LeapFrog 2005 Annual Report Download - page 130

As described in Proposal Two, an amendment to the Director Plan was recently approved by our board of
directors and is subject to approval by our stockholders at the annual meeting of stockholders. The proposed
amendment provides for an increase in the number of shares of common stock authorized for issuance under the
Director Plan from 750,000 to 1,250,000 shares. The proposed amendment also provides for the addition of
restricted stock, restricted stock unit awards, performance stock awards and stock appreciation rights to the types
of awards that are eligible for grant under the Director Plan, and the determination to award initial or annual
grants in the form of stock options or such other type of stock awards is at the discretion of the board or a
committee of the board. In addition, in the event that initial and annual grants are made in the form of stock
awards other than options, the proposed amendment provides that the board or a committee of the board has the
authority to determine the number of shares subject to such stock awards.
During the fiscal year ended December 31, 2005, our non-employee directors received the following
compensation for their service on our board of directors:
Non-Employee Director
2005 Annual Cash
Retainer for
Service on the
Board
2005 Annual Cash
Retainer for Service
as the Chairman of
a Committee or
Member of the Audit
Committee
2005 Board Meeting
Fees 2005 Equity Grants
Steven B. Fink ................ $ 60,000 $ 5,000 $ 15,000 25,000 shares
Jeffrey Berg .................. $ 3,986 — — —
Jeffrey G. Katz ................ $ 17,500 $ 2,917 $ 15,000 31,250 shares
E. Stanton McKee ............. $ 30,000 $10,000 $ 27,000 15,000 shares
Stanley E. Maron .............. $ 30,000 — $ 12,000 15,000 shares
Barry Munitz ................. $ 7,500 $ 1,250 $ 0 —
David C. Nagel ................ $ 10,000 — $ 1,500 30,000 shares
Stewart A. Resnick ............. $ 7,500 $ 1,250 $ 6,000 —
Paul A. Rioux ................. $ 15,000 — $ 3,000 30,000 shares
Ralph R. Smith ................ $ 22,500 — $ 9,000 33,750 shares
Caden Wang .................. $ 22,500 $ 7,500 $ 22,500 33,750 shares
Total Compensation ............ $226,486 $27,917 $111,000 213,750 shares
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, in 2005, Dr. Munitz and Messrs. Berg, Resnick, Fink, Smith and Wang served on our
Compensation Committee. During the fiscal year ended December 31, 2005, none of these directors was an
officer or employee of LeapFrog or any of our subsidiaries, nor are any of these directors former officers of
LeapFrog or any of our subsidiaries.
None of our other executive officers or directors serve as a member of the board of directors or
Compensation Committee of any entity that has one or more executive officers serving on our board of directors
or Compensation Committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires LeapFrog’s directors and
executive officers, and persons who own more than ten percent of a registered class of LeapFrog’s equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of LeapFrog. Officers, directors and greater than ten percent stockholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
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