LeapFrog 2015 Annual Report Download - page 213

(f) ‘‘Cause’’ shall have the meaning ascribed to such term in any written agreement between the
Participant and the Company defining such term and, in the absence of such agreement, such term shall mean,
with respect to a Participant, the occurrence of any of the following events that has a material negative impact
on the business or reputation of the Company: (i) such Participant’s attempted commission of, or participation
in, a fraud or act of dishonesty against the Company; (ii) such Participant’s intentional, material violation of
any contract or agreement between the Participant and the Company or of any statutory duty owed to the
Company; (iii) such Participant’s unauthorized use or disclosure of the Company’s confidential information or
trade secrets; or (iv) such Participant’s gross misconduct. The determination that a termination of the
Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company, in its
sole discretion. Any determination by the Company that the Continuous Service of a Participant was
terminated with or without Cause for the purposes of outstanding Awards held by such Participant shall have
no effect upon any determination of the rights or obligations of the Company or such Participant for any other
purpose.
(g) ‘‘Change in Control’’ means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following:
(i) any Exchange Act Person (other than Larry Ellison, Michael Milken, Lowell Milken, or any
combination of the foregoing) becomes the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company’s then
outstanding securities other than by virtue of a merger, consolidation or similar transaction.
(ii) there is consummated a merger, consolidation or similar transaction involving (directly or
indirectly) the Company and, immediately after the consummation of such merger, consolidation or
similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar
transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent
of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially
the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction;
(iii) the stockholders of the Company approve or the Board approves a plan of complete dissolution
or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise
occur, except for a liquidation into a parent corporation;
(iv) there is consummated a sale, lease, exclusive license or other disposition of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or
other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries
to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease,
license or other disposition; or
Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall
not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the
domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an
individual written agreement between the Company or any Affiliate and the Participant shall supersede the
foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition
of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing
definition shall apply.
(h) ‘‘Class A Common Stock’’ means the Class A common stock of the Company.
(i) ‘‘Code’’ means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.
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