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Mattel Inc/DE – ‘10-Q’ for 6/30/15 – ‘EX-10.4’

On:  Tuesday, 7/28/15, at 1:47pm ET   ·   For:  6/30/15   ·   Accession #:  1193125-15-265703   ·   File #:  1-05647

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/28/15  Mattel Inc/DE                     10-Q        6/30/15  101:6M                                     Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    652K 
 2: EX-10.4     Material Contract                                   HTML     35K 
 3: EX-10.5     Material Contract                                   HTML     36K 
 4: EX-10.6     Material Contract                                   HTML     33K 
 5: EX-12.0     Statement re: Computation of Ratios                 HTML     40K 
 6: EX-31.0     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 8: EX-32.0     Certification -- §906 - SOA'02                      HTML     28K 
69: R1          Document and Entity Information                     HTML     48K 
56: R2          Consolidated Balance Sheets                         HTML    108K 
67: R3          Consolidated Balance Sheets (Parenthetical)         HTML     36K 
72: R4          Consolidated Statements of Operations               HTML     79K 
92: R5          Consolidated Statements of Comprehensive Income     HTML     57K 
                (Loss)                                                           
58: R6          Consolidated Statements of Cash Flows               HTML    124K 
66: R7          Basis of Presentation                               HTML     28K 
50: R8          Accounts Receivable                                 HTML     31K 
41: R9          Inventories                                         HTML     34K 
93: R10         Property, Plant, and Equipment                      HTML     40K 
74: R11         Goodwill                                            HTML     38K 
73: R12         Other Noncurrent Assets                             HTML     34K 
80: R13         Accrued Liabilities                                 HTML     33K 
81: R14         Seasonal Financing                                  HTML     30K 
78: R15         Long-Term Debt                                      HTML     36K 
82: R16         Other Noncurrent Liabilities                        HTML     33K 
68: R17         Accumulated Other Comprehensive Income (Loss)       HTML     89K 
70: R18         Derivative Instruments                              HTML     84K 
76: R19         Fair Value Measurements                             HTML     67K 
101: R20         Earnings Per Share                                  HTML     53K  
88: R21         Employee Benefit Plans                              HTML     47K 
62: R22         Share-Based Payments                                HTML     38K 
75: R23         Other Selling and Administrative Expenses           HTML     31K 
64: R24         Foreign Currency Transaction Gains and Losses       HTML     34K 
31: R25         Income Taxes                                        HTML     32K 
89: R26         Contingencies                                       HTML     62K 
97: R27         Segment Information                                 HTML     81K 
45: R28         New Accounting Pronouncements                       HTML     32K 
44: R29         Subsequent Event                                    HTML     28K 
48: R30         Accounting Policies (Policies)                      HTML     59K 
49: R31         Inventories (Tables)                                HTML     33K 
51: R32         Property, Plant, and Equipment (Tables)             HTML     39K 
23: R33         Goodwill (Tables)                                   HTML     33K 
86: R34         Other Noncurrent Assets (Tables)                    HTML     34K 
60: R35         Accrued Liabilities (Tables)                        HTML     33K 
63: R36         Long-Term Debt (Tables)                             HTML     40K 
36: R37         Other Noncurrent Liabilities (Tables)               HTML     32K 
100: R38         Accumulated Other Comprehensive Income (Loss)       HTML     85K  
                (Tables)                                                         
15: R39         Derivative Instruments (Tables)                     HTML     78K 
53: R40         Fair Value Measurements (Tables)                    HTML     64K 
91: R41         Earnings Per Share (Tables)                         HTML     49K 
33: R42         Employee Benefit Plans (Tables)                     HTML     47K 
43: R43         Share-Based Payments (Tables)                       HTML     33K 
47: R44         Other Selling and Administrative Expenses (Tables)  HTML     32K 
57: R45         Foreign Currency Transaction Gains and Losses       HTML     33K 
                (Tables)                                                         
22: R46         Segment Information (Tables)                        HTML     97K 
40: R47         Accounts Receivable - Additional Information        HTML     30K 
                (Detail)                                                         
17: R48         Inventories (Detail)                                HTML     37K 
90: R49         Property, Plant, and Equipment (Detail)             HTML     53K 
