EXHIBIT 10.0
FIRST AMENDMENT TO
MATTEL, INC. 1997 PREMIUM PRICE STOCK OPTION PLAN
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The Mattel, Inc. 1997 Premium Price Stock Option Plan (the
"Plan") is hereby amended as follows, effective as of November 6, 1997.
I.
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Section 2.8 of the Plan is hereby amended to read as follows:
2.8 "Disability" means that there is a determination to that effect
under the group long-term disability plan of the Company, and the
Participant is also approved for permanent disability benefits by the
Social Security Administration. However, except as provided in the
following sentence, in no event will a Participant be considered to be
disabled for purposes of this Plan if the Participant s incapacity is a
result of intentionally self-inflicted injuries (while sane or insane),
alcohol or drug abuse, or a criminal act for which the Participant is
convicted or to which the Participant pleads guilty or nolo contendere.
"Disability" shall also include any termination of a Participant s
employment which is treated as due to disability under an employment
agreement which is in effect between the Company and the Participant at the
time of such termination.
II.
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Section 2.28 of the Plan is hereby amended to read as follows:
2.28 "Retirement" means a Severance where the Participant (i) had
previously attained the age of fifty-five (55) and completed five (5) years
of service (as determined in accordance with the terms of the Mattel, Inc.
Personal Investment Plan) or (ii) is otherwise eligible to be treated as
retired for purposes of Mattel stock option plans under an employment
agreement which is in effect between the Company and the Participant at the
time of Severance.
III.
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A new Section 2.34 is hereby added to the Plan to read as
follows:
2.34 "Termination without Cause" means termination of the
Participant s employment by the Company without cause, where cause means
any of the following: (i) an act or acts of dishonesty on the
Participant's part which are intended to result in his substantial personal
enrichment at the expense of the Company; (ii) repeated violations by the
Participant of his obligations to the Company which are demonstrably
willful and deliberate on the Participant's part and which resulted in
material injury to the Company; (iii) conduct of a criminal nature which
has or which is more likely than not to have a material adverse effect on
the Company's
reputation or standing in the community or on its continuing
relationships with its customers or those who purchase or use its products;
or (iv) fraudulent conduct in connection with the business or affairs of
the Company, regardless of whether said conduct is designed to defraud the
Company or others. Notwithstanding the foregoing, for any Participant who
has an employment agreement with the Company which is in effect at the time
of Severance, "Termination without Cause" shall mean termination of the
Participant s employment by the Company without "cause" or by the
Participant for "good reason" pursuant to the terms of such employment
agreement.
IV.
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The current Section 2.34 is hereby renumbered as Section 2.35 to
read as follows:
2.35 "Trading Day" means a day on which a share of Common Stock is
publicly traded on the New York Stock Exchange, or any successor to the New
York Stock Exchange.
V.
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Section 5.1 of the Plan is hereby amended to read as follows:
5.1 NUMBER OF SHARES. The maximum number of shares of Common Stock
for which Grants may be awarded under the Plan shall be 21,000,000, which
maximum number is divided into two separate allocations. The first
allocation comprises a maximum number of 20,000,000 shares, which shares
may be granted to any eligible employee, as provided in Sections 6.1 and
6.2. The second allocation comprises a maximum number of 1,000,000
shares, which shares may be granted only to new employees described in
Section 6.3. Any adjustments made under Sections 5.2., 5.3 or 5.4 with
respect to any Grant shall operate as adjustments of the maximum limit set
forth above for the allocation from which the Grant was originally made.
VI.
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A new Section 6.3 is hereby added to the Plan to read as follows:
6.3 PERSONS NEWLY HIRED BY THE COMPANY. In the event a Grant is made
to a new employee who is hired by the Company in a transaction meeting the
requirements of paragraph 312.03(a)(3) of the New York Stock Exchange's
Shareholder Approval Policy, as amended from time to time, the Committee
may authorize Grants to that employee under the second allocation described
in Section 5.1.
VII.
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Section 9.5.4.2 of the Plan is hereby amended to read as follows:
9.5.4.2 EARLY SEVERANCE.
(A) DEATH OR DISABILITY. If a Participant incurs a Severance on
account of death or Disability before December 31, 2000, then 100% of
the shares subject to the Option may be purchased on or after the
Exercise Date, provided one of the performance criteria for the Option
has been met.
(B) RETIREMENT OR TERMINATION WITHOUT CAUSE. If a Participant
incurs a Severance on account of Retirement or Termination without
Cause before December 31, 2000, then a pro-rated portion of the shares
subject to the Option may be purchased on or after the Exercise Date,
provided one of the performance criteria for the Option has been met.
The pro-rated portion shall be calculated based on the Participant s
number of full months of employment with Mattel, measured from the
Grant Date to the earlier of the date of the Severance or November 6,
2000, divided by 36, and the remaining shares subject to the Option
shall be forfeited.
(C) EARLY SEVERANCE FOR OTHER REASONS. If a Participant incurs
a Severance for any reason other than death, Disability, Retirement,
or Termination without Cause before November 6, 2000, then the Option
shall be forfeited in its entirety.
(D) CHANGE IN CONTROL. This Section shall not apply if a
Participant incurs a Severance subsequent to a Change in Control.
VIII.
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Section 10.1.1 of the Plan is hereby amended to read as follows:
10.1.1 Except to the extent the terms of an Option require its
prior termination, each Option from the Initial Grant shall terminate on
the earliest of the following dates:
(a) If the Participant continues to be employed at Mattel, a
date which is five (5) years from the Start Date of the Option, that
is December 31, 2002.
(b) The date on which the Option may no longer become
exercisable due to failure to meet any of the performance criteria
established for exercise of the Option pursuant to Section 9.5.
(c) If the Participant incurs a Severance for reasons of death,
Disability, or Retirement, a date which is five (5) years from the
Start Date of the Option, that is December 31, 2002.
(d) If the Participant incurs a Severance for reason of
Termination without Cause at a time when the Option was already
exercisable under Section 9.5, a date which is five (5) years from the
Start Date of the Option, that is December 31, 2002.
(e) If the Participant incurs a Severance for reason of
Termination without Cause at a time before the Option was exercisable
under Section 9.5, then a date which is 90 days after the date when
the Option first becomes exercisable.
(f) If the Participant incurs a Severance for reasons other than
death, Disability, Retirement, or Termination without Cause at a time
when the Option was already exercisable under Section 9.5, then a date
which is 90 days after the date of Severance.
(g) If the Participant incurs a Severance for reasons other than
death, Disability, Retirement, or Termination without Cause at a time
before the Option was exercisable under Section 9.5, then the date of
Severance.
An Option shall also terminate on such date as the Committee may determine
upon a Change in Control if the Committee determines that such event will
make it impossible in the future to meet any of the performance criteria
for exercise of the Option.
IN WITNESS WHEREOF, the Company has caused this First Amendment
to the Plan to be executed this 17th day of June, 1998, effective
as of November 6, 1997.
MATTEL, INC.
By /s/ Alan Kaye
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ALAN KAYE
Title: Senior Vice President, Human Resources
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