LeapFrog 2005 Annual Report Download - page 167

APPENDIX A
CATEGORICAL STANDARDS OF DIRECTOR INDEPENDENCE
If a director’s relationship with LeapFrog falls within any of the following categorical standards, the
director’s relationship with LeapFrog, in and of itself, will not be deemed material.
1. The director is affiliated with or employed by a company, partnership or other entity that receives payments
from LeapFrog for property or services which, in the current fiscal year, do not exceed the greater of (a) $1
million or (b) 2% of such other company’s consolidated gross revenues; provided, that, solely for purposes
of determining “audit committee independence,” a director may not accept, directly or indirectly, a
consulting, advisory or other compensatory fee from LeapFrog in any amount (other than Director’s and
committee fees and retainers).
2. The director is affiliated with or employed by a company, partnership or other entity that is a controlling
stockholder of LeapFrog.
3. The director is an employee, officer or director of a foundation, university or other non-profit organization
to which LeapFrog gives directly, or indirectly through the provision of property or services, in the current
fiscal year, donations that do not exceed in the aggregate the greater of (a) $1 million or (b) 2% of such
other organization’s consolidated gross revenues.
A-1