LeapFrog 2009 Annual Report Download - page 158

Name
Grant
Date(1)
Approval
Date of
Grant(1)
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)(4)
Exercise
or Base
Price
of
Option
Awards
($/Sh)
(5)
Closing
Market
Price
on
Grant
Date
($/Sh)
(5)
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)(4)(6)
Threshold
($)(2)
Target
($)(2)
Maximum
($)(2)
Threshold
(#)(3)
Target
(#)(3)
Maximum
(#)(3)
Nancy G. MacIntyre ....2/26/09 91,200 114,000 136,800
Former Executive Vice
President, Product,
Innovation and Marketing
5/15/09 4/29/09 200,000 200,000 2.75 2.60 306,708
8/27/09 8/26/09 31,785 3.79 3.92 —
8/27/09 8/26/09 10,089 3.79 3.92 —
8/27/09 8/26/09 26,918 3.79 3.92 —
8/27/09 8/26/09 7,841 3.79 3.92 —
8/27/09 8/26/09 46,353 3.79 3.92 —
Peter M. O. Wong ......2/26/09 72,982 91,228 109,474
Former Senior Vice
President, General
Counsel and Corporate
Secretary
5/15/09 4/29/09 93,900 93,900 2.75 2.60 144,444
8/27/09 8/26/09 11,919 3.79 3.92 —
8/27/09 8/26/09 7,166 3.79 3.92 —
8/27/09 8/26/09 8,757 3.79 3.92 —
8/27/09 8/26/09 655 3.79 3.92 —
8/27/09 8/26/09 4,854 3.79 3.92 —
8/27/09 8/26/09 7,404 3.79 3.92 —
8/27/09 8/26/09 30,137 3.79 3.92 —
8/27/09 8/26/09 11,293 3.79 3.92 —
8/27/09 8/26/09 10,528 3.79 3.92 —
(1) Our board has adopted a policy regarding the grant dates of stock options and stock-based awards under which the
grant date of all awards to named executive officers will be the 15th day of the month subsequent to the month in
which the award is approved by the board or compensation committee (or the next succeeding business day that
the NYSE is open). In the case of options granted in connection with the stock option exchange program described
in footnote 5 below, the grant date was set in accordance with the terms of the exchange program.
(2) In February 2009, our board approved the non-equity incentive plan under which the amounts reported under
“Estimated Future Payouts Under Non-Equity Incentive Plan Awards” were based. The plan provided
opportunities for both quarterly incentive payments and annual incentive payments. The actual cash incentive
award payout was determined using multiple financial and non-financial metrics. Please see the detailed
description set forth above in this proxy statement under “Executive Compensation—Compensation Discussion
and Analysis—Elements of Executive Compensation—Performance-Based Annual Awards.” Quarterly incentive
payments made during 2009 are reflected in the Summary Compensation Table and discussed above in
“Compensation Discussion and Analysis” under “Quarterly Cash Balance Goals.” In February 2010, the
compensation committee and board determined that no annual incentive awards would be paid to our executive
officers under the 2009 bonus plan, as discussed above in “Compensation Discussion and Analysis” under
“Performance-Based Annual Bonus Awards.” However, the estimated future payouts show what the annual
incentive awards could have been at the threshold, target and maximum levels for each individual assuming
sufficient funding of the 2009 bonus plan based on company performance goals set under the plan.
(3) The named executive officers received option awards in May 2009. These awards were each subject to a price-
based vesting condition. In each case, no portion of the option would vest until the average closing price of our
Class A common stock on the NYSE across all trading days during a consecutive 90-day period occurring after
the grant date and during the term of the option equaled or exceeded $4.00 per share. This price condition was met
in March 2010. In addition the option will vest over four years with 25% of the option shares vesting on the first
anniversary of the vesting commencement date and the remainder of the option shares vesting in equal monthly
installments thereafter. (All vesting is subject to standard terms set forth in our 2002 Equity Incentive Plan and
associated form stock option agreement, including continuous service as defined in the 2002 Equity Incentive
Plan.) The numbers of shares shown in the “Estimated Future Payouts Under Equity Incentive Plan Awards”
column assume that the foregoing price condition is satisfied, and that each such option becomes fully vested in
accordance with the time-based vesting schedule described above and is exercised with respect to all the option
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