LeapFrog 2015 Annual Report Download - page 131

depending on future stock price, employee departures and other factors. We expect that at least approximately
420,000 shares will return to the plan in the remainder of Fiscal 2016 due to cancelled and expired options.
The projections are forward-looking statements that we do not intend to update, and involve risks and
uncertainties that could cause actual outcomes to differ materially from those in the forward-looking
statements, including our ability to attract and retain talent, achievement of performance metrics with respect
to certain equity-based awards, the extent of option exercise activity, and others described in our Form 10-K
for the year ended March 31, 2015 filed with the SEC on June 15, 2015.
SUMMARY OF THE AMENDED AND RESTATED 2011 EIP
A summary of the principal features of the Amended and Restated 2011 EIP follows. The summary is
qualified in its entirety by the full text of the Amended and Restated 2011 EIP that is attached as Appendix B
to this proxy statement. Stockholders are encouraged to read the actual text of the Amended and Restated
2011 EIP in its entirety. For ease of reference, we refer to the Amended and Restated 2011 EIP as the 2011
EIP below.
Eligibility
Only employees (including officers), consultants and non-employee directors of LeapFrog and its affiliates
are eligible to receive awards under the 2011 EIP. Pursuant to applicable tax law, we may only grant incentive
stock options to our employees (including officers) and employees of our affiliates. The compensation
committee, or a subcommittee thereof, determines who will participate in the 2011 EIP and the terms of those
grants. As of May 31, 2015, there were approximately 523 employees, including five named executive
officers, approximately 40 consultants and eight non-employee directors, each of whom would be eligible to
be granted awards under the 2011 EIP.
Awards
The 2011 EIP allows the grant of stock options, stock appreciation rights, restricted stock awards,
restricted stock unit awards, performance stock awards, performance cash awards and other stock awards.
Subject to plan limits, the compensation committee has the discretionary authority to determine the size of
awards to employees, however the committee has adopted a series of equity award guidelines designed to
manage the usage of the pool of shares available for future. The use of performance-based awards will be
considered in the context of our total compensation program and the significant level of pay-for-performance
requirements already incorporated into our compensation practices.
The following table sets forth, as of May 31, 2015, information regarding outstanding equity and shares
of common stock available for future equity awards as of May 31, 2015 (without giving effect to approval of
the proposed amendment and restatement of the 2011 EIP):
2011 EIP*
Other
LeapFrog
Equity Award
Plans
All LeapFrog
Equity Award
Plans**
Total shares of Class A common stock underlying outstanding
stock options ................................. 6,007,232 2,137,932 8,145,164
Weighted average exercise price of outstanding stock options . . $ 6.64 $ 4.45 $ 6.07
Weighted average remaining contractual life of outstanding
stock options ................................. 8.14 years 4.22 years 7.11 years
Total shares of Class A common stock underlying outstanding
unvested restricted stock and RSUs .................. 2,751,489 66,653 2,818,142
Total shares of Class A common stock available for grant ..... 3,413,084 100,121 3,513,205
* The information provided corresponds only to awards and shares of common stock available for future
equity grants under the 2011 EIP.
** The information provided corresponds to awards and shares of common stock available for future equity
grants under all LeapFrog equity award plans, including the 2011 EIP, the 2002 Plan and the 2002
Non-Employee Directors’ Stock Award Plan.
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