EXHIBIT 10.3
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NOTICE OF GRANT OF STOCK MATTEL, INC.
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Name of Optionee
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Address
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City, State Zip Code
ID: - -
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You have been granted an option to buy Mattel, Inc. Common Stock as
follows:
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|NON-QUALIFIED STOCK OPTION GRANT NO. | |
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|DATE OF GRANT | |
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|STOCK OPTION PLAN | 1996 |
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|OPTION PRICE PER SHARE | $ |
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|TOTAL NUMBER OF SHARES GRANTED | |
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|TOTAL PRICE OF SHARES GRANTED | $ |
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By signing your name below, you and Mattel, Inc. agree that (a) this option
is granted under and governed by the terms and conditions of the Grant
Agreement referenced above, which is attached hereto and made a part of
this document, and (b) both of these documents are subject to the terms of
the above referenced Stock Option Plan.
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Full Legal Name (Print) Social Security Number
Current Address: ______________________
______________________
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For MATTEL, INC. Date
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Optionee Date
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
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The Company has adopted the Mattel 1996 Stock Option Plan (the "Plan")
for the purpose of, among other things, granting to Outside Directors
options to purchase shares of Common Stock of the Company. Capitalized
terms used herein without definition shall have the meanings assigned to
such terms in the Plan.
OPTION
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1. TERMS. 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 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. This Stock Option is immediately exercisable in
full.
3. METHOD OF EXERCISING. 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 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 a 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
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 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 sixty (60) days after the
Option Holder ceases to be a member of the Board, for whatever reason.
7. COMPLIANCE WITH LAW. 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 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 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 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, spinoff, 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. RIGHTS AS A STOCKHOLDER. 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 the Option Holder.
11. COMPLIANCE WITH PLAN. This Option is subject to, and the 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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12. GOVERNING LAW. 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 Option shall be
governed by the laws of the State of Delaware.
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