0001193125-07-118858 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 • May 18th, 2007 • 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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CUSTOMIZED FORM FOR THOMAS A. DEBROWSKI GRANT AGREEMENT FOR EMPLOYEE STOCK OPTION UNDER 2005 PLAN WITH 3-YEAR ANNUAL 33%-33%-34% VESTING]
Grant Agreement for a Non-Qualified Stock Option • May 18th, 2007 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

This is a Grant Agreement (this “Grant Agreement”) between Mattel, Inc. (“Mattel”) and Thomas A. Debrowski (the “Holder”). The Notice of Grant of Stock Option that is attached hereto as the cover page of this Grant Agreement is hereinafter referred to as the “Notice.”

GRANT AGREEMENT FOR NON-EMPLOYEE DIRECTOR ANNUAL STOCK OPTION GRANT UNDER 2005 PLAN WITH 3-YEAR 33%-33%-34% VESTING]
Grant Agreement for Non-Employee Director Annual Stock Option Grant • May 18th, 2007 • 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.

GRANT AGREEMENT FOR EMPLOYEE RESTRICTED STOCK UNIT GRANT UNDER 2005 PLAN: 3-YEAR VESTING STARTING YEAR TWO]
Grant Agreement for Restricted Stock Units • May 18th, 2007 • 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.

GRANT AGREEMENT FOR INITIAL GRANT OF STOCK OPTIONS TO NON-EMPLOYEE DIRECTOR UNDER 2005 PLAN: IMMEDIATE VESTING]
Grant Agreement for Stock Options • May 18th, 2007 • 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.

GRANT AGREEMENT FOR EMPLOYEE STOCK OPTION GRANT UNDER 2005 PLAN WITH 3-YEAR 33%-33%-34% VESTING]
Grant Agreement for Employee Stock Option Grant • May 18th, 2007 • 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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