Rosetta Stone 2010 Annual Report Download - page 113

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Exhibit 10.19
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is effective as of January 25, 2011 between Rosetta
Stone Ltd., a Delaware corporation (together with its successors and assigns, the "Company"), and Helena Wong ("Executive").
Recitals
A. The Company and Executive desire to enter into an agreement pursuant to which the Company will employ
Executive as its President, International subject to the terms and conditions of this Agreement.
Agreement
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the parties
agree as follows:
1. Employment.
The Company hereby engages Executive to serve as the President, International of the Company, and Executive agrees to
serve the Company, during the Service Term (as defined in Section 4 below) in the capacities, and subject to the terms and conditions,
set forth in this Agreement.
2. Duties.
During the Service Term, Executive, as President, International of the Company, shall have all the duties and responsibilities
customarily rendered by top international executives of companies of similar size and nature and such other duties and responsibilities
as may be delegated from time to time by the Board or the Chief Executive Officer ("CEO") in their sole discretion. Executive will
report to the CEO of the Company.
Executive will devote her best efforts and substantially all of her business time and attention (except for vacation periods and
periods of illness or other incapacity) to the business of the Company and its Subsidiaries. With the consent of the CEO, Executive
will be permitted to serve on the board of directors of other publicly traded companies so long as such service does not unreasonably
interfere with her duties to the Company.
3. Salary, Bonus, Benefits and Equity.
The CEO and the Board shall make all decisions related to Executive's base salary and the payment of bonuses, if any.
Executive's Annual Base Salary and other compensation will be reviewed by the CEO and the Board at least annually.
(a) Base Salary. During the Service Term, the Company will pay Executive a base salary (the "Annual Base Salary") as
the CEO and the Board may designate from time to time. The initial Annual Base Salary shall be at the rate of $300,000 per annum in
accordance with the
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