X0306 4 2016-04-04 0 0001138951 LEAPFROG ENTERPRISES INC LF 0001168024 BARBOUR JOHN LEAPFROG ENTERPRISES, INC. 6401 HOLLIS STREET, SUITE 100 EMERYVILLE CA 94608 1 1 0 0 Chief Executive Officer Class A Common Stock 2016-04-04 4 U 0 414939 1 D 0 D Class A Common Stock 2016-04-04 4 M 0 27500 A 27500 D Class A Common Stock 2016-04-04 4 U 0 27500 1 D 0 D Class A Common Stock 2016-04-04 4 M 0 165000 A 165000 D Class A Common Stock 2016-04-04 4 U 0 165000 1 D 0 D Class A Common Stock 2016-04-04 4 M 0 301400 A 301400 D Class A Common Stock 2016-04-04 4 U 0 301400 1 D 0 D Restricted Stock Unit (right to acquire) 2016-04-04 4 M 0 27500 0 D 2017-03-15 Class A Common Stock 27500 0 D Restricted Stock Unit (right to acquire) 2016-04-04 4 M 0 165000 0 D 2018-04-15 Class A Common Stock 165000 0 D Restricted Stock Unit (right to acquire) 2016-04-04 4 M 0 301400 0 D 2019-04-15 Class A Common Stock 301400 0 D All Restricted Stock Units vested in accordance with Agreement and Plan of Merger among LeapFrog Enterprises, Inc., VTech Acquisition Sub, L.L.C. and VTech Holdings Limited dated February 5, 2016 (the "Merger Agreement"). Restricted Stock Units convert in Class A Common Stock on a one-for-one basis. Granted 3/15/2013 under the Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vested as to 25% of the shares on 3/15/2014, 3/15/2015, 3/15/2016 and 3/15/2017, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. Granted 4/15/2014 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vested 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. Granted 4/15/2015 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vest 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. /s/ Robert L. Lattuga, Attorney-in-Fact on behalf of John Barbour 2016-04-06