LeapFrog 2009 Annual Report Download - page 171

condition of resigning for good reason on such basis, he must first have remained in employment with LeapFrog
or its successor on a full time basis (or on a less than full time basis, as LeapFrog or its successor determines),
with a base salary that is no less than it was immediately prior to the change in control (unadjusted for
employment on a less than full time basis), for a period of six months (or a shorter period as LeapFrog or its
successor determines) in order to provide transition support to LeapFrog or its successor.
Under the Severance Plan, to resign for good reason, an employee must resign within 60 days after the
occurrence, without the employee’s consent, of one of the events listed in the “good reason” definition, after
having given us 30 days’ written notice (during which time we would have the opportunity to cure the event that
the employee asserts is good reason). If we cure the event, then the employee would not have good reason.
If a covered termination (which includes a resignation for good reason) is triggered and does not occur in
relation to a change in control of LeapFrog, the Severance Plan provides for the following severance benefits:
Base Severance
(Months of Base Salary)
Health Insurance
Payments Form of Payment
12 12 months of
COBRA coverage
Installments
If a covered termination is triggered and occurs in relation to a change in control of LeapFrog, the Severance
Plan provides for the following severance benefits:
Base Severance
(Months of Base Salary) Bonus Severance
Health Insurance
Payments
Equity
Acceleration Form of Payment
24 200% of Target
Bonus
24 months of
COBRA coverage
100% Lump Sum
Assuming a termination date of December 31, 2009, Messrs. Campbell, Chiasson and Dodd would have
been entitled to receive the following severance benefits:
Covered Termination—No Change in Control
Name of Named Executive Officer
Payment of
Base Salary
($)
Health
Insurance
Payments
($)(1)
William K. Campbell ................................................... 244,050 — (2)
William B. Chiasson .................................................... 312,800 19,750
Michael J. Dodd ....................................................... 292,200 15,220
Covered Termination—Change in Control
Name of Named Executive Officer
Payment of
Base Salary
($)
Payment of
Bonus
($)
Health Insurance
Payments
($)(1)
Value of Equity
Acceleration
($)(3)
William K. Campbell ........................... 488,010 244,050 — (2) 195,783
William B. Chiasson ............................ 625,600 312,800 39,500 299,393
Michael J. Dodd ............................... 584,400 292,200 30,430 275,349
(1) Approximate value of benefit; does not reflect potential increase of insurance premiums in 2010.
(2) Mr. Campbell does not currently maintain any health insurance coverage through LeapFrog.
(3) Represents potential realizable value of the additional vested options assuming a change in control occurred
on December 31, 2009 and that such individual’s options were exercised on the same date, based on an
exercise price of $3.91, the closing price of our Class A common stock as reported by the NYSE for
December 31, 2009.
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