LeapFrog 2011 Annual Report Download - page 141

(4) In July 2011, each of our non-employee directors was automatically granted an annual restricted stock
unit award and nonstatutory stock option award pursuant to the NEDSAP. The stock option awards were
granted at an exercise price of $4.30 per share. The awards vest on May 31, 2012, the last day of the
month prior to the month of our 2012 annual meeting of stockholders, which is June 5, 2012. The grant
date fair value of each of these restricted stock unit and stock option awards, as calculated under FASB
ASC Topic 718 for financial statement reporting purposes, was as follows:
Name
Restricted
Stock Unit Awards
(Number of Shares)
Grant Date
Fair Value
($)
Stock Option Awards
(Number of Shares)
Grant Date
Fair Value
($)
Thomas J. Kalinske ........ 8,721 37,500 17,455 37,499
Paul T. Marinelli .......... 8,721 37,500 17,455 37,499
Stanley E. Maron ......... 8,721 37,500 17,455 37,499
E. Stanton McKee, Jr. ...... 8,721 37,500 17,455 37,499
David C. Nagel ........... 8,721 37,500 17,455 37,499
Philip B. Simon .......... 8,721 37,500 17,455 37,499
Caden C. Wang ........... 8,721 37,500 17,455 37,499
(5) Mr. Katz served as Executive Chairman of our board of directors until his resignation on March 2, 2011.
Under the terms of his employment resignation and transition agreement, Mr. Katz was not entitled to
compensation for his service on our board of directors.
(6) Reflects cash compensation paid to Mr. Rissman for a partial year of service on our board of directors.
Mr. Rissman was appointed to our board of directors on August 11, 2011.
(7) Reflects the initial awards granted to Mr. Rissman. All directors are entitled to certain initial awards upon
joining the board of directors, as described more fully below under the heading ‘‘Discussion of Director
Compensation.’’
Discussion of Director Compensation
On June 29, 2011, our board of directors approved a change in director compensation. From January 1,
2011 until June 28, 2011, each of our non-employee directors received a cash meeting fee of $1,500 for each
board of directors and board committee meeting attended, even if the meetings occurred on the same day. In
addition to this meeting fee, each non-employee director received the following annual retainer fees:
• Each non-employee director received an annual retainer of $30,000;
• Each non-employee director who served as a member of the audit committee received an annual
retainer of $10,000, and the Chair of the audit committee received an annual retainer of $20,000
(in lieu of the annual retainer of $10,000);
• Each non-employee director who served as the Chair of the compensation committee and nominating
and corporate governance committee received an annual retainer of $5,000; and
• Each non-employee director who served as a member of the performance compensation award
subcommittee of our compensation committee received an annual retainer of $5,000.
Beginning on June 29, 2011, the cash meeting fee of $1,500 was eliminated for all board of directors and
board committee meetings. In connection with the elimination of the meeting fees, the annual retainer fees
were increased as follows:
• Each non-employee director received an annual retainer of $40,000; except the Chairman of the
board of directors who received an annual retainer of $60,000;
• Each non-employee director who served as a member of the audit committee received an annual
retainer of $20,000, except the Chair of the audit committee who received an annual retainer of
$30,000;
• Each non-employee director who served as a member of the compensation committee received an
annual retainer of $10,000, except the Chair of the compensation committee who received an annual
retainer of $15,000; and
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