LeapFrog 2005 Annual Report Download - page 168

APPENDIX B
L EAP F ROG E NTERPRISES ,I NC .
2002 N ON -E MPLOYEE D IRECTORS ’S TOCK A WARD P LAN
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: June 10, 2004
Amended and Restated: March 27, 2006
Amendment and Restatement Approved by Stockholders: , 2006
Termination Date: None
1. P URPOSES .
(a) Eligible Recipients. The persons eligible to receive Stock Awards are the Non-Employee Directors of
the Company.
(b) Available Stock Awards. 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 (i) Nonstatutory Stock Options., (ii) Restricted Stock Awards, (iii) Restricted Stock Unit Awards,
(iv) Stock Appreciation Rights, and (v) Performance Stock Awards.
(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. D EFINITIONS .
(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 a Stock Award granted annually to a Non-Employee Director who meets the
specified criteria pursuant to Section 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
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