MATTEL, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Pursuant to the Severance Plan, upon a termination of employment without "cause"
or for "good reason" (such a termination, an "involuntary termination") that is
not in connection with a "change of control" ("cause," "good reason," and
"change in control" each as defined in the Severance Plan), the Participants
will be eligible to receive, subject to execution and non-revocation of a
release of claims in favor of the Company and compliance with certain
restrictive covenants, the following benefits (unless a Participant's
participation letter (each, a "letter agreement") provides for different
treatment): (i) a cash payment equal to a multiple of the sum of the
Participant's base salary and target bonus, payable in installments over the
applicable severance period, (ii) a pro-rata annual bonus based on actual
performance for the entire performance period pro-rated based on the number of
days employed during the performance period, (iii) for equity awards granted
prior to the time the Participant became eligible to participate in the
Severance Plan (such date the Participant's "eligibility date"), treatment shall
be as set forth in the applicable equity plan and related award agreement, and
for equity awards granted on or following a Participant's eligibility date,
equity awards will vest pro-rata based on the number of whole months employed
during the vesting period provided that time-based awards will accelerate at the
time of termination and performance-based equity awards will vest based on
actual performance at the end of the applicable performance period,
(iv) continued health and welfare payments during the applicable severance
period, and (v) up to
Upon an involuntary termination that occurs on or within two (2) years following
a change of control, the Participants will be eligible to receive, subject to
execution and non-revocation of a release of claims in favor of the Company and
compliance with certain restrictive covenants, the following benefits (unless a
Participant's letter provides for different treatment): (i) a cash payment equal
to 2.0 times the sum of the Participant's base salary and target bonus, payable
in a lump sum, (ii) a pro-rata target annual bonus pro-rated based on the number
of days employed during the performance period, (iii) for equity awards granted
prior to the Participant's eligibility date, treatment shall be as set forth in
the applicable equity plan and related award agreement, and for equity awards
granted on or following a Participant's eligibility date, equity awards will
accelerate in full and, if applicable, the post-termination exercise period will
be two (2) years (or, if earlier, until the expiration date of the award),
provided that any equity awards subject to performance conditions will vest in
accordance with the terms of the equity award agreements (which currently
provide for vesting based on the greater of target or actual performance), (iv)
continued health and welfare payments for two (2) years, and (v) up to
The foregoing description of the Severance Plan and the benefits applicable to the Company's CEO, COO, CCO, CFO, and CLO are qualified in their entirety by reference to the Severance Plan and the applicable form of letter agreement, which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and are incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1Mattel, Inc. Amended and Restated Executive Severance Plan B 10.2 Form of Participation Letter Agreement under theMattel, Inc. Amended and Restated Executive Severance Plan B applicable toYnon Kreiz ,Richard Dickson , andAnthony DiSilvestro 10.3 Form of Participation Letter Agreement under theMattel, Inc. Amended and Restated Executive Severance Plan B 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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