X0303 4 2009-05-13 0000063276 MATTEL INC /DE/ MAT 0001180656 SARGENT RONALD MATTEL, INC. - MAIL STOP M1-1516 333 CONTINENTAL BLVD. EL SEGUNDO, CA 90245 1 0 0 0 Common stock 2009-05-13 4 A 0 7087 14.11 A 29356 D Restricted Stock Units 2009-05-13 4 A 0 7087 0 A Common stock 7087 7087 D This grant of shares of Common Stock was made pursuant to the Mattel, Inc. 2005 Equity Compensation Plan (the "2005 Plan") in lieu of an amount of cash compensation that the reporting person otherwise would have received for service on the Mattel, Inc. Board of Directors, payable on May 13, 2009. The reporting person elected in advance to receive such amount in shares of Common Stock in lieu of cash. The Restricted Stock Units ("RSUs") were granted on May 13, 2009, pursuant to the 2005 Plan. Each RSU represents a contingent right to receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of such share on the settlement date). The RSUs are accompanied by dividend equivalent rights. The RSUs will vest in four equal installments, as follows: (i) 25% on August 13, 2009, (ii) 25% on November 13, 2009, (iii) 25% on February 13, 2010 and (iv) 25% on the earlier of May 13, 2010 or the day before the first annual meeting of Mattel's stockholders that occurs after the grant date. Vested RSUs generally will be settled on the third anniversary of the grant date. On the settlement date, for each vested RSU, the reporting person will receive one share of Common Stock (or, at the election of Mattel, Inc., a cash amount equal to the fair market value of one share of Common Stock on the settlement date). /s/ Ronald L. Sargent 2009-05-13