X0303 4 2009-05-15 0001138951 LEAPFROG ENTERPRISES INC LF 0001268657 KATZ JEFFREY G LEAPFROG ENTERPRISES, INC. 6401 HOLLIS STREET EMERYVILLE CA 94608 1 1 0 0 Chairman, CEO and President Nonqualified Stock Option (right to buy) 2.75 2009-05-15 4 A 0 929400 0 A 2019-05-15 Class A Common 929400 929400 D Granted under Issuer's 2002 Equity Incentive 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 four years as follows: 25% of the option shares will vest on May 15, 2010 with the remaining option shares vesting in 36 equal monthly installments commencing June 15, 2010. 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. Jeffrey G. Katz 2009-05-19