read this STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 13, 1998 (the"Agreement"), between MATTEL, INC., a Delaware corporation (the "Grantee"), and --------- ------- THE LEARNING COMPANY, INC., a Delaware corporation (the "Grantor"). ------- WHEREAS, Grantor and Grantee are entering into an Agreement and Planof Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to ---------------- which, and upon the terms and subject to the conditions thereof, Grantor is tomerge (the "Merger") with and into Grantee, with Grantor continuing as the ------ surviving corporation after the Merger; WHEREAS, as a condition and inducement to Grantee's willingness toenter into the Merger Agreement, Grantor is granting to the Grantee an option topurchase 15,673,160 shares of common stock, par value $.01 per share, of theGrantor (the "Common Stock"), upon the terms and subject to the conditions ------------ hereof; WHEREAS, in order to induce the Grantee to enter into the MergerAgreement the Grantor is willing to grant the Grantee the requested option; and WHEREAS, the Board of Directors of the Grantor has approved the grantby Grantor of the Option (defined below) pursuant to this Agreement.
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