LeapFrog 2015 Annual Report Download - page 208

(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Class A
Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in
the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend
equivalents may be converted into additional shares of Class A Common Stock covered by the Restricted
Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the
Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the
same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they
relate.
(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the
applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that
has not vested will be forfeited upon the Participant’s termination of Continuous Service.
(c) Performance Awards.
(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that may vest or
may be exercised contingent upon the attainment during a Performance Period of certain Performance
Goals. A Performance Stock Award may, but need not, require the completion of a specified period of
Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during
the Performance Period, and the measure of whether and to what degree such Performance Goals have
been attained shall be conclusively determined by the Committee, in its sole discretion. The maximum
number of shares covered by an Award that may be granted to any Participant in a calendar year
attributable to Stock Awards described in this Section 6(c)(i) (whether the grant, vesting or exercise is
contingent upon the attainment during a Performance Period of the Performance Goals) shall not exceed
three million five hundred thousand (3,500,000) shares of Class A Common Stock. The Board may
provide for or, subject to such terms and conditions as the Board may specify, may permit a Participant
to elect for, the payment of any Performance Stock Award to be deferred to a specified date or event. In
addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may
determine that cash may be used in payment of Performance Stock Awards.
(ii) Performance Cash Awards. A Performance Cash Award is a cash award that may be paid
contingent upon the attainment during a Performance Period of certain Performance Goals. A
Performance Cash Award may also require the completion of a specified period of Continuous Service. At
the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree
such Performance Goals have been attained shall be conclusively determined by the Committee, in its
sole discretion. In any calendar year, the Committee may not grant a Performance Cash Award that has a
maximum value that may be paid to any Participant in excess of one million dollars ($1,000,000). The
Board may provide for or, subject to such terms and conditions as the Board may specify, may permit a
Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or
event. The Committee may specify the form of payment of Performance Cash Awards, which may be
cash or other property, or may provide for a Participant to have the option for his or her Performance
Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or
other property.
(iii) Board Discretion. The Board retains the discretion to reduce or eliminate the compensation or
economic benefit due upon attainment of Performance Goals and to define the manner of calculating the
Performance Criteria it selects to use for a Performance Period.
(iv) Section 162(m) Compliance. Unless otherwise permitted in compliance with the requirements
of Section 162(m) of the Code with respect to an Award intended to qualify as ‘‘performance-based
compensation’’ thereunder, the Committee shall establish the Performance Goals applicable to, and the
formula for calculating the amount payable under, the Award no later than the earlier of (a) the date
ninety (90) days after the commencement of the applicable Performance Period, or (b) the date on which
twenty-five percent (25%) of the Performance Period has elapsed, and in either event at a time when the
achievement of the applicable Performance Goals remains substantially uncertain. Prior to the payment of
any compensation under an Award intended to qualify as ‘‘performance-based compensation’’ under
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