LeapFrog 2011 Annual Report Download - page 180

the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic
Opportunity Act, (i) in the event of the Participant’s death or Disability, (ii) upon a Corporate Transaction in
which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or
(iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement or
in another applicable agreement or in accordance with the Company’s then current employment policies and
guidelines), any such vested Options and SARs may be exercised earlier than six months following the date
of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt
employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her
regular rate of pay.
6. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.
(a) Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and
shall contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the
Company’s Bylaws, at the Board’s election, shares of Class A Common Stock may be (i) held in book entry
form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award
lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined
by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Award Agreements need not be identical;
provided, however, that each Restricted Stock Award Agreement shall conform to (through incorporation
of the provisions hereof by reference in the agreement or otherwise) the substance of each of the
following provisions:
(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash,
check, bank draft or money order payable to the Company, (B) past services to the Company or an
Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable
to the Board, in its sole discretion, and permissible under applicable law.
(ii) Vesting. Shares of Class A Common Stock awarded under the Restricted Stock Award
Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be
determined by the Board.
(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service
terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of
the shares of Class A Common Stock held by the Participant that have not vested as of the date of
termination of Continuous Service under the terms of the Restricted Stock Award Agreement.
(iv) Transferability. Rights to acquire shares of Class A Common Stock under the Restricted
Stock Award Agreement shall be transferable by the Participant only upon such terms and conditions as
are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion,
so long as Class A Common Stock awarded under the Restricted Stock Award Agreement remains subject
to the terms of the Restricted Stock Award Agreement.
(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on
Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares
subject to the Restricted Stock Award to which they relate.
(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such
form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and
conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and
conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided, however, that
each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof
by reference in the Agreement or otherwise) the substance of each of the following provisions:
(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will
determine the consideration, if any, to be paid by the Participant upon delivery of each share of Class A
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