EXHIBIT 10.62
MATTEL, INC.
GRANT AGREEMENT
FOR A NON-QUALIFIED STOCK OPTION
MATTEL 1990 STOCK OPTION PLAN
This is an Agreement (the "Agreement") between MATTEL, INC. (the "Company")
and __________________ ( the "Option Holder") as indicated in the Notice of
Grant of Stock Options (the "Notice") attached hereto as the cover page of this
Agreement.
RECITALS
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The Company has adopted the Mattel 1990 Stock Option Plan (the "Plan") for
the granting to selected employees of options to purchase shares of the Common
Stock of the Company. In accordance with the terms of the Plan, the
Compensation/Options Committee of the Board of Directors (the "Committee"), has
approved the execution of this Agreement between the Company and the Option
Holder. Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Plan.
AGREEMENT
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1. The Company grants to the Option Holder the right and option to purchase,
on the terms and conditions hereinafter set forth, all or any part of an
aggregate number of shares, as set forth in the Notice, of the Common Stock
exercisable from time-to-time in accordance with the provisions of this
Agreement during a period expiring ten years from the date of the Notice
(the "Expiration Date"). This option is designated a Non-Qualified Stock
Option as that term is used in the Plan.
2. The Option Holder may purchase the following percentages of the shares of
Common Stock subject to this option at the times set forth below:
PERCENT OF SHARES SUBJECT
COMMENCING ON THE DATE TO THIS AGREEMENT THAT
OF THIS AGREEMENT MAY BE PURCHASED
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BEFORE MARCH 15, 1995 0%
ON AND AFTER MARCH 15, 1995 50%
ON AND AFTER MARCH 15, 1996
AND UNTIL THE EXPIRATION DATE 100%
The number of shares that may be purchased upon exercise of this option
shall in each case be calculated to the nearest full share. Notwithstanding
the foregoing, the vesting and exercisability of this option are subject to
the vesting and exercisability provisions of Xxxxxxx 0, Xxxxxxxxx (x),
Xxxxxxxxxxxx (x), Xxxxxx (XX) of the Amended and Restated Employment
Agreement between Mattel and Grantee, dated as of November ___, 1993 (the
"Employment Agreement"); provided, however, that this option shall
become immediately exercisable pursuant to such vesting and
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exercisability provisions regardless of whether this option shall have been
outstanding for more than six months.
3. This option may be exercised during the lifetime of the Option Holder only
by him, or by his transferees by will or the laws of descent or
distribution to the extent permitted by Paragraph 6, and not otherwise,
regardless of any community property interest therein of the spouse of the
Option Holder, or such spouse's successors in interest.
4. Each exercise of this option shall be by means of a written notice of
exercise delivered to the office of the Secretary of the Company,
specifying the number of shares to be purchased, accompanied by payment in
cash, by certified or cashier's check payable to the Company, or by
tendering Common Stock (including, at the discretion of the Option Holder,
shares of Common Stock withheld by the Company upon the exercise of this
option) valued at the Fair Market Value of such Common Stock, of the full
purchase price of the shares to be purchased. In addition to payment of the
full purchase price, the Option Holder, upon exercise, shall pay, or make
provisions satisfactory to the Company or its subsidiary for payment or
reimbursement of, any federal, state and local taxes required by be
withheld.
5. The option granted hereby and all rights hereunder, to the extent such
rights shall not have been exercised, shall terminate and become null and
void if the Option Holder ceases for any reason other than death to be an
employee of the Company or one of its subsidiaries, subject to Xxxxxxx 0,
Xxxxxxxxx (x), Xxxxxxxxxxxx (x), Xxxxxx (XX), of the Employment Agreement;
provided, however, that if the Option Holder's employment terminates other
than for Cause (as defined in the Employment Agreement) and on the Date of
Termination the Option Holder has at least five years of continuous service
with the Company, the option shall remain exercisable to the extent
exercisable on such Date of Termination for a period of five years
following such Date of Termination, but in no event may the option be
exercised after the Expiration Date.
6. If an Option Holder dies while in the employ of the Company, the person or
persons to whom the Option Holder's rights under the option shall pass by
will or by the laws of descent and distribution may, with the consent of
the Committee, exercise the option granted hereby for the period of time
determined by the Committee not to exceed one year after the date of death
(but in no event later than the Expiration Date), to the extent exercisable
on the date of death; provided, however, that if the Option Holder has at
least five years of continuous service with the Company on the date of
death, the option shall remain exercisable to the extent exercisable on the
date of death for a period of five years following such date of death, but
in no event may the option be exercised after the Expiration Date.
7. No shares issuable upon the exercise of this option shall be issued and
delivered unless and until all applicable registration requirements of the
Securities Act of 1933, all applicable listing requirements of any national
securities exchange on which shares
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of the same class are then listed, and all other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery,
shall have been complied with.
8. Except as otherwise provided herein, this option and the rights and
privileges granted not be hereby shall transferred, assigned, pledged or
hypothecated in any way, whether by operation of law or otherwise. Upon any
attempt so to transfer, assign, pledge, hypothecate or otherwise dispose of
this option or any right or privileges granted hereby contrary to the
provisions hereof, this option and said rights and privileges shall
immediately become null and void.
9. In the event of any change in the Common Stock by reason of a stock split,
stock dividend, combination or reclassification of shares,
recapitalization, merger, or similar event, the Committee may adjust
proportionally the number of shares and the stock price of the Common Stock
subject to this Agreement. In the event of any other change affecting the
Common Stock or any distribution (other than normal cash dividends) to
holders of Common Stock, the Committee may make such adjustments as it may
deem equitable including adjustments to avoid fractional shares in order to
give prior effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization
the or liquidation, Committee may substitute new options for previously
issued options or provide for the assumption of this Agreement.
10. Nothing herein shall confer upon the Option Holder any right to continue in
the employ of the Company or shall interfere in any way with the rights of
the Company (subject to the terms of the Employment Agreement to the
contrary) at any time to terminate such employment.
11. Neither the Option Holder nor any other person legally entitled to exercise
this option shall be entitled to any of the rights or privileges of a
stockholder of the Company in respect of any shares issuable upon any
exercise of this option unless and until a certificate or certificates
representing such shares shall have been actually issued and delivered to
him.
12. The option hereby granted is subject to, and the Company and Option Holder
agree to be bound by, all of the terms and conditions of the Plan, as the
same shall be amended from time-to-time in accordance with the terms
thereof, but no such amendment shall adversely affect the Option Holder's
rights under this Agreement.
13. This option has been granted, executed and delivered with effect from the
date of Notice, at El Segundo, California, and interpretation, performance
and enforcement of this Agreement shall be governed by the laws of the
State of California.
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