LeapFrog 2003 Annual Report Download - page 159
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Appendix B
LeapFrog Enterprises, Inc.
2002 Non-Employee Directors’ Stock Option Plan
Adopted: July 2, 2002
Approved By Stockholders: July 19, 2002
Effective Date: July 2, 2002
Amended and Restated: April 20, 2004
Amendment and Restatement Approved by Stockholders: , 2004
Termination Date: None
1. Purposes.
(a) Eligible Option Recipients.The persons eligible to receive Options are the Non-Employee Directors
of the Company.
(b) Available Options.The purpose of the Plan is to provide a means by which Non-Employee Directors
may be given an opportunity to benefit from increases in value of the Class A Common Stock through the
granting of Nonstatutory Stock Options.
(c) General Purpose.The Company, by means of the Plan, seeks to retain the services of its Non-
Employee Directors, to secure and retain the services of new Non-Employee Directors and to provide incentives
for such persons to exert maximum efforts for the success of the Company and its Controlled Corporations.
2. Definitions.
(a) “Accountant” means the independent public accountants of the Company.
(b) “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or
hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(c) “Annual Grant” means an Option granted annually to a Non-Employee Director who meets the
specified criteria pursuant to subsection 6(b) of the Plan.
(d) “Annual Meeting” means the annual meeting of the stockholders of the Company.
(e) “Board” means the Board of Directors of the Company.
(f) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events after the IPO Date:
(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities other than by virtue of a merger, consolidation or similar transaction;
(ii) there is consummated a merger, consolidation or similar transaction involving (directly or
indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar
transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly,
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 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;
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