LeapFrog 2015 Annual Report Download - page 215

(s) ‘‘Employee’’ means any person employed by the Company or an Affiliate. However, service solely as
a Director, or payment of a fee for such services, shall not cause a Director to be considered an ‘‘Employee’’
for purposes of the Plan.
(t) ‘‘Entity’’ means a corporation, partnership, limited liability company, or other entity.
(u) ‘‘Exchange Act’’ means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
(v) ‘‘Exchange Act Person’’ means any natural person, Entity or ‘‘group’’ (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), except that ‘‘Exchange Act Person’’ shall not include (i) the
Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any
Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities
pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their Ownership of stock of the
Company; or (v) any natural person, Entity or ‘‘group’’ (within the meaning of Section 13(d) or 14(d) of the
Exchange Act) that, as of the Effective Date, is 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.
(w) ‘‘Fair Market Value’’ means, as of any date, the value of the Class A Common Stock determined as
follows:
(i) If the Class A Common Stock is listed on any established stock exchange or traded on any
established market, the Fair Market Value of a share of Class A Common Stock shall be the closing
selling price for such stock as quoted on such exchange or market (or the exchange or market with the
greatest volume of trading in the Class A Common Stock) on the date of determination or, if the day of
determination is not a market trading day, the last market trading day prior to the day of determination,
as reported in a source the Board deems reliable.
(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Class A
Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price
on the last preceding date for which such quotation exists.
(iii) In the absence of such markets for the Class A Common Stock, the Fair Market Value shall be
determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of
the Code.
(x) ‘‘Incentive Stock Option’’ means an option granted pursuant to Section 5 of the Plan that is intended
to be, and qualifies as, an ‘‘incentive stock option’’ within the meaning of Section 422 of the Code.
(y) ‘‘Non-Employee Director’’ means a Director who either (i) is not a current employee or officer of the
Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an
Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an
amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated
pursuant to the Securities Act (‘‘Regulation S-K’’)), does not possess an interest in any other transaction for
which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business
relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a ‘‘non-employee director’’ for purposes of Rule 16b-3.
(z) ‘‘Nonstatutory Stock Option’’ means any option granted pursuant to Section 5 of the Plan that does
not qualify as an Incentive Stock Option.
(aa) ‘‘Officer’’ means a person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act.
(bb) ‘‘Option’’ means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of
Class A Common Stock granted pursuant to the Plan.
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