EXHIBIT 10.60
MATTEL, INC.
FIRST AMENDMENT
TO
AWARD AGREEMENT
This First Amendment to Award Agreement (this "Amendment") is made and
entered into as of May 11, 1993, by and between ___________________________
("Grantee"), and Mattel, Inc. ("Mattel"), with reference to the following facts:
A. Grantee and Mattel are parties to the Award Agreement dated February
12, 1991 (the "Award Agreement"), pursuant to which Grantee was awarded Stock
Appreciation Rights under the Mattel 1990 Stock Option Plan.
B. Grantee and Mattel desire to amend the Award Agreement to reflect
the 5 for 4 and 3 for 2 stock splits which have occurred since the date of the
Award Agreement and to reflect the agreement reached on May 11, 1993, to change
the leverage formula of the Stock Appreciation Rights for stock prices above
$26.67.
C. Grantee and Mattel desire further to amend the Award Agreement to
provide a new method of selecting the comparison Mattel stock price for
valuation of the Stock Appreciation Rights if certain financial performance
tests are met for fiscal years 1994 and 1995.
For good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. The first sentence of Section 1 of the Award Agreement is amended
and restated in its entirety to read as follows:
"The number of Stock Appreciation Rights ("Units") awarded
hereunder is ______________."
2. The first sentence of Section 4 of the Award Agreement is amended
and restated in its entirety to read as follows:
"Units shall become vested as follows:
(a) ____________ Units on ▇▇▇▇▇ ▇▇, ▇▇▇▇,
(▇) ____________ Units on March 15, 1996."
3. Section 6 of the Award Agreement is amended
and restated in its entirety to read as follows:
"For purposes of determining Unit Value the following additional
definitions shall apply:
a) Fair Market Value shall be the average of the closing prices of
the Common Stock as recorded on the New York Stock Exchange
Composite Tape for the 20 trading days next preceding the
Valuation Date (the "Recent Average Price"); provided, however
that if either
(i) Mattel achieves a Cash Flow Return on Investment of 25% for
the year ended December 31, 1994, for determining Unit Value on
the first Valuation Date, or the year ended December 31, 1995,
for determining Unit Value on the second Valuation Date, as the
case may be; or
(ii) the closing price of the Common Stock on the New York Stock
Exchange on any trading day during the fourth calendar quarter of
1994, for determining Unit Value on the first Valuation Date, and
on any trading day during the fourth calendar quarter of 1995,
for determining Unit Value on the second Valuation Date, as the
case may be, is equal to or greater than an amount equal to the
product of 5% multiplied by the Standard & Poors 400 Index;
then "Fair Market Value" shall be an amount equal to the greater of
(X) the Recent Average Price, and (Y) the product of 90% multiplied by
the average closing price of Common Stock for whichever period of 20
consecutive trading days between the date of this Award Agreement and
the Valuation Date has the highest average closing price for the
period.
b) Initial Unit Value shall be the amount, if any, by which the Fair
Market Value exceeds the Initial Value.
c) Cash Flow Return on Investment shall mean the consolidated cash
flow return on investment of Mattel as calculated by the chief
financial officer of Mattel based upon the annual consolidated
financial statements of Mattel in accordance with the methodology
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approved by the Compensation/Options Committee of the Board of
Directors.
d) Unit Value shall be the following amounts:
(i) If the Initial Unit Value is $2.6667 or less, the Unit
Value shall be an amount determined by multiplying the Initial
Unit Value by .5;
(ii) If the Initial Unit Value is more than $2.6667 but less
than or equal to $5.3333, the Unit Value shall be an amount equal
to $1.3333 plus an amount determined by multiplying the amount of
the Initial Unit Value in excess of $2.6667 by 1.0;
(iii) If the Initial Unit Value is more than $5.3333 but less
than or equal to $8.0000, the Unit Value shall be an amount equal
to $4.0000 plus an amount determined by multiplying the amount of
the Initial Unit Value in excess of $5.3333 by 1.5;
(iv) If the Initial Unit Value is more than $8.0000, but less
than or equal to $10.6667, the Unit Value shall be an amount equal
to $8.0000 plus an amount determined by multiplying the amount of
the Initial Unit Value in excess of $8.0000 by 2.0;
(v) If the Initial Unit Value is more than $10.6667, but less
than or equal to $13.3333, the Unit Value shall be an amount equal
to $13.3333 plus an amount determined by multiplying the amount of
the Initial Unit Value in excess of $10.6667 by 2.5;
(vi) If the Initial Unit Value is more than $13.3333, but less
than or equal to $16.0000, the Unit Value shall be an amount equal
to $20.0000 plus an amount determined by multiplying the amount of
the Initial Unit Value in excess of $13.3333 by 1.5;
(vii) If the Initial Unit Value is more than $16.0000, but less
than or equal to $18.6667, the Unit Value shall be an amount equal
to $24.0000 plus an amount determined by
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multiplying the amount of the Initial Unit Value in excess of
$16.0000 by 1.5;
(viii) If the Initial Unit Value is more than $18.6667, but less
than or equal to $21.3333, the Unit Value shall be an amount equal
to $28.0000 plus an amount determined by multiplying the amount of
the Initial Unit Value in excess of $18.6667 by 2.0;
(ix) If the Initial Unit Value is more than $21.3333, but less
than or equal to $24.0000, the Unit Value shall be an amount equal
to $33.3333 plus an amount determined by multiplying the amount of
the Initial Unit Value in excess of $21.3333 by 2.0;
(x) If the Initial Unit Value is more than $24.0000 the Unit
Value shall be an amount equal to $38.6667 plus an amount
determined by multiplying the amount of the Initial Unit Value in
excess of $24.0000 by 2.5."
4. Paragraph (c) of Section 7 of the Award Agreement is amended and
restated in its entirety to read as follows:
"c) Change of Control - All Units shall become vested on the
Distribution Date as that term is defined in the Company's Rights
Agreement dated as of February 7, 1992 ("Rights Agreement"), or, if
the Rights Agreement has terminated or the Rights have been redeemed,
on the date the Distribution Date would have occurred under Section 3
of the Rights Agreement had the Rights Agreement not terminated or the
Rights not been redeemed."
5. The foregoing changes shall be effective as of May 11, 1993. All
other terms and provisions of the Award Agreement shall remain unchanged.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
GRANTEE: MATTEL, INC.
____________________ By: ________________
Title: ________________
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