0001193125-06-058002 Sample Contracts

GRANT AGREEMENT FOR INITIAL GRANT OF RESTRICTED STOCK UNITS TO NON-EMPLOYEE DIRECTOR UNDER 2005 PLAN: 3-YEAR CLIFF VESTING
Grant Agreement for Restricted Stock Units • March 17th, 2006 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

This is a Grant Agreement between Mattel, Inc. (“Mattel”) and the individual (the “Holder”) named in the Notice of Grant of Restricted Stock Units (the “Notice”) attached hereto as the cover page of this Grant Agreement.

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GRANT AGREEMENT FOR INITIAL GRANT OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTOR UNDER 2005 PLAN: IMMEDIATE VESTING
Grant Agreement for Stock Options • March 17th, 2006 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

This is a Grant Agreement between Mattel, Inc. (“Mattel”) and the individual (the “Holder”) named in the Notice of Grant of Stock Option (the “Notice”) attached hereto as the cover page of this Grant Agreement.

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