Form of Opinion Grant Agreement



 EXHIBIT 10.77 
  
 Grant Agreement for a 
 Non-Qualified Stock Option 
 under the Mattel 1999 Stock Option Plan 
  
 This is a Grant Agreement between Mattel, Inc. (the “Company”) and
the individual (the “Option Holder”) named in the Notice of Grant of Stock Option (the “Notice”) attached hereto as the cover page of this agreement. 
  
 Recitals 
  
 The Company has adopted the Mattel 1999 Stock Option Plan (the “Plan”) for the granting to selected employees of options to purchase shares of
Common Stock of the Company. In accordance with the terms of the Plan, the Compensation/Options Committee of the Board of Directors of the Company (the “Committee”) has approved the execution of this Grant Agreement between the Company and
the Option Holder. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Plan. 
  
 Option 
  
 1. Terms. The Company grants to the Option Holder the right and option (this “Option”) to purchase on the terms and conditions hereinafter set forth, all or any part of the aggregate number of
shares of Common Stock set forth in the Notice, exercisable in accordance with the provisions of this Option during a period expiring on the date (the “Expiration Date”) that is ten years after the effective date of the grant (the
“Grant Date”), as specified in the Notice, unless terminated prior to the Expiration Date pursuant to Section 5 or 6 below. This Option shall be a Non-Qualified Stock Option. 
  
 2. Exercisability (Vesting). Except as otherwise provided in Section 6, this Option shall vest and become
exercisable with regard to the following percentages of the aggregate number of shares of Common Stock set forth in the Notice on the vesting dates set forth below; provided that the Option Holder is employed by the Company or one of its
Subsidiaries on the applicable vesting date: 
  

			
	 Vesting Date

	  	 Cumulative Percent of Shares
Subject to this Option
 Vested on Such Date


	 Six months after the Grant Date
	  	10%
	 One year after the Grant Date
	  	20%
	 18 months after the Grant Date
	  	40%
	 Two years after the Grant Date
	  	60%
	 30 months after the Grant Date
	  	80%
	 Three years after the Grant Date
	  	 100%









 The number of shares that may be purchased upon exercise of this Option shall in each case be calculated
to the nearest full share. 
  
 3. Method of
Exercising. Each exercise of this Option shall be by means of a written notice of exercise delivered to the office of the Secretary of the Company, specifying the number of whole shares to be purchased, accompanied by payment of the full
purchase price of the shares to be purchased. The payment shall be in the form of cash or such other forms of consideration as the Committee shall deem acceptable, such as the surrender of outstanding shares of Common Stock owned by the Option
Holder or by withholding shares that would otherwise be issued upon the exercise of the Option; provided, that in the case of the surrender of outstanding shares of Common Stock, such shares must either (a) have been acquired by the Option
Holder in open-market transactions or (b) have been held by the Option Holder for at least 6 months. To the extent permitted by applicable law, as determined by the Committee, the Option Holder may exercise this Option by the delivery to the Company
or its designated agent of an irrevocable written notice of exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the shares of Common Stock and to deliver the sale or margin loan proceeds
directly to the Company to pay the exercise price of this Option. Furthermore, in the event that the Company establishes, for itself or using the services of a third party, an automated system for the exercise of stock options, such as a system
using an internet website or interactive voice response, then the paperless exercise of this Option may be permitted through the use of such an automated system, subject to appropriate limitations on exercises by Insiders. 
  
 4. Withholding. Upon exercise, the Option Holder shall pay, or
make provisions satisfactory to the Company or its Subsidiary for payment of any federal, state and local taxes required to be withheld. 
  
 5. Cancellation of Grants. The Option Holder specifically acknowledges that this Option is subject to the provisions of Section 20 of the
Plan, entitled “Cancellation of Grants,” which can cause the forfeiture of this Option, or the rescission of Common Stock acquired upon the exercise of this Option. As a condition of the exercise of this Option, the Option Holder shall
certify on a form provided by the Committee that he or she is in compliance with the terms and conditions of the Plan, including Section 20 thereof, entitled “Cancellation of Grants.” 
  
 6. Term/Accelerated Vesting in Certain Circumstances. Except as
provided below, (a) any portion of this Option that is not exercisable pursuant to Section 2 on the date upon which the Option Holder’s employment with the Company and its Subsidiaries terminates shall terminate immediately upon the termination
of the Option Holder’s employment with the Company and its Subsidiaries, and (b) any portion of this Option that is exercisable on the date upon which the Option Holder’s employment with the Company and its Subsidiaries terminates shall
terminate ninety (90) days after the Option Holder ceases to be an employee of the Company or one of its Subsidiaries for any reason other than as described below. In no event, however, may the Option or any portion of the Option be exercised after
the Expiration Date. 
  

