0001193125-09-038925 Sample Contracts

AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 26th, 2009 • Mattel Inc /De/ • Dolls & stuffed toys • California

WHEREAS, Mattel, Inc. (“Mattel”) and Kevin M. Farr (the “Executive”) have entered into an Amended and Restated Executive Employment Agreement dated March 28, 2000, as amended April 6, 2000, as amended July 20, 2000, as amended March 6, 2002, as amended March 17, 2005 (the “Agreement”);

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AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 26th, 2009 • Mattel Inc /De/ • Dolls & stuffed toys • California

WHEREAS, Mattel, Inc. (“Mattel”) and Robert A. Eckert (the “Executive”) have entered into an Executive Employment Agreement dated October 18, 2000, as amended March 18, 2005 (the “Agreement”);

September 23, 2008
Supplemental Executive Retirement Plan Waiver • February 26th, 2009 • Mattel Inc /De/ • Dolls & stuffed toys

Pursuant to the letter agreement between you and Mattel, Inc. (the “Company”), dated March 17, 2005 (the “Agreement”), a copy of which is attached hereto, your eligibility to receive an enhanced benefit under the Mattel, Inc. 2005 Supplemental Executive Retirement Plan (the “New SERP”) is conditioned in part on your written waiver of your right to benefits under the Prior SERP (as such term is defined in the Agreement) after remaining employed with the Company through August 19, 2007 (such service requirement, your “Part B Eligibility Requirement”).

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