X0202 4 2008-06-09 0001138951 LEAPFROG ENTERPRISES INC LF 0001280233 SMITH RALPH R THE ANNIE E. CASEY FOUNDATION 701 ST. PAUL STREET BALTIMORE MD 21202 1 0 0 0 Non-qualified stock option (right to buy) 11.35 2008-06-09 4 D 0 30000 D 2015-04-01 Class A Common 30000 0 D Non-qualified stock option (right to buy) 11.30 2008-06-09 4 D 0 3750 D 2015-07-01 Class A Common 3750 0 D Non-qualified stock option (right to buy) 10.10 2008-06-09 4 D 0 15000 D 2016-07-03 Class A Common 15000 0 D Non-qualified stock option (right to buy) 10.25 2008-06-09 4 D 0 15000 D 2017-07-02 Class A Common 15000 0 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 21586 0 A 2015-04-01 Class A Common 21586 21586 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 2757 0 A 2015-07-01 Class A Common 2757 2757 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 13143 0 A 2016-07-03 Class A Common 13143 13143 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 13406 0 A 2017-07-02 Class A Common 13406 13406 D On June 9, 2008, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on April 1, 2005 under the issuer's 2002 Non-employee Director Stock Award Plan. In exchange for the option, the reporting person received 21,586 non-qualified stock options. The canceled options were 100% vested. On June 9, 2008, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 1, 2005 under the issuer's 2002 Non-employee Director Stock Award Plan. In exchange for the option, the reporting person received 2,757 non-qualified stock options. The cancelled options provided for vesting in 36 equal monthly installments commencing August 1, 2005 On June 9, 2008, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 3, 2006 under the issuer's 2002 Non-employee Director Stock Award Plan. In exchange for the option, the reporting person received 13,143 non-qualified stock options. The canceled options provided for vesting in 36 equal monthly installments commencing August 1, 2006. On June 9, 2008, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on July 2, 2007 under the issuer's 2002 Non-employee Director Stock Award Plan. In exchange for the option, the reporting person received 13,406 non-qualified stock options. The canceled options provided for vesting in 36 equal monthly installments commencing August 1, 2007. Options granted under the issuer's 2002 Equity Incentive Plan. The options vest 100% on June 9, 2009. Options granted under the issuer's 2002 Equity Incentive Plan. The options vest as follows: 12,778 options vest on June 9, 2009 and 365 options vest on July 3, 2009. Option granted under the issuer's 2002 Equity Incentive Plan. The options vest as follows: 8,565 options vest on June 9, 2009 and the remaining options vest in 13 equal monthly installments commencing July 2, 2009. Peter M.O. Wong, Attorney-in-Fact on behalf of Ralph R. Smith 2008-06-11