JAKKS Pacific (JAKK)

Stephen G. Berman

		Upon Retirement				Quits For “Good Reason”(3)				Upon Death				Upon “Disability”(4)				Termination Without “Cause”				Termination For “Cause”(6)				Involuntary Termination In Connection with Change of Control(7)
Base Salary		$	—			$	931,875			$	—			$	—			$	931,875			$	—			$	3,259,100	(8)
Restricted Stock –  Performance-Based			—				—				—				—				—				—				2,475,600	(9)
Annual Cash Incentive Award(2)			—				—				—				—				—				—				—

Stephen G. Berman

		Upon Retirement				Quits For “Good Reason”(3)				Upon Death				Upon “Disability”(4)				Termination Without “Cause”				Termination for “Cause”(6)				Involuntary Termination in Connection with Change of Control(7)
Base Salary		$	—			$	1,397,813			$	—			$	—			$	1,397,813			$	—			$	3,184,350	(8)
Restricted Stock –  Performance-Based			—				—				—				—				—				—				2,833,200	(9)
Annual Cash Incentive Award(2)			—				—				—				—				—				—				—

Stephen Berman

Mr. Berman’s amended and restated employment agreement, pursuant to which he serves as our President and Chief Operating Officer, provides for an annual base salary in 2006 of $1,040,000. Mr. Berman’s agreement expires December 31, 2010. His base salary is subject to annual increases determined by our Board of Directors, but in an amount not less than $25,000 per annum. For our fiscal year ended December 31, 2005, Mr. Berman received a bonus of $3,045,000. For each fiscal year between 2006 through 2010, Mr. Berman’s bonus will depend on our achieving certain earnings per share growth targets, with such earnings per share growth targets to be determined annually by the Compensation Committee of our Board of Directors. Depending on the levels of earnings per share growth that we achieve in each fiscal year, Mr. Berman will receive an annual bonus of from 0% to up to 200% of his base salary. This bonus will be paid in accordance with the terms and conditions of our 2002 Stock Award and Incentive Plan. In addition, in consideration for modifying and replacing the pre-tax income formula provided in his prior employment agreement for determining his annual bonus, and for entering into the amended employment agreement, Mr. Berman was granted the right to be issued an aggregate of 1,080,000 shares of restricted stock. The first tranche of restricted stock, totaling 240,000 shares, was granted at the time the agreement became effective, and 120,000 shares were granted on each of January 1, 2004, 2005 and 2006 (or 360,000 shares in the aggregate). In each subsequent year of the employment agreement term, Mr. Berman will receive 120,000 shares of restricted stock. The grant of these shares is in accordance with our 2002 Stock Award and Incentive Plan, and the vesting of each tranche of restricted stock is subject to our achieving pre-tax income in excess of $2,000,000 in the fiscal year that the grant is made. Each tranche of restricted stock granted or to be granted from January 1, 2004 through January 1, 2008 is subject to a two-year vesting period, which may be accelerated to one year if we achieve certain earnings per share growth targets. Each tranche of restricted stock to be granted thereafter through January 1, 2010, is subject to a one-year vesting period.