Am. to Exec. Mgmt Severance & Change in Control Benefit Plan



 Exhibit 10.05 

March 30, 2010 
 Michael Dodd 

LeapFrog Enterprises, Inc. 
 6401 Hollis Street

 Emeryville, CA 94608 
  

	Re:	LeapFrog Enterprises, Inc. Executive Management Severance and Change in Control Benefit Plan 


Dear Michael: 
 You previously have been
designated by LeapFrog Enterprises, Inc. (the “Company”) as an “Eligible Employee” under the LeapFrog Enterprises, Inc. Executive Management Severance and Change in Control Benefit Plan (the “Plan”). Section 7(b)
of the Plan permits the Company to amend the Plan at any time up until the period (the “Change in Control Period”) beginning three months before and ending twelve months after a “Change in Control.” During a Change in Control
Period, the Company may not amend the Plan in any way that adversely affects any Eligible Employee’s benefits under the Plan without the express written consent of the Eligible Employee. 

As permitted by Section 7(b) of the Plan, the Company hereby amends the Plan, as it applies to you, by amending the definition of “Good Reason
Resignation” in Section 2(j) to read in its entirety as follows (underlined text indicates changes), effective February 9, 2010: 

(j) “Good Reason Resignation” means a voluntary termination of employment by an Eligible
Employee within sixty (60) days after the occurrence of one of the following events without the Eligible Employee’s consent: 

(i) a material diminution in the Eligible Employee’s authority, duties, or responsibilities (subject to the
clarification in the immediately following sentence); 
 (ii) a reduction in the Eligible
Employee’s Base Salary in an amount greater than ten percent (10%) of the Eligible Employee’s Base Salary prior to such reduction, unless the Base Salary of other similarly-situated employees of LeapFrog is reduced by at least the
same percentage; 
 (iii) a change in the geographic location of the Eligible Employee’s workplace by
more than fifty (50) miles from its previous location; or 







 (iv) a material breach by the Company of the agreement under which
the Eligible Employee is employed. 
 For the avoidance of doubt, any Change in Control, immediately following
which the Eligible Employee does not hold the senior-most position in his or her functional area in the surviving top-most parent company (disregarding for these purposes any company that is an investment fund or other non-operating company),
whether public or private, and does not report directly to the chief executive officer of such top-most parent company shall be regarded as a material diminution in the Eligible Employee’s authority, duties or responsibilities for purposes of
this definition, provided that the Eligible Employee, as a condition of resigning for Good Reason on such basis, shall first have remained in employment with the Company, or its successor, on a full time basis (or on a less than full time basis, as
the Company or its successor shall determine), with a Base Salary that is no less than it was immediately prior to the Change in Control (unadjusted for employment on a less than full time basis), for a period of six (6) months (or such shorter
period as the Company or its successor shall determine) in order to provide transition support to the Company or its successor. 

Prior to any Good Reason Resignation, the Eligible Employee must provide written notice to the Company of the existence of
the Good Reason event within thirty (30) days following the initial existence of the event, and the Company shall have a period of thirty (30) days following such notice to cure the event. If the event is cured within such time period, the
Eligible Employee shall not be entitled to terminate his or her employment pursuant to a Good Reason Resignation. 
 Should you have any
questions about the foregoing amendment, please let me know. 
  

	
	 Sincerely,

	
	 /s/ William B. Chiasson

	 William B. Chiasson

	 Chief Executive Officer and President