0001193125-06-143368 Sample Contracts

LEAPFROG ENTERPRISES, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • July 10th, 2006 • Leapfrog Enterprises Inc • Games, toys & children's vehicles (no dolls & bicycles) • California

This option (i) is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) is not subject to, and is granted outside of, the Company’s 2002 Equity Incentive Plan; and (iii) is granted pursuant to the employment inducement award exemption from stockholder approval under NYSE Listed Company Manual Section 303A.08.

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EMPLOYMENT AGREEMENT
Employment Agreement • July 10th, 2006 • Leapfrog Enterprises Inc • Games, toys & children's vehicles (no dolls & bicycles) • California

THIS EMPLOYMENT AGREEMENT, entered into as of July 3, 2006 (“Agreement”), is made between LeapFrog Enterprises, Inc., a Delaware corporation (the “Company”), and Thomas J. Kalinske (“Executive”) (collectively with the Company, the “Parties”).

EMPLOYMENT AGREEMENT
Stock Option Agreement • July 10th, 2006 • Leapfrog Enterprises Inc • Games, toys & children's vehicles (no dolls & bicycles) • California

THIS EMPLOYMENT AGREEMENT (“Agreement”), is entered into between LEAPFROG ENTERPRISES, INC., a Delaware corporation (the “Company”), and JEFFREY G. KATZ (“Executive”) and shall be deemed effective as of July 3, 2006 (the “Effective Date”). The Company and Executive are each separately referred to as a “Party” and collectively as the “Parties.”

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