X0303 4 2009-05-15 0001138951 LEAPFROG ENTERPRISES INC LF 0001203579 MCKEE E STANTON JR LEAPFROG ENTERPRISES, INC. 6401 HOLLIS STREET EMERYVILLE CA 94608 1 0 0 0 Nonqualified Stock Option (right to buy) 2.75 2009-05-15 4 A 0 35000 0 A 2019-05-15 Class A Common 35000 35000 D Granted under Issuer's 2002 Non-Employee Directors' Stock Award Plan. The option becomes exercisable, if at all, when the average closing price of the Company's Class A common stock on the NYSE across all trading days during a consecutive 90-day period that occurs after the grant date and during the term of the option equals or exceeds $4.00 per share (such condition of vesting, the "Price Condition"). In addition, subject to the Price Condition, the option will vest over three years commencing May 15, 2009 in equal monthly installments. Any option shares that would, but for the Price Condition, have vested according to the vesting schedule above will vest when the Price Condition is met. Peter M.O. Wong, Attorney-in-Fact on behalf of E. Stanton McKee, Jr. 2009-05-19