X0202 4 2008-06-09 0001138951 LEAPFROG ENTERPRISES INC LF 0001215002 KALINSKE THOMAS J LEAPFROG ENTERPRISES, INC. 6401 HOLLIS STREET EMERYVILLE CA 94608 1 0 0 0 Non-qualified stock option (right to buy) 12.50 2008-06-09 4 D 0 97223 D 2012-04-11 Class A Common 97223 0 D Non-qualified stock option (right to buy) 22.25 2008-06-09 4 D 0 95000 D 2014-04-20 Class A Common 95000 0 D Non-qualified stock option (right to buy) 22.25 2008-06-09 4 D 0 95000 D 2014-04-20 Class A Common 95000 0 D Non-qualified stock option (right to buy) 12.47 2008-06-09 4 D 0 100000 D 2015-08-01 Class A Common 100000 0 D Non-qualified stock option (right to buy) 12.47 2008-06-09 4 D 0 20000 D 2015-08-01 Class A Common 20000 0 D Non-qualified stock option (right to buy) 10.67 2008-06-09 4 D 0 80000 D 2016-04-05 Class A Common 80000 0 D Non-qualified stock option (right to buy) 10.25 2008-06-09 4 D 0 7500 D 2017-07-02 Class A Common 7500 0 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 45906 0 A 2012-04-11 Class A Common 45906 45906 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 17268 0 A 2014-04-20 Class A Common 17268 17268 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 17268 0 A 2014-04-20 Class A Common 17268 17268 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 65033 0 A 2015-08-01 Class A Common 65033 65033 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 13006 0 A 2015-08-01 Class A Common 13006 13006 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 65543 0 A 2016-04-05 Class A Common 65543 65543 D Non-qualified stock option (right to buy) 9.14 2008-06-09 4 A 0 6703 0 A 2017-07-02 Class A Common 6703 6703 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 11, 2002 under the issuer's 2002 Equity Incentive Plan. In exchange for the option, the reporting person received 45,906 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 April 20, 2004 under the issuer's 2002 Equity Incentive Plan. In exchange for the option, the reporting person received 17,268 non-qualified stock options. On June 9, 2008, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on August 1, 2005 under the issuer's 2002 Equity Incentive Plan. In exchange for the option, the reporting person received 65,033 non-qualified stock options. The cancelled options provided for vesting in 48 equal monthly installments commencing May 12, 2005. On June 9, 2008, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on August 1, 2005 under the issuer's 2002 Equity Incentive Plan. In exchange for the option, the reporting person received 13,006 non-qualified stock options. On June 9, 2008, the issuer canceled, pursuant to the issuer's option exchange program, an option granted to the reporting person on April 5, 2006 under the issuer's 2002 Equity Incentive Plan. In exchange for the option, the reporting person received 65,543 non-qualified stock options. The cancelled options provided for vesting in 48 equal monthly installments commencing May 5, 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-employe Director Stock Award Plan. In exchange for the option, the reporting person received 6,703 non-qualified stock options. The cancelled options provided for vesting in 36 equal monthly installments commendincing August 2, 2007. Options granted under the issuer's 2002 Equity Incentive Plan. The options vest 100% on June 9, 2009. Option granted under the issuer's 2002 Equity Incentive Plan. The options vest as follows: 51,888 options vest on June 9, 2009 and the remaining options vest in 10 equal monthly installments commencing June 27, 2009. Option granted under the issuer's 2002 Equity Incentive Plan. The options vest as follows: 4,282 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 Thomas J. Kalinske 2008-06-11