LeapFrog 2011 Annual Report Download - page 187

similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar
transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent
of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially
the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction;
(iii) the stockholders of the Company approve or the Board approves a plan of complete
dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall
otherwise occur, except for a liquidation into a parent corporation;
(iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or
other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries
to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease,
license or other disposition; or
Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall
not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the
domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an
individual written agreement between the Company or any Affiliate and the Participant shall supersede the
foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition
of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing
definition shall apply.
(h) ‘‘Class A Common Stock’’ means the Class A common stock of the Company.
(i) ‘‘Code’’ means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.
(j) ‘‘Committee’’ means a committee of one or more Directors to whom authority has been delegated by
the Board in accordance with Section 2(c).
(k) ‘‘Company’’ means LeapFrog Enterprises, Inc., a Delaware corporation.
(l) ‘‘Consultant’’ means any person, including an advisor, who is (i) engaged by the Company or an
Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a
member of the board of directors of an Affiliate and is compensated for such services. However, service solely
as a Director, or payment of a fee for such service, shall not cause a Director to be considered a ‘‘Consultant’’
for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan
only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or
the sale of the Company’s securities to such person.
(m) ‘‘Continuous Service’’ means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in
which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director
or a change in the entity for which the Participant renders such service, provided that there is no interruption
or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s
Continuous Service; provided, however, if the Entity for which a Participant is rendering services ceases to
qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous
Service shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the
extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole
discretion, may determine whether Continuous Service shall be considered interrupted in the case of (i) any
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