LeapFrog 2011 Annual Report Download - page 173

APPENDIX A
LEAPFROG ENTERPRISES, INC.
AMENDED AND RESTATED 2011 EQUITY AND INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS:MARCH 17, 2011
APPROVED BY THE STOCKHOLDERS:JUNE 2, 2011
AMENDED AND RESTATED:MARCH 30, 2012
TERMINATION DATE:MARCH 16, 2021
1. GENERAL.
(a) Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and
continuation of the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan (the ‘‘Prior Plan’’). Following the
Effective Date, no additional stock awards shall be granted under the Prior Plan. Any shares remaining
available for issuance pursuant to the exercise of options or issuance or settlement of stock awards under the
Prior Plan as of the Effective Date (the ‘‘Prior Plan’s Available Reserve’’) shall become available for issuance
pursuant to Stock Awards granted hereunder. From and after the Effective Date, all outstanding stock awards
granted under the Prior Plan shall remain subject to the terms of the Prior Plan; provided, however, any shares
subject to outstanding stock awards granted under the Prior Plan that expire or terminate for any reason prior
to exercise or settlement or are forfeited because of the failure to meet a contingency or condition required to
vest such shares or are reacquired or withheld by the Company to satisfy a tax withholding obligation or as
consideration for the exercise of an Option (the ‘‘Returning Shares’’) shall become available for issuance
pursuant to Awards granted hereunder. All Awards granted on or after the Effective Date of this Plan shall be
subject to the terms of this Plan.
(b) Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and
Consultants.
(c) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock
Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards,
(v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and
(viii) Other Stock Awards.
(d) Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the
group of persons eligible to receive Awards as set forth in Section 1(b), to provide incentives for such persons
to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which
such eligible recipients may be given an opportunity to benefit from increases in value of the Class A
Common Stock through the granting of Awards.
2. ADMINISTRATION.
(a) Administration by Board. The Board shall administer the Plan unless and until the Board
delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).
(b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the
express provisions of the Plan:
(i) To determine from time to time (A) which of the persons eligible under the Plan shall be
granted Awards; (B) when and how each Award shall be granted; (C) what type or combination of types
of Award shall be granted; (D) the provisions of each Award granted (which need not be identical),
including the time or times when a person shall be permitted to receive cash or Class A Common Stock
pursuant to a Stock Award; (E) the number of shares of Class A Common Stock with respect to which a
Stock Award shall be granted to each such person; and (F) the Fair Market Value applicable to a
Stock Award.
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