LeapFrog 2007 Annual Report Download - page 147

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(6) At December 31, 2007, our non-employee directors each held an aggregate number of shares subject to
stock awards and stock options as follows:
Stock Awards (in shares)
Stock Options
(in shares)
Name Vested Unvested
Total
Outstanding
Total
Outstanding
Steven B. Fink .................................. 8,333 21,667 30,000 165,600
Thomas J. Kalinske(a) ............................ — 494,723
Stanley E. Maron ................................ 5,555 14,445 20,000 103,500
E. Stanton McKee, Jr. ............................ 6,944 18,056 25,000 80,000
David C. Nagel ................................. 5,555 14,445 20,000 57,500
Ralph R. Smith ................................. 5,555 14,445 20,000 63,750
Caden Wang ................................... 5,555 14,445 20,000 63,750
(a) Mr. Kalinske received a pro-rated annual nonstatutory stock option award as he became a
non-employee director on January 1, 2007 and he did not receive a restricted stock unit award grant in
March 2007 as he was not an independent director.
(7) On December 31, 2006, we entered into an Amendment to Employment Agreement with Thomas J.
Kalinske, our Vice Chairman, pursuant to which his employment with us terminated effective December 31,
2006. In connection with his termination, we agreed to provide (a) payments of $46,875 per month from
January 1 through June 30, 2007 and $50,500 per month from July 1, 2007 through April 28, 2008 on our
customary payroll dates, which has an aggregate value of $786,250 and (b) reimbursement of health
insurance benefits for him and his dependents until the earlier of April 28, 2008 and the date on which
Mr. Kalinske becomes eligible for group health insurance benefits from a subsequent employer, which has a
value of up to $14,183. From January 2007 through December 2007, we leased an office for Mr. Kalinske’s
use and paid a total of $36,962 in rental and operating fees during the 2007 fiscal year for the office space.
Each of our non-employee directors received a cash meeting fee of $1,500 for each board of directors and
committee meeting attended, even if the meetings occurred on the same day. In addition to this meeting fee, each
non-employee director received the following annual retainer fees:
Each non-employee director received an annual retainer of $30,000, provided that a non-employee
director who held the position of Chairman of our board received an annual retainer of $60,000 in lieu
of an annual retainer of $30,000.
Each non-employee director who served as a member of our audit committee received an annual
retainer of $10,000, provided that the Chairman of our audit committee received an annual retainer of
$20,000 in lieu of an annual retainer of $10,000.
Each non-employee director who served as the Chairman of our compensation committee, nominating
and corporate governance committee, and any other committee created by our board of directors
received an additional annual retainer of $5,000.
In the fiscal year ended December 31, 2007, the total cash compensation paid to non-employee directors
was $427,917. The members of our board of directors are also eligible for reimbursement of their expenses
incurred in attending board meetings.
Our 2002 Non-Employee Directors’ Stock Award Plan, or Director Plan, provides for automatic stock
award grants to our non-employee directors upon being elected to our board and annual stock awards on July 1 of
each year (or the next business day if that date is a legal holiday or falls on a weekend day). The board or a
committee of the board has the discretion to provide that initial and annual grants under the Director Plan will be
made in the form of stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights
or performance stock awards. If equity grants are made in the form of stock options, the Director Plan provides
29