0001193125-06-159450 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 • August 2nd, 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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