EXHIBIT 10.44
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
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option 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.
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3. Method of Exercising. Each exercise of this Option shall be by
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means 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
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that 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. Any portion of this Option that is not exercisable
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pursuant to Section 2 on the date upon which the Option Holder's employment with
the Company and its Subsidiaries terminates shall terminate immediately upon the
termination of the Option Holder's employment with the Company and its
Subsidiaries. Any portion of this Option that is exercisable on the date upon
which the Option Holder's employment with the Company and its Subsidiaries
terminates shall terminate ninety (90) days after the Option Holder ceases to be
an employee of the Company or one of its Subsidiaries for any reason other than
as described below.
i. If the Option Holder's employment is terminated by reason of
death, the heirs of the Option Holder will be able to exercise this Option
until the earlier of (a) one (1) year following the death of the Optionee
or (b) the date on which this Option would otherwise expire.
ii. If the Option Holder's employment is terminated after the
attainment of age fifty-five (55) and the completion of five (5) years of
service (as determined in accordance with the terms of the Mattel, Inc.
Personal Investment Plan), the Option Holder will be able to exercise this
Option until the earlier of (a) five (5) years following termination of
employment or (b) the date on which this Option would otherwise expire.
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7. Compliance with Law. No shares issuable upon the exercise of
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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 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
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of 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
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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 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 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
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Company and 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.
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13. Governing Law. This Option has been granted, executed and
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delivered 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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