LeapFrog 2013 Annual Report Download - page 158
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Please find page 158 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.Under the Severance Plan, to resign for ‘‘good reason,’’ an executive must resign within 60 days after the
occurrence, without the executive’s consent, of one of the events listed in the ‘‘good reason’’ definition, after
having given the Company 30 days’ written notice (during which time the Company would have the
opportunity to cure the event that the executive asserts is good reason). If the Company cures the event, then
the executive would not be eligible for a good reason resignation.
If a covered termination of employment (which includes a resignation for ‘‘good reason’’) is triggered
and does not occur in relation to a change in control of the Company, the Severance Plan provides for the
following payments and benefits:
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 with 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
12 Prorated portion
of Target Bonus
12 months of
COBRA coverage
100% Lump Sum
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.
In February 2014, Mr. Spalding announced his resignation as the Company’s Senior Vice President and
Managing Director, EMEA. He will remain with the Company for a transition period ending no later than
August 10, after which he will no longer be entitled to any severance benefits under his employment
agreement.
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