LeapFrog 2015 Annual Report Download - page 214

(j) ‘‘Committee’’ means a committee of one or more Directors to whom authority has been delegated by
the Board in accordance with Section 2(c).
(k) ‘‘Company’’ means LeapFrog Enterprises, Inc., a Delaware corporation.
(l) ‘‘Consultant’’ means any person, including an advisor, who is (i) engaged by the Company or an
Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a
member of the board of directors of an Affiliate and is compensated for such services. However, service solely
as a Director, or payment of a fee for such service, shall not cause a Director to be considered a ‘‘Consultant’’
for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan
only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or
the sale of the Company’s securities to such person.
(m) ‘‘Continuous Service’’ means that the Participant’s service with the Company or an Affiliate, whether
as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a
change in the entity for which the Participant renders such service, provided that there is no interruption or
termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s
Continuous Service; provided, however, if the Entity for which a Participant is rendering services ceases to
qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous
Service shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the
extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole
discretion, may determine whether Continuous Service shall be considered interrupted in the case of (i) any
leave of absence approved by the Board or Chief Executive Officer, including sick leave, military leave or any
other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding
the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock
Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms
of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.
(n) ‘‘Corporate Transaction’’ means the consummation, in a single transaction or in a series of related
transactions, of any one or more of the following events:
(i) a sale or other disposition of all or substantially all, as determined by the Board, in its sole
discretion, of the consolidated assets of the Company and its Subsidiaries;
(ii) a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the
Company;
(iii) a merger, consolidation or similar transaction following which the Company is not the surviving
corporation; or
(iv) a merger, consolidation or similar transaction following which the Company is the surviving
corporation but the shares of Class A Common Stock outstanding immediately preceding the merger,
consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash or otherwise.
(o) ‘‘Covered Employee’’ shall have the meaning provided in Section 162(m)(3) of the Code.
(p) ‘‘Director’’ means a member of the Board.
(q) ‘‘Disability’’ means, with respect to a Participant, the inability of such Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment which can
be expected to result in death or which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be
determined by the Board on the basis of such medical evidence as the Board deems warranted under the
circumstances.
(r) ‘‘Effective Date’’ means June 2, 2011.
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