Employment Agreement - Mattel Inc. and Matthew C. Bousquette


                         EXECUTIVE EMPLOYMENT AGREEMENT  THIS EXECUTIVE EMPLOYMENT AGREEMENT (the 'Agreement') is entered into onJanuary 31, 2000 and effective as of April 1, 1999 (the 'Effective Date')between Mattel, Inc., a Delaware corporation ('Mattel') and Matthew C.Bousquette (the 'Executive').     1.   Employment Period.  Mattel hereby agrees to employ and continue in its          -----------------employ the Executive, and the Executive hereby accepts such employment andagrees to remain in the employ of Mattel, for the period commencing on theEffective Date and ending on the third anniversary of such date, subject toearlier termination as provided herein (the 'Employment Period'); provided thatcommencing on the first day of the month next following the effective datehereof, and on the first day of each month thereafter (the most recent of suchdates is hereinafter referred to as the 'Renewal Date'), the Employment Periodshall be automatically extended so as to terminate three years from such RenewalDate, unless at least 60 days prior to any Renewal Date Mattel or the Executiveshall give notice to the other that the Employment Period shall not be soextended and shall be terminated.     2.   Duties.          ------           (a)   Executive's Position and Duties. During the Employment Period,                -------------------------------the Executive's position shall be that of President of the Boys/Entertainment/Wheels/Games Division of Mattel and the Executive shall have the authority andresponsibilities similar to those held by the Executive on the date hereof withsuch additions and modifications, and consistent with responsibilities generallyassigned to officers of Mattel as the Chief Executive Officer of Mattel may inher discretion and acting in good faith from time to time assign to theExecutive. The Executive's services shall be performed in the greater LosAngeles, California area, provided, however, that the Executive may be requiredto travel on business from time to time generally consistent with theExecutive's travel requirements as of the date of this Agreement.          (b)   Full Time. The Executive agrees to devote the Executive's full                ---------business time to the business and affairs of Mattel and to use the Executive'sbest efforts to perform faithfully and efficiently the responsibilities assignedto the Executive hereunder to the extent necessary to discharge suchresponsibilities, except for (i) services on corporate, civic or charitableboards or committees not significantly interfering with the performance of suchresponsibilities which services have been approved by the Chief ExecutiveOfficer; (ii) periods of vacation and sick leave to which the Executive isentitled; and (iii) the management of personal investments and affairs. TheExecutive will not engage in any outside business activity (as distinguishedfrom personal investment activity and affairs), including, but not limited to,activity as a consultant, agent, partner or officer, or provide businessservices of any nature directly or indirectly to a corporation or other businessenterprise.      3.   Compensation and Benefits.          -------------------------           (a)   Base Salary. During the Employment Period, the Executive shall                -----------receive a base salary ('Base Salary') at a bi-weekly rate at least equal to thebi-weekly salary paid to the Executive by Mattel on the date of this Agreement.The Base Salary shall be reviewed from time to time in accordance with Mattel'spolicies and practices, but no less frequently than once every eighteen (18)months and may be increased at any time and from time to time by action of theBoard of Directors of Mattel or the Compensation/Options Committee thereof orany individual having authority to take such action in accordance with Mattel'sregular practices. Any increase in the Base Salary shall not serve to limit orreduce any other obligation of Mattel hereunder and, after any such increase,the Base Salary shall not be reduced.          (b)   Bonus Programs. In addition to the Base Salary, the Executive                --------------shall be eligible to participate throughout the Employment Period in such cash,deferred bonus, annual bonus and long term bonus plans and programs ('BonusPrograms'), such as Mattel's Management Incentive Plan (the 'MIP') and Long TermIncentive Plan (the 'LTIP'), as may be in effect from time to time in accordancewith Mattel's compensation practices and the terms and provisions of any suchplans or programs as in effect from time to time; provided that the Executive'seligibility for and participation in each of the Bonus Programs shall be at alevel and on terms and conditions no less favorable than those available to anyother comparably situated executive or consultant.          (c)   Incentive Plans. In addition to the Base Salary and                ---------------participation in the Bonus Programs, during the Employment Period the Executive,shall be eligible to participate, subject to the terms and conditions thereof,in all incentive plans and programs, including, but not limited to, stock optionplans and other equity based incentive plans, as may be in effect from time totime with respect to executives employed by Mattel at the Executive's level soas to reflect the Executive's responsibilities.          (d)   Pension and Welfare Benefit Plans. During the Employment Period,                --------------------------------- the Executive and/or the Executive's dependents, as the case may be, shall beeligible to participate in, subject to the terms and conditions thereof, allpension, profit sharing, medical, dental, disability, group life, accidentaldeath and travel accident insurance plans and programs of Mattel as in effectfrom time to time with respect to executives employed by Mattel at theExecutive's level so as to reflect the Executive's responsibilities. Inaddition, the Executive shall be credited for all years of employment servicewith Mattel for purposes of such plans and programs of Mattel, unless suchcrediting is prohibited by law or would adversely affect the tax status of theplan or program.          (e)   Expenses.  During the Employment Period, the Executive shall be                --------entitled to receive prompt reimbursement for all reasonable expenses incurred bythe Executive in accordance with the policies and practices of Mattel as ineffect from time to time.                                       2           (f)   Fringe Benefits. During the Employment Period, the Executive                ---------------shall be entitled to fringe benefits (including automobile benefits, financialcounseling, membership in one city or country club and related expenses) of thekind and quality which are provided to executives at the Executive's level inaccordance with the policies of Mattel as in effect from time to time withrespect to executives employed by Mattel at the Executive's level so as toreflect the Executive's responsibilities.          (g)   Vacation. During the Employment Period, the Executive shall be                --------entitled to paid vacation in accordance with the policies and practices ofMattel as in effect from time to time.          (h)   Stock Options. During the Employment Period, the Executive shall                ------------- be entitled to participate in Mattel's stock option plans in accordance with thepolicies and practices of Mattel as in effect from time to time with respect toexecutives employed by Mattel at the Executive's level so as to reflect theExecutive's responsibilities.          (i)   Certain Amendments. Nothing herein shall be construed to prevent                ------------------Mattel from amending, altering, eliminating or reducing any plans, benefits orprograms set forth in Sections 3(b) through (h) so long as such actions do notresult in a material diminution in the aggregate value of such compensation andbenefits, except for across-the-board compensation and benefit reductions towhich the Executive agrees and which affect all similarly situated executives ofMattel.          (j)   Retention Loan.  Mattel and the Executive have entered into that                --------------certain Loan Agreement (the 'Loan Agreement') dated as of October 29, 1999,which provided, among other things, that the definitions of 'Cause,' 'Change ofControl,' 'Disability' and 'Good Reason' contained in this Agreement supercedethe definitions of such terms as set forth in the Loan Agreement.     4.   Termination.          -----------           (a)   Death or Disability. This Agreement shall terminate                -------------------automatically upon the Executive's death; provided that the Executive's BaseSalary will be continued and paid for a period of six months thereafter. Mattelmay terminate this Agreement, after having established the Executive'sDisability, by giving to the Executive written notice of its intention toterminate the Executive's employment, and the Executive's employment with Mattelshall terminate effective on the 90th day after receipt of such notice (the'Disability Effective Date'). For purposes of this Agreement, the Executive'sDisability shall occur and shall be deemed to have occurred only in the eventthat the Executive suffers a disability due to illness or injury whichsubstantially and materially limits the Executive from performing each of theessential functions of the Executive's job, even with reasonable accommodationand becomes entitled to receive disability benefits under the Mattel Long-TermDisability Plan for exempt employees.                                       3           (b)   Cause. Mattel may terminate the Executive's employment for'Cause' upon a determination of the Chief Executive Officer of Mattel that'Cause' exists. For purposes of this Agreement, 'Cause' means (i) one or morefactually substantiated willful acts of dishonesty on the Executive's part whichare intended to result in the Executive's substantial personal enrichment at theexpense of Mattel; (ii) repeated violations by the Executive of the Executive'sobligations under Section 2 of this Agreement which are demonstrably willful anddeliberate on the Executive's part and which resulted in material injury toMattel; (iii) conduct of a factually substantiated criminal nature (commonlydefined as a 'felony' in criminal statutes) which has or which is more likelythan not to have a material adverse effect on Mattel's reputation or standing inthe community or on its continuing relationships with its customers or those whopurchase or use its products; or (iv) factually substantiated fraudulent conductin connection with the business or affairs of Mattel, regardless of whether saidconduct is designed to defraud Mattel or others; provided that, in each case,the Executive has received written notice of the described activity, has beenafforded a reasonable opportunity to cure or correct the activity described inthe notice, and has failed to substantially cure, correct or cease the activity,as appropriate.          (c)   Good Reason. The Executive may terminate the Executive'semployment at any time for Good Reason. For purposes of this Agreement, 'GoodReason' means the good faith determination by the Executive that any one or moreof the following have occurred:                (i)     without the express written consent of the Executive,any change(s) in any of the duties, authority, or responsibilities of theExecutive which is (are) inconsistent in any substantial respect with theExecutive's position, authority, duties, or responsibilities as contemplated bySection 2 of this Agreement;                (ii)    any failure by Mattel to comply with any of theprovisions of Section 3 of this Agreement, other than an insubstantial andinadvertent failure remedied by Mattel promptly after receipt of notice thereofgiven by the Executive;                (iii)   any proposed termination by Mattel of the Executive'semployment other than as permitted by this Agreement;                (iv)    any failure by Mattel to obtain the assumption andagreement to perform this Agreement by a successor as contemplated by Section11(b); or                (v)     transferring the Executive outside of the greater LosAngeles, California area without the Executive's express written consent.          (d) Change of Control.  'Change of Control' means:              -----------------                                             (i)     the acquisition by any individual, entity or group(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities ExchangeAct of 1934, as amended (the                                       4 'Exchange Act')) (a 'Person') of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) thethen outstanding shares of common stock of Mattel, including the shares ofcommon stock of Mattel issuable upon an exchange of Softkey Exchangeable Sharesthat are not owned by Mattel or any corporation controlled by Mattel (the'Outstanding Company Common Stock') or (ii) the combined voting power of thethen outstanding voting securities of Mattel entitled to vote generally in theelection of directors (the 'Outstanding Company Voting Securities'); provided,however, that for purposes of this subsection (i), the following shall notconstitute a Change of Control: (a) any acquisition directly from Mattel, (b)any acquisition by Mattel or any corporation controlled by Mattel, (c) anyacquisition by any employee benefit plan (or related trust) sponsored ormaintained by Mattel or any corporation controlled by Mattel, (d) anyacquisition by a Person of 20% of either the Outstanding Company Common Stock orthe Outstanding Company Voting Securities as a result of an acquisition ofcommon stock of Mattel by Mattel or of Softkey Exchangeable Shares by Softkeywhich, by reducing the number of shares of common stock of Mattel or SoftkeyExchangeable Shares outstanding, increases the proportionate number of sharesbeneficially owned by such Person to 20% or more of either the OutstandingCompany Common Stock or the Outstanding Company Voting Securities; provided,however, that if a Person shall become the beneficial owner of 20% or more ofeither the Outstanding Company Common Stock or the Outstanding Company VotingSecurities by reason of a share acquisition by Mattel or by Softkey as describedabove and shall, after such share acquisition by Mattel or Softkey, become thebeneficial owner of any additional shares of common stock of Mattel, then suchacquisition shall constitute a Change of Control or (e) any acquisition pursuantto a transaction which complies with clauses (a), (b) and (c) of subsection(iii) of this Section 4(d); provided, further, however, that for purposes ofthis subsection (i), any Investing Person (as such term is defined in the RightsAgreement) shall be deemed not to be a beneficial owner of any Investment Shares(as such term is defined in the Rights Agreement) and the holder of the MattelSpecial Voting Preferred Share (as such term is defined in the Rights Agreement)shall be deemed not to be a beneficial owner of such Mattel Special VotingPreferred Share; or                (ii)    individuals who, as of the date hereof, constitute theBoard (the 'Incumbent Board') cease for any reason to constitute at least amajority of the Board; provided, however, that any individual becoming adirector subsequent to the date hereof whose election, or nomination forelection by Mattel's shareholders, was approved by a vote of at least a majorityof the directors then comprising the Incumbent Board shall be considered asthrough such individual were a member of the Incumbent Board, but excluding, forthis purpose, any such individual whose initial assumption of office occurs as aresult of an actual or threatened election contest with respect to the electionor removal of directors or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board; or                (iii)   consummation by Mattel of a reorganization, merger orconsolidation or sale or other disposition of all or substantially all of theassets of Mattel or the acquisition of assets of another entity (a 'BusinessCombination'), in each case, unless, following such Business Combination, (a)all or substantially all of the individuals and entities                                        5 who were the beneficial owners, respectively, of the Outstanding Company CommonStock and Outstanding Company Voting Securities immediately prior to suchBusiness Combination beneficially own, directly or indirectly, more than 50% of,respectively, the then outstanding shares of common stock and the combinedvoting power of the then outstanding voting securities entitled to votegenerally in the election of directors, as the case may be, of the corporationresulting from such Business Combination (including, without limitation, acorporation which as a result of such transaction owns Mattel or all orsubstantially all of Mattel's assets either directly or through one or moresubsidiaries) in substantially the same proportions as their ownershipimmediately prior to such Business Combination of the Outstanding Company CommonStock and Outstanding Company Voting Securities, as the case may be, (b) noPerson (excluding any employee benefit plan (or related trust) of Mattel or suchcorporation resulting from such Business Combination) beneficially owns,directly or indirectly, 20% or more of, respectively, the then outstanding shareof common stock of the corporation resulting from such Business Combination orthe combined voting power of the then outstanding voting securities of suchcorporation except to the extent that such ownership existed prior to theBusiness Combination and (c) at least a majority of the members of the board ofdirectors of the corporation resulting from such Business Combination weremembers of the Incumbent Board at the time of the execution of the initialagreement, or of the action of the Board, providing for such BusinessCombination; or                (iv)    approval by the shareholders of Mattel of a completeliquidation or dissolution of Mattel.          