LeapFrog 2010 Annual Report Download - page 186

term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or
SAR is not exercised within the time specified herein or in the Award Agreement (as applicable), the Option or
SAR shall terminate.
(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement
or other individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s
Continuous Service is terminated for Cause, the Option or SAR shall terminate immediately upon such
Participant’s termination of Continuous Service, and the Participant shall be prohibited from exercising his or her
Option or SAR from and after the time of such termination of Continuous Service.
(l) Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a
non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first
exercisable for any shares of Class A Common Stock until at least six months following the date of grant of the
Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic
Opportunity Act, (i) in the event of the Participant’s death or Disability, (ii) upon a Corporate Transaction in
which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon
the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement or in another
applicable agreement or in accordance with the Company’s then current employment policies and guidelines),
any such vested Options and SARs may be exercised earlier than six months following the date of grant. The
foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection
with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.
6. P ROVISIONS OF S TOCK A WARDS OTHER THAN O PTIONS AND SAR S .
(a) Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the
Company’s Bylaws, at the Board’s election, shares of Class A Common Stock may be (i) held in book entry form
subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or
(ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the
Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the
terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided, however,
that each Restricted Stock Award Agreement shall conform to (through incorporation of the provisions hereof by
reference in the agreement or otherwise) the substance of each of the following provisions:
(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check,
bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any
other form of legal consideration (including future services) that may be acceptable to the Board, in its sole
discretion, and permissible under applicable law.
(ii) Vesting. Shares of Class A Common Stock awarded under the Restricted Stock Award
Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined
by the Board.
(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service
terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of the shares
of Class A Common Stock held by the Participant that have not vested as of the date of termination of
Continuous Service under the terms of the Restricted Stock Award Agreement.
(iv) Transferability. Rights to acquire shares of Class A Common Stock under the Restricted Stock
Award Agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in
the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long as Class A
Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the
Restricted Stock Award Agreement.
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