Form of Stock Option Agreement



 EXHIBIT 10.01 
 LEAPFROG ENTERPRISES, INC. 
 2002 EQUITY INCENTIVE PLAN 
 STOCK OPTION
AGREEMENT 
 (INCENTIVE STOCK OPTION OR
NONSTATUTORY STOCK OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant
Notice”) and this Stock Option Agreement, LeapFrog Enterprises, Inc. (the “Company”) has granted you an option under its 2002 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s
Class A Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the
Plan. 
 The details of your option are as follows: 
 1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous
Service. 
 2. NUMBER OF SHARES AND EXERCISE
PRICE. The number of shares of Class A Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments. 
 3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any
part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following: 
 (a) Bank draft or money order payable to the Company. 
 (b) In the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Class A Common Stock is publicly traded and quoted regularly in The Wall
Street Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Class A Common Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. 
 (c) Provided that at
the time of exercise the Class A Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery of already-owned shares of Class A Common Stock either that you have held for the period required to avoid
a charge to the Company’s reported earnings (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned free and clear of any liens, claims, encumbrances or security interests, and that
are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of
such shares of Class A Common Stock in a form approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Class A Common Stock to the extent such tender would violate the provisions
of any law, regulation or agreement restricting the redemption of the Company’s stock. 
  

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 (d) Provided that at the time of exercise the Company has adopted FAS 123, as revised, by a
“net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company shall accept a cash or other payment from you to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be
issued; provided further, however, that shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter to the extent that (1) shares are used to pay the exercise price pursuant to the
“net exercise,” (2) shares are delivered to you as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations. 
 4. WHOLE SHARES. You may exercise your option only for whole shares of Class A Common Stock. 
 5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you
may not exercise your option unless the shares of Class A Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Class A Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not
exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 
 6. TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on the Date of Grant and expires upon the earliest of the following:

 (a) three (3) months after the termination of your Continuous Service for any reason other than your Disability or death,
provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the above section “Securities Law Compliance,” your option shall not expire until the earlier
of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; 
 (b) six (6) months after the termination of your Continuous Service due to your Disability; 
 (c) six (6) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates; 
 (d) the Expiration Date indicated in your Grant Notice; or 
 (e) the day before the tenth (10th) anniversary of the Date of Grant. 
 If your option is an
Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months
before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances
for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your 

  

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employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an
Affiliate terminates. 
 7. EXERCISE. 
 (a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by
delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require. 
 (b) By exercising your option you agree that, as a condition to any exercise
of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option, (2) the lapse
of any substantial risk of forfeiture to which the shares of Class A Common Stock are subject at the time of exercise, or (3) the disposition of shares of Class A Common Stock acquired upon such exercise. 
 (c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Class A Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after
such shares of Class A Common Stock are transferred upon exercise of your option. 
 (d) By exercising your option you agree that
you shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the
Company held by you, for a period of time specified by the managing underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Company filed under the Securities Act, other than
a Form S-8 registration statement, (the “Lock Up Period”); provided, however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock Up Period.
You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce
the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this paragraph
(d) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 8.
TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. 
 9. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be
deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
  

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 10. WITHHOLDING OBLIGATIONS. 
 (a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

 (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal
conditions or restrictions, the Company may withhold from fully vested shares of Class A Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Class A Common Stock having a Fair Market Value,
determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting). If the date of determination of any tax
withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the
Code, covering the aggregate number of shares of Class A Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of
exercise of your option. Notwithstanding the filing of such election, shares of Class A Common Stock shall be withheld solely from fully vested shares of Class A Common Stock determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 
 (c) You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may
not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Class A Common Stock or release such shares of Class A Common Stock from
any escrow provided for herein unless such obligations are satisfied. 
 11. NOTICES. Any notices provided for
in your option or the Plan shall be given in writing or shall be delivered electronically, and shall be deemed effectively given or delivered upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 
 12.
GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations,
amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your option and those of the Plan, the provisions of the Plan shall control.

 * * * * * 
 This Stock
Option Agreement shall be deemed to be signed by the Company and the Participant upon the electronic acceptance by the Participant of the applicable Stock Option Grant Notice. 
  

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