LeapFrog 2013 Annual Report Download - page 125
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Please find page 125 of the 2013 LeapFrog annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.Our Corporate Governance Guidelines are posted on the investor relations section of our website at
www.leapfroginvestor.com under the heading ‘‘Corporate Governance.’’ In addition, stockholders may obtain a
print copy of our Corporate Governance Guidelines as well as the charters of our audit committee,
compensation committee and nominating and corporate governance committee by writing to our Corporate
Secretary at 6401 Hollis Street, Suite 100, Emeryville, California 94608.
Prohibition Against Insider Trading and Hedging
We maintain a policy (the ‘‘Insider Trading Policy’’) against trading on the basis of inside information
which applies to all employees, including our executive officers, and directors. In addition to prohibiting
trading the Company’s securities on the basis of inside information, in 2013, we amended the Insider Trading
Policy so as to also prohibit any employees, executive officers or directors from, directly or indirectly, short
selling or hedging any of the Company’s equity securities, which includes the purchase of any financial
instrument designed to offset or reduce exposure to the risk of price fluctuations in a corresponding equity
security. In addition, the amendment requires all employees, including executive officers, and directors, to
obtain clearance from the Company before entering into a pledging transaction involving any of the
Company’s equity securities. Executive officers must receive clearance from the general counsel, except our
CEO, who must receive clearance from the compensation committee. Non-employee directors must receive
clearance from our nominating and corporate governance committee.
Code of Ethics
We have adopted the LeapFrog Code of Business Conduct and Ethics that applies to all officers, directors
and employees. Our Code of Business Conduct and Ethics is available on the investor relations section of our
website at www.leapfroginvestor.com under the heading ‘‘Corporate Governance.’’ Stockholders may also
obtain a print copy of our Code of Business Conduct and Ethics by writing to our Corporate Secretary at
6401 Hollis Street, Suite 100, Emeryville, California 94608. If we make any substantive amendments to our
Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct
and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or
waiver on the investor relations section of our website at www.leapfroginvestor.com under the heading
‘‘Corporate Governance.’’
TRANSACTIONS WITH RELATED PERSONS
Our board of directors has approved a written policy regarding transactions with related persons that sets
forth our policies and procedures regarding the identification, review, consideration and approval or ratification
of ‘‘related-person transactions.’’ For purposes of our policy only, a ‘‘related-person transaction’’ is a
transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)
involving an amount that exceeds $120,000 in which LeapFrog and any ‘‘related person’’ (as defined below)
are participants. Transactions involving compensation for services provided to LeapFrog as an employee,
director, consultant or similar capacity by a related person are not covered by this policy. A related person is
any executive officer, director, or holder of more than 5% of the stock of LeapFrog (as determined by the
combined voting power of all classes of stock), including any of their immediate family members, and any
entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management
must present information regarding the proposed related-person transaction to our board of directors for
consideration and approval or ratification. The presentation must include a description of, among other things,
the material facts, the interests, direct and indirect, of the related persons, the benefits to LeapFrog of the
transaction and whether any alternative transactions were available. In considering related-person transactions,
the board takes into account the relevant available facts and circumstances including, but not limited to (a) the
risks, costs and benefits to LeapFrog, (b) the impact on a director’s independence if the related person is a
director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms
of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms
available to or from, as the case may be, unrelated third parties or to or from employees generally. If a
director has an interest in the proposed transaction, the director must recuse himself or herself from the
deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a
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