Employment Agreement - Mattel Inc. and Robert A. Eckert


                         Summary of Principal Terms of
                          Employment Agreement between
                       Robert A. Eckert ("Executive") and
                            Mattel, Inc. ("Company")
                                  May 15, 2000


1.  Position:  Chairman and Chief Executive Officer.  Executive will also be
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    elected a director of the Company.

2.  Term:  Through June 30, 2003, with a daily three-year evergreen feature
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    effective June 30, 2000, so that the remaining term will always be at least
    three years, subject to either party being able, by written notice, to stop
    further operation of that evergreen feature.

3.  Annual Salary:  $1,250,000 for 2000, subject to increase thereafter.
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4.  Bonuses:
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     (a)  Annual performance bonus based upon the terms and conditions of the
          Company's Management Incentive Plan, with target at 100% of salary and
          maximum at 200% of salary. Unless Executive's employment is terminated
          for Cause prior to the normal bonus payment date, guaranteed 2000
          bonus at target without proration as a minimum.

     (b)  Participation in the Company's cash Long-Term Incentive Plan (the
          "LTIP") for the 2000-2002 performance cycle in accordance with current
          Company practice (i.e., $2,000,000 for performance at the threshold
          level, $4,000,000 at target level, and $8,000,000 at maximum),
          prorated for the period from the commencement of the Executive's
          employment with the Company through the end of 2002; and participation
          in the LTIP for subsequent performance cycles consistent with
          competitive pay practices generally and with participation by other
          senior executives of the Company.

     (c)  Additional bonuses as awarded in the discretion of the Board of
          Directors.

5.  Group/Executive Benefits:  Participation by Executive and his family, on
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    terms no less favorable to Executive than the terms offered to other senior
    executives of the Company, in any group and/or executive life,
    hospitalization or disability insurance plan, health program (with COBRA
    equivalent premiums paid on a grossed-up basis during any waiting period),
    pension, profit sharing, ESOP, 401(k) and similar benefit plans (qualified,
    non-qualified and supplemental) or other fringe benefits of the Company,
    including automobile allowance, club memberships and dues, and similar

 
    programs as in effect from time to time (collectively referred to as the
    "Benefits"). In addition to any group and/or executive life insurance
    benefits, the Company will maintain life insurance which will pay to the
    Executive's beneficiaries a death benefit equal to three times the
    Executive's annual base salary.

6.  Supplemental Retirement Benefits:
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    (a)  Upon termination of employment, the Executive will be entitled to
         receive from the Company a supplemental pension benefit which, when
         added to any benefits payable under all qualified and nonqualified
         defined benefit retirement plans of the Company, will produce an
         aggregate pension payable at age 60 which is not less than 35% of (i)
         the Executive's final average earnings (determined as described in the
         Company's 2000 proxy statement) or, if greater, (ii) the sum of the
         Executive's initial annual salary and guaranteed bonus described in
         items 3 and 4 above (the "Age 60 Pension").

    (b)  In the event of termination of employment prior to age 60 for any
         reason other than termination by the Company for "Cause" or resignation
         by the Executive without "Good Reason", Executive will be entitled to
         the Age 60 Pension, which will be calculated by taking into account
         (for purposes of determining final average earnings) any salary-and-
         bonus-based severance benefits payable as described in item 10 or item
         16 below. In the event of the Executive's resignation without "Good
         Reason" or termination by the Company for "Cause" prior to age 60, the
         amount of the Age 60 Pension will be reduced by 3% of such amount for
         each full year during the period between such resignation or
         termination and the Executive's 60th birthday; and in the event of such
         a resignation or termination prior to the fifth anniversary of the
         commencement of the Executive's employment with the Company, the amount
         of the Age 60 Pension, as reduced under the preceding clause, will be
         prorated by multiplying it by a fraction the numerator of which is the
         number of months the Executive was actively employed by the Company and
         the denominator of which is 60.

    (c)  In the event of termination prior to age 60, the Age 60 Pension may be
         commenced early, subject to a reduction of 3% for each full year that
         the pension commences prior to age 60. In the event of Change-of-
         Control, the 3% discount for early commencement will be measured from
         age 55.

    (d)  The Age 60 Pension may be paid in any form permitted under the
         Company's supplemental plans. In the event of the Executive's death
         after the date hereof but before the Age 60 Pension becomes payable,
         his wife will receive a survivor annuity for her life equal to 50% of
         the amount which would have been payable to the Executive if he had
         terminated his employment for "Good 

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         Reason" immediately prior to the date of his death and elected to
         commence his Age 60 Pension immediately. Any such survivor benefit will
         be reduced by the amount of any pre-retirement survivor benefit payable
         to the Executive's wife under the Company's qualified and nonqualified
         defined benefit retirement plans.

