0001193125-09-215975 Sample Contracts

Form of Grant Agreement for Special Retention Award of Restricted Stock Units under the Mattel, Inc. 2005 Equity Compensation Plan
Grant Agreement • October 28th, 2009 • Mattel Inc /De/ • Dolls & stuffed toys • Delaware

Mattel has adopted the 2005 Equity Compensation Plan (the “Plan”) for the granting to selected employees of awards based upon shares of Common Stock of Mattel. In accordance with the terms of the Plan, the Compensation Committee of the Board of Directors (the “Committee”) has approved the execution of this Grant Agreement between Mattel and the Holder. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Plan.

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