32: R50         Goodwill (Detail)                                   HTML     39K 
87: R51         Goodwill - Additional Information (Detail)          HTML     71K 
37: R52         Other Noncurrent Assets (Detail)                    HTML     41K 
54: R53         Other Noncurrent Assets (Parenthetical) (Detail)    HTML     29K 
16: R54         Other Noncurrent Assets - Additional Information    HTML     30K 
                (Detail)                                                         
20: R55         Accrued Liabilities (Detail)                        HTML     47K 
46: R56         Seasonal Financing - Additional Information         HTML     53K 
                (Detail)                                                         
26: R57         Long-Term Debt (Detail)                             HTML     46K 
94: R58         Long-Term Debt (Parenthetical) (Detail)             HTML     45K 
59: R59         Other Noncurrent Liabilities (Detail)               HTML     39K 
79: R60         Changes in Accumulated Balances for Each Component  HTML     52K 
                of Other Comprehensive Income (Loss) (Detail)                    
39: R61         Classification and Amount of Reclassifications      HTML     66K 
                from Accumulated Other Comprehensive Income to                   
                Consolidated Statement of Operations (Detail)                    
42: R62         Accumulated Other Comprehensive Income (Loss) -     HTML     30K 
                Additional Information (Detail)                                  
85: R63         Derivative Instruments - Additional Information     HTML     51K 
                (Detail)                                                         
83: R64         Derivative Assets and Liabilities (Detail)          HTML     55K 
61: R65         Derivatives Designated as Hedging Instruments by    HTML     38K 
                Classification and Amount of Gains and Losses                    
                (Detail)                                                         
84: R66         Derivatives Not Designated as Hedging Instruments   HTML     40K 
                by Classification and Amount of Gains and Losses                 
                (Detail)                                                         
38: R67         Financial Assets and Liabilities Measured and       HTML     52K 
                Reported at Fair Value on Recurring Basis (Detail)               
65: R68         Assets Measured and Reported at Fair Value on       HTML     33K 
                Recurring Basis Using Significant Level 3 Inputs                 
                (Detail)                                                         
96: R69         Fair Value Measurements - Additional Information    HTML     33K 
                (Detail)                                                         
19: R70         Earnings per Share (Detail)                         HTML     64K 
30: R71         Earnings Per Share - Additional Information         HTML     31K 
                (Detail)                                                         
55: R72         Components of Net Periodic Benefit (Credit) Cost    HTML     54K 
                (Detail)                                                         
25: R73         Employee Benefit Plans - Additional Information     HTML     35K 
                (Detail)                                                         
99: R74         Share-Based Payments - Additional Information       HTML     44K 
                (Detail)                                                         
35: R75         Stock Option and Restricted Stock Unit              HTML     35K 
                Compensation Expense (Detail)                                    
27: R76         Other Selling and Administrative Expenses (Detail)  HTML     35K 
29: R77         Currency Transaction Gains (Losses) (Detail)        HTML     35K 
21: R78         Income Taxes - Additional Information (Detail)      HTML     35K 
24: R79         Contingencies - Additional Information (Detail)     HTML    106K 
71: R80         Segment Revenues and Segment Income (Detail)        HTML     66K 
28: R81         Segment Revenues and Segment Income                 HTML     37K 
                (Parenthetical) (Detail)                                         
95: R82         Segment Assets (Detail)                             HTML     40K 
52: R83         Worldwide Revenues by Brand Category (Detail)       HTML     48K 
77: R84         Subsequent Event - Additional Information (Detail)  HTML     40K 
98: XML         IDEA XML File -- Filing Summary                      XML    177K 
18: EXCEL       IDEA Workbook of Financial Reports                  XLSX     95K 
 9: EX-101.INS  XBRL Instance -- mat-20150630                        XML   1.81M 
11: EX-101.CAL  XBRL Calculations -- mat-20150630_cal                XML    234K 
12: EX-101.DEF  XBRL Definitions -- mat-20150630_def                 XML   1.01M 
13: EX-101.LAB  XBRL Labels -- mat-20150630_lab                      XML   1.20M 
14: EX-101.PRE  XBRL Presentations -- mat-20150630_pre               XML   1.15M 
10: EX-101.SCH  XBRL Schema -- mat-20150630                          XSD    198K 
34: ZIP         XBRL Zipped Folder -- 0001193125-15-265703-xbrl      Zip    172K 


