Exhibit 10.1


 





 


LeapFrog
Enterprises, Inc.


 


AMENDED
AND RESTATED 2011 Equity AND Incentive Plan


 


Adopted
by the Board of Directors: March 17, 2011


Approved
by the Stockholders: June 2, 2011


Amended
and Restated: March 30, 2012


Approved
by the Stockholders: June 5, 2012





Termination
Date: March 16, 2021


 


1.           General.





 


(a)          Successor
to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the LeapFrog Enterprises, Inc.
2002 Equity Incentive Plan (the “Prior Plan”). Following the Effective Date, no additional stock awards
shall be granted under the Prior Plan. Any shares remaining available for issuance pursuant to the exercise of options or issuance
or settlement of stock awards under the Prior Plan as of the Effective Date (the “Prior Plan’s Available Reserve”)
shall become available for issuance pursuant to Stock Awards granted hereunder. From and after the Effective Date, all outstanding
stock awards granted under the Prior Plan shall remain subject to the terms of the Prior Plan; provided, however, any shares
subject to outstanding stock awards granted under the Prior Plan that expire or terminate for any reason prior to exercise or settlement
or are forfeited because of the failure to meet a contingency or condition required to vest such shares or are reacquired or withheld
by the Company to satisfy a tax withholding obligation or as consideration for the exercise of an Option (the “Returning
Shares”) shall become available for issuance pursuant to Awards granted hereunder. All Awards granted on or after
the Effective Date of this Plan shall be subject to the terms of this Plan.


 


(b)          Eligible
Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants.


 


(c)          Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock
Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.


 


(d)          Purpose.
The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards as
set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any
Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value
of the Class A Common Stock through the granting of Awards.


 



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2.            Administration. 


 


(a)          Administration
by Board. The Board shall administer the Plan unless and until the Board delegates administration of the Plan to a Committee
or Committees, as provided in Section 2(c).


 


(b)          Powers
of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)          To
determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award
shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which
need not be identical), including the time or times when a person shall be permitted to receive cash or Class A Common Stock pursuant
to a Stock Award; (E) the number of shares of Class A Common Stock with respect to which a Stock Award shall be granted to each
such person; and (F) the Fair Market Value applicable to a Stock Award.


 


(ii)         To
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement
or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make
the Plan or Award fully effective.


 


(iii)        To
settle all controversies regarding the Plan and Awards granted under it.


 


(iv)        To
accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the
time during which it will vest.


 


(v)         To
suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under
any Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi)        To
amend the Plan in any respect the Board deems necessary or advisable. However, except as provided in Section 9(a) relating to
Capitalization Adjustments, to the extent required by applicable law or listing requirements, stockholder approval shall be
required for any amendment of the Plan that either (A) materially increases the number of shares of Class A Common Stock
available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the
Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which
shares of Class A Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or (E)
expands the types of Awards available for issuance under the Plan. Except as provided above, rights under any Award granted
before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent
of the affected Participant, and (2) such Participant consents in writing.


 



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(vii)       To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on
corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options
or (C) Rule 16b-3.


 


(viii)      To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any
specified limits in the Plan that are not subject to Board discretion; provided however, that except with respect to amendments
that disqualify or impair the status of an Incentive Stock Option, a Participant’s rights under any Award shall not be impaired
by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents
in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, the Board may amend the terms
of any one or more Awards without the affected Participant’s consent if necessary to maintain the qualified status of the
Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code.


 


(ix)         Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)          To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States.


 


(c)          Delegation
to Committee.


 


(i)          General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan
is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter
be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Committee may, at any time, abolish the subcommittee and/or revest in the
Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with
the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(ii)         Section
162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section
162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.


 



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(d)          Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate
Employees who are providing Continuous Service to the Company or any of its Subsidiaries who are not Officers to be recipients
of Options and Stock Appreciation Rights (and, to the extent permitted by applicable law, other Stock Awards) and the terms thereof,
and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided,
however, that the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that may
be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself.
Notwithstanding the foregoing, the Board may not delegate authority to an Officer to determine the Fair Market Value pursuant to
Section 13(w)(iii) below.


 


(e)          Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not
be subject to review by any person and shall be final, binding and conclusive on all persons.


