The El Segundo, Calif.-based company disclosed terms of the agreement, which could be worth considerably more if its depressed stock price rebounds, in an annual proxy statement filed on Friday with the Securities and Exchange Commission.

Massive losses in the fourth quarter last year at The Learning Co., Mattel's educational and entertainment software unit, led to the resignation of Barad, 46, in February. Several other top executives also left the company.

Earlier this month, the maker of Barbie dolls, Hot Wheels and Matchbox cars and Fisher-Price infant and preschool toys reported a smaller-than-expected net loss of $171.2 million, or 40 cents a share, for the first quarter of 2000, compared with a profit a year earlier of $3.1 million, or 1 cent a share.

The company said its separation agreement with Barad included about $26.4 million -- five times her annual base salary plus bonuses -- the forgiveness of a $3 million home loan from 1994 and a $4.2 million loan from 1997 and the payment of $3.31 million in federal, state and Medicare tax liabilities she will incur because of the forgiveness of the home loan.

Barad also will receive $708,989 a year in retirement benefits for life, as well as other fringes that include payment of a $5 million life insurance policy for life, health insurance, outplacement and financial counseling services, and payment of certain club memberships, the company said.

Mattel said it also would temporarily continue to provide her with security, allow her to keep some office equipment, sell her company car to her for a ``nominal sum'' and sell her office artwork to her at prices that Mattel paid.

Under the deal, Barad also became fully vested in all of her options to purchase 6,440,759 shares of Mattel common stock. Of the total, 4,082,946 have exercise prices of $42.31 or $44.87. The rest have prices ranging from $15.76 to $26.62.

Mattel stock closed on Friday at $12.3125 a share.

The company also reported that former President Ned Mansour, 51, received a package of $3.8 million -- three times his annual salary plus bonus payments -- and another $2 million from the company's long-term incentive plan.

Mattel said it also declared Mansour, who resigned last month, fully vested in all of his options to buy 1.96 million shares, most of which are exercisable at $42.23 to $44.87 a share. More than 800,000 of the shares are exercisable at prices that range from $16.16 to $25.75 a share.

[Updated 5/01/2000]