LeapFrog 2005 Annual Report Download - page 194

(b) Restricted Stock Awards. Each restricted stock purchase agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of the restricted
stock purchase agreements may change from time to time, and the terms and conditions of separate restricted
stock purchase agreements need not be identical, but each restricted stock purchase agreement shall include
(through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of
the following provisions:
(i) Purchase Price. The purchase price of restricted stock awards shall not be less than fifty percent
(50%) of the Class A Common Stock’s Fair Market Value on the date such award is made or at the time the
purchase is consummated.
(ii) Consideration. The purchase price of Class A Common Stock acquired pursuant to the restricted
stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the
Board, according to a deferred payment or other similar arrangement with the Participant; or (iii) in any
other form of legal consideration that may be acceptable to the Board in its discretion; provided, however,
that at any time that the Company is incorporated in Delaware, then payment of the Class A Common
Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred
payment.
(iii) Vesting. Shares of Class A Common Stock acquired under the restricted stock purchase
agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board.
(iv) Termination of Participant’s Continuous Service. In the event that a Participant’s Continuous
Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Class A
Common Stock held by the Participant that have not vested as of the date of termination under the terms of
the restricted stock purchase agreement.
(v) Transferability. Rights to acquire shares of Class A Common Stock under the restricted stock
purchase agreement shall be transferable by the Participant only upon such terms and conditions as are set
forth in the restricted stock purchase agreement, as the Board shall determine in its discretion, so long as
Class A Common Stock awarded under the restricted stock purchase agreement remains subject to the terms
of the restricted stock purchase agreement.
(c) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of
Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each Restricted
Stock Unit Award Agreement shall include (through incorporation of the provisions hereof by reference in the
Agreement or otherwise) the substance of each of the following provisions:
(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine
the consideration, if any, to be paid by the Participant upon delivery of each share of Class A Common
Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for
each share of Class A Common Stock subject to a Restricted Stock Unit Award may be paid in any form of
legal consideration that may be acceptable to the Board in its sole discretion and permissible under
applicable law.
(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such
restrictions or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems
appropriate.
(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Class A
Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as
determined by the Board and contained in the Restricted Stock Unit Award Agreement.
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