 


(f)          Cancellation
and Re-Grant of Stock Awards. Neither the Board nor any Committee shall have the authority to: (i) reduce the exercise price
of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock Appreciation
Rights that have an exercise price or strike price greater than the current Fair Market Value of the Class A Common Stock in exchange
for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve
(12) months prior to such an event. Notwithstanding the foregoing, the Board or Committee shall have the authority, without the
approval of the Company’s stockholders, to cancel outstanding Options or Stock Appreciation Rights that have an exercise
price or strike price greater than the current Fair Market Value of the Class A Common Stock in exchange only for a nominal cash
payment of consideration as necessary to effect a cancellation of the Award, provided that such cancellation is not treated as
a repricing under United States generally accepted accounting principles.


 


3.           Shares
Subject to the Plan.


 


(a)          Share
Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Class A
Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date shall not exceed seventeen million
seven hundred fifty-one thousand five hundred twenty-eight (17,751,528) shares (the “Share
Reserve”), which number is the sum of (i) 4,183,697, which is equal to the number of shares subject to the
Prior Plan’s Available Reserve, (ii) an additional 8,700,000 new shares, plus (iii) a maximum of 4,867,831 Returning
Shares (which number consists of 633,842 which are available for issuance as of March 30, 2012 and 4,233,989 shares which
remain subject to stock awards under the Prior Plan as of March 30, 2012, as such shares become available from time to time).
The number of shares available for issuance under the Plan shall be reduced by one (1) share for each share of Class A Common
Stock issued pursuant to any Stock Award granted under the Plan. For clarity, the number of shares reserved for issuance in
this Section 3(a) is a limitation on the number of shares of the Class A Common Stock that may be issued pursuant to the
Plan and does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection
with a merger or acquisition as permitted by, as applicable, NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed
Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance shall not reduce
the number of shares available for issuance under the Plan. Furthermore, if a Stock Award or any portion thereof (i) expires
or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash
(i.e., the Participant receives cash rather than stock), such expiration, termination or settlement shall not reduce
(or otherwise offset) the number of shares of Class A Common Stock that may be available for issuance under the Plan.


 



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(b)          Reversion
of Shares to the Share Reserve. If any shares of Class A Common Stock issued pursuant to a Stock Award are forfeited back
to the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant,
then the shares that are forfeited shall revert to and again become available for issuance under the Plan. Any shares
reacquired by the Company pursuant to Section 8(g)  or as consideration for the exercise of an Option shall again become
available for issuance under the Plan.


 


(c)          Incentive
Stock Option Limit. Notwithstanding anything to the contrary in this Section 3 and, subject to the provisions of Section
9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Class A Common Stock that may be issued
pursuant to the exercise of Incentive Stock Options shall be seventeen million seven hundred fifty-one thousand five hundred
twenty-eight (17,751,528) shares of Class A Common Stock.


 


(d)          Section
162(m) Limitation on Annual Grants. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such
time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, a maximum of Three Million Five
Hundred Thousand (3,500,000) shares of Class A Common Stock subject to Options, Stock Appreciation Rights and Other Stock Awards
whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of
the Fair Market Value on the date any such Stock Award is granted may be granted to any Participant during any calendar year. Notwithstanding
the foregoing, if any additional Options, Stock Appreciation Rights or Other Stock Awards whose value is determined by reference
to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the
Stock Award are granted to any Participant during any calendar year, compensation attributable to the exercise of such additional
Stock Awards shall not satisfy the requirements to be considered “qualified performance-based compensation” under Section
162(m) of the Code unless such additional Stock Award is approved by the Company’s stockholders.


 


(e)          Source
of Shares. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Class A Common Stock,
including shares repurchased by the Company on the open market or otherwise.


 


4.            Eligibility.


     





(a)          Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code). Stock Awards
other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, Nonstatutory
Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to
any “parent” of the Company, as such term is defined in Rule 405 promulgated under the Securities Act, unless
the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code
because the Stock Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock
Awards comply with the distribution requirements of Section 409A of the Code.



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(b)          Ten
Percent Stockholders. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of
such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable
after the expiration of five (5) years from the date of grant.


 








5.           Provisions
relating to Options and Stock Appreciation Rights.




 


Each Option or SAR
shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates shall be issued for shares of Class A Common Stock purchased on exercise of each type of Option. If
an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Option Agreement or Stock Appreciation
Right Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or
otherwise) the substance of each of the following provisions:


 


(a)          Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR shall be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement.


