LeapFrog 2010 Annual Report Download - page 175

company), whether public or private, and does not report directly to the chief executive officer of such top-most
parent company. However, as a condition of resigning for “good reason” on such basis, he must first have
remained in employment with the Company or its successor on a full time basis (or on a less than full time basis,
as the Company or its successor determines), with a base salary that is no less than it was immediately prior to
the change in control (unadjusted for employment on a less than full time basis), for a period of six months (or a
shorter period as the Company or its successor determines) in order to provide transition support to LeapFrog or
its successor.
Under the Severance Plan, to resign for “good reason,” an executive must resign within 60 days after the
occurrence, without the executive’s consent, of one of the events listed in the “good reason” definition, after
having given us 30 days’ written notice (during which time we would have the opportunity to cure the event that
the executive asserts is good reason). If we cure the event, then the executive would not be eligible for a good
reason resignation.
If a covered termination of employment (which includes a resignation for “good reason”) is triggered and
does not occur in relation to a change in control of the Company, 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
Semi-monthly
installments
If a covered termination of employment is triggered and occurs in relation to a change in control of the
Company, 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, 2010, Messrs. Campbell, Chai, Dodd and Etnyre would have
been entitled to receive the following severance payments and benefits:
Covered Termination—No Change in Control
Named Executive Officer
Payment of
Base Salary
($)
Health
Insurance
Payments
($)(1) Total
William K. Campbell ............................................. 300,000 — (2) 300,000
Michael Y. Chai ................................................. 361,188 19,747 380,935
Michael J. Dodd ................................................. 408,000 19,323 427,323
Mark A. Etnyre .................................................. 300,000 19,743 319,743
Covered Termination—Change in Control
Named Executive Officer
Payment of
Base Salary
($)
Payment of
Bonus
($)
Health Insurance
Payments
($)(1)
Value of Equity
Acceleration
($)(3) Total
William K. Campbell ................. 600,000 300,000 — (2) 607,149 1,507,149
Michael Y. Chai ..................... 722,376 361,188 38,493 612,311 1,734,368
Michael J. Dodd ..................... 816,000 408,000 38,646 973,707 2,236,353
Mark A. Etnyre ..................... 600,000 300,000 39,493 372,637 1,312,130
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