LeapFrog 2015 Annual Report Download - page 216

(cc) ‘‘Option Agreement’’ means a written agreement between the Company and an Optionholder
evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms
and conditions of the Plan.
(dd) ‘‘Optionholder’’ means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option.
(ee) ‘‘Other Stock Award’’ means an award based in whole or in part by reference to the Class A
Common Stock which is granted pursuant to the terms and conditions of Section 6(d).
(ff) ‘‘Other Stock Award Agreement’’ means a written agreement between the Company and a holder of
an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock
Award Agreement shall be subject to the terms and conditions of the Plan.
(gg) ‘‘Outside Director’’ means a Director who either (i) is not a current employee of the Company or an
‘‘affiliated corporation’’ (within the meaning of Treasury Regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an ‘‘affiliated corporation’’ who receives compensation
for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not
been an officer of the Company or an ‘‘affiliated corporation,’’ and does not receive remuneration from the
Company or an ‘‘affiliated corporation,’’ either directly or indirectly, in any capacity other than as a Director,
or (ii) is otherwise considered an ‘‘outside director’’ for purposes of Section 162(m) of the Code.
(hh) ‘‘Own,’’ ‘‘Owned,’’ ‘‘Owner,’’ ‘‘Ownership’’ A person or Entity shall be deemed to ‘‘Own,’’ to have
‘‘Owned,’’ to be the ‘‘Owner’’ of, or to have acquired ‘‘Ownership’’ of securities if such person or Entity,
directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or
shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
(ii) ‘‘Participant’’ means a person to whom an Award is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Stock Award.
(jj) ‘‘Performance Cash Award’’ means an award of cash granted pursuant to the terms and conditions of
Section 6(c)(ii).
(kk) ‘‘Performance Criteria’’ means the one or more criteria that the Board shall select for purposes of
establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to
establish such Performance Goals may be based on any one of, or combination of, the following as
determined by the Board: (i) earnings (including earnings per share and net earnings); (ii) earnings before
interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) total
stockholder return; (v) return on equity or average stockholder’s equity; (vi) return on assets, investment, or
capital employed; (vii) stock price; (viii) margin (including gross margin); (ix) income (before or after taxes);
(x) operating income; (xi) operating income after taxes; (xii) pre-tax profit; (xiii) operating cash flow;
(xiv) sales or revenue targets; (xv) increases in revenue or product revenue; (xvi) expenses and cost reduction
goals; (xvii) improvement in or attainment of working capital levels; (xiii) economic value added (or an
equivalent metric); (xix) market share; (xx) cash flow; (xxi) cash flow per share; (xxii) share price
performance; (xxiii) debt reduction; (xxiv) implementation or completion of projects or processes;
(xxv) customer satisfaction; (xxvi) stockholders’ equity; (xxvii) capital expenditures; (xxiii) debt levels;
(xxix) operating profit or net operating profit; (xxx) workforce diversity; (xxxi) growth of net income or
operating income; (xxxii) billings; and (xxxiii) to the extent that an Award is not intended to comply with
Section 162(m) of the Code, other measures of performance selected by the Board.
(ll) ‘‘Performance Goals’’ means, for a Performance Period, the one or more goals established by the
Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on
a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments,
and in either absolute terms or relative to the performance of one or more comparable companies or the
performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award
Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals
at the time the Performance Goals are established, the Board may make adjustments in the method of
calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude
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