LeapFrog 2012 Annual Report Download - page 147

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Base Severance
(Months of Base Salary) Health Insurance Payments Form of Payment
12 12 months of COBRA coverage Semi-monthly Installments
If a covered termination of employment is triggered and occurs in connection to a change in control of
the Company, the Severance Plan provides for the following payments and benefits:
Base Severance
(Months of Base Salary) Bonus Severance
Health Insurance
Payments Equity Acceleration Form of Payment
24 200% of Target
Bonus
24 months of
COBRA coverage
100% Lump Sum
Mr. Etnyre
Mr. Etnyre was eligible to receive severance payments and benefits under the Severance Plan until the
termination of his employment with us in October 2012. In exchange for the payments and benefits received
by Mr. Etnyre in connection with his termination of employment in October 2012, as described in
Compensation Discussion and Analysis — Elements of Executive Compensation — Severance Benefits, above,
Mr. Etnyre executed a release, releasing all claims against the Company. As a result, Mr. Etnyre is no longer
eligible to receive payments or benefits upon a termination or change in control of the Company, nor was he
eligible for any such payments or benefits as of December 31, 2012.
Mr. Spalding
Mr. Spalding is eligible to receive certain payments and benefits if his employment is terminated under
certain circumstances pursuant to his employment agreement with LeapFrog UK. Mr. Spalding is eligible to
receive six months’ notice in the event of a termination of employment, except under certain circumstances.
LeapFrog UK is entitled to make a payment equal to six months’ salary in lieu of notice in monthly
installments in the event of a termination of employment.
LeapFrog UK may terminate Mr. Spalding’s employment without notice and without making any
payments if he:
• is guilty of serious dishonesty or of gross misconduct or incompetence or willful neglect of duty or
commits any breach of his agreement other than a breach which is capable of remedy and is
remedied immediately by him;
• is convicted of certain criminal offenses;
• in the event of certain bankruptcy and related proceedings;
• is disqualified or prohibited from being a director to any company by reason of any order made by a
competent court;
• is unable through sickness or injury, for 12 consecutive weeks or an aggregate of 15 weeks in any
52 consecutive weeks, to perform his duties of employment;
• performs his duties to an unsatisfactory standard after receiving written warning from LeapFrog UK;
• breaches the confidentiality obligations of his employment agreement; or
• is guilty of conduct which brings LeapFrog UK or affiliated companies into disrepute.
Quantification of Payments upon Termination or Change in Control
The amounts disclosed in the tables below assume that the event that triggered the payment occurred on
December 31, 2012 and assume the appropriate standard in the named executive officer’s plan, employment
agreement or offer letter was satisfied, as described above.
55