 


(b)          Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price (or strike price) of each
Option or SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Class A Common Stock subject to
the Option or SAR on the date the Option or SAR is granted. Notwithstanding the foregoing, an Option or SAR may be granted with
an exercise price (or strike price) lower than one hundred percent (100%) of the Fair Market Value of the Class A Common Stock
subject to the Option or SAR if such Option or SAR is granted pursuant to an assumption of or substitution for another option or
stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and,
if applicable, 424(a) of the Code. Each SAR will be denominated in shares of Class A Common Stock equivalents.


 


(c)          Purchase
Price for Options. The purchase price of Class A Common Stock acquired pursuant to the exercise of an Option shall be paid,
to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods
of payment set forth below. The Board shall have the authority to grant Options that do not permit all of the following methods
of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company
to utilize a particular method of payment. The permitted methods of payment are as follows:


 



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(i)          by
cash, check, bank draft or money order payable to the Company;


 


(ii)         pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)        by
delivery to the Company (either by actual delivery or attestation) of shares of Class A Common Stock;


 


(iv)        if
the option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Class A Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value
that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment
from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in
the number of whole shares to be issued; provided, further, that shares of Class A Common Stock will no longer be subject
to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the
exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise,
and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v)         in
any other form of legal consideration that may be acceptable to the Board.


 


(d)          Exercise
and Payment of a SAR. To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of
exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation
Right. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal
to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number
of shares of Class A Common Stock equal to the number of Class A Common Stock equivalents in which the Participant is vested under
such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date,
over (B) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation Right. The appreciation
distribution in respect to a Stock Appreciation Right may be paid in Class A Common Stock, in cash, in any combination of the two
or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing
such Stock Appreciation Right.


 


(e)          Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs
as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on
the transferability of Options and SARs shall apply:


 



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(i)          Restrictions
on Transfer. An Option or SAR shall not be transferable except by will or by the laws of descent and distribution and shall
be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may, in
its sole discretion, permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws
upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for
consideration.


 


(ii)         Domestic
Relations Orders. Notwithstanding the foregoing, an Option or SAR may be transferred pursuant to a domestic relations order;
provided, however, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock
Option as a result of such transfer.


 


(iii)        Beneficiary
Designation. Notwithstanding the foregoing, the Participant may, by delivering written notice to the Company, in a form provided
by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises, designate a third
party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option or SAR and receive
the Class A Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor
or administrator of the Participant’s estate shall be entitled to exercise the Option or SAR and receive the Class A Common
Stock or other consideration resulting from such exercise.


 


(f)          Vesting
Generally. The total number of shares of Class A Common Stock subject to an Option or SAR may vest and therefore become exercisable
in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the
time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria)
as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section
5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Class A Common Stock as to which an Option
or SAR may be exercised.


 


(g)          Termination
of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s death
or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Award as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period
specified in the applicable Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award
Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time
specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate.


 



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(h)          Extension
of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance
of shares of Class A Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR
shall terminate on the earlier of (i) the expiration of a total period of three (3) months (that need not be consecutive) after
the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation
of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award
Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the immediate sale of any Class
A Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR shall terminate on the
earlier of (i) the expiration of a period equal to the applicable post-termination exercise period after the termination of the
Participant’s Continuous Service during which the sale of the Class A Common Stock received upon exercise of the Option or
SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or
SAR as set forth in the applicable Award Agreement.


 


(i)          Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant
may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the
date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), or
(ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service,
the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable),
the Option or SAR (as applicable) shall terminate.


 


(j)          Death
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the
Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s
Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was
entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the
right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the
Participant’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months following the
date of death (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of such Option
or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within
the time specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate.


 


(k)          Termination
for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement
between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause,
the Option or SAR shall terminate immediately upon such Participant’s termination of Continuous Service, and the Participant
shall be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.


 



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(l)          Non-Exempt
Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the
Fair Labor Standards Act of 1938, as amended, shall be first exercisable for any shares of Class A Common Stock until at least
six months following the date of grant of the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the
Worker Economic Opportunity Act, (i) in the event of the Participant’s death or Disability, (ii) upon a Corporate Transaction
in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s
retirement (as such term may be defined in the Participant’s Award Agreement or in another applicable agreement or in accordance
with the Company’s then current employment policies and guidelines), any such vested Options and SARs may be exercised earlier
than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt
employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.