For the purposes of this Section 4(d), (a) 'Rights Agreement' meansthe Rights Agreement, dated as of February 7, 1992, as amended by an amendmentdated as of May 13, 1999 and an amendment dated as of November 4, 1999 by andbetween Mattel and BankBoston N.A., a national banking association, formerly,The First National Bank of Boston, and not giving effect to any amendmentssubsequent to November 4, 1999, (b) 'Softkey' means Softkey Software ProductsInc., an Ontario corporation, and (c) 'Softkey Exchangeable Shares' means theExchangeable Shares in the capital stock of Softkey.          (e)   Notice of Termination. Any termination of the Executive's                --------------------- employment by Mattel for Cause or following a Change of Control or by theExecutive for Good Reason shall be communicated by Notice of Termination to theother party hereto given in accordance with Section 15(b). Any termination byMattel due to Disability shall be given in accordance with Section 4(a). Forpurposes of this Agreement, a 'Notice of Termination' means a written noticewhich (i) indicates the specific termination provision in this Agreement reliedupon; (ii) except in the event of a termination following a Change of Control,sets forth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive's employment under the provision soindicated; and (iii) specifies the Date of Termination (defined below).          (f)   Date of Termination. 'Date of Termination' means the date of                -------------------actual receipt of the Notice of Termination or any later date specified therein(but not more than fifteen                                        6 (15) days after the giving of the Notice of Termination), as the case may be;provided that (i) if the Executive's employment is terminated by Mattel for anyreason other than Cause or Disability, the Date of Termination is the date onwhich Mattel notifies the Executive of such termination; (ii) if the Executive'semployment is terminated due to Disability, the Date of Termination is theDisability Effective Date; and (iii) if the Executive's employment is terminateddue to the Executive's death, the Date of Termination shall be the date ofdeath.     5.   Obligations of Mattel upon Termination. Other than as specifically set          --------------------------------------forth or referenced in this Agreement, the Executive shall not be entitled toany benefits on or after the Date of Termination.          (a)   Death.  If the Executive's employment is terminated by reason of                -----the Executive's death, this Agreement shall terminate without furtherobligations by Mattel to the Executive's legal representatives under thisAgreement other than those obligations accrued hereunder or under the terms ofthe applicable Mattel plan or program which takes effect at the date of theExecutive's death or as otherwise provided in Section 4(a) or this Section 5(a).As of the Date of Termination, the Executive's family shall be entitled tohealthcare coverage and financial counseling benefits until the thirdanniversary of the Date of Termination.          (b)   Disability. If the Executive's employment is terminated by                ----------reason of the Executive's Disability, the Executive shall be entitled to receiveafter the Disability Effective Date (i) disability benefits, if any, at leastequal to those then provided by Mattel to disabled executives and/or theirfamilies and (ii) until the earlier of the third anniversary of the Date ofTermination or the date the Executive accepts other employment, those otherbenefits on the terms described in Section 5(d)(v).          (c)   Cause. If the Executive's employment is terminated for Cause or                -----if the Executive terminates the Executive's employment without Good Reason,Mattel shall pay the Executive the Executive's full Base Salary through the Dateof Termination at the rate in effect at the time Notice of Termination is given,and Mattel shall have no further obligations to the Executive under thisAgreement.          (d)   Good Reason; Other Than for Cause or Disability. If Mattel                -----------------------------------------------terminates the Executive's employment other than for Cause or Disability or theExecutive terminates the Executive's employment for Good Reason (in each case,other than within 18 months following a Change of Control as provided in Section5(e):                (i)     Mattel shall pay to the Executive in a lump sum in cashwithin 30 days after the Date of Termination the aggregate of the followingamounts:                        (A)   if not theretofore paid, the Executive's BaseSalary through the Date of Termination at the rate in effect at the time ofNotice of Termination was given;                                       7                         (B)   a current year bonus (the 'Bonus') equal to thegreater of (x) the average of the two highest annual bonuses received by theExecutive under the MIP, or any successor plan, in the three years prior to theDate of Termination, including any years in which the Executive was paid nobonus, (the 'Average Annual Bonus') and prorated to reflect the total number offull months the Executive is employed on an active and full time basis in theyear in which termination occurs, (y) the annual bonus paid to the Executive,under the MIP or any successor plan, if any, for the 2000 or 2001 calendar year,whichever is greater, without proration, or (z) the target annual bonus (50%) for the Executive under the MIP for the 2000 calendar year;                        (C)   three times the sum of (x) the Executive's annualBase Salary at the rate in effect at the time the Notice of Termination is givenand (y) the Bonus defined in Section 5(d)(i)(B), but without proration (and, ineach such case, without regard to any contributions by Mattel for theExecutive's benefit to any retirement or other investment plans).                (ii)    Mattel shall pay the Executive a portion of any long-term incentive compensation that Executive would have received under the LTIPwith respect to any performance period which is pending as of the Executive'sDate of Termination as if the Executive had remained employed for the entireperformance period, pro rated based on the number of full months of Executive'semployment during the performance period over the total number of months in theperformance period, which amount shall be payable at the end of the period inaccordance with the terms of the LTIP and shall be net of any interim paymentspreviously made to the Executive.                (iii)   Any options granted to the Executive under Mattel'sstock option plans, other than Mattel's 1997 Premium Price Stock Option Plan orany successor thereto (the 'Stock Option Plans'), shall become immediatelyexercisable and the Executive shall have a period of 90 days following the Dateof Termination (but in no event past the expiration of the term of the optiongrant) to exercise all options granted under the Stock Option Plans thenexercisable or which become exercisable pursuant to this clause (iii).                (iv)    Mattel shall, promptly upon submission by the Executiveof supporting documentation, pay or reimburse to the Executive any costs andexpenses paid or incurred by the Executive which would have been payable underSection 3(e) if the Executive's employment had not terminated.                (v)     Until the earlier of (x) the third anniversary of theDate of Termination or (y) the date the Executive becomes gainfully employed ina substantially similar employment position, Mattel shall provide to theExecutive at Mattel's expense:                        (A)   coverage under Mattel's medical, dental,prescription drug and vision care group insurance as in effect from time to timeon the same terms and conditions as such insurance is available to activeemployees of Mattel (the last 18 months of the                                        8 Executive's coverage under such insurance shall be deemed to be participationunder an election to continue such benefits under the Consolidated OmnibusBudget Reconciliation Act at Mattel's expense);                        (B)   outplacement services at the expense of Mattelcommensurate with those provided to terminated executives of comparable leveland made available through and at the facilities of a reputable and experiencedvendor;                        (C)   financial counseling and tax preparation servicesthrough the vendor engaged and paid for by Mattel;                        (D)   automobile benefits; provided however, that ifsuch automobile is leased by Mattel, such benefits shall expire upon expirationof such lease. Upon expiration of the automobile benefits, at which time theExecutive may purchase the car for either $100, if the automobile benefitsterminate at the end of the lease term, or Mattel's book value, if theautomobile benefits terminate on either the third anniversary of the Date ofTermination or the date on which the Executive accepts other employment. As ofthe Date of Termination, all expenses related to such automobile, including butnot limited to insurance, repairs, maintenance, gasoline, and car phone andassociated expenses, shall be the sole responsibility of the Executive; and                        (E)   membership in one city or country club and relatedexpenses. Mattel shall cause the membership to be transferred to the Executiveat no cost to the Executive.                (vi)    If the Executive is a participant in the MattelSupplemental Executive Retirement Plan, the Mattel Deferred Compensation Plan orthe Mattel Retiree Medical Plan, the Executive shall be given credit for threeyears of service (in addition to actual service) and for three years of attainedage to be added to the Executive's actual age for purposes of computing anyservice and age-related benefits for which the Executive is eligible under suchplans.Notwithstanding the foregoing, if Mattel terminates the Executive's employmentother than for Cause or Disability or if the Executive terminates theExecutive's employment for Good Reason and such termination occurs within 18months after the date upon which Mattel changes the person to whom the Executiveimmediately reports, then (a) the Executive's 'Average Annual Bonus' for thepurpose of calculating the amounts provided by clauses (d)(i)(B) and (d)(i)(C)above shall be equal to the Executive's maximum targeted MIP bonus for the yearin which the termination of employment occurs and (b) the amount payable to theExecutive under clause (d)(ii) above shall be based on the maximum LTIP paymentthat the Executive could have received with respect to the pending performanceperiod, rather than amount which would have been payable to the Executive hadthe Executive remained employed for the entire performance period.Notwithstanding the foregoing, the amounts payable with respect to a terminationof                                        9 employment which is subject to the preceding sentence shall be prorated asset forth in clauses (d)(i)(B) and (d)(ii).          (e)   Change of Control. If, within 18 months following a Change of                -----------------Control, the Executive terminates the Executive's employment for Good Reason orMattel or the surviving entity terminates the Executive's employment other thanfor Cause or Disability or within the 30 day period immediately following thesix (6) month anniversary of a Change of Control the Executive terminates theExecutive's employment for any reason:                (i)     Mattel shall pay to the Executive in a lump sum in cashwithin 30 days after the Date of Termination the aggregate of the followingamounts:                        (A)   if not theretofore paid, the Executive's BaseSalary through the Date of Termination at the rate in effect at the time ofNotice of Termination was given;                        (B)   a current year bonus (the 'Bonus Amount') equal tothe greater of (x) the average of the two highest annual bonuses received by theExecutive under the MIP, or any successor plan, in the three years prior to theDate of Termination, including any years in which the Executive was paid nobonus, and prorated to reflect the total number of full months the Executive isemployed on an active and full time basis in the year in which terminationoccurs, (y) the annual bonus paid to the Executive, under the MIP or anysuccessor plan, if any, for the 2000 or 2001 calendar year, whichever isgreater, without proration, or (z) the target annual bonus (50%) for theExecutive under the MIP for the 2000 calendar year;                        (C)   three times the sum of (x) the Executive's annualBase Salary at the rate in effect at the time the Notice of Termination is givenand (y) the Bonus Amount defined in Section 5(e)(i)(B), but without proration(and, in each such case, without regard to any contributions by Mattel for theExecutive's benefit to any retirement or other investment plans).                (ii)    Any options granted to the Executive under Mattel'sstock option plans, other than Mattel's 1997 Premium Price Stock Option Plan orany successor thereto (the 'Stock Option Plans'), shall become immediatelyexercisable and the Executive shall have a period of 90 days or such longerperiod of time as specified in the Stock Option Plans following the Date ofTermination (but in no event past the expiration of the term of the optiongrant) to exercise all options granted under the Stock Option Plans thenexercisable or which become exercisable pursuant to this clause (ii).                (iii)   Mattel shall, promptly upon submission by the Executiveof supporting documentation, pay or reimburse to the Executive any costs andexpenses paid or incurred by the Executive which would have been payable underSection 3(e) if the Executive's employment had not terminated.                                       10                 (iv)    Until the earlier of (x) the third anniversary of theDate of Termination or (y) the date the Executive becomes gainfully employed ina substantially similar employment position, Mattel shall provide to theExecutive at Mattel's expense:                        (A)   coverage under Mattel's medical, dental,prescription drug and vision care group insurance as in effect from time to timeon the same terms and conditions as such insurance is available to activeemployees of Mattel (the last 18 months of the Executive's coverage under suchinsurance shall be deemed to be participation under an election to continue suchbenefits under the Consolidated Omnibus Budget Reconciliation Act at Mattel'sexpense);                        (B)   outplacement services at the expense of Mattelcommensurate with those provided to terminated executives of comparable leveland made available through and at the facilities of a reputable and experiencedvendor;                        (C)   financial counseling and tax preparation servicesthrough the vendor engaged and paid for by Mattel;                        (D)   automobile benefits; provided however, that ifsuch automobile is leased by Mattel, such benefits shall expire upon expirationof such lease. Upon expiration of the automobile benefits, at which time theExecutive may purchase the car for either $100, if the automobile benefitsterminate at the end of the lease term, or Mattel's book value, if theautomobile benefits terminate on either the third anniversary of the Date ofTermination or the date on which the Executive accepts other employment. As ofthe Date of Termination, all expenses related to such automobile, including butnot limited to insurance, repairs, maintenance, gasoline, and car phone andassociated expenses, shall be the sole responsibility of the Executive; and                        (E)   membership in one city or country club and relatedexpenses. Mattel shall cause the membership to be transferred to the Executiveat no cost to the Executive.                (v)     If the Executive is a participant in the MattelSupplemental Executive Retirement Plan, the Mattel Deferred Compensation Plan orthe Mattel Retiree Medical Plan, the Executive shall be given credit for threeyears of service (in addition to actual service) and for three years of attainedage to be added to the Executive's actual age for purposes of computing anyservice and age-related benefits for which the Executive is eligible under suchplans.     