LeapFrog 2013 Annual Report Download - page 155
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Please find page 155 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.Severance and Change in Control Arrangements with Our Named Executive Officers
John Barbour
Mr. Barbour is eligible to receive certain payments and benefits if his employment is terminated under
certain circumstances pursuant to his employment agreement. Upon a termination of Mr. Barbour’s
employment by us without cause, or by Mr. Barbour for good reason, he is eligible to receive:
Base Severance
(Months of Base Salary) Bonus Severance
Additional Bonus
Severance
Health Insurance
Payments
Equity
Acceleration
Form of
Payment
18 150% of
Target Bonus
Prorated Bonus
for the year in
which termination
occurs
18 months of
COBRA coverage
18 months Monthly
payments
Under the terms of Mr. Barbour’s employment agreement, the term ‘‘cause’’ means:
• commission of a willful act of fraud, embezzlement or misappropriation against or involving the
Company;
• conviction, or entry of a guilty or no contest plea, for any felony involving moral turpitude or
dishonesty;
• commission of an act or failure to commit an act, involving the Company that would amount to
willful misconduct, wanton misconduct, gross negligence or a material breach of Mr. Barbour’s
employment agreement and which results or is reasonably likely to result in significant harm to the
Company; or
• willful failure to perform the responsibilities and duties set forth in the employment agreement for a
period of ten business days following receipt of written notice from the Company regarding such
failure.
Under the terms of Mr. Barbour’s employment agreement, ‘‘good reason’’ means:
• a material diminution in his authority, duties or responsibilities;
• the requirement that Mr. Barbour report to an officer or other employee of the Company rather than
the board of directors;
• a material reduction in Mr. Barbour’s base salary;
• a change in the geographic location of his workplace by more than 50 miles or an increase in his
commute in excess of thirty miles;
• the expiration of Mr. Barbour’s term as a member of the board of directors without his re-election if
the Company has failed to nominate Mr. Barbour for re-election; or
• a material breach by the Company of his employment agreement.
Under his employment agreement, upon the occurrence of a change in control of the Company, we would
be required to accelerate the vesting of any outstanding equity awards then held by Mr. Barbour such that all
of his equity awards would vest as of the date of the change in control. In addition, if during the two-year
period following a change in control of the Company, Mr. Barbour’s employment were terminated without
cause or by Mr. Barbour for good reason, we would be required to pay to Mr. Barbour the benefits described
in the following table:
Base Severance
(Months of Base Salary) Bonus Severance
Additional Bonus
Severance
Health Insurance
Payments
Equity
Acceleration
Form of
Payment
24 200% of
Target Bonus
Prorated Bonus
for the year in
which termination
occurs
18 months of
COBRA coverage
100% Monthly
payments
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