 


6.           Provisions
of Stock Awards other than Options and SARs.


 


(a)          Restricted
Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the
Board’s election, shares of Class A Common Stock may be (i) held in book entry form subject to the Company’s instructions
until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate
shall be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical;
provided, however, that each Restricted Stock Award Agreement shall conform to (through incorporation of the provisions
hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


 


(i)          Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company,
(B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that
may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)         Vesting.
Shares of Class A Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company
in accordance with a vesting schedule to be determined by the Board.


 


(iii)        Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive
through a forfeiture condition or a repurchase right any or all of the shares of Class A Common Stock held by the Participant that
have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)        Transferability.
Rights to acquire shares of Class A Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant
only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its
sole discretion, so long as Class A Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms
of the Restricted Stock Award Agreement.


 



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(v)         Dividends.
A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting
and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)          Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions
as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to
time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided, however,
that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof by reference
in the Agreement or otherwise) the substance of each of the following provisions:


 


(i)          Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Class A Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if
any) by the Participant for each share of Class A Common Stock subject to a Restricted Stock Unit Award may be paid in any form
of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)         Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions
on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)        Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Class A Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)        Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such
restrictions or conditions that delay the delivery of the shares of Class A Common Stock (or their cash equivalent) subject to
a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)         Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Class A Common Stock covered by a Restricted Stock
Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the
Board, such dividend equivalents may be converted into additional shares of Class A Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited
by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock
Unit Award Agreement to which they relate.


 



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(vi)        Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement,
such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination
of Continuous Service.


 


(c)          Performance
Awards.


 


(i)          Performance
Stock Awards. A Performance Stock Award is a Stock Award that may vest or may be exercised contingent upon the attainment
during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion
of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved
during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall
be conclusively determined by the Committee, in its sole discretion. The maximum number of shares covered by an Award that
may be granted to any Participant in a calendar year attributable to Stock Awards described in this Section 6(c)(i) (whether the
grant, vesting or exercise is contingent upon the attainment during a Performance Period of the Performance Goals) shall not
exceed three million five hundred thousand (3,500,000) shares of Class A Common Stock. The Board may provide for or, subject
to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance
Stock Award to be deferred to a specified date or event. In addition, to the extent permitted by applicable law and the
applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.


 


(ii)         Performance
Cash Awards. A Performance Cash Award is a cash award that may be paid contingent upon the attainment during a Performance
Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous
Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved
during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be
conclusively determined by the Committee, in its sole discretion. In any calendar year, the Committee may not grant a Performance
Cash Award that has a maximum value that may be paid to any Participant in excess of one million dollars ($1,000,000). The Board
may provide for or, subject to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment
of any Performance Cash Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance
Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance
Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.


 


(iii)        Board
Discretion. The Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment
of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period.


 



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(iv)        Section
162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect
to an Award intended to qualify as “performance-based compensation” thereunder, the Committee shall establish the Performance
Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date
ninety (90) days after the commencement of the applicable Performance Period, or (b) the date on which twenty-five percent (25%)
of the Performance Period has elapsed, and in either event at a time when the achievement of the applicable Performance Goals remains
substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any Performance Goals
and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase
in the value of the Class A Common Stock). Notwithstanding satisfaction of any completion of any Performance Goals, to the extent
specified at the time of grant of an Award to “covered employees” within the meaning of Section 162(m) of the Code,
the number of shares of Class A Common Stock, Options, cash or other benefits granted, issued, retainable and/or vested under an
Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations
as the Committee, in its sole discretion, shall determine.


 


(d)          Other
Stock Awards. Other forms of Stock Awards valued in whole or in part by reference
to, or otherwise based on, Class A Common Stock, including the appreciation in value thereof (e.g., options or stock rights with
an exercise price or strike price less than 100% of the Fair Market Value of the Class A Common Stock at the time of grant) may
be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section
6. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the persons to whom and
the time or times at which such Other Stock Awards will be granted, the number of shares of Class A Common Stock (or the cash equivalent
thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.


