LeapFrog 2005 Annual Report Download - page 185

Awards as of such date of termination, regardless of whether the Participant continues his or her service in the
capacity of a Director or Consultant without interruption or termination. The Board or the chief executive officer
of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any
other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service
for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of
absence policy or in the written terms of the Participant’s leave of absence.
(k) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events:
(i) a sale or other disposition of all or substantially all, as determined by the Board in its discretion, of
the consolidated assets of the Company and its Subsidiaries;
(ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the
Company;
(iii) a merger, consolidation or similar transaction following which the Company is not the surviving
corporation; or
(iv) a merger, consolidation or similar transaction following which the Company is the surviving
corporation but the shares of Class A Common Stock outstanding immediately preceding the merger,
consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash or otherwise.
(l) “Covered Employee” means the chief executive officer and the four (4) other highest compensated
officers of the Company for whom total compensation is required to be reported to stockholders under the
Exchange Act, as determined for purposes of Section 162(m) of the Code.
(m) “Director” means a member of the Board of Directors of the Company.
(n) “Disability”means the permanent and total disability of a person within the meaning of Section 22(e)(3)
of the Code.
(o) “Employee” means any person employed by the Company or an Affiliate. Service as a Director or
payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by
the Company or an Affiliate.
(p) “Entity” means a corporation, partnership or other entity.
(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(r) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (A) the
Company or any Subsidiary of the Company, (B) any employee benefit plan of the Company or any Subsidiary
of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the
Company or any Subsidiary of the Company, (C) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (D) an Entity Owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their Ownership of stock of the Company.
(s) “Fair Market Value” means, as of any date, the value of the Class A Common Stock determined as
follows:
(i) If the Class A Common Stock is listed on any established stock exchange or traded on the Nasdaq
National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Class A Common
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