Exhibit 10.1


 





November 18, 2019


 


John L. Kimble


Hermosa Beach, CA 90254


kimble@alum.mit.edu


626.233.7817


 


Dear John,


 


On behalf of JAKKS Pacific, Inc., the “Company”
I am pleased to offer you the position of Executive Vice President, Chief Financial Officer reporting to Stephen Berman –
Chief Executive Officer. Should you accept this offer of employment, your first day of employment is anticipated to be on or about
December 6, 2019 (your actual first day of employment is referred to as the “start date”).


 


This letter outlines the terms of your employment
with the Company and your compensation and benefits, as set forth below:


 


		·	Annualized Base Salary



 


		o	$500,000.00 per year, payable semi-monthly and less applicable tax withholding.



 


		·	Executive Incentive Plan



 


		o	You are eligible to participate in JAKKS’ annual bonus program as follows:



 


(a) For 2020 your bonus
will be capped at a multiple of 1.25 times your base salary and shall be earned as follows:


 


(i) 25% of base salary
if EBITDA is $25M-$30M;


(ii) 50% of base salary
if EBITDA is $30M-$35M;


(iii) 100% of base
salary if EBITDA is $35M-$45M; and


(iv) 125% of base
salary if EBITDA is at or above $45M.


 


(b) Calculations of EBITDA
shall be after bonus accruals.


 


(c) For 2021 the bonus will be [capped
at a multiple of 1.25 times your base salary and will be] established by the Board’s compensation committee during the first
quarter of 2021 and will be designed to reflect the Company’s growth from 2019 and 2020. 


 


(d) Such other additional
bonus, if any, which is discretionary and to be determined by the compensation committee.


 


		·	Car Allowance



 


		o	A car allowance of $1,000.00 per month, less applicable tax withholding, payable semi-monthly,
will be provided to you in lieu of mileage reimbursement.



 


  


 






    


     


    

 


		·	Restricted Stock Awards



 


		o	The Company will grant the Executive the Restricted Stock Units pursuant to the Company’s
2002 Stock Award and Incentive Plan. Each Restricted Stock Unit is the equivalent of one share of the Company’s common stock,
par value $.0.01 per share (each a “Share”).



 


(a)   
$250,000 of Restricted Stock Units, based upon the closing share price on the Effective Date (as defined below), will be
granted on the date hereof as a one-time signing bonus which shall vest on the twelve (12) month anniversary of the date thereof.


 


(b)   
Executive will receive annual grants of Restricted Stock Units. $250,000 of Restricted Stock Units will be granted on the
effective date of the Employment Agreement (“Effective Date”) and $500,000 of Restricted Stock Units will be granted
on each anniversary thereof during the term of employment.


 


(c)  
The number of Shares in each annual grant of Restricted Stock Units will be determined by the closing Share price on the
last trading day prior to the Effective Date and on each anniversary of such date during the term of employment.


 


(d) 
 60% ($150,000 for the first year and $300,000 thereafter) of each annual grant of Restricted Stock Units will be subject
to three year “cliff vesting” (i.e. vesting is based upon performance at the close of the three year performance period),
with vesting of each annual grant of Restricted Stock Units determined by the following performance measures:


 


(i) 
Total shareholder return as compared to the Russell 2000 Index (weighted 50%),


(ii) 
Net revenue growth as compared to the Company’s peer group (weighted 25%), and


 (iii) EBITDA growth as compared to the Company’s peer group (weighted 25%).




 


(e)  
40% ($100,000 for the first year and $200,000 thereafter) of each annual grant of Restricted Stock Units will vest in 3
equal annual installments commencing on the first anniversary of the Effective Date and on the second and third anniversaries thereafter.


 


Vesting of the Restricted Stock Units is subject
to the Executive’s continued employment.