6.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or         -------------------------                                             limit the Executive's continuing or future participation in any benefit, bonus,incentive or other plan or program provided by Mattel and for which theExecutive may qualify, nor shall anything herein limit or otherwise affect suchrights as the Executive may have under any stock option or other                                        11 agreement with Mattel or any of its affiliated companies. Except as otherwiseprovided herein, amounts which are vested benefits or which the Executive isotherwise entitled to receive under any plan or program of Mattel at orsubsequent to the Date of Termination shall be payable in accordance with suchplan or program.     7.  No Set Off, Payment of Fees.  Except as provided herein, Mattel's         ---------------------------                                      obligation to make the payments provided for in this Agreement and otherwise toperform its obligations hereunder shall not be affected by any circumstances,including without limitation any set-off, counterclaim, recoupment, defense orother right which Mattel may have against the Executive or others.  Mattelagrees to pay, to the full extent permitted by law, all legal fees and expenseswhich the Executive may reasonably incur as a result of any contest (regardlessof the outcome thereof) by Mattel or others of the validity or enforceabilityof, or liability under, any provision of this Agreement other than expensesrelating to a claim by the Executive that the Executive terminated for GoodReason or that the termination for Cause was improper, in which case such feesand expenses shall be paid only if the Executive prevails in whole or in part.In the event that the Executive shall in good faith give a Notice of Terminationfor Good Reason and it shall thereafter be determined that Good Reason did notexist, the employment of the Executive shall, unless Mattel and the Executiveshall otherwise mutually agree, be deemed to have terminated at the Date ofTermination specified in such purported Notice of Termination by mutual consentof Mattel and the Executive and thereupon, the Executive shall be entitled toreceive only those payments and benefits which the Executive would have beenentitled to receive at such date.     8.   Arbitration of Disputes.          -----------------------           (a)   The parties agree that any disputes, controversies or claimswhich arise out of or relate to this Agreement, the Executive's employment orthe termination of the Executive's employment, including, but not limited to,any claim relating to the purported validity, interpretation, enforceability orbreach of this Agreement, and/or any other claim or controversy arising out ofthe relationship between the Executive and Mattel (or the nature of therelationship) or the continuation or termination of that relationship,including, but not limited to, claims that a termination was for Cause, or forGood Reason, claims for breach of covenant, breach of an implied covenant ofgood faith and fair dealing, wrongful termination, breach of contract, orintentional infliction of emotional distress, defamation, breach of right ofprivacy, interference with advantageous or contractual relations, fraud,conspiracy or other tort or property claims of any kind, which are not settledby agreement between the parties, shall be settled by expedited arbitrationunder the then applicable arbitration rules of JAMS/Endispute (or any othermutually agreed arbitrator) before a board of three arbitrators, as selectedthereunder.          One arbitrator shall be selected by the Executive, one by Mattel andthe third by the two persons so selected, all in accordance with the thenapplicable arbitration rules of JAMS/Endispute then in effect. In the event thatthe arbitrator selected by the Executive and the arbitrator selected by Mattelare unable to agree upon a third arbitrator, then the third arbitrator shall beselected from a list of seven (each of whom shall be a member of the'Independent List'                                        12 of retired judges with experience in resolving employment disputes) provided bythe Los Angeles office of JAMS/Endispute with the parties striking names inorder and the party striking first to be determined by the flip of a coin. Thearbitration shall be held in a location mutually agreed upon by the parties. Inthe absence of agreement, the arbitration shall be held in Los Angeles,California.          (b)   In consideration of the parties' agreement to submit toarbitration all disputes with regard to this Agreement and/or with regard to anyalleged contract, or any other claim arising out of their conduct, therelationship existing hereunder or the continuation or termination of thatrelationship, and in further consideration of the anticipated expedition and theminimizing of expense resulting from this arbitration remedy, the arbitrationprovisions of this Agreement shall provide the exclusive remedy, and each partyexpressly waives any right the Executive or it may have to seek redress in anyother forum.          (c)   Any claim which either party has against the other party whichcould be submitted for resolution pursuant to this Section 8 must be presentedin writing by the claiming party to the other within the period of theapplicable statue of limitations.          (d)   Mattel will pay all costs and expenses of the arbitration.          (e)   Any decision and award or order of a majority of the arbitratorsshall be binding upon the parties hereto and judgment thereon may be entered inthe Superior Court of the State of California or any other court havingjurisdiction.          (f)   Each of the above terms and conditions of this Section 8 shallhave separate validity and the invalidity of any part thereof shall not affectthe remaining parts.          (g)   Any decision and award or order of a majority of the arbitratorsshall be final and binding between the parties as to all claims which wereraised in connection with the dispute to the full extent permitted by law. Inall other cases, the parties agree that a decision of a majority of arbitratorsshall be a condition precedent to the institution or maintenance of any legal,equitable, administrative, or other formal proceeding by Mattel or the Executivein connection with the dispute, and that the decision and opinion of the boardof arbitrators may be presented in any other forum on the merits of the dispute.     9.   General Release.  The Executive acknowledges and agrees that this          ---------------                                                  Agreement includes the entire agreement and understanding between the partieswith regard to the Executive's employment, the termination thereof during theEmployment Period, and all amounts to which the Executive shall be entitledwhether during the term of employment or upon termination thereof.  TheExecutive also acknowledges and agrees that the Executive's right to receiveseverance pay and other benefits pursuant to subsections (b), (d) and (e) ofSection 5 of this Agreement is contingent upon the Executive's compliance withthe covenants set forth in Section 10 of this Agreement and the Executive'sexecution and acceptance of the terms and                                        13 conditions of, and the effectiveness of the General Release of All Claims (the'Release') attached hereto as Exhibit 'A.' If the Executive fails to comply withthe covenants set forth in Section 10 or if the Executive fails to execute theRelease within twenty-one (21) days of receipt of such Release, then theExecutive shall not be entitled to any severance payments or other benefits towhich the Executive would otherwise be entitled under subsections (b), (d) and(e) of Section 5 of this Agreement.     10.  The Executive's Covenants.          -------------------------           (a)   The Executive acknowledges that in the Executive's capacity inmanagement, the Executive has had a great deal of exposure and access to a broadvariety of commercially valuable proprietary information which is vital to thesuccess of Mattel's business including, by way of illustration, past, currentand future products and product concepts, marketing strategies, research andplans and information regarding employees. The Executive acknowledges that as aresult of the Executive's knowledge of the above information and inconsideration for the benefits offered by Mattel under this Agreement, theExecutive hereby agrees to reaffirm and recognize the Executive's continuingobligations with respect to the use and disclosure of confidential andproprietary information of Mattel pursuant to the Mattel's policies as set forthin Mattel's form Executive Patent and Confidence Agreement, as revised from timeto time, and by this reference made a part hereof. Pursuant thereto, theExecutive acknowledges and agrees that Mattel shall be entitled to injunctiverelief to prevent a threatened misappropriation of one or more of the Mattel'strade secrets or to halt an actual misappropriation of such trade secrets. TheExecutive shall hold in a fiduciary capacity for the benefit of Mattel allsecret or confidential information, knowledge or data relating to Mattel or anyof its affiliated companies, and their respective businesses, which shall havebeen obtained by the Executive during the Executive's employment by Mattel orany of its affiliated companies and which shall not be public knowledge. Aftertermination of the Executive's employment with Mattel, the Executive shall not,without the prior written consent of Mattel, communicate or divulge any suchinformation, knowledge or data to anyone other than Mattel and those designatedby it. The Executive further represents and agrees that, unless otherwiserequired by law, the Executive will keep the terms, amount and fact of thisAgreement completely confidential, and that the Executive will not hereafterdisclose any information concerning this Agreement to anyone other thanExecutive's immediate family and professional representatives who will beinformed of and bound by this confidentiality clause.          (b)   If the termination of the Executive's employment occurs prior toa Change of Control, the Executive agrees that eligibility for severancepayments and other benefits under this Agreement are contingent upon theExecutive's agreement and compliance with Mattel's requirement that theExecutive does not accept employment nor an engagement as a consultant with acompetitor whereupon such position is comparable to the position the Executiveheld with Mattel and where the Executive can not reasonably satisfy Mattel thatthe new employer is prepared to and/or does take adequate steps to preclude andto prevent inevitable disclosure of trade secrets, as prohibited under theMattel's policies with respect to the use and disclosure of                                        14 confidential and proprietary information, as set forth in Mattel's formExecutive Patent and Confidence Agreement, as revised from time to time, and bythis reference made a part hereof. If the Executive accepts employment or aconsulting relationship with a competitor as described above, no furtherpayments nor eligibility for benefits continuation will be available to theExecutive as of the date the Executive commences such employment/consulting. Itis a specific condition of this Agreement that so long as the Executive isreceiving any payments or benefits under this Agreement with respect to atermination of the Executive's employment prior to a Change of Control, theExecutive is obligated to immediately notify Mattel as to the specifics of thenew position that the Executive is planing to commence as an employee orconsultant for any company which is a competitor of Mattel.          (c)   The Executive agrees that so long as the Executive is receivingany payments or benefits under this Agreement and for a period of 12 monthsthereafter, the Executive will not participate in recruiting any of Mattel'semployees or in the solicitation of Mattel's employees, and the Executive willnot communicate to any other person or entity, about the nature, quality orquantity of work, or any special knowledge or personal characteristics of anyperson employed by Mattel. If the Executive should wish to discuss possibleemployment with any then-current Mattel employee during the 12-month period setforth above, the Executive may request written permission to do so from thesenior human resources officer of Mattel who may, in his/her discretion, grant awritten exception to the no solicitation agreement set forth above, provided,however, the Executive agrees that the Executive will not discuss any suchemployment possibility with such employees prior to securing Mattel'spermission. If Mattel should decline to grant such permission, the Executiveagrees that the Executive will not at any time, either during or after the non-solicitation period set forth above, advise the employee concerned that he/shewas the subject of a request under this paragraph or that Mattel refused togrant the Executive the right to discuss an employment possibility with him/her.     11.  Successors.          ----------           (a)   This Agreement is personal to the Executive and without theprior written consent of Mattel shall not be assignable by the Executiveotherwise than by will or the laws of descent and distribution. This Agreementshall inure to the benefit of and be enforceable by the Executive's legalrepresentatives.          (b)   This Agreement shall inure to the benefit of and be binding uponMattel and its successors. Mattel shall require any successor to all orsubstantially all of the business and/or assets of Mattel, whether direct orindirect, by purchase, merger, consolidation, acquisition of stock, orotherwise, by an agreement in form and substance satisfactory to the Executive,expressly to assume and agree to perform this Agreement in the same manner andto the same extent as Mattel would be required to perform if no such successionhad taken place.     12.  Amendment; Waiver.  This Agreement contains the entire agreement          ---------  ------ between the parties with respect to the subject matter hereof and may beamended, modified or changed only                                        15 by a written instrument executed by the Executive and Mattel. No provision ofthis Agreement may be waived except by a writing executed and delivered by theparty sought to be charged. Any such written waiver will be effective only withrespect to the event or circumstance described therein and not with respect toany other event or circumstance, unless such waiver expressly provides to thecontrary.     13.  Long Term Incentive Compensation Plan Payments After a Change of          ----------------------------------------------------------------Control.-------          (a)   In the event of a Change of Control during the EmploymentPeriod, Mattel shall pay the Executive a cash payment as provided under theprovisions of the LTIP, as in effect immediately prior to the Change of Control.          (b)   In addition, in the event of a Change of Control during theEmployment Period, within thirty (30) days after the date of such Change ofControl, Mattel shall pay the Executive any unpaid amounts to which theExecutive is entitled with respect to any performance period under the LTIP, orany other successor long-term incentive compensation plan of Mattel, that hasbeen completed as of the date of the Change of Control.     14.  Certain Additional Payments by Mattel.          -------------------------------------           (a)   Anything in this Agreement to the contrary notwithstanding andexcept as set forth below, in the event it shall be determined that any Payment(as defined below) would be subject to the Excise Tax (as defined below), thenthe Executive shall be entitled to receive an additional payment (a 'Gross-UpPayment') in an amount such that after payment by the Executive of all taxes(including any interest or penalties imposed with respect to such taxes),including, without limitation, any income taxes (and any interest and penaltiesimposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,the Executive retains an amount of the Gross-Up Payment equal to the Excise Taximposed upon the Payments.  Notwithstanding the foregoing provisions of thisSection 14(a), if it shall be determined that the Executive is entitled to aGross-Up Payment, but that the Parachute Value of Payments (as defined below)does not exceed 110% of the Safe Harbor Amount (as defined below), then noGross-Up Payment shall be made to the Executive and the Agreement Payments (asdefined below), in the aggregate, shall be reduced to (but not below zero) suchthat the Parachute Value of all Payments equals the Safe Harbor Amount,determined in such a manner as to maximize the Value of all Payments (as definedbelow) actually made to the Executive.          (b)   Subject to the provisions of Section 14(c), all determinationsrequired to be made under this Section 14, including whether and when a Gross-UpPayment is required and the amount of such Gross-Up Payment and the assumptionsto be utilized in arriving at such determination, shall be made byPricewaterhouseCooper LLP or such other nationally recognized certified publicaccounting firm as may be designated by the Executive (the 'Accounting Firm')which shall provide detailed supporting calculations both to Mattel and theExecutive within 15                                        16 business days of the receipt of notice from the Executive that there has been aPayment, or such earlier time as is requested by Mattel. All fees and expensesof the Accounting Firm shall be borne solely by Mattel. Subject to Section 14(e)below, any Gross-Up Payment, as determined pursuant to this Section 14, shall bepaid by Mattel to the Executive within five days of the receipt of theAccounting Firm's determination. Any determination by the Accounting Firm shallbe binding upon Mattel and the Executive. As a result of the uncertainty in theapplication of Section 4999 of the Internal Revenue Code of 1986, as amended(the 'Code') at the time of the initial determination by the Accounting Firmhereunder, it is possible that Gross-Up Payments which will not have been madeby Mattel should have been made ('Underpayment'), consistent with thecalculations required to be made hereunder. In the event that Mattel exhaustsits remedies pursuant to Section 14(c) and the Executive thereafter is requiredto make a payment of any Excise Tax, the Accounting Firm shall determine theamount of the Underpayment that has occurred and any such Underpayment shall bepromptly paid by Mattel to or for the benefit of the Executive.          (c)   The Executive shall notify Mattel in writing of any claim by theInternal Revenue Service that, if successful, would require the payment byMattel of the Gross-Up Payment.  Such notification shall be given as soon aspracticable but no later than ten business days after the Executive is informedin writing of such claim and shall apprise Mattel of the nature of such claimand the date on which such claim is requested to be paid.  The Executive shallnot pay such claim prior to the expiration of the 30-day period following thedate on which it gives such notice to Mattel (or such shorter period ending onthe date that any payment of taxes with respect to such claim is due).  IfMattel notifies the Executive in writing prior to the expiration of such periodthat it desires to contest such claim, the Executive shall:                (i)     give Mattel any information reasonably requested byMattel relating to such claim,                (ii)    take such action in connection with contesting suchclaim as Mattel shall reasonably request in writing from time to time,including, without limitation, accepting legal representation with respect tosuch claim by an attorney reasonably selected by Mattel,                (iii)   cooperate with Mattel in good faith in order effectivelyto contest such claim, and                (iv)    permit Mattel to participate in any proceedings relatingto such claim;provided, however, that Mattel shall bear and pay directly all costs andexpenses (including additional interest and penalties) incurred in connectionwith such contest and shall indemnify and hold the Executive harmless, on anafter-tax basis, for any Excise Tax or income tax (including interest andpenalties with respect thereto) imposed as a result of such representation andpayment of costs and expenses.  Without limitation on the foregoing provisionsof this Section 14(c), Mattel shall control all proceedings taken in connectionwith such contest and, at                                        17 its sole option, may pursue or forgo any and all administrative appeals,proceedings, hearings and conferences with the taxing authority in respect ofsuch claim and may, at its sole option, either direct the Executive to pay thetax claimed and sue for a refund or contest the claim in any permissible manner,and the Executive agrees to prosecute such contest to a determination before anyadministrative tribunal, in a court of initial jurisdiction and in one or moreappellate courts, as Mattel shall determine; provided, however, that if Matteldirects the Executive to pay such claim and sue for a refund, Mattel shalladvance the amount of such payment to the Executive, on an interest-free basisand shall indemnify and hold the Executive harmless, on an after-tax basis, fromany Excise Tax or income tax (including interest or penalties with respectthereto) imposed with respect to such advance or with respect to any imputedincome with respect to such advance; and further provided that any extension ofthe statute of limitations relating to payment of taxes for the taxable year ofthe Executive with respect to which such contested amount is claimed to be dueis limited solely to such contested amount. Furthermore, Mattel's control of thecontest shall be limited to issues with respect to which a Gross-Up Paymentwould be payable hereunder and the Executive shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal RevenueService or any other taxing authority.          (d)   If, after the receipt by the Executive of an amount advanced byMattel pursuant to Section 14(c), the Executive becomes entitled to receive anyrefund with respect to such claim, the Executive shall (subject to Mattel'scomplying with the requirements of Section 14(c)) promptly pay to Mattel theamount of such refund (together with any interest paid or credited thereon aftertaxes applicable thereto).  If, after the receipt by the Executive of an amountadvanced by Mattel pursuant to Section 14(c), a determination is made that theExecutive shall not be entitled to any refund with respect to such claim andMattel does not notify the Executive in writing of its intent to contest suchdenial of refund prior to the expiration of 30 days after such determination,then such advance shall be forgiven and shall not be required to be repaid andthe amount of such advance shall offset, to the extent thereof, the amount ofGross-Up Payment required to be paid.          (e)   Notwithstanding any other provision of this Section 14, Mattelmay withhold and pay over to the Internal Revenue Service for the benefit of theExecutive all or any portion of the Gross-Up Payment that it determines in goodfaith that it is or may be in the future required to withhold, and the Executivehereby consents to such withholding.          (f)   Definitions.  The following terms shall have the following                -----------                                               meanings for purposes of this Section 14.                (i)     An 'Agreement Payment' shall mean a Payment paid orpayable pursuant to this Agreement (disregarding this Section 14) and anypayment relating to the Loan Agreement.                (ii)    'Excise Tax' shall mean the excise tax imposed bySection 4999 of the Code, together with any interest or penalties imposed withrespect to such excise tax.                                       18                 (iii)   The 'Net After-Tax Amount' of a Payment shall mean theValue of a Payment net of all taxes imposed on the Executive with respectthereto under Sections 1 and 4999 of the Code and applicable state and locallaw, determined by applying the highest marginal rates that are expected toapply to the Executive's taxable income for the taxable year in which thePayment is made.                (iv)    'Parachute Value' of a Payment shall mean the presentvalue as of the date of the change of control for purposes of Section 280G ofthe Code of the portion of such Payment that constitutes a 'parachute payment'under Section 280G(b)(2), as determined by the Accounting Firm for purposes ofdetermining whether and to what extent the Excise Tax will apply to suchPayment.                (v)     A 'Payment' shall mean any payment or distribution inthe nature of compensation (within the meaning of Section 280G(b)(2) of theCode) to or for the benefit of the Executive, whether paid or payable pursuantto this Agreement or otherwise.                (vi)    The 'Safe Harbor Amount' means the maximum ParachuteValue of all Payments that the Executive can receive without any Payments beingsubject to the Excise Tax.                (vii)   'Value' of a Payment shall mean the economic presentvalue of a Payment as of the date of the change of control for purposes ofSection 280G of the Code, as determined by the Accounting Firm using thediscount rate required by Section 280G(d)(4) of the Code.     15.  Miscellaneous.          -------------           (a)   This Agreement shall be governed by and construed in accordancewith the laws of the State of California, without reference to principles ofconflict of laws. The captions of this Agreement are not part of the provisionshereof and shall have no force or effect.          (b)   All notices and other communications hereunder shall be inwriting; shall be delivered by hand delivery to the other party or mailed byregistered or certified mail, return receipt requested, postage prepaid; shallbe deemed delivered upon actual receipt; and shall be addressed as follows:          If to Mattel:          ------------                               MATTEL, INC.                              333 Continental Blvd.                              El Segundo, CA 90245          If to Executive:          ---------------                                        19                               Mr. Matthew Bousquette                              MATTEL, INC.                              333 Continental Blvd.                              El Segundo, CA 90245or to such other address as either party shall have furnished to the other inwriting in accordance herewith.          (c)   Any provision of this Agreement which is prohibited orunenforceable in any jurisdiction will, as to such jurisdiction, be ineffectiveto the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof, and any such prohibition or unenforceability in anyjurisdiction will not invalidate or render unenforceable such provision in anyother jurisdiction.          (d)   Mattel may withhold from any amounts payable under thisAgreement such Federal, state or local taxes as shall be required to be withheldpursuant to any applicable law or regulation.          (e)   Mattel agrees to reimburse the Executive for the reasonableattorneys' fees and costs incurred by the Executive in connection with thisAgreement and the Loan Agreement, in an aggregate amount not to exceed $10,000.                                       20      IN WITNESS WHEREOF, each of the parties hereto has duly executed thisAgreement as of the date first set forth above.EXECUTIVE:                              MATTHEW C. BOUSQUETTE                              /s/ Matthew C Bousquette                              ----------------------------------MATTEL:                       MATTEL, INC.,                              a Delaware corporation                              By:  /s/ Jill E. Barad  1/31/00                                 -------------------------------                              Its: Chief Executive Officer                                  ------------------------------ATTEST:-------------------Assistant Secretary                                   Exhibit 'A'                                GENERAL RELEASE                                 OF ALL CLAIMS                                        1.   For valuable consideration, the receipt and adequacy of which are herebyacknowledged, the undersigned ('Executive') does hereby  on behalf of Executiveand Executive's successors, assigns, heirs and any and all other personsclaiming through Executive, if any, and each of them, forever relieve, release,and discharge Mattel, Inc. ('Mattel') and its respective predecessors,successors, assigns, owners, attorneys, representatives, affiliates, Mattelcorporations, subsidiaries (whether or not wholly-owned), divisions, partnersand their officers, directors, agents, employees, servants, executors,administrators, accountants, investigators, insurers, and any and all otherrelated individuals and entities, if any, and each of them, in any and allcapacities from any and all claims, debts, liabilities, demands, obligations,liens, promises, acts, agreements, costs and expenses (including, but notlimited to attorneys' fees), damages, actions and causes of action, of whateverkind or nature, including, without limiting the generality of the foregoing, anyclaims arising out of, based upon, or relating to the hire, employment,remuneration (including salary; bonus; incentive or other compensation;vacation, sick leave or medical insurance benefits; or other benefits) ortermination of Executive's employment with Mattel.2.   This release includes a release of any rights or claims Executive may haveunder the Age Discrimination in Employment Act, which prohibits agediscrimination in employment as to individuals forty years of age and older; theOlder Workers Benefit Protection Act, which prohibits discrimination againstolder workers in all Executive benefits; Title VII of the Civil Rights Act of1964, as amended in 1991, which prohibits discrimination in employment based onrace, color, national origin, religion or sex; the California Fair Employmentand Housing Act, which prohibits discrimination based on race, color, religion,national origin, ancestry, physical or mental disability, medical condition,sex, pregnancy-related condition, marital status, age or sexual orientation; theEqual Pay Act, which prohibits paying men and women unequal pay for equal work;the Americans with Disabilities Act, which prohibits discrimination againstqualified individuals with disabilities; or any other federal, state or locallaws or regulations which prohibit employment discrimination, restrict anemployer's right to terminate Executives, or otherwise regulate employment.This also includes a release by Executive of any claims for breach of contract,wrongful discharge and all claims for alleged physical or personal injury,emotional distress relating to or arising out of Executive's employment withMattel or the termination of that employment; any claims under the WARN Act orany similar law, which requires, among other things, that advance notice begiven of certain work force reductions; and all claims under the EmployeeRetirement Income Security Act, such as claims relating to pension or healthplan benefits. 3.   Notwithstanding any other provision of this Agreement, this release doesnot apply to any rights or claims which arise after the execution of thisAgreement or to any rights or claims with respect to any breach of that certainExecutive Employment Agreement (the 'Employment Agreement') by between Executiveand Mattel.4.   This release, as contained within this Agreement, covers both claims thatExecutive knows about and those Executive may not know about.  Executiveexpressly waives all rights afforded by any statute (such as Section 1542 of theCivil Code of the State of California) which limits the effect of a release withrespect to unknown claims.  Executive understands the significance ofExecutive's release of unknown claims and Executive's waiver of statutoryprotection against a release of unknown claims (such as under Section 1542).Section 1542 of the Civil Code of the State of California states as follows:                'A general release does not extend to claims which the creditor   does not know or suspect to exist in his favor at the time of executing the   release, which if known by him must have materially affected his settlement   with the debtor.'Notwithstanding the provisions of Section 1542, Executive expressly acknowledgesthat this release is intended to include both claims that Executive knows aboutand those Executive does not know or suspect to exist.5.   The provisions of this Agreement are severable, and if any part of it isfound to be unenforceable, the other paragraphs shall remain fully valid andenforceable.  This Agreement shall be construed in accordance with its fairmeaning and in accordance with the laws of the state of California, withoutregard to conflicts of laws principles thereof.6.   Executive is strongly encouraged to consult with an attorney before signingthis Agreement.  Executive acknowledges that Executive has been advised of thisright to consult an attorney and Executive understands that whether to do so isExecutive's decision.  Executive acknowledges that Mattel has advised Executivethat Executive has twenty-one (21) days in which to consider whether Executiveshould sign this Release and has advised Executive that if Executive signs thisRelease, Executive has seven (7) days following the date on which Executivesigns the Release to revoke it and that the Release will not be effective untilafter this seven-day period had lapsed.PLEASE READ THIS AGREEMENT CAREFULLY.  IT CONTAINS A RELEASE OF ALL KNOWN ANDUNKNOWN CLAIMS.Date:     --------------------              ---------------------                                              Executive                                    2 of 2
/Compensation/Employment AgreementsMattel Inc.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/M/Mattel-Inc-/1934
1935Employment Agreement - Mattel Inc. and Adrienne Fontanella


