LeapFrog 2008 Annual Report Download - page 160

Non-Solicitation, Non-Competition, Non-Interference, Release
Under his employment agreement, Mr. Katz must refrain from engaging in certain activities that are
competitive with our business for a period of two years after the termination of his employment. Should Mr. Katz
provide any service or assistance in any capacity to a competitive business during this two-year period, his
consulting arrangement with LeapFrog will immediately terminate. In addition, Mr. Katz is subject to a
non-solicitation provision for two years after termination of his employment, as well as a non-interference
provision and a confidentiality provision. Mr. Katz is required to execute a release prior to receiving any of the
foregoing benefits.
William K. Campbell, William B. Chiasson. Michael J. Dodd and Nancy G. MacIntyre
Messrs. Campbell, Chiasson and Dodd and Ms. MacIntyre are each eligible to receive severance and
termination payments under the Severance Plan.
Under the terms of the Severance Plan, Messrs. Campbell, Chiasson and Dodd and Ms. MacIntyre are
eligible to receive the benefits described in the Severance Plan if the executive officer is terminated without
“cause” or the executive officer resigns for “good reason.”
Under the Severance Plan, “cause” means:
• convicted of a felony or a crime involving moral turpitude or dishonesty,
• commit fraud against the company,
• commit a material breach of any material provision of a written agreement with the company
(including, without limitation, the Proprietary Information and Inventions Agreement) or of a written
policy of the company, provided that the employee was given reasonable notice and opportunity to
cure,
• show conduct demonstrating unfitness to serve, provided that the employee was given reasonable
notice and opportunity to cure, or
• breach duties to the company including persistent unsatisfactory performance of job duties.
Under the Severance Plan, “good reason” means:
• any material diminution in the employee’s authority, duties or responsibilities,
• a reduction in base salary of greater than 10% of base salary prior to the reduction, unless others in
equivalent roles are accordingly reduced,
• the employee’s business location moved more than 50 miles beyond current location, or
• a material breach by us of the agreement under which the employee is employed.
To resign for good reason, an employee must resign within 60 days after the occurrence, without the
employee’s consent, of one of the events listed in the foregoing definition, after having given us 30 days’ written
notice, during which time we had the opportunity to cure the event that the employee asserts is good reason. If
we cure the event, then the employee would not have good reason.
If a covered termination (which includes a resignation for good reason) is triggered and does not occur in
relation to a change in control of LeapFrog, the Severance Plan provides for the following severance benefits:
Base Severance
(Months of Base Salary) Health Insurance Payments Form of Payment
12 12 months of COBRA coverage Installments
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