 


		·	Change of Control



 


In the event of a change of control (“COC”)
of the Company (as defined for the Company’s other executives), if within twelve (12) months following a Change of Control
Executive’s employment is terminated without Cause or by Executive for Good Reason, Executive will be entitled to receive
an amount equal to Executive’s base monthly salary in effect on the termination date multiplied by twenty-four (24),


 


		·	General Benefits



 


		o	You will be eligible to participate in Company benefit programs as available or that become
available to other similarly situated associates of the Company, subject to the generally applicable terms and conditions of each
program. The continuation or termination of each program will be at the discretion of the Company. Monthly premiums for Medical,
Dental, Vision. Employee Assistance and Long Term Disability are 100% paid by JAKKS for you and your eligible dependents. Benefit
details are as follows:



 


		§	Blue Shield Medical PPO or HMO – Eligible to participate the first of the month upon completing
30 days of employment



		§	Aetna Dental PPO or DMO – Eligible to participate the first of the month upon completing
30 days of employment



 






    


     


    

 


		§	VSP Vision – Eligible to participate the first of the month upon completing 30 days of
employment



		§	Aetna Life Insurance - Eligible to participate the first of the month upon completing 30 days
of employment



		§	Discovery Flexible Spending Medical and Dependent Care Account – Eligible to participate
the first of the month upon completing 30 days of employment



		§	Lincoln Long Term Disability – Eligible to participate the first of the month upon completing
30 days of employment



		§	Lincoln Employee Assistance Program – Eligible to participate the first of the month upon
completing 30 days of employment



 


		·	Executive Benefits Program



 


		o	Exec-U-Care Program



		§	Reimbursement for medical services not otherwise covered, subject to the continuation of that
program in the sole discretion of the Company.



 


		o	Vacation



		§	4 weeks of vacation accrual per year, subject to an accrual cap



		§	Personal and Sick Days



 


		·	401 (k)



 


You are eligible to join the JAKKS Pacific, Inc.
401(k) plan the first of the month following 90 days of employment. You may contribute a pre-tax salary reduction between 1% and
50%. For every dollar you contribute to the plan, JAKKS will match 100% up to 5% of your eligible compensation. The matching is
100% vested immediately. Notwithstanding the foregoing, the Company retains discretion to modify the foregoing benefits at any
time.


 


		·	D&O Insurance



 


As per the terms of the Company’s policies,
you will be eligible for coverage under the Company’s D&O insurance plans (currently providing an aggregate of $60M of
coverage) similar to all other executive level employees.


 


This formal notification of our offer of employment
is subject to the terms set forth in the JAKKS Employment Application and is contingent upon satisfactory background verification,
receipt of an original application, a final review of references, and the approval of the Compensation Committee of the Board of
Directors.


 


For purposes of federal immigration law, you will
be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States.
Such documentation must be provided to us within 3 business days of your date of hire, or our employment relationship with you
may be terminated.


 


Please be aware that your
employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign
at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at
any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company
at least two weeks’ notice.


 






    


     


    

 


You agree that, during the term of your
employment with the Company, you will devote substantially all of your professional time to your responsibilities at JAKKS,
and you will not engage in any other employment, occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in
any other activities that conflict with your obligations to the Company.


 


As a Company Executive, you will be expected to
abide by company rules and standards as presented in our Employee Handbook and our World Wide Code of Business Conduct and Ethics.
As a condition of your employment, you will also be required to sign and comply with a Creative Efforts, Confidential Information
Invention Assignment Agreement which requires, among other provisions, (i) the assignment of patent, copyright and other intellectual
property rights to any invention made during your employment at the Company, and (ii) non-disclosure of proprietary information.


 


To indicate your acceptance of the Company's offer
of employment as stated above, please sign and date this letter in the space provided below. A duplicate original is enclosed for
your records. This letter sets forth the terms of your employment with the Company and supersedes any prior representations or
agreements, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified
or amended except by a written agreement signed by JAKKS’ Chief Executive Officer and you.


 


John, I look forward to working with you and having
you as a member of the team!


 


Sincerely,


 


Elsa Morgan


Sr. Vice President of Human Resources


JAKKS
Pacific, Inc.


 






    


     


    

 


	Agreed
    and accepted:	 
	 	 
	 	 
	Signature	 
	 	 
	 	 
	Printed
    Name	 
	 	 
	 	 
	Received
    Offer Date	 
	 	 
	 	 
	Confirmed
    Start Date