LeapFrog 2013 Annual Report Download - page 157
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Please find page 157 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.Mr. Dodd
Mr. Dodd is currently eligible to receive severance payments and benefits under certain circumstances
pursuant to his employment agreement, which expires on December 31, 2014. Under the terms of his
employment agreement, the Company can terminate Mr. Dodd for any reason by providing 60-days’ written
notice. If the Company terminates Mr. Dodd prior to expiration of his employment agreement without cause,
he is eligible to receive the following payments and benefits:
Bonus Severance
Vesting, if Termination
occurred in 2013
Vesting, if Termination
occurred in 2014
Pro-rata portion of the Company
Component for the year
termination occurs
Pro-rata portion of options and
RSUs scheduled to vest in 2013
Pro-rata portion of options and
RSUs scheduled to vest in 2014
Under Mr. Dodd’s employment agreement, ‘‘cause’’ means:
• misconduct or negligence in the performance of his duties to the Company;
• failure to perform his duties to the Company or to follow the lawful directives of the board of
directors or any executive to which he reports which failure remains uncured for five (5) days;
• indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime
involving moral turpitude;
• failure to cooperate in any audit or investigation of the business or financial practices of the
Company or any of its subsidiaries;
• performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation
of the Company’s property; and
• breach of his employment agreement or any other agreement with the Company, or a violation of
the Company’s code of conduct or other written policy.
Mr. Adams
Mr. Adams is eligible to receive severance payments and benefits under the Severance Plan. Under the
terms of the Severance Plan, Mr. Adams is eligible to receive the payments and benefits described in the
Severance Plan if his employment is terminated without cause or he resigns for good reason.
Under the Severance Plan, ‘‘cause’’ exists if the executive:
• is convicted of a felony or a crime involving moral turpitude or dishonesty;
• commits fraud against the Company;
• commits a material breach of any material provision of a written agreement with the Company
(including, without limitation, the Company’s Proprietary Information and Inventions Agreement) or
of a written policy of the Company, provided that the executive was given reasonable notice and
opportunity to cure;
• shows conduct demonstrating unfitness to serve, provided that the executive was given reasonable
notice and opportunity to cure; or
• breaches duties to the Company, including persistent unsatisfactory performance of job duties.
Under the Severance Plan, ‘‘good reason’’ exists if:
• there is any material diminution in the executive’s authority, duties or responsibilities within
12 months following a Change in Control;
• there is a reduction in base salary of greater than 10% of base salary prior to the reduction;
• the executive’s business location moved more than 50 miles beyond current location; or
• the Company materially breaches the agreement under which the executive is employed.
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