| |
Name of Investment Option | Rate of Return: 1/1/2024 - 9/30/2024 (%) |
BlackRock LifePath® Index 2025 Fund O | |
The participant and Company contributions are credited to bookkeeping accounts for the participants, and the balances of these
accounts are adjusted to reflect, in the case of participants who chose the fixed rate fund, the applicable interest rate, and in the
case of participants who chose the Mattel Company Stock Fund or any of the eight externally managed investment funds or 11
risk-based portfolios, the gains or losses that would have been obtained if the contributions had actually been invested in Mattel
common stock or the applicable externally managed institutional fund, respectively.
We set aside funds to cover our obligations under the DCP in a trust. The assets of the trust, however, belong to Mattel and are
subject to the claims of Mattel’s creditors in the event of bankruptcy or insolvency.
Generally, participants make annual deferral elections, and the DCP allows distributions on a scheduled withdrawal date, death,
permanent disability, retirement, or other termination of employment, with distributions payable in lump sum or up to 15 annual
installments. Certain additional rules apply in the event of a change of control, hardship, or, in the case of contributions before
2005, non-hardship accelerated distributions.
Potential Payments Upon Termination or Change of Control
As of December 31, 2024, each of our NEOs was eligible to participate in the A&R Severance Plan.
We summarize below the severance and change-of-control provisions in effect as of December 31, 2024, pursuant to the terms of
other plans and agreements with relevant severance and change-of-control provisions (e.g., our Amended 2010 Plan, stock grant
agreements, and the MIP).
Amended and Restated Severance Plan
Involuntary Termination
Under the A&R Severance Plan, if a participating NEO’s employment is terminated by Mattel without cause or by the executive for
good reason, other than in connection with a change of control (an “involuntary termination”), the executive generally will be entitled
to the following benefits, which are more fully described in the footnotes to the Estimated Potential Payments table below: (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 LTI awards granted prior to the time the participant
became eligible to participate in the A&R Severance Plan (the participant’s “eligibility date”), treatment will be as set forth in the
applicable equity plan and related grant 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 $50,000 in outplacement benefits for a period of up to 2 years or, if earlier, until the participant
secures new employment. The applicable multiples and severance periods are as follows: 2x and 24 months for Mr. Kreiz, 1.5x and
18 months for Mr. DiSilvestro and Mr. Totzke, and 1x and 12 months for Messrs. Anschell and Isaias. Further, pursuant to
participation letter agreements entered into under the A&R Severance Plan with Messrs. Kreiz and DiSilvestro, with respect to
time-based stock option awards, in lieu of the treatment described in (iii) above, such time-based stock options will be eligible for
full acceleration and up to a 3 year post-termination exercise period (or, if earlier, until the expiration date of the award), which
treatment is consistent with their participation in the Original Severance Plan as in effect prior to the adoption of the
A&R Severance Plan.
Involuntary Termination Following Change of Control
Under the A&R Severance Plan, if a participating NEO’s employment is involuntarily terminated on or within the two-year period
following a change of control, the executive will be entitled to the following benefits, which are more fully described in the footnotes
to the Estimated Potential Payments table below: (i) a cash payment equal to 2x 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 will be as set forth in the
applicable equity plan and related grant 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 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 grant agreements (which currently provide for vesting based on the greater of target or actual performance),
(iv) continued health and welfare payments for 2 years, and (v) up to $50,000 in outplacement benefits for a period of up to 2 years
or, if earlier, until the participant secures new employment. Pursuant to the participation letter agreements entered into with Messrs.
Kreiz and DiSilvestro, with respect to time-based stock option awards, in lieu of the post-termination exercise period described in
