LeapFrog 2005 Annual Report Download - page 184

(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;
(iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or
liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur,
and as a result of which the operations of the Company are no longer being conducted; or
(iv) there is consummated a sale, lease, license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition
of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more
than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by
stockholders of the Company in substantially the same proportions as their Ownership of the Company
immediately prior to such sale, lease, license or other disposition.
Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or
any analogous term) in an individual written agreement between the Company or any Affiliate and the
Participant shall supersede the foregoing definition with respect to Stock Awards subject to such agreement (it
being understood, however, that if no definition of Change in Control or any analogous term is set forth in such
an individual written agreement, the foregoing definition shall apply).
(e) “Class A Common Stock” means the Class A common stock of the Company.
(f) “Code” means the Internal Revenue Code of 1986, as amended.
(g) “Committee” means a committee of one or more members of the Board appointed by the Board in
accordance with Section 3(c).
(h) “Company” means LeapFrog Enterprises, Inc., a Delaware corporation.
(i) “Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to
render consulting or advisory services and who is compensated for such services or (ii) serving as a member of
the Board of Directors of an Affiliate and who is compensated for such services. However, the term “Consultant”
shall not include Directors who are not compensated by the Company for their services as Directors, and the
payment of a director’s fee by the Company for services as a Director shall not cause a Director to be considered
a “Consultant” for purposes of the Plan.
(j) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as
an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the
Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in
the entity for which the Participant renders such service, provided that there is no interruption or termination of
the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service.
For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director
shall not constitute an interruption of Continuous Service. Notwithstanding the foregoing or anything in the Plan
to the contrary, unless (i) otherwise provided in a Stock Award Agreement or (ii) following the date of grant of a
Stock Award, determined otherwise by the Board with respect to any Participant who is then an officer of the
Company within the meaning of Section 16 of the Exchange Act or by the chief executive officer of the
Company with respect to any other Participant, in the event that a Participant terminates his or her service with
the Company or an Affiliate as an Employee, the Participant shall cease vesting in any of his or her Stock
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