LeapFrog 2008 Annual Report Download - page 161

If a covered termination is triggered and occurs in relation to a change in control of LeapFrog, the Severance
Plan provides for the following severance benefits:
Base Severance
(Months of Base Salary) Bonus Severance
Health Insurance
Payments
Equity
Acceleration Form of Payment
24 200% of Target
Bonus
24 months of
COBRA coverage
100% Lump Sum
Assuming a termination date of December 31, 2008, Messrs. Campbell, Chiasson and Dodd and
Ms. MacIntyre would have been entitled to receive the following severance benefits:
Covered termination—No change in control
Name of Named Executive Officer
Payment of
Base Salary
($)
Health
Insurance
Payments
($)
William K. Campbell ...................................................... 244,050 9,465
William B. Chiasson ....................................................... 312,800 15,867
Michael J. Dodd .......................................................... 292,200 15,867
Nancy G. MacIntyre ....................................................... 300,000 15,867
Covered termination—Change in control
Name of Named Executive Officer
Payment of
Base Salary
($)
Payment of
Bonus
($)
Health Insurance
Payments
($)(1)
Value of Equity
Acceleration
($)(2)
William K. Campbell ........................... 488,010 244,050 18,930 —
William B. Chiasson ............................ 625,600 312,800 31,734 —
Michael J. Dodd ............................... 584,400 292,200 31,734 —
Nancy G. MacIntyre ............................ 600,000 300,000 31,734 —
(1) Does not reflect potential increase of insurance premiums in 2010.
(2) Because the exercise price of the options exceeded $3.50, the closing price of our Class A common stock as
reported by the NYSE for December 31, 2008, there would be no value related to the equity acceleration,
assuming exercise on December 31, 2008.
Participants are required to execute a release prior to receiving any of the foregoing benefits and benefits
under the Severance Plan will terminate if, at any time, the officer violates any proprietary information or
confidentiality obligation to LeapFrog.
Robert L. Moon and Martin A. Pidel
Messrs. Moon and Pidel each departed from LeapFrog effective December 1, 2008 in connection with a
company-wide reduction in force. Both were eligible for benefits under the Severance Plan. As a result, they each
received the standard benefits under the Severance Plan for a covered termination without a change in control:
(i) salary continuation equal to 12 months of his base salary paid in semi-monthly installments; and
(ii) 12 months of COBRA benefits. In addition, given the significant remaining term for Mr. Pidel’s mortgage
assistance if he remained with LeapFrog, we paid Mr. Pidel a lump sum of $45,000 representing a continuation
of the mortgage interest subsidy provided for in his offer letter from us. This payment was approved by our
compensation committee on November 14, 2008. These payments were conditioned upon these individuals
executing a standard release agreement as required by the Severance Plan.
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