LeapFrog 2003 Annual Report Download - page 150

(nn) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section
424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any of its Affiliates.
3. Administration.
(a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates
administration to a Committee, as provided in Section 3(c).
(b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:
(i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock
Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock
Award shall be granted; the provisions of each Stock Award granted (which need not be identical),
including the time or times when a person shall be permitted to receive Class A Common Stock pursuant to
aStock Award; and the number of shares of Class A Common Stock with respect to which a Stock Award
shall be granted to each such person.
(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and
revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.
(iii) To amend the Plan or a Stock Award as provided in Section 12.
(iv) To terminate or suspend the Plan as provided in Section 13.
(v) Generally, to exercise such powers and to perform such acts as the Board deems necessary or
expedient to promote the best interests of the Company and that are not in conflict with the provisions of the
Plan.
(c) Delegation to Committee.
(i) General. The Board may delegate administration of the Plan to a Committee or Committees of
one (1) or more members of the Board, and the term “Committee” shall apply to any person or persons to
whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as
may be adopted from time to time by the Board. The Board may abolish the Committee at any time and
revest in the Board the administration of the Plan.
(ii) Section 162(m) and Rule 16b-3 Compliance. In the discretion of the Board, the Committee may
consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or
solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such
authority, the Board or the Committee may (1) delegate to a committee of one or more members of the
Board who are not Outside Directors the authority to grant Stock Awards to eligible persons who are either
(a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of
income resulting from such Stock Award or (b) not persons with respect to whom the Company wishes to
comply with Section 162(m) of the Code and/or (2) delegate to a committee of one or more members of the
Board who are not Non-Employee Directors the authority to grant Stock Awards to eligible persons who are
not then subject to Section 16 of the Exchange Act.
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