Summary of LEAPFROG ENTERPRISES INC

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 4, 2009, at our 2009 Annual Meeting of Stockholders, our stockholders approved proposals to amend our Amended and Restated Bylaws (our "Bylaws"). These proposals were presented at the meeting by Mollusk Holdings, an entity controlled by Lawrence J. Ellison, which owns shares representing a majority of our voting power. The Board of Directors did not solicit proxies for or against the proposals to amend the Bylaws, nor did the Board make any recommendation for or against the proposals. Except as set forth below, the amendments to the Bylaws were effective upon adoption by our stockholders. The amendments to the Bylaws provide that:

Х Vacancies on our board of directors may be filled in the manner provided in our certificate of incorporation or by our stockholders. Previously, our Bylaws provided only that vacancies would be filled in the manner provided in our certificate of incorporation. Our certificate of incorporation provides that any vacancy on the board of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and thus, does not expressly permit stockholders to fill vacancies. The amendment gives stockholders an express right to fill board vacancies when directors resign or otherwise depart from the board.

Х We will not be governed by Section 203 of the Delaware General Corporation Law ("Section 203"), after June 4, 2010, 12 months after adoption of this new section of our Bylaws. Subject to various exceptions, Section 203 imposes restrictions upon business combinations and certain other transactions as specified in the statute between us and any "interested stockholder" (generally, a holder of shares representing 15% or more of our outstanding voting power). Previously, our Bylaws did not exclude us from the application of Section 203. Once the amendment becomes effective after a 12-month waiting period required by Section 203 for publicly traded corporations, stockholders that become interested stockholders (after the date of adoption) will be able to enter into business combinations and other transactions with us without the restrictions imposed by Section 203. The waiver of Section 203 by amending the bylaws in this manner would not apply to any business combination between the corporation and any person who became an interested stockholder on or before the amendment. Once the bylaws have been amended in this manner, the Section 203 provision cannot be subsequently amended by the board of directors.

The foregoing description of the amendments to our Bylaws is qualified in its entirety by reference to our Bylaws, as amended on June 4, 2009, attached hereto in Exhibit 3.01 and incorporated by reference into this Item 5.03.