LeapFrog 2015 Annual Report Download - page 168

EMPLOYMENT ARRANGEMENTS
Generally, our U.S.-based executive officers are employed at will. In recent years, only the individual
serving as our chief executive officer has had an employment agreement with LeapFrog. In other jurisdictions,
however, it is more common for employees to enter into employment agreements with their employers. Our
only UK-based executive officer, Mr. Hicks, also has an employment agreement with LeapFrog. Following is a
description of the only two employment agreements entered into by LeapFrog with any of our named
executive officers.
John Barbour
Mr. Barbour joined LeapFrog as our Chief Executive Officer in March 2011. He has an employment
agreement with LeapFrog which was negotiated and approved by our board of directors at that time.
Mr. Barbour’s employment agreement provides for an annual base salary in the amount of $575,000 and a
target annual performance-based bonus of $575,000 per year. In March 2014, his annual base salary and,
correspondingly his annual performance-based bonus target, was increased to $600,000 per year. Mr. Barbour
is eligible to receive an additional bonus for exemplary performance pursuant to stretch-level objectives to be
determined by our board of directors in its discretion. In addition, Mr. Barbour was eligible to receive travel
and temporary housing assistance in the amount of $150,000, payable in quarterly installments, and certain
relocation benefits. Mr. Barbour’s employment agreement also provided for him to receive a grant of an
option to purchase 850,000 shares of our Class A common stock and an RSU award covering 150,000 shares
of our Class A common stock. These equity awards provide that one-fourth (
1
⁄ 4 ) of the shares subject to each
award vest (and, in the case of the RSU, be delivered) upon completion of one year of continuous
employment service, and one forty-eighth (
1
⁄ 48 ) of the shares subject to each award vest (and, in the case of
the RSUs, be delivered) upon completion of each month of continuous employment service thereafter.
Antony Hicks
In September 2015, in connection with his appointment as Chief International Officer of LeapFrog,
Mr. Hicks entered into an employment agreement with our UK subsidiary, LeapFrog Toys (UK) Limited, or
LeapFrog UK. Mr. Hicks’s employment agreement provides for an annual base salary in the amount of
£280,000 and an annual performance-based target bonus of 75% of his annual base salary per year. Mr. Hicks
is eligible to receive a car allowance of £8,900 per year, plus mileage reimbursement. Mr. Hicks’s
employment agreement also provided for him to receive a grant of an option to purchase 175,000 shares of
our Class A common stock and an RSU award covering 100,000 shares of our Class A common stock. These
equity awards provide that one-fourth (
1
⁄ 4 ) of the shares subject to each award vest (and, in the case of the
RSU, be delivered) upon completion of one year of continuous employment service. In addition, one
forty-eighth (
1
⁄ 48
th
) of the shares subject to the option award vest upon completion of each month of
continuous employment service thereafter, while the remaining shares subject to the RSU award vest and are
delivered equally upon completion of each additional year of continuous employment service. LeapFrog UK
contributes 5% of Mr. Hicks’s base salary to a stakeholder non-contributory pension scheme in the UK on his
behalf.
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