Exhibit 10.21
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 March 15, 1995,
(b) ____________ 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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