LF » Topics » Change in Control

This excerpt taken from the LF DEF 14A filed Jul 15, 2009.

Change in Control

Under his employment agreement, upon the occurrence of a change in control, we would accelerate the vesting of any equity awards then held by Mr. Katz such that all of his equity awards would be vested as of the date of the change in control. Assuming that a change in control occurred on December 31, 2008 and that his Options were exercised on the same date, because the exercise price of the Options exceeded $3.50, the closing price of our Class A common stock as reported by the NYSE for December 31, 2008, there would have been no value related to the additional vesting. In addition, if during the two-year period following a change in control of LeapFrog, Mr. Katz’s employment is terminated for reasons other than cause or by Mr. Katz for good reason or due to his death or permanent disability, we would accelerate the vesting of any equity awards then held by Mr. Katz with the result that all of his equity awards would be vested as of the date of his termination and all of his vested stock options would remain exercisable for two years after the termination date. Assuming that the change in control and termination both occurred on December 31, 2008 and that his Options were exercised on the same date, there would have been no value related to the additional vesting because the exercise price of the Options exceeded $3.50, the closing price of our Class A common stock as reported by the NYSE for December 31, 2008. We would also pay to Mr. Katz the Katz Severance Benefits, as applicable. For purposes of the foregoing discussion, a change-in-control transaction will be deemed to have occurred if any person or entity acquires at least a majority of the combined voting power of our outstanding securities, or upon our merger or consolidation, adoption by our stockholders of a plan of dissolution or liquidation or the sale or transfer of substantially all of our assets.

This excerpt taken from the LF DEF 14A filed Apr 20, 2009.

Change in Control

Under his employment agreement, upon the occurrence of a change in control, we would accelerate the vesting of any equity awards then held by Mr. Katz such that all of his equity awards would be vested as of the date of the change in control. Assuming that a change in control occurred on December 31, 2008 and that his Options were exercised on the same date, because the exercise price of the Options exceeded $3.50, the closing price of our Class A common stock as reported by the NYSE for December 31, 2008, there would have been no value related to the additional vesting. In addition, if during the two-year period following a change in control of LeapFrog, Mr. Katz’s employment is terminated for reasons other than cause or by Mr. Katz for good reason or due to his death or permanent disability, we would accelerate the vesting of any equity awards then held by Mr. Katz with the result that all of his equity awards would be vested as of the date of his termination and all of his vested stock options would remain exercisable for two years after the termination date. Assuming that the change in control and termination both occurred on December 31, 2008 and that his Options were exercised on the same date, there would have been no value related to the additional vesting because the exercise price of the Options exceeded $3.50, the closing price of our Class A common stock as reported by the NYSE for December 31, 2008. We would also pay to Mr. Katz the Katz Severance Benefits, as applicable. For purposes of the foregoing discussion, a change-in-control transaction will be deemed to have occurred if any person or entity acquires at least a majority of the combined voting power of our outstanding securities, or upon our merger or consolidation, adoption by our stockholders of a plan of dissolution or liquidation or the sale or transfer of substantially all of our assets.

 

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This excerpt taken from the LF DEF 14A filed Apr 21, 2008.

Change in Control

Under his employment agreement, upon the occurrence of a change in control, we would accelerate the vesting of any equity awards then held by Mr. Katz such that all of his equity awards would be vested as of the date of the change in control. Assuming that a change in control occurred on December 31, 2007 and that his Options were exercised on the same date, because the exercise price of the Options exceeded $6.73, the closing price of our Class A common stock as reported by the NYSE for December 31, 2007, there would have been no value related to the additional vesting. In addition, if during the two-year period following a change in control of LeapFrog, Mr. Katz’s employment is terminated for reasons other than cause or by Mr. Katz for good reason or due to his death or permanent disability, we would accelerate the vesting of any equity awards then held by Mr. Katz with the result that all of his equity awards would be vested as of the date of his termination and all of his vested stock options would remain exercisable for two years after the termination date. Assuming that the change in control and termination both occurred on December 31, 2007 and that his Options were exercised on the same date, there would have been no value related to the additional vesting because the exercise price of the Options exceeded $6.73, the closing price of our Class A common stock as reported by the NYSE for December 31, 2007. We would also pay to Mr. Katz the Katz Severance Benefits, as applicable. For purposes of the foregoing discussion, a change-in-control transaction will be deemed to have occurred if any person or entity acquires at least a majority of the combined voting power of our outstanding securities, or upon our merger or consolidation, adoption by our stockholders of a plan of dissolution or liquidation or the sale or transfer of substantially all of our assets.

This excerpt taken from the LF 8-K filed Jul 10, 2006.

5.1 Change In Control.

5.1.1 Change In Control. For purposes of this Agreement, a Change In Control shall have the same meaning as set forth in the Plan.

5.1.2 Accelerated Vesting. Upon the occurrence of a Change In Control, the Company will accelerate the vesting of the Options as well all Equity Awards then held by Executive so that all unvested Options and Equity Awards become fully vested as of the date the Change In Control occurs.

5.1.3 Other Benefits. If, in connection with or during the two (2) year period following the occurrence of a Change In Control, Executive’s employment terminates pursuant to a Covered Termination (defined below), the Company will accelerate the vesting any Equity Awards (not previously vested pursuant to this Agreement or otherwise) then held by Executive so that all such Equity Awards become fully vested as of the Termination Date, and all of Executive’s vested Options and Equity Awards granted in the form of stock options shall remain exercisable for two (2) years after the Termination Date (but not beyond the end of the Option Term or option term, as the case may be). The Company shall provide Executive the amounts payable pursuant Section 4.2 and the Severance Benefits, and Executive and the Company shall immediately commence the Consultancy on the terms set forth in Section 6 below, subject to Executive delivering an effective Release to the Company within sixty (60) days of the Termination Date or such later date as may be required due to Company delays, in order to receive the benefits of this Section 5.1.3.

 

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5.2 Delisting. Anything in this Agreement to the contrary notwithstanding, upon the termination of Executive’s employment for any reason (other than an involuntary termination by the Company for Cause) upon or following the occurrence of a Delisting, all of Executive’s vested Options shall remain exercisable for five (5) years after the Termination Date (but not beyond the end of the Option Term). For purposes of this Agreement, a “Delisting” means any event or transaction not otherwise constituting a Change In Control pursuant to which the Company’s shares are “delisted” from public trading.

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