MATTEL, INC. EXHIBIT 99.1
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 Section 5, Paragraph (d),
Subparagraph (i), Clause (II) 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 Section
5, Paragraph (d), Subparagraph (i), Clause (II), 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 hereby shall not be
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 or liquidation, the
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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