LeapFrog 2010 Annual Report Download - page 191

9. A DJUSTMENTS UPON C HANGES IN S TOCK ;O THER C ORPORATE E VENTS .
(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall
appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan
pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the
exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum number of
securities that may be awarded to any person pursuant to Sections 3(d) and 6(c)(i) , and (iv) the class(es) and
number of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make
such adjustments, and its determination shall be final, binding and conclusive.
(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the
event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards
consisting of vested and outstanding shares of Class A Common Stock not subject to a forfeiture condition or the
Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution or
liquidation, and the shares of Class A Common Stock subject to the Company’s repurchase rights or subject to a
forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of
such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion,
cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or
forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or
liquidation is completed but contingent on its completion.
(c) Corporate Transaction. The following provisions shall apply to Stock Awards in the event of a
Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other
written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly
provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction, then,
notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with
respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:
(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for
the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the
stockholders of the Company pursuant to the Corporate Transaction);
(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect
of Class A Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring
corporation (or the surviving or acquiring corporation’s parent company);
(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which
the Stock Award may be exercised) to a date prior to the effective time of such Corporate Transaction as the
Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the
effective date of the Corporate Transaction), with such Stock Award terminating if not exercised (if applicable)
at or prior to the effective time of the Corporate Transaction;
(iv) arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to
the Stock Award;
(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised
prior to the effective time of the Corporate Transaction, in exchange for such cash consideration, if any, as the
Board, in its sole discretion, may consider appropriate; or
(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of
(A) the value of the property the Participant would have received upon the exercise of the Stock Award, over
(B) any exercise price payable by such holder in connection with such exercise.
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