LeapFrog 2010 Annual Report Download - page 181

(c) Delegation to Committee.
(i) General. The Board may delegate some or all of the administration of the Plan to a Committee or
Committees. If administration of the Plan is delegated to a Committee, the Committee shall have, in connection
with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to
the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the
Plan, as may be adopted from time to time by the Board. The Committee may, at any time, abolish the
subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain
the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board
some or all of the powers previously delegated.
(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more
Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee
Directors, in accordance with Rule 16b-3.
(d) Delegation to an Officer. The Board may delegate to one (1) or more Officers the authority to do one
or both of the following (i) designate Employees who are providing Continuous Service to the Company or any
of its Subsidiaries who are not Officers to be recipients of Options and Stock Appreciation Rights (and, to the
extent permitted by applicable law, other Stock Awards) and the terms thereof, and (ii) determine the number of
shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that
the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that
may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award
to himself or herself. Notwithstanding the foregoing, the Board may not delegate authority to an Officer to
determine the Fair Market Value pursuant to Section 13(w)(iii) below.
(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board
in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all
persons.
(f) Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the
authority to: (i) reduce the exercise price of any outstanding Options or Stock Appreciation Rights under the
Plan, or (ii) cancel any outstanding Options or Stock Appreciation Rights that have an exercise price or strike
price greater than the current Fair Market Value of the Class A Common Stock in exchange for cash or other
Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within
twelve (12) months prior to such an event. Notwithstanding the foregoing, the Board or Committee shall have the
authority, without the approval of the Company’s stockholders, to cancel outstanding Options or Stock
Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value of the
Class A Common Stock in exchange only for a nominal cash payment of consideration as necessary to effect a
cancellation of the Award, provided that such cancellation is not treated as a repricing under United States
generally accepted accounting principles.
3. S HARES S UBJECT TO THE P LAN .
(a) Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number
of shares of Class A Common Stock that may be issued pursuant to Stock Awards from and after the Effective
Date shall not exceed [ ]
([ ]) shares (the “Share Reserve”), which number is the sum of (i) the number of shares subject to the
Prior Plan’s Available Reserve, (ii) an additional 6,000,000 new shares, plus (iii) an additional number of shares
in an amount not to exceed [ ] shares (which number consists of the Returning Shares, if any, as such
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