LeapFrog 2011 Annual Report Download - page 184

(g) Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the
Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an
Award by any of the following means or by a combination of such means: (i) causing the Participant to tender
a cash payment; (ii) withholding shares of Class A Common Stock from the shares of Class A Common Stock
issued or otherwise issuable to the Participant in connection with the Award; provided, however, that no shares
of Class A Common Stock are withheld with a value exceeding the minimum amount of tax required to be
withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a
liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv)
withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as
may be set forth in the Award Agreement.
(h) Electronic Delivery. Any reference herein to a ‘‘written’’ agreement or document shall include
any agreement or document delivered electronically or posted on the Company’s intranet (or other shared
electronic medium controlled by the Company to which the Participant has access).
(i) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may
determine that the delivery of Class A Common Stock or the payment of cash, upon the exercise, vesting or
settlement of all or a portion of any Award may be deferred and may establish programs and procedures for
deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with
Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions
while a Participant is still an employee or otherwise providing services to the Company. The Board is
authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may
receive payments, including lump sum payments, following the Participant’s termination of Continuous
Service, and implement such other terms and conditions consistent with the provisions of the Plan and in
accordance with applicable law.
(j) Compliance with Section 409A. To the extent that the Board determines that any Award granted
hereunder is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall
incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of
the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with
Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award
Agreement specifically provides otherwise), if the shares of Class A Common Stock are publicly traded and a
Participant holding an Award that constitutes ‘‘deferred compensation’’ under Section 409A of the Code is a
‘‘specified employee’’ for purposes of Section 409A of the Code, no distribution or payment of any amount
shall be made upon a ‘‘separation from service’’ before a date that is six (6) months following the date of
such Participant’s ‘‘separation from service’’ (as defined in Section 409A of the Code without regard to
alternative definitions thereunder) or, if earlier, the date of the Participant’s death.
9. ADJUSTMENTS UPON CHANGES IN STOCK;OTHER CORPORATE EVENTS.
(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall
appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the
Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued
pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum
number of securities that may be awarded to any person pursuant to Sections 3(d) and 6(c)(i), and (iv) the
class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The
Board shall make such adjustments, and its determination shall be final, binding and conclusive.
(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the
event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards
consisting of vested and outstanding shares of Class A Common Stock not subject to a forfeiture condition or
the Company’s right of repurchase) shall terminate immediately prior to the completion of such dissolution or
liquidation, and the shares of Class A Common Stock subject to the Company’s repurchase rights or subject to
a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the
holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its
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