exhibit 10. 01 leapfrog enterprises, inc. amended and restated 2002 equity incentive plan adopted : may 24, 2002 approved by stockholders : july 19, 2002 amended and restated : april 20, 2004 amendment and restatement approved by stockholders : june 10, 2004 amended and restated : march 27, 2006 amendment and restatement approved by stockholders : june 16, 2006 amended and restated : february 28, 2007 amendment and restatement approved by stockholders : may 1, 2007 amended and restated : june 4, 2009 amendment and restatement approved by stockholders : august 26, 2009 amended and restated : april 28, 2010 termination date : may 23, 2012 purposes. ( a ) eligible stock award recipients. the persons eligible to receive stock awards are the employees, directors and consultants of the company and its affiliates ; provided, however, that notwithstanding the foregoing, the employees, directors and consultants of a parent shall not be eligible to receive any stock awards under the plan. ( b ) available stock awards. the purpose of the plan is to provide a means by which eligible recipients of stock awards may be given an opportunity to benefit from increases in value of the class a common stock through the granting of the following stock awards : ( i ) incentive stock options, ( ii ) nonstatutory stock options, ( iii ) stock bonuses, ( iv ) rights to acquire restricted stock, ( v ) restricted stock unit awards, and ( vi ) stock appreciation rights. ( c ) general purpose. the company, by means of the plan, seeks to retain the services of the group of persons eligible to receive stock awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the company and its affiliates. ( d ) establishment. this plan is a complete amendment and restatement of the company ’ s stock option plan that was previously adopted effective september 25, 1997. any stock awards granted prior to the effective date of this amended and restated plan shall be governed by the terms of the plan as in effect at the time such stock awards were granted. the company shall submit this amended and restated plan for stockholder approval and shall also seek stockholder approval to extend the term of the plan to the day before the tenth ( 10th ) anniversary of the date the amended and restated plan is adopted by the board or approved by the stockholders of the