ex10_27.htm


    
      

    

    Exhibit
10.27

     

     

    RELEASE
AGREEMENT

     

     

    I
understand and agree completely to the terms set forth in the LeapFrog
Enterprises, Inc. Executive Management Severance and Change in Control Benefit
Plan (the “Plan”).

     

    I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between LeapFrog
Enterprises, Inc. (the “Company”)
and me with regard to the subject matter hereof.  I am not relying on
any promise or representation by the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Plan.

     

    I hereby
confirm my obligations under my Employee Proprietary Information and Inventions
Agreement, including without limitation the provisions regarding return of
Company property upon my departure from the Company.

     

    I hereby
represent that I have been paid all compensation owed and for all hours worked,
have received all the leave and leave benefits and protections for which I am
eligible, pursuant to the Family and Medical Leave Act or otherwise, and have
not suffered any on-the-job injury for which I have not already filed a
claim.

     

    In
exchange for the consideration to be provided to me hereunder and under the Plan
that I am not otherwise entitled to receive, I hereby generally and completely
release the Company, its predecessors, successors, parent and subsidiary
entities, and each of their current and former directors, officers, employees,
shareholders, partners, agents, attorneys, insurers, affiliates, and assigns
from any and all claims, liabilities and obligations, both known and unknown,
that arise out of or are in any way related to events, acts, conduct, or
omissions occurring prior to my signing this Release.  This general
release includes, but is not limited to: (a) all claims arising out of or in any
way related to my employment with the Company or the termination of that
employment; (b) all claims related to my compensation or benefits from the
Company, including salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any
other ownership interests in the Company; (c) all claims for breach of contract,
wrongful termination, and breach of the implied covenant of good faith and fair
dealing; (d) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (e) all federal,
state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, and the federal Age Discrimination in Employment Act
of 1967 (as amended) (“ADEA”).   Nothing
in this Release shall prevent me from challenging this Release by filing,
cooperating with, or participating in any proceeding before the Equal Employment
Opportunity Commission, the Department of Labor, or any local fair employment
practices agency, except that I hereby acknowledge and agree that I shall not
recover any monetary benefits in connection with any challenge to my
Release.

     

    I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA (“ADEA
Waiver”).  I also acknowledge that the consideration given for
the ADEA Waiver is in addition to anything of value to which I was already
entitled.  I further acknowledge that I have been advised by this
writing, as required by the ADEA, that:  (a) my ADEA Waiver does not
apply to any rights or claims that arise after the date I sign this Release; (b)
I should consult with an attorney prior to signing this Release; (c) I have
forty-five (45) days to consider this Release (although I may choose to
voluntarily sign it sooner); (d) I have seven (7) days following the date I sign
this Release to revoke the ADEA Waiver; and (e) the ADEA Waiver (and this
Release) will not be effective until the date upon which the revocation period
has expired unexercised, which will be the eighth day after I sign this
Release.


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    I have
received with this Release a written disclosure of all of the information
required by the ADEA, including without limitation a detailed list of the job
titles and ages of all employees who were terminated in this group termination
and the ages of all employees of the Company in the same job classification or
organizational unit who were not terminated, along with information on the
eligibility factors used to select employees for the group termination and any
time limits applicable to this group termination program.

     

    I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with
the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims hereunder.

     

    I further agree not to
disparage the Company, its affiliated, related, parent and subsidiary
corporations, and its and their present and former directors, officers,
employees, attorneys and agents in any manner likely to be harmful to them or
their business, business reputation or personal reputation, provided that I may
respond accurately and fully to any question, inquiry or request for information
when required by legal process.

     

    I
acknowledge that the terms of this Release Agreement and the severance benefits
I receive under the Plan are confidential information and I agree to hold such
information in strictest confidence and will not publicize or disclose such
information in any manner whatsoever; provided, however, that: (a) I may
disclose such information to my immediate family; (b) I may disclose such
information in confidence to my attorneys, accountants, auditors, tax preparers,
and financial advisors; and (c) I may disclose such information insofar as such
disclosure may be necessary to enforce the terms of the Plan or as otherwise
required by law.  In particular, and without limitation, I agree not
to disclose the terms of this Release Agreement or my severance benefits to any
current or former Company employee.

     

    I agree
that if any provision of this Release Agreement is determined to be invalid or
unenforceable, in whole or in part, this determination will not affect any other
provision of this Release Agreement and the provision in question shall be
modified so as to be rendered enforceable in a manner consistent with the intent
of the parties insofar as possible under applicable law.

     

    I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than forty-five (45) days following the
date this Release and the ADEA disclosure form is provided to me, and must not
revoke the ADEA Waiver.

     

     

    
      
        	 
      	
                Employee

              
	 
      	 
      
	 
      	
                Name:   /s/
      Martin Pidel

              
	 
      	 
      
	 
      	
                Date:  December
      12, 2008