7.  Equity Based Incentive Compensation:
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    (a)  Initial grant of ten-year options with respect to 3,000,000 shares to
         vest (i) 750,000 shares on the commencement of Executive's employment
         with the Company, and (ii) 750,000 shares on each of the first three
         anniversaries of such commencement. The exercise price for the options
         will be equal to the closing NYSE price on the date that the Executive
         accepts employment with the Company.

    (b)  Initial grant of 550,404 shares of deferable restricted stock units to
         vest 1/4 on June 30, 2000, 1/4 on January 31, 2001, 1/4 on January 31,
         2002, and 1/4 on June 30, 2008. Executive will be permitted to defer
         receipt of shares issuable upon vesting of the restricted stock units.
         (The 550,404 stock unit total is an estimate based on a $12.00 per
         share value for the Company's stock and the May 5, 2000 closing NYSE
         price of the stock of the Executive's prior employer. The actual number
         of stock units should be calculated based on the closing NYSE prices of
         those stocks on the date that the Executive accepts employment with the
         Company.)

    (c)  Executive will be eligible to receive future grants under the Company's
         stock incentive programs consistent with competitive pay practices
         generally and with awards made to other senior executives of the
         Company.

    (d)  All equity based awards will fully vest upon a Change of Control.

8.  Sign-On Bonus.
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    (a)  $5,500,000 loan to be disbursed within three business days of the
         commencement of Executive's employment, to be forgiven (with an
         accompanying tax gross-up payment) at the end of three years or upon
         earlier termination of the Executive's employment for any reason other
         than by the Company for Cause or by the Executive's resignation without
         Good Reason.

    (b)  Payment of $2,784,874 in cash within three business days of the
         commencement of the Executive's employment.

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9.  Events Triggering Severance Benefits:  Upon the termination of Executive's
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    employment for any of the following reasons, Executive will be entitled to
    receive the severance benefits described in item 10 below:

    (a)  Termination by the Company without Cause, or

    (b)  Termination by Executive for Good Reason.

    "Cause" means "Cause" as defined in the Company's employment agreements
    with its senior executives.  "Good Reason" includes the definition of "Good
    Reason" contained in the Company's employment agreements with its senior
    executives and also includes delivery by the Company of a notice
    discontinuing the evergreen feature of the term of Executive's employment
    agreement.

10.  Severance Benefits:  In the event of a termination of employment described
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     in item 9 above, Executive will be entitled, in lieu of any other severance
     benefits (other than those described elsewhere herein), to severance
     benefits essentially comparable to those contained in the Company's
     employment agreements with its senior executives.

11.  Gross-Up Payment for Golden Parachute Taxes:  If it is determined that any
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     payment by the Company to or for the benefit of Executive, under the
     employment agreement or otherwise, would be subject to the federal excise
     taxes imposed on golden parachute payments, the Company will make an
     additional payment to Executive (the "Gross-Up Payment") in an amount
     sufficient to cover (a) any golden parachute excise tax payable by
     Executive, (b) all taxes on the Gross-Up Payment, and (c) all interest
     and/or penalties imposed with respect to such taxes.

12.  No Duty to Mitigate:  After a termination of employment, Executive will not
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     be obligated to mitigate damages by seeking other comparable employment,
     and any severance benefits payable to Executive will not be subject to
     reduction for any compensation received from other employment.

13.  Termination by Executive:  Executive may, by at least 30 days prior written
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     notice, voluntarily terminate the agreement without liability at any time
     without Good Reason.

14.  Fees and Expenses:  The Company will pay all reasonable professional fees
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     and related expenses incurred by Executive in connection with the
     negotiation and preparation of the employment agreement.

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15.  Relocation:  The Company will pay all costs of relocation of Executive and
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     his family to California in accordance with the Company's relocation policy
     supplemented as follows:

     (a)  The Company will reimburse Executive for reasonable temporary living
          expenses for Executive and his family in the Los Angeles metropolitan
          area for a period not to exceed one year from the date hereof;

     (b)  The Company will make available to Executive the opportunity to sell
          his present primary residence at appraised value through a relocation
          firm mutually acceptable to Executive and the Company; and

     (c)  All relocation payments will be "grossed-up" for applicable taxes.

16.  Change of Control Agreement:  In the event of a Change of Control,
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     Executive will have the benefit of all elements of the Change of Control
     provisions in the Company's employment agreements with its senior
     executives, except to the extent that the application thereof would reduce
     Executive's rights or benefits described herein.

17.  Binding of Successors:  The Company will be required to have any successor
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     to all or substantially all of its business and/or assets expressly assume
     and agree to perform Executive's employment agreement in the same manner
     and to the same extent that the Company would be required to perform if no
     such succession had taken place.

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