 








7.           Covenants
of the Company.


 







(a)          Availability
of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Class
A Common Stock reasonably required to satisfy such Stock Awards.


 


(b)          Securities
Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Stock Awards and to issue and sell shares of Class A Common Stock upon exercise of the
Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Class A Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable
efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company
deems necessary for the lawful issuance and sale of Class A Common Stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell Class A Common Stock upon exercise of such Stock Awards unless and until such authority
is obtained. A Participant shall not be eligible for the grant of a Stock Award or the subsequent issuance of Class A Common Stock
pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law.


 



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(c)          No
Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation to any Participant to advise such holder
as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not
be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock
Award.


 


8.           Miscellaneous.


 







(a)          Use
of Proceeds from Sales of Class A Common Stock. Proceeds from the sale of shares of Class A Common Stock pursuant to Stock
Awards shall constitute general funds of the Company.


 


(b)          Corporate
Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant
shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when
the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the
Participant.


 


(c)          Stockholder
Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares
of Class A Common Stock subject to such Stock Award unless and until (i) such Participant has satisfied all requirements for exercise
of the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Class A Common Stock subject to such Stock
Award has been entered into the books and records of the Company.


 


(d)          No
Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other
instrument executed thereunder or in connection with any Award granted pursuant thereto shall confer upon any Participant
any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or
shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and
with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company
or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions
of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e)          Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Class
A Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options
or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 



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(f)          Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Class A Common Stock under any
Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Class A Common Stock subject to the Stock Award for the Participant’s own account
and not with any present intention of selling or otherwise distributing the Class A Common Stock. The foregoing requirements, and
any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or
acquisition of Class A Common Stock under the Stock Award has been registered under a then currently effective registration statement
under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel
to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Class A Common
Stock.


 


(g)          Withholding
Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its
sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means
or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding shares of
Class A Common Stock from the shares of Class A Common Stock issued or otherwise issuable to the Participant in connection with
the Award; provided, however, that no shares of Class A Common Stock are withheld with a value exceeding the minimum amount
of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as
a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment
from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.


 


(h)          Electronic
Delivery. Any reference herein to a “written” agreement or document shall include any agreement or document delivered
electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which
the Participant has access).


 


(i)           Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Class A Common
Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may
establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in
accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while
a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of
Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following
the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions
of the Plan and in accordance with applicable law.


 



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(j)          Compliance
with Section 409A. To the extent that the Board determines that any Award granted hereunder is subject to Section 409A of the
Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences
specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance
with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically
provides otherwise), if the shares of Class A Common Stock are publicly traded and a Participant holding an Award that constitutes
“deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section
409A of the Code, no distribution or payment of any amount shall be made upon a “separation from service” before a
date that is six (6) months following the date of such Participant’s “separation from service” (as defined in
Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s
death.








 


		9.	Adjustments
Upon Changes In Stock; Other Corporate Events.



 


(a)          Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the
class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of
securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and
maximum number of securities that may be awarded to any person pursuant to Sections 3(d) and 6(c)(i) , and (iv) the class(es) and number
of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its
determination shall be final, binding and conclusive.


 


(b)          Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of
the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Class A Common
Stock not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate immediately prior to the
completion of such dissolution or liquidation, and the shares of Class A Common Stock subject to the Company’s repurchase
rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder
of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause
some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent
such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent
on its completion.


 


(c)          Corporate
Transaction. The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless otherwise
provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the
Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate
Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with
respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:


 



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(i)          arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume
or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii)         arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Class A Common Stock issued pursuant
to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company);


 


(iii)        accelerate
the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to
a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine
such a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Stock Award
terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;


 


(iv)        arrange
for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 


(v)         cancel
or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the
Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
or


 


(vi)        make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Stock Award, over (B) any exercise price payable by such holder in connection with
such exercise.


 


The Board need not take the same action
or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.


 


(d)          Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in
Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration shall occur.


 


10.         Termination
or Suspension of the Plan.


 


(a)          Plan
Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan shall automatically
terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii)
the date the Plan is approved by the stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended
or after it is terminated.


 



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(b)          No
Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted
while the Plan is in effect except with the written consent of the affected Participant.


 


11.         Effective
Date of Plan.


 


This Plan shall become
effective on the Effective Date.


