LeapFrog 2009 Annual Report Download - page 119

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Audit-Related Fees
For 2009 and 2008, there were no fees for audit-related services other than the audit fees specified above.
Tax Fees
The aggregate fees billed by Ernst & Young for tax services were approximately $100,000 for 2009, and
included a review of our U.S. tax returns, preparation of foreign tax returns, and a study on our 2007 research and
development credits. There were no fees paid to Ernst & Young LLP for tax services in 2008.
All Other Fees
There were no other fees paid to Ernst & Young LLP in 2009 and 2008.
Pre-Approval Procedures of Audit and Non-Audit Services by the Independent Registered Public
Accounting Firm
The audit committee’s charter requires it to pre-approve all audit and non-audit services performed by the
independent registered public accounting firm. As permitted by the charter, the audit committee has delegated to
the Chair of the audit committee, Mr. E. Stanton McKee, Jr., the authority to grant such pre-approvals, provided
that all approvals made by the Chair are presented to the full audit committee for its ratification at each of its
scheduled meetings. In determining whether to approve audit and non-audit services to be performed by Ernst &
Young LLP, the audit committee takes into consideration the fees to be paid for such services and whether such
fees would affect the independence of the independent registered public accounting firm in performing its audit
function. In addition, when determining whether to approve non-audit services to be performed by Ernst &
Young LLP, the audit committee considers whether the performance of such services is compatible with
maintaining the independence of the independent registered public accounting firm in performing its audit
function, and confirms that the non-audit services will not include the prohibited activities set forth in
Section 201 of the Sarbanes-Oxley Act of 2002. The audit committee has determined that the rendering of the
services other than audit services by Ernst & Young LLP in 2009 and 2008 was compatible with maintaining the
registered public accounting firm’s independence.
The Board of Directors recommends a vote FOR Proposal Two.
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