LeapFrog 2002 Annual Report Download - page 63

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PART III
Item 10. Directors and Executive Officers Of The Registrant
The information regarding Directors and Executive Officers appearing under the heading “Proposal 1:
Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our proxy statement
relating to the 2003 Annual Meeting of Stockholders, our 2003 Proxy Statement is incorporated by reference.
The information under the heading “Executive Officers of the Registrant” in Item 1 of this Form 10-K is also
incorporated by reference in this section.
Item 11. Executive Compensation
The information appearing under the headings “Compensation of Directors,” “Executive Compensation,”
“Employment Agreements,” and “Compensation Committee Interlocks and Insider Participation” in the 2003
Proxy Statement is incorporated by reference.
Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information appearing in our 2003 Proxy Statement under the heading “Security Ownership of Certain
Beneficial Owners and Management” is incorporated by reference.
See the information contained under the heading “Equity Compensation Plan Information” within Item 5 of
this Form 10-K regarding shares authorized for issuance under equity compensation plans approved by
stockholders and not approved by stockholders.
Item 13. Certain Relationships and Related Transactions
The information appearing in our 2003 Proxy Statement under the heading “Certain Relationships and
Related Transactions” is incorporated by reference.
Item 14. Controls and Procedures
Evaluation of LeapFrog’s Disclosure Controls and Internal Controls
Within the 90 days prior to the filing date of this Annual Report on Form 10-K, LeapFrog evaluated the
effectiveness of the design and operation of its “disclosure controls and procedures,” or Disclosure Controls. This
evaluation, or Controls Evaluation was performed under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer.
CEO and CFO Certifications
Immediately following the Signatures section of this Annual Report, there are “Certifications” of the CEO
and the CFO required by Rule 13a-14 of the Securities Exchange Act of 1934, or the Rule 13a-14 Certification.
This Controls and Procedures section of the Annual Report includes the information concerning the Controls
Evaluation referred to in the Rule 13a-14 Certifications and it should be read in conjunction with the Rule 13a-14
Certifications for a more complete understanding of the topics presented.
Disclosure Controls and Internal Controls
Disclosure Controls are procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and
reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.
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