LeapFrog 2015 Annual Report Download - page 206

following the termination of the Participant’s Continuous Service (other than for Cause) would violate the
Company’s insider trading policy, then the Option or SAR shall terminate on the earlier of (i) the expiration
of a period equal to the applicable post-termination exercise period after the termination of the Participant’s
Continuous Service during which the sale of the Class A Common Stock received upon exercise of the Option
or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of
the Option or SAR as set forth in the applicable Award Agreement.
(i) Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a
result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that
the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous
Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months
following such termination of Continuous Service (or such longer or shorter period specified in the Award
Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If,
after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the
time specified herein or in the Award Agreement (as applicable), the Option or SAR (as applicable) shall
terminate.
(j) Death of Participant. Except as otherwise provided in the applicable Award Agreement or other
agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a
result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award
Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other
than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise
such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to
exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or
SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date eighteen
(18) months following the date of death (or such longer or shorter period specified in the Award Agreement),
or (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the
Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award
Agreement (as applicable), the Option or SAR shall terminate.
(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award
Agreement or other individual written agreement between the Company or any Affiliate and the Participant, if
a Participant’s Continuous Service is terminated for Cause, the Option or SAR shall terminate immediately
upon such Participant’s termination of Continuous Service, and the Participant shall be prohibited from
exercising his or her Option or SAR from and after the time of such termination of Continuous Service.
(l) Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is
a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first
exercisable for any shares of Class A Common Stock until at least six months following the date of grant of
the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic
Opportunity Act, (i) in the event of the Participant’s death or Disability, (ii) upon a Corporate Transaction in
which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or
(iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement or in
another applicable agreement or in accordance with the Company’s then current employment policies and
guidelines), any such vested Options and SARs may be exercised earlier than six months following the date of
grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee
in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate
of pay.
6. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.
(a) Restricted Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the
Company’s Bylaws, at the Board’s election, shares of Class A Common Stock may be (i) held in book entry
form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse;
or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by the
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