Rosetta Stone 2010 Annual Report Download - page 115

Download and view the complete annual report

Please find page 115 of the 2010 Rosetta Stone annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 153

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153

as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and
all statements, bills, or receipts evidencing the travel or out-of-pocket expenses for which Executive seeks
payment or reimbursement, and any other information or materials, which the Company may from time to
time reasonably require. The Company shall pay Executive the amount of such an expense by the last day of
Executive's taxable year following the taxable year in which Executive incurred such expense. The expenses
that are subject to reimbursement pursuant to this Section 3(c)(ii) shall not be limited as a result of when the
expenses are incurred. The amount of expenses eligible for reimbursement pursuant to this Section 3(c)
(ii) during a given taxable year of Executive shall not affect the amount of expenses eligible for
reimbursement in any other taxable year of Executive. The right to reimbursement pursuant to this
Section 3(c)(ii) is not subject to liquidation or exchange for another benefit.
(iii.) Executive shall be entitled to paid vacation of up to 22 days per annum which shall accrue pro rata during the
applicable year and shall be entitled to medical, disability, family and other leave in accordance with
Company policies as in effect from time to time for senior executives.
(iv.) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or
reduce any employee benefit enjoyed by Executive pursuant to the provisions of this Section 3(c), but only if
such reduction is part of an across-the-board reduction applicable to all executives of the Company who are
entitled to such benefit.
(d) Equity Awards. The Executive will receive a one-time, new hire equity grant of: 45,000 stock options, vested over
four (4) years; and 12,500 restricted stock awards, vested over four (4) years. Executive shall be eligible to receive subsequent annual
grants of stock options and other equity awards in accordance with equity compensation arrangements established by the Board. The
grants shall have such terms as are determined by the Board in accordance with the current stock plan in place at time of grant.
Executive will be eligible to participate in a pending executive long-term performance plan as approved by the Board.
4. Employment Term.
Unless Executive's employment under this Agreement is sooner terminated as a result of Executive's resignation or
termination in accordance with the provisions of Section 5 below, Executive's term of employment ("Service Term") under this
Agreement shall commence on the date hereof and shall continue for a period of one year, and at the end of each day it shall renew
and extend automatically for an additional day so that the remaining Service Term is always one year; provided, however, that either
party may terminate this Agreement pursuant to Section 5 below for any reason, with or without Cause or with or without Good
Reason, as the case may be, at any time upon thirty (30) days prior written notice to the other party of its decision to terminate (except
in the event of termination for Cause, whereupon Executive's
3