LeapFrog 2010 Annual Report Download - page 193

(f) “Cause” shall have the meaning ascribed to such term in any written agreement between the Participant
and the Company defining such term and, in the absence of such agreement, such term shall mean, with respect
to a Participant, the occurrence of any of the following events that has a material negative impact on the business
or reputation of the Company: (i) such Participant’s attempted commission of, or participation in, a fraud or act
of dishonesty against the Company; (ii) such Participant’s intentional, material violation of any contract or
agreement between the Participant and the Company or of any statutory duty owed to the Company; (iii) such
Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or
(iv) such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous
Service is either for Cause or without Cause shall be made by the Company, in its sole discretion. Any
determination by the Company that the Continuous Service of a Participant was terminated with or without
Cause for the purposes of outstanding Awards held by such Participant shall have no effect upon any
determination of the rights or obligations of the Company or such Participant for any other purpose.
(g) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following:
(i) any Exchange Act Person (other than Larry Ellison, Michael Milken, Lowell Milken, or any
combination of the foregoing) becomes the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding
securities other than by virtue of a merger, consolidation or similar transaction.
(ii) there is consummated a merger, consolidation or similar transaction involving (directly or
indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar
transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either
(A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting
power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent
(50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such transaction;
(iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution or
liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur,
except for a liquidation into a parent corporation;
(iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all
of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity,
more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by
stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or other disposition; or
Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not
include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile
of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition
with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control
or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.
(h) “Class A Common Stock” means the Class A common stock of the Company.
(i) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and
guidance thereunder.
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