X0203 3 2010-03-01 0 0001138951 LEAPFROG ENTERPRISES INC LF 0001485971 Chai Michael Y LEAPFROG ENTERPRISES, INC. 6401 HOLLIS STREET EMERYVILLE CA 94608 0 1 0 0 EVP Product Dev & Engineering Class A Common Stock 21548 D Non-qualified Stock Option (right to buy) 1.41 2010-03-16 2019-03-16 Class A Common 30000 D Non-qualified Stock Option (right to buy) 2.75 2010-05-15 2019-05-15 Class A Common 91200 D Non-qualified Stock Option (right to buy) 3.79 2009-06-09 2015-08-01 Class A Common 18311 D Non-qualified Stock Option (right to buy) 3.79 2006-06-17 2016-05-17 Class A Common 5302 D Non-qualified Stock Option (right to buy) 3.79 2007-10-30 2016-10-30 Class A Common 35927 D Non-qualified Stock Option (right to buy) 3.79 2007-10-30 2016-10-30 Class A Common 13788 D Non-qualified Stock Option (right to buy) 3.79 2007-10-30 2016-10-30 Class A Common 10944 D Non-qualified Stock Option (right to buy) 3.79 2008-03-01 2017-03-15 Class A Common 2726 D Non-qualified Stock Option (right to buy) 3.79 2007-10-17 2017-09-17 Class A Common 11919 D Non-qualified Stock Option (right to buy) 3.79 2007-10-15 2017-10-15 Class A Common 1351 D Non-qualified Stock Option (right to buy) 3.79 2008-10-15 2018-09-15 Class A Common 10528 D Non-qualified Stock Option (right to buy) 4.04 2010-11-16 2019-11-16 Class A Common 25000 D Restricted Stock Unit (right to acquire) 0 2008-09-17 2011-09-17 Class A Common 3750 D Restricted Stock Unit (right to acquire) 0 2009-09-15 2018-09-15 Class A Common 5963 D Granted 3/16/2009 under the Issuer's 2002 Equity Incentive Plan. The option vests with respect to 50% of the shares on 3/16/2010 and the remainder vests in 12 equal monthly installments commencing 4/16/2010. Granted 5/15/2009 under the Issuer's 2002 Equity Incentive Plan. The option was subject to an exercisability condition providing that it would become 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 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. Granted 8/27/2009 under the Issuer's 2002 Equity Incentive Plan as part of an option exchange program for options previously granted on June 9, 2008. The option is vested with respect to 100% of the shares as of the date of this filing. Granted 8/27/2009 under the Issuer's 2002 Equity Incentive Plan as part of an option exchange program for options previously granted on 5/17/2006. The option vests in 48 equal monthly installments commencing 5/17/2006. Granted 8/27/2009 under the Issuer's 2002 Equity Incentive Plan as part of an option exchange program for options previously granted on 10/30/2006. The option vests with respect to 25% of the shares on 10/30/2007 and the remainder vests in 36 equal monthly installments commencing 11/30/2007. Granted 8/27/2009 under the Issuer's 2002 Equity Incentive Plan as part of an option exchange program for options previously granted on 3/15/2007. The option is vested with respect to 100% of the shares as of the date of this filing. Granted 8/27/2009 under the Issuer's 2002 Equity Incentive Plan as part of an option exchange program for options previously granted on 9/17/2007. The option vests in 48 equal monthly installments commencing 9/17/2007. Granted 8/27/2009 under the Issuer's 2002 Equity Incentive Plan as part of an option exchange program for options previously granted on 10/15/2007. The option vests in 48 equal monthly installments commencing 9/17/2007. Granted 8/27/2009 under the Issuer's 2002 Equity Incentive Plan as part of an option exchange program for options previously granted on 9/15/2008. The option vests in 48 equal monthly installments commencing 9/17/2007. Granted 11/16/2009 under the Issuer's 2002 Equity Incentive Plan. The option vests with respect to 25% of the shares on 11/16/2010 and the remainder vest in 36 equal monthly installments commencing 12/16/2010. Granted 9/17/2007 under the Issuer's 2002 Equity Incentive Plan. The original grant was for 7,500 restricted stock units vesting 25% annually over four years on the following dates: 9/17/2008, 9/17/2009, 9/17/2010 and 9/17/2011. Granted 9/15/2008 under the Issuer's 2002 Equity Incentive Plan. The original grant was for 7,950 restricted stock units vesting 25% annually over four years on the following dates: 9/15/2009, 9/15/2010, 9/15/2011 and 9/15/2012. Michael Y. Chai 2010-03-10