LeapFrog 2013 Annual Report Download - page 128
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Please find page 128 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.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 ......... 4,907 50,002 8,078 49,996
Thomas J. Kalinske .......... 3,681 37,509 6,057 37,488
Stanley E. Maron ........... 3,681 37,509 6,057 37,488
E. Stanton McKee, Jr. ........ 3,681 37,509 6,057 37,488
Theodore Mitchell ........... 3,681 37,509 6,057 37,488
Randy O. Rissman .......... 3,681 37,509 6,057 37,488
Caden C. Wang ............ 3,681 37,509 6,057 37,488
DISCUSSION OF DIRECTOR COMPENSATION
For 2013, we paid the following annual retainer fees to our non-employee 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, 2013, the total cash compensation paid to our
non-employee directors was $452,253. The non-employee directors are also eligible for reimbursement of their
expenses incurred in attending board meetings.
Director are granted equity awards under the LeapFrog 2011 Equity and Incentive Plan, or the 2011 Plan.
All non-employee directors receive an equity award upon their appointment to the board of directors. These
initial equity awards have an accounting value of $200,000. Non-employee directors also receive an annual
equity award for each year they serve on the board of directors. These annual equity awards have an
accounting value of $75,000, except that the accounting value of the annual equity award to the Chairman of
the Board is $100,000. For both the initial and the annual equity award, 50% of the value of such award is
granted in the form of a stock option and 50% of such award is granted in the form of an RSU award. The
accounting value of these stock awards is calculated using the same methodology as is applied by LeapFrog
for purposes of determining the accounting charge associated with all equity awards to our executive officers
and other employees.
The exercise price of stock options granted to our non-employee directors is 100% of the fair market
value of the Class A common stock subject to the option on the date of grant. Stock options granted pursuant
to initial equity awards to non-employee directors vest in equal monthly installments over a three-year period
in accordance with their terms. RSU awards granted pursuant to initial equity awards to non-employee
directors vest as to one-third of the shares subject to such awards on each annual anniversary of the grant over
a three-year period in accordance with their terms. Stock awards granted pursuant to annual equity awards to
non-employee directors vest on the last day of the month prior to the month in which the annual meeting of
stockholders occurs on the year following the year of such annual grant. For example, stock awards granted
pursuant to the annual equity grant in 2013 will vest on May 31, 2014.
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