                        EXECUTIVE EMPLOYMENT AGREEMENT

  THIS EXECUTIVE EMPLOYMENT AGREEMENT (the 'Agreement') is entered into on
January 31, 2000 and effective as of April 1, 1999 (the 'Effective Date')
between Mattel, Inc., a Delaware corporation ('Mattel') and Adrienne Fontanella
(the 'Executive').

  1.  Employment Period.  Mattel hereby agrees to employ and continue in its
      -----------------                                                     
employ the Executive, and the Executive hereby accepts such employment and
agrees to remain in the employ of Mattel, for the period commencing on the
Effective Date and ending on the third anniversary of such date, subject to
earlier termination as provided herein (the 'Employment Period'); provided that
commencing on the first day of the month next following the effective date
hereof, and on the first day of each month thereafter (the most recent of such
dates is hereinafter referred to as the 'Renewal Date'), the Employment Period
shall be automatically extended so as to terminate three years from such Renewal
Date, unless at least 60 days prior to any Renewal Date Mattel or the Executive
shall give notice to the other that the Employment Period shall not be so
extended and shall be terminated.

  2.  Duties.
      ------ 

      (a)  Executive's Position and Duties.  During the Employment Period, the
           -------------------------------                                    
Executive's position (including title(s), which is currently President of
Girls/Barbie of Mattel), authority and responsibilities shall be similar to
those held by the Executive on the date hereof with such additions and
modifications, and consistent with responsibilities generally assigned to
officers of Mattel as the Chief Executive Officer of Mattel may in her
discretion and acting in good faith from time to time assign to the Executive.
The Executive's services shall be performed in the greater Los Angeles,
California area, provided, however, that the Executive may be required to travel
on business from time to time generally consistent with the Executive's travel
requirements as of the date of this Agreement.

      (b)  Full Time.  The Executive agrees to devote the Executive's full
           ---------
business time to the business and affairs of Mattel and to use the Executive's
best efforts to perform faithfully and efficiently the responsibilities assigned
to the Executive hereunder to the extent necessary to discharge such
responsibilities, except for (i) services on corporate, civic or charitable
boards or committees not significantly interfering with the performance of such
responsibilities which services have been approved by the Chief Executive
Officer; (ii) periods of vacation and sick leave to which the Executive is
entitled; and (iii) the management of personal investments and affairs. The
Executive will not engage in any outside business activity (as distinguished
from personal investment activity and affairs), including, but not limited to,
activity as a consultant, agent, partner or officer, director or provide
business services of any nature directly or indirectly to a corporation or other
business enterprise, except that the Executive may continue to serve as an
officer and/or director of January Productions, Inc.
 
  3.  Compensation and Benefits.
      ------------------------- 

      (a)  Base Salary.  During the Employment Period, the Executive shall
           -----------
receive a base salary ('Base Salary') at a bi-weekly rate at least equal to the
bi-weekly salary paid to the Executive by Mattel on the date of this Agreement.
The Base Salary shall be reviewed from time to time in accordance with Mattel's
policies and practices, but no less frequently than once every eighteen (18)
months and may be increased at any time and from time to time by action of the
Board of Directors of Mattel or the Compensation/Options Committee thereof or
any individual having authority to take such action in accordance with Mattel's
regular practices. Any increase in the Base Salary shall not serve to limit or
reduce any other obligation of Mattel hereunder and, after any such increase,
the Base Salary shall not be reduced.

      (b)  Bonus Programs. In addition to the Base Salary, the Executive shall
           --------------
be eligible to participate throughout the Employment Period in such cash,
deferred bonus, annual bonus and long term bonus plans and programs ('Bonus
Programs'), such as Mattel's Management Incentive Plan (the 'MIP') and Long Term
Incentive Plan (the 'LTIP'), as may be in effect from time to time in accordance
with Mattel's compensation practices and the terms and provisions of any such
plans or programs as in effect from time to time; provided that the Executive's
eligibility for and participation in each of the Bonus Programs shall be at a
level and on terms and conditions no less favorable than those available to any
other comparably situated executive or consultant.

      (c)  Incentive Plans.  In addition to the Base Salary and participation in
           ---------------
the Bonus Programs, during the Employment Period the Executive, shall be
eligible to participate, subject to the terms and conditions thereof, in all
incentive plans and programs, including, but not limited to, stock option plans
and other equity based incentive plans, as may be in effect from time to time
with respect to executives employed by Mattel at the Executive's level so as to
reflect the Executive's responsibilities.

      (d)  Pension and Welfare Benefit Plans.  During the Employment Period, the
           ---------------------------------                                    
Executive and/or the Executive's dependents, as the case may be, shall be
eligible to participate in, subject to the terms and conditions thereof, all
pension, profit sharing, medical, dental, disability, group life, accidental
death and travel accident insurance plans and programs of Mattel as in effect
from time to time with respect to executives employed by Mattel at the
Executive's level so as to reflect the Executive's responsibilities.

      (e)  Expenses.  During the Employment Period, the Executive shall be
           --------
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the policies and practices of Mattel as in
effect from time to time.

      (f)  Fringe Benefits.  During the Employment Period, the Executive shall
           ---------------  
be entitled to fringe benefits (including automobile benefits, financial
counseling, membership in

                                       2
 
one city or country club and related expenses) of the kind and quality which are
provided to executives at the Executive's level in accordance with the policies
of Mattel as in effect from time to time with respect to executives employed by
Mattel at the Executive's level so as to reflect the Executive's
responsibilities.

      (g)  Vacation.  During the Employment Period, the Executive shall be
           --------
entitled to paid vacation in accordance with the policies and practices of
Mattel as in effect from time to time.

      (h)  Stock Options.  During the Employment Period, the Executive shall be
           -------------                                                       
entitled to participate in Mattel's stock option plans in accordance with the
policies and practices of Mattel as in effect from time to time with respect to
executives employed by Mattel at the Executive's level so as to reflect the
Executive's responsibilities.

      (i)  Certain Amendments.  Nothing herein shall be construed to prevent
           ------------------
Mattel from amending, altering, eliminating or reducing any plans, benefits or
programs set forth in Sections 3(b) through (h) so long as such actions do not
result in a material diminution in the aggregate value of such compensation and
benefits, except for across-the-board compensation and benefit reductions to
which the Executive agrees and which affect all similarly situated executives of
Mattel.

      (j) Retention Loan.  Mattel and the Executive have entered into that
          --------------                                                   
certain Loan Agreement (the 'Loan Agreement') dated as of October 29, 1999,
which provided, among other things, that the definitions of 'Cause,' 'Change of
Control,' 'Disability' and 'Good Reason' contained in this Agreement supercede
the definitions of such terms as set forth in the Loan Agreement.

      (k) Travel and Relocation.  In order to defray the expense of travel
          ---------------------                                           
between New York and California by the Executive's spouse, Mattel shall
reimburse the Executive for the cost of twenty-four (24) round-trip business
class tickets for a two year period beginning as of the date this Agreement is
entered into.  In addition, in the event that the Executive's employment is
terminated by Mattel other than for Cause or Disability or if the Executive
terminates employment with Mattel for Good Reason or after a Change of Control,
and if the Executive relocates to New York, New York, Mattel shall reimburse the
Executive for the costs incurred by the Executive in relocating from Los
Angeles, California to New York, New York pursuant to Mattel's relocation policy
for senior executives, as it may be in effect from time to time with respect to
executives employed by Mattel at the Executive's level, provided, however that
in event of a Change of Control, such benefits shall not be less in the
aggregate than the benefits which would have been provided to the Executive
under Mattel's relocation policy as it was in effect immediately prior to the
Change of Control.

                                       3
 
  4.  Termination.
      ----------- 

      (a)  Death or Disability.  This Agreement shall terminate automatically
           -------------------
upon the Executive's death; provided that the Executive's Base Salary will be
continued and paid for a period of six months thereafter. Mattel may terminate
this Agreement, after having established the Executive's Disability, by giving
to the Executive written notice of its intention to terminate the Executive's
employment, and the Executive's employment with Mattel shall terminate effective
on the 90th day after receipt of such notice (the 'Disability Effective Date').
For purposes of this Agreement, the Executive's Disability shall occur and shall
be deemed to have occurred only in the event that the Executive suffers a
disability due to illness or injury which substantially and materially limits
the Executive from performing each of the essential functions of the Executive's
job, even with reasonable accommodation and becomes entitled to receive
disability benefits under the Mattel Long-Term Disability Plan for exempt
employees.

      (b)  Cause.  Mattel may terminate the Executive's employment for 'Cause'
           -----
upon a determination of the Chief Executive Officer of Mattel that 'Cause'
exists. For purposes of this Agreement, 'Cause' means (i) one or more factually
substantiated willful acts of dishonesty on the Executive's part which are
intended to result in the Executive's substantial personal enrichment at the
expense of Mattel; (ii) repeated violations by the Executive of the Executive's
obligations under Section 2 of this Agreement which are demonstrably willful and
deliberate on the Executive's part and which resulted in material injury to
Mattel; (iii) conduct of a factually substantiated criminal nature (commonly
defined as a 'felony' in criminal statutes) which has or which is more likely
than not to have a material adverse effect on Mattel's reputation or standing in
the community or on its continuing relationships with its customers or those who
purchase or use its products; or (iv) factually substantiated fraudulent conduct
in connection with the business or affairs of Mattel, regardless of whether said
conduct is designed to defraud Mattel or others; provided that, in each case,
the Executive has received written notice of the described activity, has been
afforded a reasonable opportunity to cure or correct the activity described in
the notice, and has failed to substantially cure, correct or cease the activity,
as appropriate.

      (c)  Good Reason.  The Executive may terminate the Executive's employment
           -----------   
at any time for Good Reason. For purposes of this Agreement, 'Good Reason' means
the good faith determination by the Executive that any one or more of the
following have occurred:

           (i)    without the express written consent of the Executive, any
change(s) in any of the duties, authority, or responsibilities of the Executive
which is (are) inconsistent in any substantial respect with the Executive's
position, authority, duties, or responsibilities as contemplated by Section 2 of
this Agreement;

                                       4
 
           (ii)   any failure by Mattel to comply with any of the provisions of
Section 3 of this Agreement, other than an insubstantial and inadvertent failure
remedied by Mattel promptly after receipt of notice thereof given by the
Executive;

           (iii)  any proposed termination by Mattel of the Executive's
employment other than as permitted by this Agreement;

           (iv)   any failure by Mattel to obtain the assumption and agreement
to perform this Agreement by a successor as contemplated by Section 11(b); or

           (v)    transferring the Executive outside of the greater Los Angeles,
California area without the Executive's express written consent.