 


12.         Choice
of Law.


 


The laws of the State
of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
that state’s conflict of laws rules.


 


13.         Definitions.
As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:


 


(a)          
“Affiliate” means, at the time of determination, any “parent” or “subsidiary”
of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board shall have the authority to
determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing
definition.


 


(b)          “Award”
means a Stock Award or a Performance Cash Award.


 


(c)          “Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of
an Award.


 


(d)          “Board”
means the Board of Directors of the Company.


 


(e)          “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Class A Common Stock
subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company
through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than
cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in
corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting
Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not
be treated as a Capitalization Adjustment.


 


(f)          “Cause”
shall have the meaning ascribed to such term in any written agreement between the Participant and the Company defining
such term and, in the absence of such agreement, such term shall mean, with respect to a Participant,
the occurrence of any of the following events that has a material negative impact on the business or reputation of the Company:
(i) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company;
(ii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company
or of any statutory duty owed to the Company; (iii)  such Participant’s unauthorized use or disclosure of the Company’s
confidential information or trade secrets; or (iv) such Participant’s gross misconduct. The determination that a termination
of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company, in its sole discretion.
Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes
of outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the
Company or such Participant for any other purpose.


 



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(g)          “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following:


 


(i)          any
Exchange Act Person (other than Larry Ellison, Michael Milken, Lowell Milken, or any combination of the foregoing) becomes 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 other than by virtue of a merger, consolidation or similar transaction.


 


(ii)         there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation
or similar transaction, in each case in substantially the same proportions as their Ownership of the
outstanding voting securities of the Company immediately prior to such transaction;


 


(iii)        the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)        there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such sale, lease, license or other disposition; or


 


Notwithstanding the
foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other
transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control
(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede
the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change
in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply.


 



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(h)          “Class
A Common Stock” means the Class A common stock of the Company.


 


(i)          “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(j)          “Committee”
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


(k)          “Company”
means LeapFrog Enterprises, Inc., a Delaware corporation.


 


(l)          “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, shall
not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding
the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement
under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.


 


(m)          “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall
not terminate a Participant’s Continuous Service; provided, however, if the Entity for which a Participant is rendering
services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous
Service shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted
by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of (i) any leave of absence approved by the Board or Chief Executive Officer,
including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their
successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in
a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any
leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.


 


(n)          “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)          a
sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii)         a
sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 



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(iii)        a
merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)        a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Class A
Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue
of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(o)          “Covered
Employee” shall have the meaning provided in Section 162(m)(3) of the Code.


 


(p)          “Director”
means a member of the Board.


 


(q)          “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i)
of the Code, and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the
circumstances.


 


(r)          “Effective
Date” means June 2, 2011.


 


(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.


 



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(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.


 


(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.


 



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(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.


 



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(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 restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable,
for non-U.S. dollar denominated Performance Goals; (3) to exclude the effects of changes to generally accepted accounting principles;
(4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any “extraordinary
items” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions
or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during
the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares
of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders
other than regular cash dividends; and (9) to exclude the effect of any other unusual, non-recurring gain or loss or other extraordinary
item.


 


(mm)         “Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals
will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance
Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(nn)         “Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).


 


(oo)         “Plan”
means this LeapFrog Enterprises, Inc. 2011 Equity and Incentive Plan.


 


(pp)         “Restricted
Stock Award” means an award of shares of Class A Common Stock which is granted pursuant to the terms and conditions
of Section 6(a).


 


(qq)         “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms
and conditions of the Plan.


 


(rr)         “Restricted
Stock Unit Award” means a right to receive shares of Class A Common Stock which is granted pursuant
to the terms and conditions of Section 6(b).


 



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(ss)         “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement
shall be subject to the terms and conditions of the Plan.


 


(tt)         “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


 


(uu)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(vv)         “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on
Class A Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(ww)         “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be
subject to the terms and conditions of the Plan.


 


(xx)        “Stock
Award” means any right to receive Class A Common Stock granted under the Plan, including an Incentive Stock Option,
a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance
Stock Award or any Other Stock Award.


 


(yy)         “Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.


 


(zz)         “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the
time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company
or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits
or capital contribution) of more than fifty percent (50%).


 


(aaa)        “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 



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