LeapFrog 2015 Annual Report Download - page 212

(iv) arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect
to the Stock Award;
(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not
exercised prior to the effective time of the Corporate Transaction, in exchange for such cash
consideration, if any, as the Board, in its sole discretion, may consider appropriate; or
(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any,
of (A) the value of the property the Participant would have received upon the exercise of the Stock
Award, over (B) any exercise price payable by such holder in connection with such exercise.
The Board need not take the same action or actions with respect to all Stock Awards or portions thereof
or with respect to all Participants.
(d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and
exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such
Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and
the Participant, but in the absence of such provision, no such acceleration shall occur.
10. TERMINATION OR SUSPENSION OF THE PLAN.
(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by
the Board, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the earlier
of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of
the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
(b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and
obligations under any Award granted while the Plan is in effect except with the written consent of the affected
Participant.
11. EFFECTIVE DAT E O F PLAN.
This Plan shall become effective on the Effective Date.
12. CHOICE OF LAW.
The laws of the State of Delaware shall govern all questions concerning the construction, validity and
interpretation of this Plan, without regard to that state’s conflict of laws rules.
13. DEFINITIONS.As used in the Plan, the following definitions shall apply to the capitalized terms indicated
below:
(a) ‘‘Affiliate’’ means, at the time of determination, any ‘‘parent’’ or ‘‘subsidiary’’ of the Company as
such terms are defined in Rule 405 promulgated under the Securities Act. The Board shall have the authority
to determine the time or times at which ‘‘parent’’ or ‘‘subsidiary’’ status is determined within the foregoing
definition.
(b) ‘‘Award’’ means a Stock Award or a Performance Cash Award.
(c) ‘‘Award Agreement’’ means a written agreement between the Company and a Participant evidencing
the terms and conditions of an Award.
(d) ‘‘Board’’ means the Board of Directors of the Company.
(e) ‘‘Capitalization Adjustment’’ means any change that is made in, or other events that occur with
respect to, the Class A Common Stock subject to the Plan or subject to any Stock Award after the Effective
Date without the receipt of consideration by the Company through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash
dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or any similar equity restructuring transaction, as that term is used in Statement of Financial
Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible
securities of the Company shall not be treated as a Capitalization Adjustment.
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