      (d)  Change of Control. 'Change of Control' means:
           -----------------                            

           (i)  the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the 'Exchange Act')) (a 'Person') of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of Mattel, including the
shares of common stock of Mattel issuable upon an exchange of Softkey
Exchangeable Shares that are not owned by Mattel or any corporation controlled
by Mattel (the 'Outstanding Company Common Stock') or (ii) the combined voting
power of the then outstanding voting securities of Mattel entitled to vote
generally in the election of directors (the 'Outstanding Company Voting
Securities'); provided, however, that for purposes of this subsection (i), the
following shall not constitute a Change of Control: (a) any acquisition directly
from Mattel, (b) any acquisition by Mattel or any corporation controlled by
Mattel, (c) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by Mattel or any corporation controlled by Mattel, (d)
any acquisition by a Person of 20% of either the Outstanding Company Common
Stock or the Outstanding Company Voting Securities as a result of an acquisition
of common stock of Mattel by Mattel or of Softkey Exchangeable Shares by Softkey
which, by reducing the number of shares of common stock of Mattel or Softkey
Exchangeable Shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of either the Outstanding
Company Common Stock or the Outstanding Company Voting Securities; provided,
however, that if a Person shall become the beneficial owner of 20% or more of
either the Outstanding Company Common Stock or the Outstanding Company Voting
Securities by reason of a share acquisition by Mattel or by Softkey as described
above and shall, after such share acquisition by Mattel or Softkey, become the
beneficial owner of any additional shares of common stock of Mattel, then such
acquisition shall constitute a Change of Control or (e) any acquisition pursuant
to a transaction which complies with clauses (a), (b) and (c) of subsection
(iii) of this Section 4(d); provided, further, however, that for purposes of
this subsection (i), any Investing Person (as such term is defined in the Rights
Agreement) shall be deemed not to be a beneficial owner of any Investment Shares
(as such term is defined in the Rights Agreement) and the holder of the

                                       5
 
Mattel Special Voting Preferred Share (as such term is defined in the Rights
Agreement) shall be deemed not to be a beneficial owner of such Mattel Special
Voting Preferred Share; or

           (ii)   individuals who, as of the date hereof, constitute the Board
(the 'Incumbent Board') cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
Mattel's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as through
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

           (iii)  consummation by Mattel of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of Mattel or the acquisition of assets of another entity (a 'Business
Combination'), in each case, unless, following such Business Combination, (a)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns Mattel or all or substantially all of Mattel's assets
either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (b) no Person (excluding any employee benefit plan (or
related trust) of Mattel or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding share of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (c) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or

           (iv)   approval by the shareholders of Mattel of a complete
liquidation or dissolution of Mattel.

      For the purposes of this Section 4(d), (a) 'Rights Agreement' means the
Rights Agreement, dated as of February 7, 1992, as amended by an amendment dated
as of May 13, 1999 and an amendment dated as of November 4, 1999 by and between
Mattel and BankBoston

                                       6
 
N.A., a national banking association, formerly, The First National Bank of
Boston, and not giving effect to any amendments subsequent to November 4, 1999,
(b) 'Softkey' means Softkey Software Products Inc., an Ontario corporation, and
(c) 'Softkey Exchangeable Shares' means the Exchangeable Shares in the capital
stock of Softkey.

      (e)  Notice of Termination. Any termination of the Executive's employment
           ---------------------
by Mattel for Cause or following a Change of Control or by the Executive for
Good Reason shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 15(b). Any termination by Mattel due to
Disability shall be given in accordance with Section 4(a). For purposes of this
Agreement, a 'Notice of Termination' means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon; (ii) except in
the event of a termination following a Change of Control, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated; and
(iii) specifies the Date of Termination (defined below).

      (f)  Date of Termination.  'Date of Termination' means the date of actual
           -------------------                                                 
receipt of the Notice of Termination or any later date specified therein (but
not more than fifteen (15) days after the giving of the Notice of Termination),
as the case may be; provided that (i) if the Executive's employment is
terminated by Mattel for any reason other than Cause or Disability, the Date of
Termination is the date on which Mattel notifies the Executive of such
termination; (ii) if the Executive's employment is terminated due to Disability,
the Date of Termination is the Disability Effective Date; and (iii) if the
Executive's employment is terminated due to the Executive's death, the Date of
Termination shall be the date of death.

  5.  Obligations of Mattel upon Termination.  Other than as specifically set
      --------------------------------------                                 
forth or referenced in this Agreement, the Executive shall not be entitled to
any benefits on or after the Date of Termination.

      (a)  Death.  If the Executive's employment is terminated by reason of the
           -----                                                               
Executive's death, this Agreement shall terminate without further obligations by
Mattel to the Executive's legal representatives under this Agreement other than
those obligations accrued hereunder or under the terms of the applicable Mattel
plan or program which takes effect at the date of the Executive's death or as
otherwise provided in Section 4(a) or this Section 5(a). As of the Date of
Termination, the Executive's family shall be entitled to healthcare coverage and
financial counseling benefits until the third anniversary of the Date of
Termination.

      (b)  Disability.  If the Executive's employment is terminated by reason of
           ----------
the Executive's Disability, the Executive shall be entitled to receive after the
Disability Effective Date (i) disability benefits, if any, at least equal to
those then provided by Mattel to disabled executives and/or their families and
(ii) until the earlier of the third anniversary of the Date of Termination or
the date the Executive accepts other employment, those other benefits on the
terms described in Section 5(d)(v).

                                       7
 
      (c)  Cause.  If the Executive's employment is terminated for Cause or if
           -----
the Executive terminates the Executive's employment without Good Reason, Mattel
shall pay the Executive the Executive's full Base Salary through the Date of
Termination at the rate in effect at the time Notice of Termination is given,
and Mattel shall have no further obligations to the Executive under this
Agreement.

      (d)  Good Reason; Other Than for Cause or Disability. If Mattel terminates
           -----------------------------------------------
the Executive's employment other than for Cause or Disability or the Executive
terminates the Executive's employment for Good Reason (in each case, other than
within 18 months following a Change of Control as provided in Section 5(e)):

           (i)    Mattel shall pay to the Executive in a lump sum in cash within
30 days after the Date of Termination the aggregate of the following amounts:

                  (A)  if not theretofore paid, the Executive's Base Salary
through the Date of Termination at the rate in effect at the time of Notice of
Termination was given;

                  (B)  a current year bonus (the 'Bonus') equal to the greater
of (x) the average of the two highest annual bonuses received by the Executive
under the MIP, or any successor plan, in the three years prior to the Date of
Termination, including any years in which the Executive was paid no bonus, (the
'Average Annual Bonus') and prorated to reflect the total number of full months
the Executive is employed on an active and full time basis in the year in which
termination occurs, (y) the annual bonus paid to the Executive, under the MIP or
any successor plan, if any, for the 2000 or 2001 calendar year, whichever is
greater, without proration, or (z) the target annual bonus (50%) for
the Executive under the MIP for the 2000 calendar year;

                  (C)  three times the sum of (x) the Executive's annual Base
Salary at the rate in effect at the time the Notice of Termination is given and
(y) the Bonus defined in Section 5(d)(i)(B), but without proration (and, in each
such case, without regard to any contributions by Mattel for the Executive's
benefit to any retirement or other investment plans).

           (ii)   Mattel shall pay the Executive a portion of any long-term
incentive compensation that Executive would have received under the LTIP with
respect to any performance period which is pending as of the Executive's Date of
Termination as if the Executive had remained employed for the entire performance
period, pro rated based on the number of full months of Executive's employment
during the performance period over the total number of months in the performance
period, which amount shall be payable at the end of the period in accordance
with the terms of the LTIP and shall be net of any interim payments previously
made to the Executive.

           (iii)  Any options granted to the Executive under Mattel's stock
option plans, other than Mattel's 1997 Premium Price Stock Option Plan or any
successor thereto (the

                                       8
 
'Stock Option Plans'), shall become immediately exercisable and the Executive
shall have a period of 90 days following the Date of Termination (but in no
event past the expiration of the term of the option grant) to exercise all
options granted under the Stock Option Plans then exercisable or which become
exercisable pursuant to this clause (iii).

           (iv)   Mattel shall, promptly upon submission by the Executive of
supporting documentation, pay or reimburse to the Executive any costs and
expenses paid or incurred by the Executive which would have been payable under
Section 3(e) if the Executive's employment had not terminated.

           (v)    Until the earlier of (x) the third anniversary of the Date of
Termination or (y) the date the Executive becomes gainfully employed in a
substantially similar employment position, Mattel shall provide to the Executive
at Mattel's expense:

                  (A)  coverage under Mattel's medical, dental, prescription
drug and vision care group insurance as in effect from time to time on the same
terms and conditions as such insurance is available to active employees of
Mattel (the last 18 months of the Executive's coverage under such insurance
shall be deemed to be participation under an election to continue such benefits
under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense);

                  (B)  outplacement services at the expense of Mattel
commensurate with those provided to terminated executives of comparable level
and made available through and at the facilities of a reputable and experienced
vendor;

                  (C)  financial counseling and tax preparation services through
the vendor engaged and paid for by Mattel;

                  (D)  automobile benefits; provided however, that if such
automobile is leased by Mattel, such benefits shall expire upon expiration of
such lease. Upon expiration of the automobile benefits, at which time the
Executive may purchase the car for either $100, if the automobile benefits
terminate at the end of the lease term, or Mattel's book value, if the
automobile benefits terminate on either the third anniversary of the Date of
Termination or the date on which the Executive accepts other employment. As of
the Date of Termination, all expenses related to such automobile, including but
not limited to insurance, repairs, maintenance, gasoline, and car phone and
associated expenses, shall be the sole responsibility of the Executive; and

                  (E)  membership in one city or country club and related
expenses. Mattel shall cause the membership to be transferred to the Executive
at no cost to the Executive.

                                       9
 
           (vi)   If the Executive is a participant in the Mattel Supplemental
Executive Retirement Plan, the Mattel Deferred Compensation Plan or the Mattel
Retiree Medical Plan, the Executive shall be given credit for three years of
service (in addition to actual service) and for three years of attained age to
be added to the Executive's actual age for purposes of computing any service and
age-related benefits for which the Executive is eligible under such plans.

Notwithstanding the foregoing, if Mattel terminates the Executive's employment
other than for Cause or Disability or if the Executive terminates the
Executive's employment for Good Reason and such termination occurs within 18
months after the date upon which Mattel changes the person to whom the Executive
immediately reports, then (a) the Executive's 'Average Annual Bonus' for the
purpose of calculating the amounts provided by clauses (d)(i)(B) and (d)(i)(C)
above shall be equal to the Executive's maximum targeted MIP bonus for the year
in which the termination of employment occurs and (b) the amount payable to the
Executive under clause (d)(ii) above shall be based on the maximum LTIP payment
that the Executive could have received with respect to the pending performance
period, rather than amount which would have been payable to the Executive had
the Executive remained employed for the entire performance period.
Notwithstanding the foregoing, the amounts payable with respect to a termination
of employment which is subject to the preceding sentence shall be prorated as
set forth in clauses (d)(i)(B) and (d)(ii).

      (e)  Change of Control.  If, within 18 months following a Change of
           -----------------
Control, the Executive terminates the Executive's employment for Good Reason or
Mattel or the surviving entity terminates the Executive's employment other than
for Cause or Disability or within the 30 day period immediately following the
six (6) month anniversary of a Change of Control the Executive terminates the
Executive's employment for any reason:

           (i)    Mattel shall pay to the Executive in a lump sum in cash within
30 days after the Date of Termination the aggregate of the following amounts:

                  (A)  if not theretofore paid, the Executive's Base Salary
through the Date of Termination at the rate in effect at the time of Notice of
Termination was given;

                  (B)  a current year bonus (the 'Bonus Amount') equal to the
greater of (x) the average of the two highest annual bonuses received by the
Executive under the MIP, or any successor plan, in the three years prior to the
Date of Termination, including any years in which the Executive was paid no
bonus, and prorated to reflect the total number of full months the Executive is
employed on an active and full time basis in the year in which termination
occurs, (y) the annual bonus paid to the Executive, under the MIP or any
successor plan, if any, for the 2000 or 2001 calendar year, whichever is
greater, without proration, or (z) the target annual bonus (50%) for the
Executive under the MIP for the 2000 calendar year;

                                       10
 
                  (C)  three times the sum of (x) the Executive's annual Base
Salary at the rate in effect at the time the Notice of Termination is given and
(y) the Bonus Amount defined in Section 5(e)(i)(B), but without proration (and,
in each such case, without regard to any contributions by Mattel for the
Executive's benefit to any retirement or other investment plans).