‘EX-10.4’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.4  

Exhibit 10.4

April 15, 2015

Mr. Christopher Sinclair

c/o Mattel, Inc.

333 Continental Boulevard

El Segundo, California 90245

Dear Chris,

We are pleased to offer you the position of Chief Executive Officer of Mattel, Inc. (the “Company” or “Mattel”), effective as of April 2, 2015. You will continue to serve as Chairman of the Board of Directors of Mattel (the “Board”). As Chief Executive Officer of Mattel (“CEO”), you will report directly to the Board. This letter summarizes your compensation and benefits in connection with your position as CEO.

BASE SALARY

Effective April 13, 2015, your annualized base salary for service as CEO will be $1,500,000, payable on a biweekly basis less applicable federal and state taxes and other required withholdings. As this is an exempt position, you are not eligible for overtime pay. Our workweek is Monday through Sunday, and paychecks are issued every other Friday for the previous two workweeks. You will not be compensated separately for your position as Chairman of the Board.

MATTEL INCENTIVE PLAN

You will be eligible to participate in the Mattel Incentive Plan (MIP), which is our way of rewarding our employees for achieving success. The MIP is an annual, cash bonus plan that provides employees the opportunity to earn an award based on Mattel’s financial performance. Your MIP award opportunity is the following percentages of your eligible earnings: target of 150% and maximum of 300%; however, the amount of your actual award, if any, may be more or less than your target depending on Mattel’s financial results pursuant to the terms of the MIP and the performance targets established by the Compensation Committee of the Board. Mattel, Inc. must achieve a minimum financial performance goal before an award pool is generated. Your 2015 MIP payout, if any, will be prorated for the period you served as CEO of Mattel (April 2, 2015 through December 31, 2015). Awards are typically paid during the first quarter of the following year. If your employment as CEO terminates prior to the end of a fiscal year, you will receive a pro-rata portion of the MIP bonus that would have been payable if you had served as CEO through the payment date for such MIP bonus, based on the number of days in the fiscal year you


were CEO and payable at the regular payout date during the first quarter following the end of such fiscal year.

SPECIAL EQUITY GRANT

You will receive a special equity grant in the form of stock options with a grant value of $5,000,000 and a grant date of April 13, 2015. The grant value of the stock options will be converted into a number of option shares using a Black-Scholes valuation method utilizing the closing stock price on the date of grant. The stock option grant will generally vest in annual installments over the three-year period following the date of the grant: 33% on the first anniversary of the grant, 33% on the second anniversary of the grant, and 34% on the third anniversary of the grant, subject to your continued service with the Company through the vesting date as an employee or as a director of Mattel. The exercise price of the stock options will equal the closing price of Mattel, Inc. common stock on the date of grant.

Please note this is a summary of your equity grant, and you will be required to sign the equity grant agreement that sets forth the terms and conditions that govern your equity grant.

ANNUAL EQUITY GRANTS

You will not be eligible to participate in the 2015 annual equity grant program. Beginning in 2016, you will be eligible to participate in the annual equity grant program.

SPECIAL TRANSITION/MOBILITY ALLOWANCE

You will continue to receive a special monthly transition/mobility allowance in the amount of $60,000, less applicable federal and state taxes and other required withholdings, payable on the first paycheck of each month. Your entitlement to this benefit ceases as of the end of the month in which you cease to be CEO.

PERSONAL USE OF PRIVATE AIRCRAFT

You will continue be eligible for periodic personal use of a private aircraft up to a maximum of 25 flight hours per year. Your eligibility for this benefit will terminate on the date you cease to be CEO.

FINANCIAL COUNSELING

You will continue to be eligible to receive reimbursement from Mattel of up to $10,000 per year for each year in which you are CEO, less applicable federal and state taxes and other required withholdings, for financial counseling services through a company of your choice.

EXECUTIVE PHYSICAL

As CEO, you will continue to be eligible to receive a comprehensive physical examination annually.

 

2


SEVERANCE

You will not be eligible to participate in any Company severance plan, program or arrangement.

BENEFITS

You will continue to participate in Mattel’s benefit programs to the extent eligible as CEO.

STOCK OWNERSHIP

As CEO, you will be subject to stock ownership guidelines based on a multiple of base salary. Your stock ownership requirement will be six times your base salary. You must meet this requirement by March 31, 2020.

GENERAL INFORMATION

The terms of this letter do not imply employment for a definite period. This means that your employment will be at-will, and either you or the Company can terminate it at any time, for any or no reason, with or without cause or advance notice. This at-will relationship cannot be changed by any statement, act, series of events, or pattern of conduct and can only be changed by an express, written agreement signed by the Chief Human Resources Officer of Mattel. This letter constitutes the entire agreement regarding the terms of your new position, and it supersedes any other promises, warranties, representations or agreements, whether written or oral. You will continue to be bound by Mattel’s Code of Conduct and Company policies and your Employee Confidentiality and Inventions Agreement.

This letter is only a summary of your compensation and benefits. More details and plan provisions are provided in our Summary Plan Descriptions, Plan Documents or program summaries, which govern and are subject to periodic modification and revision.

Chris, we are sincerely pleased to provide you with this letter detailing the terms of your compensation for your new role as CEO.

Please review the terms contained herein and sign below to indicate your understanding and concurrence. Also, note that I have enclosed two copies of the letter so that you can return a signed copy to me and retain one for your records.

 

3


If I can answer any questions, please do not hesitate to call me.

 

Sincerely,

/s/ Alan Kaye

Alan Kaye
Executive Vice President & Chief Human Resources Officer

 

Agreed and Accepted:

 

/s/ Christopher Sinclair                                      6/8/15

Christopher Sinclair                                              Date

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
3/31/2010-Q
12/31/1510-K,  11-K,  SD
Filed on:7/28/15
For Period end:6/30/154
4/15/15
4/13/154
4/2/154,  8-K,  8-K/A
 List all Filings 
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Filing Submission 0001193125-15-265703   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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