LeapFrog 2012 Annual Report Download - page 119

Name
Restricted
Stock Unit
Awards
(Number of
Shares)
Grant Date
Fair Value
($)
Stock Option
Awards
(Number of
Shares)
Grant Date
Fair Value
($)
William B. Chiasson .......... 4,806 49,982 8,368 50,016
Thomas J. Kalinske .......... 3,605 37,492 6,275 37,506
Paul T. Marinelli ............ 3,605 37,492 6,275 37,506
Stanley E. Maron ............ 3,605 37,492 6,275 37,506
E. Stanton McKee, Jr. ......... 3,605 37,492 6,275 37,506
Randy O. Rissman ........... 3,305 34,372 5,751 34,374
Caden C. Wang ............. 3,605 37,492 6,275 37,506
(5) Reflects cash compensation paid to Dr. Mitchell for a partial year of service on our board of directors.
Dr. Mitchell was appointed to our board of directors on June 28, 2012.
(6) Reflects the initial equity awards granted to Dr. Mitchell. All directors are entitled to certain initial
awards upon joining the board of directors, as described more fully below under the heading ‘‘Discussion
of Director Compensation.’’
(7) Reflects cash compensation paid for a partial year of service on our board of directors. Messrs. Nagel and
Simon served on our board of directors until June 5, 2012. As a result of their departure from our board
of directors, neither Dr. Nagel nor Mr. Simon received an equity award during 2012.
Discussion of Director Compensation
For 2012, we paid the following annual retainer fees to the members of our board of directors:
• Each non-employee director received an annual retainer of $40,000; except the Chairman of the
board of directors who received an annual retainer of $60,000;
• Each non-employee director who served as a member of the audit committee received an annual
retainer of $20,000, except the Chair of the audit committee who received an annual retainer
of $30,000;
• Each non-employee director who served as a member of the compensation committee received an
annual retainer of $10,000, except the Chair of the compensation committee who received an annual
retainer of $15,000; and
• Each non-employee director who served as a member of the nominating and corporate governance
committee received an annual retainer of $5,000, except the Chair of the nominating and corporate
governance committee who received an annual retainer of $10,000.
Retainers are paid in quarterly installments in arrears. In cases where a non-employee director served for
a part of the year in a capacity entitling him to a retainer, the retainer was pro-rated to reflect his period of
service in that capacity. In the fiscal year ended December 31, 2012, the total cash compensation paid to
non-employee directors was $496,319. The members of our board of directors are also eligible for
reimbursement of their expenses incurred in attending board meetings.
Director equity awards were previously granted under LeapFrog’s 2002 Non-Employee Director Stock
Award Plan, or NEDSAP. In October 2011, our board of directors adopted resolutions stating that (i) upon
depletion of the NEDSAP share reserve, the NEDSAP would be suspended and no new equity awards would
be granted thereunder and (ii) upon suspension of the NEDSAP, all future equity awards to members of our
board of directors would be made under the LeapFrog 2011 Equity and Incentive Plan, or 2011 Plan.
The NEDSAP provided for an initial stock award upon being elected to our board of directors and annual
stock awards on the first day of the month following the annual meeting of stockholders each year in amounts
to be determined by board resolution. In June 2011, our board of directors passed a resolution providing that
the initial awards for non-employee directors would have an accounting value of $200,000 and that the annual
awards for non-employee directors would have an accounting value of $75,000, except that the accounting
value of the annual award to the Chairman of the Board is $100,000. For both the initial and the annual
award, 50% of the value of such award is granted in the form of a stock option and 50% of such award is
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