           (ii)   Any options granted to the Executive under Mattel's stock
option plans, other than Mattel's 1997 Premium Price Stock Option Plan or any
successor thereto (the 'Stock Option Plans'), shall become immediately
exercisable and the Executive shall have a period of 90 days or such longer
period of time as specified in the Stock Option Plans following the Date of
Termination (but in no event past the expiration of the term of the option
grant) to exercise all options granted under the Stock Option Plans then
exercisable or which become exercisable pursuant to this clause (ii).

           (iii)  Mattel shall, promptly upon submission by the Executive of
supporting documentation, pay or reimburse to the Executive any costs and
expenses paid or incurred by the Executive which would have been payable under
Section 3(e) if the Executive's employment had not terminated.

           (iv)   Until the earlier of (x) the third anniversary of the Date of
Termination or (y) the date the Executive becomes gainfully employed in a
substantially similar employment position, Mattel shall provide to the Executive
at Mattel's expense:

                  (A)  coverage under Mattel's medical, dental, prescription
drug and vision care group insurance as in effect from time to time on the same
terms and conditions as such insurance is available to active employees of
Mattel (the last 18 months of the Executive's coverage under such insurance
shall be deemed to be participation under an election to continue such benefits
under the Consolidated Omnibus Budget Reconciliation Act at Mattel's expense);

                 (B)  outplacement services at the expense of Mattel
commensurate with those provided to terminated executives of comparable level
and made available through and at the facilities of a reputable and experienced
vendor;

                  (C)  financial counseling and tax preparation services through
the vendor engaged and paid for by Mattel;

                  (D)  automobile benefits; provided however, that if such
automobile is leased by Mattel, such benefits shall expire upon expiration of
such lease. Upon expiration of the automobile benefits, at which time the
Executive may purchase the car for either $100, if the automobile benefits
terminate at the end of the lease term, or Mattel's book value, if the
automobile benefits terminate on either the third anniversary of the Date of
Termination or the date on which the Executive accepts other employment. As of
the Date of

                                       11
 
Termination, all expenses related to such automobile, including but not limited
to insurance, repairs, maintenance, gasoline, and car phone and associated
expenses, shall be the sole responsibility of the Executive; and

                  (E)  membership in one city or country club and related
expenses. Mattel shall cause the membership to be transferred to the Executive
at no cost to the Executive.

           (v)    If the Executive is a participant in the Mattel Supplemental
Executive Retirement Plan, the Mattel Deferred Compensation Plan or the Mattel
Retiree Medical Plan, the Executive shall be given credit for three years of
service (in addition to actual service) and for three years of attained age to
be added to the Executive's actual age for purposes of computing any service and
age-related benefits for which the Executive is eligible under such plans.
 
  6.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or
      -------------------------                                             
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by Mattel and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any stock option or other agreement with
Mattel or any of its affiliated companies. Except as otherwise provided herein,
amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan or program of Mattel at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.

  7.  No Set Off, Payment of Fees.  Except as provided herein, Mattel's
      ---------------------------                                      
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any circumstances,
including without limitation any set-off, counterclaim, recoupment, defense or
other right which Mattel may have against the Executive or others.  Mattel
agrees to pay, to the full extent permitted by law, all legal fees and expenses
which the Executive may reasonably incur as a result of any contest (regardless
of the outcome thereof) by Mattel or others of the validity or enforceability
of, or liability under, any provision of this Agreement other than expenses
relating to a claim by the Executive that the Executive terminated for Good
Reason or that the termination for Cause was improper, in which case such fees
and expenses shall be paid only if the Executive prevails in whole or in part.
In the event that the Executive shall in good faith give a Notice of Termination
for Good Reason and it shall thereafter be determined that Good Reason did not
exist, the employment of the Executive shall, unless Mattel and the Executive
shall otherwise mutually agree, be deemed to have terminated at the Date of
Termination specified in such purported Notice of Termination by mutual consent
of Mattel and the Executive and thereupon, the Executive shall be entitled to
receive only those payments and benefits which the Executive would have been
entitled to receive at such date.

  8.  Arbitration of Disputes.
      ----------------------- 

                                       12
 
      (a)  The parties agree that any disputes, controversies or claims which
arise out of or relate to this Agreement, the Executive's employment or the
termination of the Executive's employment, including, but not limited to, any
claim relating to the purported validity, interpretation, enforceability or
breach of this Agreement, and/or any other claim or controversy arising out of
the relationship between the Executive and Mattel (or the nature of the
relationship) or the continuation or termination of that relationship,
including, but not limited to, claims that a termination was for Cause, or for
Good Reason, claims for breach of covenant, breach of an implied covenant of
good faith and fair dealing, wrongful termination, breach of contract, or
intentional infliction of emotional distress, defamation, breach of right of
privacy, interference with advantageous or contractual relations, fraud,
conspiracy or other tort or property claims of any kind, which are not settled
by agreement between the parties, shall be settled by expedited arbitration
under the then applicable arbitration rules of JAMS/Endispute (or any other
mutually agreed arbitrator) before a board of three arbitrators, as selected
thereunder.

      One arbitrator shall be selected by the Executive, one by Mattel and the
third by the two persons so selected, all in accordance with the then applicable
arbitration rules of JAMS/Endispute then in effect. In the event that the
arbitrator selected by the Executive and the arbitrator selected by Mattel are
unable to agree upon a third arbitrator, then the third arbitrator shall be
selected from a list of seven (each of whom shall be a member of the
'Independent List' of retired judges with experience in resolving employment
disputes) provided by the Los Angeles office of JAMS/Endispute with the parties
striking names in order and the party striking first to be determined by the
flip of a coin. The arbitration shall be held in a location mutually agreed upon
by the parties. In the absence of agreement, the arbitration shall be held in
Los Angeles, California.

      (b)  In consideration of the parties' agreement to submit to arbitration
all disputes with regard to this Agreement and/or with regard to any alleged
contract, or any other claim arising out of their conduct, the relationship
existing hereunder or the continuation or termination of that relationship, and
in further consideration of the anticipated expedition and the minimizing of
expense resulting from this arbitration remedy, the arbitration provisions of
this Agreement shall provide the exclusive remedy, and each party expressly
waives any right the Executive or it may have to seek redress in any other
forum.

      (c)  Any claim which either party has against the other party which could
be submitted for resolution pursuant to this Section 8 must be presented in
writing by the claiming party to the other within the period of the applicable
statue of limitations.

      (d) Mattel will pay all costs and expenses of the arbitration.

      (e)  Any decision and award or order of a majority of the arbitrators
shall be binding upon the parties hereto and judgment thereon may be entered in
the Superior Court of the State of California or any other court having
jurisdiction.

                                       13
 
      (f)  Each of the above terms and conditions of this Section 8 shall have
separate validity and the invalidity of any part thereof shall not affect the
remaining parts.

      (g)  Any decision and award or order of a majority of the arbitrators
shall be final and binding between the parties as to all claims which were
raised in connection with the dispute to the full extent permitted by law. In
all other cases, the parties agree that a decision of a majority of arbitrators
shall be a condition precedent to the institution or maintenance of any legal,
equitable, administrative, or other formal proceeding by Mattel or the Executive
in connection with the dispute, and that the decision and opinion of the board
of arbitrators may be presented in any other forum on the merits of the dispute.

  9.  General Release.  The Executive acknowledges and agrees that this
      ---------------                                                  
Agreement includes the entire agreement and understanding between the parties
with regard to the Executive's employment, the termination thereof during the
Employment Period, and all amounts to which the Executive shall be entitled
whether during the term of employment or upon termination thereof.  The
Executive also acknowledges and agrees that the Executive's right to receive
severance pay and other benefits pursuant to subsections (b), (d) and (e) of
Section 5 of this Agreement is contingent upon the Executive's compliance with
the covenants set forth in Section 10 of this Agreement and the Executive's
execution and acceptance of the terms and conditions of, and the effectiveness
of the General Release of All Claims (the 'Release') attached hereto as Exhibit
'A.'  If the Executive fails to comply with the covenants set forth in Section
10 or if the Executive fails to execute the Release within twenty-one (21) days
of receipt of such Release, then the Executive shall not be entitled to any
severance payments or other benefits to which the Executive would otherwise be
entitled under subsections (b), (d) and (e) of Section 5 of this Agreement.

  10. The Executive's Covenants.
      ------------------------- 

      (a)  The Executive acknowledges that in the Executive's capacity in
management, the Executive has had a great deal of exposure and access to a broad
variety of commercially valuable proprietary information which is vital to the
success of Mattel's business including, by way of illustration, past, current
and future products and product concepts, marketing strategies, research and
plans and information regarding employees. The Executive acknowledges that as a
result of the Executive's knowledge of the above information and in
consideration for the benefits offered by Mattel under this Agreement, the
Executive hereby agrees to reaffirm and recognize the Executive's continuing
obligations with respect to the use and disclosure of confidential and
proprietary information of Mattel pursuant to the Mattel's policies as set forth
in Mattel's form Executive Patent and Confidence Agreement, as revised from time
to time, and by this reference made a part hereof. Pursuant thereto, the
Executive acknowledges and agrees that Mattel shall be entitled to injunctive
relief to prevent a threatened misappropriation of one or more of the Mattel's
trade secrets or to halt an actual misappropriation of such trade secrets. The
Executive shall hold in a fiduciary capacity for the benefit of Mattel all
secret or confidential information, knowledge or data relating to Mattel or

                                       14
 
any of its affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during the Executive's employment by Mattel
or any of its affiliated companies and which shall not be public knowledge.
After termination of the Executive's employment with Mattel, the Executive shall
not, without the prior written consent of Mattel, communicate or divulge any
such information, knowledge or data to anyone other than Mattel and those
designated by it. The Executive further represents and agrees that, unless
otherwise required by law, the Executive will keep the terms, amount and fact of
this Agreement completely confidential, and that the Executive will not
hereafter disclose any information concerning this Agreement to anyone other
than Executive's immediate family and professional representatives who will be
informed of and bound by this confidentiality clause.

      (b)  If the termination of the Executive's employment occurs prior to a
Change of Control, the Executive agrees that eligibility for severance payments
and other benefits under this Agreement are contingent upon the Executive's
agreement and compliance with Mattel's requirement that the Executive does not
accept employment nor an engagement as a consultant with a competitor whereupon
such position is comparable to the position the Executive held with Mattel and
where the Executive can not reasonably satisfy Mattel that the new employer is
prepared to and/or does take adequate steps to preclude and to prevent
inevitable disclosure of trade secrets, as prohibited under the Mattel's
policies with respect to the use and disclosure of confidential and proprietary
information, as set forth in Mattel's form Executive Patent and Confidence
Agreement, as revised from time to time, and by this reference made a part
hereof. If the Executive accepts employment or a consulting relationship with a
competitor as described above, no further payments nor eligibility for benefits
continuation will be available to the Executive as of the date the Executive
commences such employment/consulting. It is a specific condition of this
Agreement that so long as the Executive is receiving any payments or benefits
under this Agreement with respect to a termination of the Executive's employment
prior to a Change of Control, the Executive is obligated to immediately notify
Mattel as to the specifics of the new position that the Executive is planing to
commence as an employee or consultant for any company which is a competitor of
Mattel.

      (c)  The Executive agrees that so long as the Executive is receiving any
payments or benefits under this Agreement and for a period of 12 months
thereafter, the Executive will not participate in recruiting any of Mattel's
employees or in the solicitation of Mattel's employees, and the Executive will
not communicate to any other person or entity, about the nature, quality or
quantity of work, or any special knowledge or personal characteristics of any
person employed by Mattel. If the Executive should wish to discuss possible
employment with any then-current Mattel employee during the 12-month period set
forth above, the Executive may request written permission to do so from the
senior human resources officer of Mattel who may, in his/her discretion, grant a
written exception to the no solicitation agreement set forth above, provided,
however, the Executive agrees that the Executive will not discuss any such
employment possibility with such employees prior to securing Mattel's
permission. If Mattel should decline to grant such permission, the Executive
agrees that the Executive will not at any time, either during or after the non-
solicitation period set forth above, advise the employee concerned that he/she
was the subject

                                       15
 
of a request under this paragraph or that Mattel refused to grant the Executive
the right to discuss an employment possibility with him/her.

  11. Successors.
      ---------- 

      (a)  This Agreement is personal to the Executive and without the prior
written consent of Mattel shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure
to the benefit of and be enforceable by the Executive's legal representatives.

