LeapFrog 2004 Annual Report Download - page 143

Long-Term Incentive Plans—Awards in Last Fiscal Year
The following table provides certain information with respect to grants of performance shares made during
the past fiscal year to the named executive officers under LeapFrog’s 2002 Equity Incentive Plan. Our 2002
Equity Incentive Plan allows for a performance share program that provides the opportunity for certain
designated participants to receive shares of LeapFrog’s common stock based on formulas tied to certain pre-
established financial performance goals that are established for each performance period by the Compensation
Committee of our board of directors. At the beginning of each performance period, each designated participant is
assigned a “Target Award” that sets forth the number of shares of LeapFrog’s common stock that will be
awarded to the participant if the pre-established financial performance goals are met during the performance
period. If the level of such performance goals that is achieved during the performance period is less or more than
the specified target level, participants will be awarded a percentage (from 25% to 200%) of shares subject to the
Target Awards; provided, however, that if a specified minimum level of performance goals is not achieved
during the performance period, participants will not receive any shares. In April 2004, certain of the named
executive officers were granted the right to participate in the performance share program for the 2004 through
2006 performance period. Such named executive officers will earn one-third of their Target Awards for each year
that the annual performance goals are met during the 2004 through 2006 performance period. The named
executive officers will be issued the number of shares earned during the 2004 through 2006 performance period
on or about December 31, 2006, provided that the named executive officer must be employed by LeapFrog as of
that date. The company did not meet the 2004 performance goals set by the Compensation Committee of our
board of directors. Accordingly, the named executive officers will not receive a grant of shares under the
performance share program for the 2004 period.
Estimated Future Payouts
Under Non-Stock Price-Based Plans(1)
Name
Number
of Shares,
Units or
Other
Rights
Performance or
Other Period
Until
Maturation or
Payout
Number of
Shares
Cancelled Due
to 2004
Performance
Goals Not
Being Met Threshold Target Maximum
Thomas J. Kalinske ............ 95,600
3 years ending
12/31/06 27,087 17,128 68,513 137,026
Jerome J. Perez ................ 20,000
3 years ending
12/31/06 5,667 3,583 14,333 28,666
Paul A. Rioux(2) ............... — — — — —
Timothy M. Bender ............ 43,000
3 years ending
12/31/06 12,183 7,704 30,817 61,634
Michael C. Wood(2) ............ — — — — —
G. Frederick Forsyth ............ 22,000
3 years ending
12/31/06 6,233 * * *
(1) Estimated future payouts are based on the number of shares remaining of the performance grant in the 2004
through 2006 performance cycle and excludes shares that will not be earned as a result of LeapFrog not
meeting the performance goals set by the board of directors for 2004.
(2) Messrs. Wood and Rioux were not granted the right to participate in the performance share program.
* Mr. Forsyth resigned as our Chief Operating Officer in February 2005, and is no longer a participant in this
performance share program.
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