LeapFrog 2005 Annual Report Download - page 176

at any time solely because the issuance of shares would violate the registration requirements under the Securities
Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in
Section 7(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s
Continuous Service during which the exercise of the Option would not be in violation of such registration
requirements.
(i) Disability of Optionholder. In the event an Optionholder’s Continuous Service terminates as a result
of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise it as of the date of termination), but only within such period of time ending
on the earlier of (i) the date six (6) months following such termination or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her
Option within the time specified herein, the Option shall terminate.
(j) Death of Optionholder. In the event (i) an Optionholder’s Continuous Service terminates as a result of
the Optionholder’s death or (ii) the Optionholder dies within the three-month period after the termination of the
Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent
the Optionholder was entitled to exercise the Option as of the date of death) by the Optionholder’s estate, by a
person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to
exercise the Option upon the Optionholder’s death, but only within the period ending on the earlier of (1) the date
six (6) months following the date of death or (2) the expiration of the term of such Option as set forth in the
Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall
terminate.
8. P ROVISIONS OF S TOCK A WARDS OTHER THAN O PTIONS .
(a) Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the
Company’s Bylaws, at the Board’s election, shares of Class A Common Stock may be (x) held in book entry
form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or
(y) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the
Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the
terms and conditions of separate Restricted Stock Award Agreements need not be identical, provided, however,
that each Restricted Stock Award Agreement shall include (through incorporation of provisions hereof by
reference in the agreement or otherwise) the substance of each of the following provisions:
(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) past or future
services actually or to be rendered to the Company or an Affiliate, or (B) any other form of legal
consideration that may be acceptable to the Board in its sole discretion and permissible under applicable
law.
(ii) Vesting. Shares of Class A Common Stock awarded under a Restricted Stock Award Agreement
may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the
Board.
(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous
Service terminates, the Company may receive pursuant to a forfeiture condition, any or all of the shares of
Class A Common Stock held by the Participant which have not vested as of the date of termination of
Continuous Service under the terms of the Restricted Stock Award Agreement.
(iv) Transferability. Rights to acquire shares of Class A Common Stock under a Restricted Stock
Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set
forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long
as Class A Common Stock awarded under the Restricted Stock Award Agreement remains subject to the
terms of the Restricted Stock Award Agreement.
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