      (b)  This Agreement shall inure to the benefit of and be binding upon
Mattel and its successors. Mattel shall require any successor to all or
substantially all of the business and/or assets of Mattel, whether direct or
indirect, by purchase, merger, consolidation, acquisition of stock, or
otherwise, by an agreement in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent as Mattel would be required to perform if no such succession
had taken place.

  12. Amendment; Waiver.  This Agreement contains the entire agreement between
      -----------------                                                       
the parties with respect to the subject matter hereof and may be amended,
modified or changed only by a written instrument executed by the Executive and
Mattel.  No provision of this Agreement may be waived except by a writing
executed and delivered by the party sought to be charged.  Any such written
waiver will be effective only with respect to the event or circumstance
described therein and not with respect to any other event or circumstance,
unless such waiver expressly provides to the contrary.

  13. Long Term Incentive Compensation Plan Payments After a Change of Control.
      ------------------------------------------------------------------------ 

      (a)  In the event of a Change of Control during the Employment Period,
Mattel shall pay the Executive a cash payment as provided under the provisions
of the LTIP, as in effect immediately prior to the Change of Control.

      (b)  In addition, in the event of a Change of Control during the
Employment Period, within thirty (30) days after the date of such Change of
Control, Mattel shall pay the Executive any unpaid amounts to which the
Executive is entitled with respect to any performance period under the LTIP, or
any other successor long-term incentive compensation plan of Mattel, that has
been completed as of the date of the Change of Control.

  14. Certain Additional Payments by Mattel.
      ------------------------------------- 

      (a)  Anything in this Agreement to the contrary notwithstanding and except
as set forth below, in the event it shall be determined that any Payment (as
defined below) would be subject to the Excise Tax (as defined below), then the
Executive shall be entitled to receive an additional payment (a 'Gross-Up
Payment') in an amount such that after payment

                                       16
 
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section 14(a), if it shall be determined that the Executive
is entitled to a Gross-Up Payment, but that the Parachute Value of Payments (as
defined below) does not exceed 110% of the Safe Harbor Amount (as defined
below), then no Gross-Up Payment shall be made to the Executive and the
Agreement Payments (as defined below), in the aggregate, shall be reduced to
(but not below zero) such that the Parachute Value of all Payments equals the
Safe Harbor Amount, determined in such a manner as to maximize the Value of all
Payments (as defined below) actually made to the Executive.

      (b)  Subject to the provisions of Section 14(c), all determinations
required to be made under this Section 14, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by
PricewaterhouseCooper LLP or such other nationally recognized certified public
accounting firm as may be designated by the Executive (the 'Accounting Firm')
which shall provide detailed supporting calculations both to Mattel and the
Executive within 15 business days of the receipt of notice from the Executive
that there has been a Payment, or such earlier time as is requested by Mattel.
All fees and expenses of the Accounting Firm shall be borne solely by Mattel.
Subject to Section 14(e) below, any Gross-Up Payment, as determined pursuant to
this Section 14, shall be paid by Mattel to the Executive within five days of
the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon Mattel and the Executive. As a result of
the uncertainty in the application of Section 4999 of the Internal Revenue Code
of 1986, as amended (the 'Code') at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by Mattel should have been made ('Underpayment'), consistent with
the calculations required to be made hereunder. In the event that Mattel
exhausts its remedies pursuant to Section 14(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by Mattel to or for the benefit of the
Executive.

      (c) The Executive shall notify Mattel in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
Mattel of the Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is informed
in writing of such claim and shall apprise Mattel of the nature of such claim
and the date on which such claim is requested to be paid.  The Executive shall
not pay such claim prior to the expiration of the 30-day period following the
date on which it gives such notice to Mattel (or such shorter period ending on
the date that any payment of taxes

                                       17
 
with respect to such claim is due). If Mattel notifies the Executive in writing
prior to the expiration of such period that it desires to contest such claim,
the Executive shall:

           (i)    give Mattel any information reasonably requested by Mattel
relating to such claim,

           (ii)   take such action in connection with contesting such claim as
Mattel shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney reasonably selected by Mattel,

           (iii)  cooperate with Mattel in good faith in order effectively
to contest such claim, and

           (iv)   permit Mattel to participate in any proceedings relating to
such claim;

provided, however, that Mattel shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the foregoing provisions
of this Section 14(c), Mattel shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Mattel shall determine;
provided, however, that if Mattel directs the Executive to pay such claim and
sue for a refund, Mattel shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, Mattel's control of the contest shall be limited to issues with
respect to which a Gross-Up Payment would be payable hereunder and the Executive
shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.

      (d)  If, after the receipt by the Executive of an amount advanced by
Mattel pursuant to Section 14(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to Mattel's
complying with the requirements of Section 14(c)) promptly pay to Mattel the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto).  If, after the receipt by the Executive of an

                                       18
 
amount advanced by Mattel pursuant to Section 14(c), a determination is made
that the Executive shall not be entitled to any refund with respect to such
claim and Mattel does not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

      (e)  Notwithstanding any other provision of this Section 14, Mattel may
withhold and pay over to the Internal Revenue Service for the benefit of the
Executive all or any portion of the Gross-Up Payment that it determines in good
faith that it is or may be in the future required to withhold, and the Executive
hereby consents to such withholding.

      (f)  Definitions.  The following terms shall have the following meanings 
           -----------                                               
for purposes of this Section 14.

           (i)    An 'Agreement Payment' shall mean a Payment paid or payable
pursuant to this Agreement (disregarding this Section 14) and any payment
relating to the Loan Agreement.

           (ii)   'Excise Tax' shall mean the excise tax imposed by Section 4999
of the Code, together with any interest or penalties imposed with respect to
such excise tax.

           (iii)  The 'Net After-Tax Amount' of a Payment shall mean the Value
of a Payment net of all taxes imposed on the Executive with respect thereto
under Sections 1 and 4999 of the Code and applicable state and local law,
determined by applying the highest marginal rates that are expected to apply to
the Executive's taxable income for the taxable year in which the Payment is
made.

           (iv)   'Parachute Value' of a Payment shall mean the present value as
of the date of the change of control for purposes of Section 280G of the Code of
the portion of such Payment that constitutes a 'parachute payment' under Section
280G(b)(2), as determined by the Accounting Firm for purposes of determining
whether and to what extent the Excise Tax will apply to such Payment.

           (v)    A 'Payment' shall mean any payment or distribution in the
nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to
or for the benefit of the Executive, whether paid or payable pursuant to this
Agreement or otherwise.

           (vi)   The 'Safe Harbor Amount' means the maximum Parachute Value of
all Payments that the Executive can receive without any Payments being subject
to the Excise Tax.

           (vii)  'Value' of a Payment shall mean the economic present value of
a Payment as of the date of the change of control for purposes of Section 280G
of the Code, as

                                       19
 
determined by the Accounting Firm using the discount rate required by Section
280G(d)(4) of the Code.

  15. Miscellaneous.
      ------------- 

      (a)  This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.

      (b)  All notices and other communications hereunder shall be in writing;
shall be delivered by hand delivery to the other party or mailed by registered
or certified mail, return receipt requested, postage prepaid; shall be deemed
delivered upon actual receipt; and shall be addressed as follows:

                 If to Mattel:
                 ------------  

                                     MATTEL, INC.           
                                     333 Continental Blvd.  
                                     El Segundo, CA 90245    

                 If to Executive: 
                 ---------------   

                                     Ms. Adrienne Fontanella  
                                     MATTEL, INC.             
                                     333 Continental Blvd.    
                                     El Segundo, CA 90245      

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

      (c)  Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction will, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.

      (d)  Mattel may withhold from any amounts payable under this Agreement
such Federal, state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.

                                       20
 
      (e)  Mattel agrees to reimburse the Executive for the reasonable
attorneys' fees and costs incurred by the Executive in connection with this
Agreement and the Loan Agreement, in an aggregate amount not to exceed $25,000.

                                       21
 
      IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first set forth above.


EXECUTIVE:
                                     ADRIENNE FONTANELLA
                                       /s/ Adrienne Fontanella  2/1/00
                                     ----------------------------------


MATTEL:                               MATTEL, INC.,
                                      a Delaware corporation


                                      By:  /s/ Jill E. Barad   1/31/00
                                         ------------------------------
                                      Its: Chief Executive Officer
                                          -----------------------------


ATTEST:



-----------------------------
Assistant Secretary

                                       22
 
                                        Form for Executive Employment Agreement
                                        ---------------------------------------



                                  Exhibit 'A'

                                GENERAL RELEASE
                                 OF ALL CLAIMS
                                        
1.  For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned ('Executive') does hereby  on behalf of  Executive
and Executive's successors, assigns, heirs and any and all other persons
claiming through Executive, if any, and each of them, forever relieve, release,
and discharge Mattel, Inc. ('Mattel') and its respective predecessors,
successors, assigns, owners, attorneys, representatives, affiliates, Mattel
corporations, subsidiaries (whether or not wholly-owned), divisions, partners
and their officers, directors, agents, employees, servants, executors,
administrators, accountants, investigators, insurers, and any and all other
related individuals and entities, if any, and each of them, in any and all
capacities from any and all claims, debts, liabilities, demands, obligations,
liens, promises, acts, agreements, costs and expenses (including, but not
limited to attorneys' fees), damages, actions and causes of action, of whatever
kind or nature, including, without limiting the generality of the foregoing, any
claims arising out of, based upon, or relating to the hire, employment,
remuneration (including salary; bonus; incentive or other compensation;
vacation, sick leave or medical insurance benefits; or other benefits) or
termination of Executive's employment with Mattel.

2.  This release includes a release of any rights or claims Executive may have
under the Age Discrimination in Employment Act, which prohibits age
discrimination in employment as to individuals forty years of age and older; the
Older Workers Benefit Protection Act, which prohibits discrimination against
older workers in all Executive benefits; Title VII of the Civil Rights Act of
1964, as amended in 1991, which prohibits discrimination in employment based on
race, color, national origin, religion or sex; the California Fair Employment
and Housing Act, which prohibits discrimination based on race, color, religion,
national origin, ancestry, physical or mental disability, medical condition,
sex, pregnancy-related condition, marital status, age or sexual orientation; the
Equal Pay Act, which prohibits paying men and women unequal pay for equal work;
the Americans with Disabilities Act, which prohibits discrimination against
qualified individuals with disabilities; or any other federal, state or local
laws or regulations which prohibit employment discrimination, restrict an
employer's right to terminate Executives, or otherwise regulate employment.
This also includes a release by Executive of any claims for breach of contract,
wrongful discharge and all claims for alleged physical or personal injury,
emotional distress relating to or arising out of Executive's employment with
Mattel or the termination of that employment; any claims under the WARN Act or
any similar law, which requires, among other things, that advance notice be
given of certain work force reductions; and all claims under the Employee
Retirement Income Security Act, such as claims relating to pension or health
plan benefits.
 
3.  Notwithstanding any other provision of this Agreement, this release does not
apply to any rights or claims which arise after the execution of this Agreement
or to any rights or claims with respect to any breach of that certain Executive
Employment Agreement (the 'Employment Agreement') by between Executive and
Mattel.

4.  This release, as contained within this Agreement, covers both claims that
Executive knows about and those Executive may not know about.  Executive
expressly waives all rights afforded by any statute (such as Section 1542 of the
Civil Code of the State of California) which limits the effect of a release with
respect to unknown claims.  Executive understands the significance of
Executive's release of unknown claims and Executive's waiver of statutory
protection against a release of unknown claims (such as under Section 1542).
Section 1542 of the Civil Code of the State of California states as follows:

        'A general release does not extend to claims which the creditor does not
   know or suspect to exist in his favor at the time of executing the release,
   which if known by him must have materially affected his settlement with the
   debtor.'

Notwithstanding the provisions of Section 1542, Executive expressly acknowledges
that this release is intended to include both claims that Executive knows about
and those Executive does not know or suspect to exist.

5.  The provisions of this Agreement are severable, and if any part of it is
found to be unenforceable, the other paragraphs shall remain fully valid and
enforceable.  This Agreement shall be construed in accordance with its fair
meaning and in accordance with the laws of the state of California, without
regard to conflicts of laws principles thereof.

6.  Executive is strongly encouraged to consult with an attorney before signing
this Agreement.  Executive acknowledges that Executive has been advised of this
right to consult an attorney and Executive understands that whether to do so is
Executive's decision.  Executive acknowledges that Mattel has advised Executive
that Executive has twenty-one (21) days in which to consider whether Executive
should sign this Release and has advised Executive that if Executive signs this
Release, Executive has seven (7) days following the date on which Executive
signs the Release to revoke it and that the Release will not be effective until
after this seven-day period had lapsed.

PLEASE READ THIS AGREEMENT CAREFULLY.  IT CONTAINS A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.



Date: 
     ---------------------               -------------------------------
                                               Executive

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