LeapFrog 2006 Annual Report Download - page 164

APPENDIX B
A MENDED AND R ESTATED 2002 E QUITY I NCENTIVE P LAN
Adopted: May 24, 2002
Approved By Stockholders: July 19, 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: June 16, 2006
Amended and Restated: February 28, 2007
Amendment and Restatement Approved by Stockholders: , 2007
Termination Date: May 23, 2012
1. P URPOSES .
(a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees,
Directors and Consultants of the Company and its Affiliates; provided, however, that notwithstanding the
foregoing, the Employees, Directors and Consultants of a Parent shall not be eligible to receive any Stock
Awards under the Plan.
(b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients
of Stock Awards may be given an opportunity to benefit from increases in value of the Class A Common Stock
through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) stock bonuses, (iv) rights to acquire restricted stock, (v) Restricted Stock Unit Awards, and (vi) Stock
Appreciation Rights.
(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the group of
persons eligible to receive Stock Awards, to secure and retain the services of new members of this group and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
(d) Establishment. This Plan is a complete amendment and restatement of the Company’s Stock Option
Plan that was previously adopted effective September 25, 1997. Any Stock Awards granted prior to the effective
date of this amended and restated Plan shall be governed by the terms of the Plan as in effect at the time such
Stock Awards were granted. The Company shall submit this amended and restated Plan for stockholder approval
and shall also seek stockholder approval to extend the term of the Plan to the day before the tenth
(10th) anniversary of the date the amended and restated Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier, unless sooner terminated by the Board.
2. D EFINITIONS .
(a) “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.
(b) “Board” means the Board of Directors of the Company.
(c) “Capitalization Adjustment” has the meaning ascribed to that term in Section 11(a).
(d) 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 date the Company’s Class A Common Stock is first offered
to the public under a registration statement declared effective under the Securities Act:
(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;
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