LeapFrog 2011 Annual Report Download - page 185

sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject
to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before
the dissolution or liquidation is completed but contingent on its completion.
(c) Corporate Transaction. The following provisions shall apply to Stock Awards in the event of a
Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other
written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly
provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then,
notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions
with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:
(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock
award for the Stock Award (including, but not limited to, an award to acquire the same consideration
paid to the stockholders of the Company pursuant to the Corporate Transaction);
(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in
respect of Class A Common Stock issued pursuant to the Stock Award to the surviving corporation or
acquiring corporation (or the surviving or acquiring corporation’s parent company);
(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at
which the Stock Award may be exercised) to a date prior to the effective time of such Corporate
Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that
is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award
terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;
(iv) arrange for the lapse of any reacquisition or repurchase rights held by the Company with
respect to the Stock Award;
(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not
exercised prior to the effective time of the Corporate Transaction, in exchange for such cash
consideration, if any, as the Board, in its sole discretion, may consider appropriate; or
(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any,
of (A) the value of the property the Participant would have received upon the exercise of the Stock
Award, over (B) any exercise price payable by such holder in connection with such exercise.
The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or
with respect to all Participants.
(d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and
exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such
Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and
the Participant, but in the absence of such provision, no such acceleration shall occur.
10. TERMINATION OR SUSPENSION OF THE PLAN.
(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner
by the Board, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the
earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the
stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended or after
it is terminated.
(b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and
obligations under any Award granted while the Plan is in effect except with the written consent of the affected
Participant.
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