Rosetta Stone 2009 Annual Report Download - page 71

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Table of Contents
"Corporate Governance—Audit Committee," "Corporate Governance—Nominating & Corporate Governance Committee" and "Stockholder Proposals for
2011 Annual Meeting and Director Nominations" in our definitive proxy statement for the 2010 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission no later than 120 days after the fiscal year ended December 31, 2009 (the "2010 Proxy Statement").
Code of Ethics and Business Conduct
We have adopted a code of ethics and business conduct ("code of conduct") that applies to all of our employees, officers and directors, including without
limitation our principal executive officer, principal financial officer and controller or principal accounting officer. Copies of both the code of conduct, as well
as any waiver of a provision of the code of conduct granted to any senior officer or director or material amendment to the code of conduct, if any, are
available, without charge, under the "Corporate Governance—Highlights" tab on our website at www.rosettastone.com.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information provided under the headings "Compensation & Management
Development Committee Report", "Executive Compensation," "Non-Employee Director Compensation" and "Compensation Committee Interlocks and
Insider Participation" in the 2010 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the information provided under the headings "Security Ownership of Certain
Beneficial Owners and Management" and "Equity Compensation Plan Information" in the 2010 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the information provided under the headings "Corporate Governance—
Board of Directors," "Corporate Governance—Committees" and "Interests of Management and Others in Certain Transactions" in the 2010 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the information provided under the heading "Principal Accountant Fees and
Services" in the 2010 Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Consolidated Financial Statements
Consolidated Financial Statements. The consolidated financial statements as listed in the accompanying "Index to Consolidated Financial
Information" are filed as part of this Annual Report.
Consolidated Financial Statement Schedules. Schedules have been omitted because they are not applicable or are not required or the information
required to be set forth in those schedules is included in the consolidated financial statements or related notes.
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