LeapFrog 2011 Annual Report Download - page 170

If a covered termination of employment (which includes a resignation for ‘‘good reason’’) is triggered
and does not occur in relation to a change in control of the Company, the Severance Plan provides for the
following payments and benefits:
Base Severance
(Months of Base Salary) Health Insurance Payments Form of Payment
12 12 months of
COBRA coverage
Semi-monthly Installments
If a covered termination of employment is triggered and occurs in connection to a change in control of
the Company, the Severance Plan provides for the following payments and benefits:
Base Severance
(Months of Base Salary) Bonus Severance
Health Insurance
Payments
Equity
Acceleration Form of Payment
24 200% of
Target Bonus
24 months of
COBRA coverage
100% Lump Sum
Assuming a termination date of December 31, 2011, Messrs. Campbell, Dodd and Etnyre would have
been eligible to receive the following severance payments and benefits:
Covered Termination — No Change in Control
Named Executive Officer
Payment of
Base Salary
($)
Health
Insurance
Payments
($)
(1)
Total
William K. Campbell .............................. 315,000 —
(2)
315,000
Michael J. Dodd .................................. 408,000 19,323 427,323
Mark A. Etnyre .................................. 315,000 19,747 334,747
Covered Termination — Change in Control
Named Executive Officer
Payment of
Base Salary
($)
Payment of
Bonus
($)
Health
Insurance
Payments
($)
(1)
Value of
Equity
Acceleration
($)
(3)
Total
William K. Campbell .......... 630,000 409,500 —
(2)
782,814 1,822,314
Michael J. Dodd .............. 816,000 612,000 38,646 1,459,228 2,925,874
Mark A. Etnyre .............. 630,000 409,500 39,494 605,031 1,684,025
(1) Approximate value of benefit; does not reflect potential increase of insurance premiums in 2012.
(2) Mr. Campbell does not currently maintain any health insurance coverage through LeapFrog.
(3) Represents value of additional RSUs vesting plus potential realizable value of the additional vested
options assuming a change in control of the Company occurred on December 31, 2011 and that such
executive’s options were exercised on the same date, based on an exercise price of $5.59 per share, the
closing market price of our Class A common stock as reported by the NYSE for December 31, 2011.
Participants are required to execute a release prior to receiving any of the foregoing payments and such
payments and benefits under the Severance Plan will terminate if, at any time, the executive violates any
proprietary information or confidentiality obligation to LeapFrog.
In connection with Mr. Chai’s termination in March 2011, he received $481,584, which consisted of
$210,693 corresponding to nine months of base salary plus $270,891 in severance payments. As a result of his
termination, Mr. Chai is no longer eligible to receive payments upon a termination of employment or a change
in control of the Company and he was not eligible for any payments or benefits upon a termination of
employment or change in control of the Company as of December 31, 2011.
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