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 i. If the Option Holder’s employment is terminated by reason of death, then the
Option Holder’s beneficiary or beneficiaries (as designated in the manner determined by the Committee), or if no beneficiary is so designated or if no beneficiary survives the Option Holder, then the Option Holder’s administrator,
executor, personal representative, or trustee of a trust holding the Option, or other person to whom the Option has been transferred by means of the Option Holder’s will or the laws of descent and distribution, shall be able to exercise this
Option, to the extent vested at the time of the Option Holder’s death, until the earlier of (a) one (1) year following the death of the Option Holder or (b) the Expiration Date; provided, however, that if either paragraph (iv) or
paragraph (v) immediately below applies, and the provisions of such applicable paragraph would result in greater acceleration of vesting of all or a portion of this Option, or a longer period to exercise all or a portion of this Option, then the
provisions of such applicable paragraph shall govern to the extent that they increase acceleration of vesting and/or extend the period to exercise. 
  
 ii. If the Option Holder’s employment is terminated by reason of his or her becoming Disabled, the Option Holder will be able to
exercise this Option, to the extent vested at the time of such termination, until the earlier of (a) one (1) year following such termination of employment or (b) the Expiration Date; provided, however, that if either paragraph (iv) or
paragraph (v) immediately below applies, and the provisions of such applicable paragraph would result in greater acceleration of vesting of all or a portion of this Option, or a longer period to exercise all or a portion of this Option, then the
provisions of such applicable paragraph shall govern to the extent that they increase acceleration of vesting and/or extend the period to exercise. 
  
 iii. If the Option Holder’s employment is terminated for Cause, the unexercised portion of this Option shall terminate immediately as
of such termination for Cause. 
  
 iv. If the
Option Holder’s employment terminates after the Option Holder’s attainment of age fifty-five (55) and completion of five (5) years of service (as determined in accordance with the terms of the Mattel, Inc. Personal Investment Plan), and
such termination occurs at least six months after the Grant Date, then this Option shall vest and become exercisable in full (to the extent not already vested and exercisable); provided, however, that if paragraph (vi) immediately
below applies, and the provisions of paragraph (vi) would result in greater acceleration of vesting of all or a portion of this Option, then the provisions of paragraph (vi) shall govern to the extent that they increase acceleration of vesting.

  
 v. If the Option Holder’s employment
terminates after the Option Holder’s attainment of age fifty-five (55) and completion of five (5) years of service (as determined in accordance with the terms of the Mattel, Inc. Personal Investment Plan), then the Option Holder will be able to
exercise this Option, to the extent vested, until the earlier of (x) five (5) years following such termination of employment or (y) the Expiration Date; provided, however, that if paragraph 

  

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(vi) immediately below applies, and the provisions of paragraph (vi) would result in a longer period to exercise all or a portion of this Option, then the
provisions of paragraph (vi) shall govern to the extent that they extend the period to exercise. 
  
 vi. Notwithstanding any provision in this Section 6 or Section 20 of the Plan to the contrary, if the Option Holder’s employment is
terminated other than for Cause during the 18-month period following a Change in Control, the Option Holder will be able to exercise this Option, to the extent this Option is exercisable on the date of the termination of the Option Holder’s
employment (or on such accelerated basis as the Committee may determine), until the earlier of (a) the longer of (i) two (2) years following such termination of employment or (ii) such other period as may be provided in the Plan for such termination
of employment, or (b) the Expiration Date. 
  
 7. Compliance
with Law. No shares issuable upon the exercise of this Option shall be issued and delivered unless and until all applicable registration requirements of the Securities Act of 1933, as amended, all applicable listing requirements of any
national securities exchange on which the Common Stock is then listed, and all other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, shall have been complied with. In particular, the Committee may
require certain investment (or other) representations and undertakings in connection with the issuance of securities in connection with the Plan in order to comply with applicable law. 
  
 8. Assignability. Except as may be effected by designation of a beneficiary or beneficiaries in such manner as
may be determined by the Committee, or as may be effected by will or other testamentary disposition or by the laws of descent and distribution, any attempt to assign this Option shall be of no effect. 
  
 9. Certain Corporate Transactions. In the event of certain
corporate transactions, this Option shall be subject to adjustment as provided in Section 18 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 19 of the Plan. 
  
 10. No Additional Rights. Neither the granting of this Option
nor its exercise shall (a) confer upon the Option Holder any right to continue in the employ of the Company, (b) interfere in any way with the rights of the Company or a Subsidiary to terminate such employment at any time for any reason, with or
without Cause, or (c) interfere with the right of the Company or a Subsidiary to undertake any lawful corporate action. The Option Holder acknowledges that he or she is an “employee at will.” 
  
 11. Rights as a Stockholder. Neither the Option Holder nor any
other person legally entitled to exercise this Option shall be entitled to any of the rights or privileges of a stockholder of the Company in respect of any shares issuable upon any exercise of this Option unless and until a certificate or
certificates representing such shares shall have been actually issued and delivered to the Option Holder. 
  

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 12. Compliance with Plan. This Option is subject to, and the Company and Option Holder
agree to be bound by, all of the terms and conditions of the Plan as it shall be amended from time to time. No amendment to the Plan shall adversely affect this Option without the consent of the Option Holder. In the case of a conflict between the
terms of the Plan and this Option, the terms of the Plan shall govern. 
  
 13. Governing Law. This Option has been granted, executed and delivered with effect from the Grant Date, at El Segundo, California, and interpretation, performance and enforcement of this Option shall be governed by the laws
of the State of Delaware without regard to principles of conflicts of laws. 
  

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