LeapFrog 2011 Annual Report Download - page 169

vested because of a change in control would have been $60,700. For a description of the other terms of the
Chiasson Agreement, see the section ‘‘Employment Arrangements,’’ above.
Messrs. Campbell, Dodd, Etnyre and Chai
Messrs. Campbell, Dodd and Etnyre are each currently eligible to receive severance payments and
benefits under the Severance Plan. Mr. Chai was eligible to receive severance payments and benefits under the
Severance Plan while he was employed by us until March 31, 2011.
Under the terms of the Severance Plan, Messrs. Campbell, Dodd and Etnyre are eligible to receive the
payments and benefits described in the Severance Plan if their employment is terminated without cause or
they resign for good reason.
Under the Severance Plan, ‘‘cause’’ exists if the executive:
• is convicted of a felony or a crime involving moral turpitude or dishonesty;
• commits fraud against the Company;
• commits a material breach of any material provision of a written agreement with the Company
(including, without limitation, the Company’s Proprietary Information and Inventions Agreement) or
of a written policy of the Company, provided that the executive was given reasonable notice and
opportunity to cure;
• shows conduct demonstrating unfitness to serve, provided that the executive was given reasonable
notice and opportunity to cure; or
• breaches duties to the Company including persistent unsatisfactory performance of job duties.
Under the Severance Plan, ‘‘good reason’’ exists if:
• there is any material diminution in the executive’s authority, duties or responsibilities;
• there is a reduction in base salary of greater than 10% of base salary prior to the reduction, unless
others in equivalent roles are accordingly reduced;
• the executive’s business location moved more than 50 miles beyond current location; or
• the Company materially breaches the agreement under which the executive is employed.
For Mr. Dodd, the definition of ‘‘good reason’’ also includes a change in control of the Company in
which such executive does not hold the senior-most position in his functional area in the surviving top-most
parent company (excluding any company that is an investment fund or other non-operating company),
whether public or private, and does not report directly to the chief executive officer of such top-most
parent company. However, as a condition of resigning for ‘‘good reason’’ on such basis, he must first have
remained in employment with the Company or its successor on a full time basis (or on a less than full time
basis, as the Company or its successor determines), with a base salary that is no less than it was immediately
prior to the change in control (unadjusted for employment on a less than full time basis), for a period of
six months (or a shorter period as the Company or its successor determines) to provide transition support to
LeapFrog or its successor.
Under the Severance Plan, to resign for ‘‘good reason,’’ an executive must resign within 60 days after the
occurrence, without the executive’s consent, of one of the events listed in the ‘‘good reason’’ definition, after
having given us 30 days’ written notice (during which time we would have the opportunity to cure the event
that the executive asserts is good reason). If we cure the event, then the executive would not be eligible for a
good reason resignation.
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