LeapFrog 2011 Annual Report Download - page 174

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and
revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct
any defect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written
terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient
to make the Plan or Award fully effective.
(iii) To settle all controversies regarding the Plan and Awards granted under it.
(iv) To accelerate the time at which an Award may first be exercised or the time during which an
Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the
Award stating the time at which it may first be exercised or the time during which it will vest.
(v) To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not
impair rights and obligations under any Award granted while the Plan is in effect except with the written
consent of the affected Participant.
(vi) To amend the Plan in any respect the Board deems necessary or advisable. However, except as
provided in Section 9(a) relating to Capitalization Adjustments, to the extent required by applicable law
or listing requirements, stockholder approval shall be required for any amendment of the Plan that either
(A) materially increases the number of shares of Class A Common Stock available for issuance under
the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan,
(C) materially increases the benefits accruing to Participants under the Plan or materially reduces the
price at which shares of Class A Common Stock may be issued or purchased under the Plan,
(D) materially extends the term of the Plan, or (E) expands the types of Awards available for issuance
under the Plan. Except as provided above, rights under any Award granted before amendment of the Plan
shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of the
affected Participant, and (2) such Participant consents in writing.
(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to,
amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding
the exclusion of performance-based compensation from the limit on corporate deductibility of
compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options
or (C) Rule 16b-3.
(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of
any one or more Awards, including, but not limited to, amendments to provide terms more favorable to
the Participant than previously provided in the Award Agreement, subject to any specified limits in the
Plan that are not subject to Board discretion; provided however, that except with respect to amendments
that disqualify or impair the status of an Incentive Stock Option, a Participant’s rights under any Award
shall not be impaired by any such amendment unless (A) the Company requests the consent of the
affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, subject
to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards
without the affected Participant’s consent if necessary to maintain the qualified status of the Award as an
Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code.
(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or
expedient to promote the best interests of the Company and that are not in conflict with the provisions of
the Plan or Awards.
(x) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation
in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the
United States.
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