Exhibit 10.1
Grant Agreement for
a
Non-Qualified Stock
Option
under the Mattel, Inc. 2005
Equity Compensation Plan
This is a Grant Agreement between
Mattel, Inc. (“Mattel”) and the individual (the
“Holder”) named in the Notice of Grant of Stock Option
(the “Notice”) attached hereto as the cover page of
this Grant Agreement.
Recitals
Mattel has adopted the 2005 Equity
Compensation Plan (the “Plan”) for the granting to
selected employees of awards based upon shares of Common Stock of
Mattel. In accordance with the terms of the Plan, the Compensation
Committee of the Board of Directors (the “Committee”)
has approved the execution of this Grant Agreement between Mattel
and the Holder. Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the
Plan.
Option
1. Terms . Mattel grants to the
Holder a Non-Qualified Stock Option (this “Option”) to
purchase, on the terms and conditions set forth below in this Grant
Agreement and in any Addendum to this Grant Agreement (where
applicable), all or any part of the aggregate number of shares of
Common Stock set forth in the Notice, which shall remain
outstanding during the period (the “Term”) expiring on
the tenth anniversary of the effective date of the grant (the
“Grant Date”), as specified in the Notice, unless and
to the extent this Option is terminated or forfeited before the end
of the Term pursuant to Section 5 or 6 below. The per-share
exercise price of this Option equals the Fair Market Value of a
share of Common Stock on the Grant Date, and is set forth in the
Notice.
2. Vesting and Exercisability .
Except as otherwise provided in Section 6, this Option shall
vest and become exercisable with regard to the following
percentages of the aggregate number of shares of Common Stock
subject to this Option on the vesting dates set forth below, unless
the Holder’s Severance has occurred prior to the applicable
vesting date:
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Percent of Shares
Subject to this Option
Vesting on Such Date
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Cumulative Percent of
Shares
Subject to this Option
Vested on Such Date
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One year after the Grant Date
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33%
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33%
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Two years after the Grant Date
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33%
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66%
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Three years after the Grant Date
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34%
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100%
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(Note: If 33% of the aggregate
number of shares of Common Stock subject to this Option is not a
whole number of shares, then (a) the amount vesting one year
after the Grant Date shall be rounded down to the nearest whole
number of shares, (b) any fractional amount that, as a
result
of such rounding, did not vest one year after
the Grant Date shall be counted toward the amount vesting two years
after the Grant Date, and the amount vesting two years after the
Grant Date shall be rounded down to the nearest whole number of
shares, and (c) the amount vesting three years after the Grant Date
shall be such that 100% of the aggregate number of shares of Common
Stock subject to this Option shall be cumulatively vested three
years after the Grant Date.)
3. Method of Exercising . In order to
exercise this Option in whole or in part, the Holder shall follow
such procedures as may be established by the Company from time to
time, including through any automated system that the Company may
establish for itself or using the services of a third party, such
as a system using an internet website or interactive voice
response. In order for such exercise to be considered effective,
the Holder must satisfy the withholding obligations of
Section 4 below and the certification obligation of
Section 5 below, and make full payment of the exercise price
for the shares being purchased in accordance with such methods as
the Committee may approve from time to time. As of the Grant Date,
the following forms of payment are available:
(a) cash;
(b) by the withholding of shares
that would otherwise be issued upon the exercise of this Option;
and
(c) by the delivery to Mattel or its
designated agent of an irrevocable written notice of exercise form
together with irrevocable instructions to a broker-dealer to sell
or margin a sufficient portion of the shares of Common Stock and to
deliver the sale or margin loan proceeds directly to Mattel to pay
the exercise price of this Option.
4. Withholding . As a condition to
exercising this Option in whole or in part, the Holder shall pay,
or make provisions satisfactory to the Company for payment of, any
income tax, social tax, or other taxes required to be withheld in
connection with such exercise, including by delivery of Common
Stock and/or the withholding of Common Stock being purchased in the
exercise in question, having a Fair Market Value, on the date of
exercise, equal to the minimum amount required to be
withheld.
5. Termination, Rescission and Recapture
. The Holder specifically acknowledges that this Option is
subject to the provisions of Section 18 of the Plan, entitled
“Termination, Rescission and Recapture,” which can
cause the forfeiture of this Option, the rescission of Common Stock
acquired upon the exercise of this Option and/or the recapture of
proceeds of the sale of such Common Stock. Except as provided in
the next sentence, as a condition of the exercise of this Option,
the Holder will be required to certify that he or she is in
compliance with the terms and conditions of the Plan (including the
conditions set forth in Section 18 of the Plan) and, if a
Severance has occurred, to state the name and address of his or her
then-current employer or any entity for which the Holder performs
business services and his or her title, and shall identify any
organization or business in which the Holder owns a
greater-than-five-percent equity interest. Section 18 of the
Plan is inapplicable, and accordingly such certification shall not
be required, in connection with any exercise after a Severance of
the Holder that occurs within the 18-month period after a Change in
Control.
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6. Consequences of Severance . The
consequences of the Holder’s Severance for this Option shall
be as follows, subject to Section 5 above:
(a) in the case of a Severance for
Cause, this Option (whether vested or unvested) shall terminate
immediately;
(b) in the case of the
Holder’s Severance at least six months after the Grant Date
as a result of Retirement, death or Disability, this Option shall
become fully vested and exercisable immediately, to the extent not
previously vested and exercisa
