LeapFrog 2006 Annual Report Download - page 169

(ii) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted
pursuant to the terms and conditions of Section 7(c).
(jj) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a
holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award
grant. Each Restricted Stock Unit Award Agreement shall be subject to the terms and conditions of the Plan.
(kk) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3,
as in effect from time to time.
(ll) “Securities Act” means the Securities Act of 1933, as amended.
(mm) “Stock Appreciation Right” means a right to receive the appreciation on Common Stock that is
granted pursuant to the terms and conditions of Section 7(d).
(nn) “Stock Appreciation Right Agreement” means a written agreement between the Company and a
holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant.
Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan.
(oo) “Stock Award” means any right granted under the Plan, including an Option, a stock bonus, a right to
acquire restricted stock, a Restricted Stock Unit Award, and a Stock Appreciation Right.
(pp) “Stock Award Agreement” means a written agreement between the Company and a holder of a Stock
Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement
shall be subject to the terms and conditions of the Plan.
(qq) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent
(50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or
indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect
interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty
percent (50%).
(rr) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or of any of its Affiliates.
3. A DMINISTRATION .
(a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates
administration to a Committee, as provided in Section 3(c).
(b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:
(i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock
Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock
Award shall be granted; the provisions of each Stock Award granted (which need not be identical),
including the time or times when a person shall be permitted to receive Class A Common Stock pursuant to
a Stock Award; and the number of shares of Class A Common Stock with respect to which a Stock Award
shall be granted to each such person.
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