EXHIBIT 10.43
Grant Agreement for a
Non-Qualified Stock Option
under the Mattel 1996 Stock Option Plan
This is an Option Agreement between Mattel, Inc. (the "Company") and the
individual (the "Option Holder") named in the Notice of Grant of Stock Option
(the "Notice) attached hereto as the cover page of this agreement.
Recitals
The Company has adopted the Mattel 1996 Stock Option Plan (the "Plan") for
the granting to selected employees of options to purchase shares of 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 Grant Agreement (the "Option") between the
Company and the Option Holder. Capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Plan.
Option
1. Terms. The Company grants to the Option Holder the right and option
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to purchase on the terms and conditions hereinafter set forth, all or any part
of the aggregate number of shares set forth in the Notice of Common Stock
exercisable in accordance with the provisions of this Option during a period
expiring ten years from the date of the Notice (the "Expiration Date"), unless
terminated prior to that date pursuant to Section 5 or 6 below. This Option is a
Non-Qualified Stock Option.
2. Exercisability (Vesting). The Option Holder may purchase the
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following percentages of the shares of Common Stock set forth in the Notice on
or after the dates set forth below; provided that the Option Holder is employed
by the Company or one of its Subsidiaries on the applicable vesting date:
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Percent of Shares
Commencing on the Date of this Option Subject to this Option
that may be Purchased
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After the First 6 months 10%
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After the First year 10%
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After each 6 months thereafter 20%
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Fully vested after 3 years
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The number of shares that may be purchased upon exercise of this Option
shall in each case be calculated to the nearest full share.
3. Method of Exercising. Each exercise of this Option shall be by means
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of a written notice of exercise delivered to the office of the Secretary of the
Company, specifying the number of whole shares to be purchased, accompanied by
payment of the full purchase price of the shares to be purchased. The payment
shall be in the form of cash or such other forms of consideration as the
Committee shall deem acceptable, such as the surrender of outstanding shares of
Common Stock owned by the Option Holder or by withholding shares that would
otherwise be issued upon the exercise of the Option. The Option Holder may
exercise this Option by the delivery to the Company or its designated agent of
an irrevocable written notice of exercise form together with irrevocable
instructions to the broker-dealer to sell or margin a sufficient portion of the
shares of Common Stock and to deliver the sale or margin loan proceeds directly
to the Company to pay the exercise price of this Option.
4. Withholding. Upon exercise, the Option Holder shall pay, or make
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provisions satisfactory to the Company or its Subsidiary for payment of any
federal, state and local taxes required to be withheld.
5. Cancellation of Grants. Option Holder specifically acknowledges that
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this Option is subject to the provisions of Section 20 of the plan, entitled
"Cancellation of Grants," which can cause the forfeiture of this Option, or the
rescission of Common Stock acquired upon the exercise of this Option. As a
condition of the exercise of this Option, the Option Holder shall certify on a
form acceptable to the Committee that he or she is in compliance with the terms
and conditions of the plan, including Section 20 thereof, entitled "Cancellation
of Grants."
6. Term. This Option shall terminate ninety (90) days after the Option
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Holder ceases to be a member of the Board, for whatever reason.
7. Compliance with Law. No shares issuable upon the exercise of this
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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 the Common Stock is
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. In particular, the Committee may require certain investment (or other)
representations and undertakings in connection with the issuance of securities
in connection with the Plan in order to comply with applicable law.
8. Assignability. Except as may be effected by will or by the laws of
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descent and distribution, any attempt to assign this Option shall be of no
effect.
9. Certain Corporate Transactions. In the event of any change in the
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Common Stock by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, or similar event the
Committee may adjust proportionately the number of shares and the stock price of
the Common Stock subject to this Option. In the event of any other change
affecting the Common Stock or
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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 proper effect to such
event. In the event of a corporate merger, consolidation, acquisition of
property or stock, spin-off, reorganization or liquidation, the Committee may
substitute a new option for this Option or provide for the assumption of this
Option by the other corporation that is a party to the transaction.
10. No Additional Rights. Neither the granting of this Option nor its
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exercise shall (a) confer upon the Option Holder any right to continue in the
employ of the Company (b) interfere in any way with the rights of the Company or
a Subsidiary to terminate such employment at any time for any reason, with or
without cause, or (c) interfere with the right of the Company or a Subsidiary to
undertake any lawful corporate action. Option Holder acknowledges that he or she
is an "employee at will." The provisions of this Section 10 are subject to the
terms of any employment agreement between the Option Holder and the Company (or
a Subsidiary).
11. Rights as a Stockholder. Neither the Option Holder nor any other
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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 exercises of this Option unless and until a certificate or
certificates representing such shares shall have been actually issued and
delivered to the Option Holder.
12. Compliance with Plan. This Option is subject to, and the Company and
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Option Holder agree to be bound by, all of the terms and conditions of the Plan
as it shall be amended from time-to-time. No amendment to the plan shall
adversely affect this Option without the consent of the Option Holder. In the
case of a conflict between the terms of the Plan and this Option, the terms of
the Plan shall govern.
13. Governing Law. This Option has been granted, executed and delivered
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with effect from the date of Notice, at El Segundo, California, and
interpretation, performance and enforcement of this Option shall be governed by
the laws of the State of Delaware.
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