LeapFrog 2010 Annual Report Download - page 185

SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised
(which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem
appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f)
are subject to any Option or SAR provisions governing the minimum number of shares of Class A Common
Stock as to which an Option or SAR may be exercised.
(g) Termination of Continuous Service. Except as otherwise provided in the applicable Award
Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service
terminates (other than for Cause or upon the Participant’s death or Disability), the Participant may exercise his or
her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of
termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date three
(3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period
specified in the applicable Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth
in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her
Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR
shall terminate.
(h) Extension of Termination Date. If the exercise of an Option or SAR following the termination of the
Participant’s Continuous Service (other than for Cause or upon the Participant’s death or Disability) would be
prohibited at any time solely because the issuance of shares of Class A Common Stock would violate the
registration requirements under the Securities Act, then the Option or SAR shall terminate on the earlier of (i) the
expiration of a total period of three (3) months (that need not be consecutive) after the termination of the
Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of
such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the
applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the
immediate sale of any Class A Common Stock received upon exercise of an Option or SAR following the
termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider
trading policy, then the Option or SAR shall terminate on the earlier of (i) the expiration of a period equal to the
applicable post-termination exercise period after the termination of the Participant’s Continuous Service during
which the sale of the Class A Common Stock received upon exercise of the Option or SAR would not be in
violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set
forth in the applicable Award Agreement.
(i) Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result
of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the
Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but
only within such period of time ending on the earlier of (i) the date twelve (12) months following such
termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), or
(ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of
Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein
or in the Award Agreement (as applicable), the Option or SAR (as applicable) shall terminate.
(j) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a
result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award
Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than
death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such
Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise
the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the
Participant’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months following
the date of death (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the
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