LeapFrog 2010 Annual Report Download - page 134

TRANSACTIONS WITH RELATED PERSONS
Related-Person Transactions Policy and Procedures
In February 2010, our board approved a written policy regarding transactions with related persons that sets
forth our policies and procedures regarding the identification, review, consideration and approval or ratification
of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” is a transaction,
arrangement or relationship (or any series of similar transactions, arrangements or relationships) involving an
amount that exceeds $120,000 in which LeapFrog and any “related person” are participants. Transactions
involving compensation for services provided to LeapFrog as an employee, director, consultant or similar
capacity by a related person are not covered by this policy. A related person is any executive officer, director, or
more than 5% stockholder of LeapFrog (as determined by the combined voting power of all classes of stock),
including any of their immediate family members, and any entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must
present information regarding the proposed related-person transaction to our board of directors for consideration
and approval or ratification. The presentation must include a description of, among other things, the material
facts, the interests, direct and indirect, of the related persons, the benefits to LeapFrog of the transaction and
whether any alternative transactions were available. To identify related-person transactions, we rely on
information supplied by our management and directors. In considering related-person transactions, the board
takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs
and benefits to LeapFrog, (b) the impact on a director’s independence if the related person is a director,
immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the
transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to
or from, as the case may be, unrelated third parties or to or from employees generally. If a director has an interest
in the proposed transaction, the director must recuse himself or herself from the deliberations and approval. The
policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the board
must look at, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best
interests of LeapFrog and its stockholders, as the board determines in the good faith exercise of its discretion.
Certain Related-Person Transactions
Mollusk Holdings, LLC, an entity controlled by Lawrence J. Ellison, Chief Executive Officer of Oracle
Corporation, holds a majority of the voting power of our outstanding stock. In 2010, we purchased software
products and support services from Oracle Corporation totaling approximately $1.1 million. As of March 31,
2011, Mr. Ellison may be deemed to have had or shared the power to direct the voting and disposition and,
therefore, to have beneficial ownership, of 13,353,276 shares of our Class B common stock, and 1,325,258 shares
of our Class A common stock, which together represents approximately 57.7% of the combined voting power of
our Class A common stock and Class B common stock. According to a Schedule 13G filed with the SEC on
February 11, 2011, Mr. Ellison beneficially owned as of that date approximately 22.3% of Oracle Corporation’s
outstanding common stock. For a more complete discussion of Mr. Ellison’s beneficial ownership of our Class A
common stock, see “Security Ownership of Certain Beneficial Owners and Management.”
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