Rosetta Stone 2010 Annual Report Download - page 117
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with the Company in the United States in compliance with all applicable immigration laws.
(e) Executive's voluntary resignation by the delivery to the Board of a written notice from Executive that Executive has
resigned with or without Good Reason. "Good Reason" shall mean Executive's resignation from employment with the Company within
thirty (30) days after (i) a material diminution in Executive's annual salary, duties, authority or responsibilities from the annual salary,
duties, authority or responsibilities as in effect at the commencement of the Service Term, (ii) the Company's failure to perform any
material obligation undertaken by the Company to Executive hereunder after Executive has provided the Company with written notice
of such failure and such failure has not thereafter been cured within ten (10) days of the delivery of such written notice or (iii) notice
by the Company to Executive that her primary place of employment is to be relocated to a geographic area more than 50 miles from
Arlington, VA without Executive's consent.
6. Rights on Termination.
(a) If during the Service Term Executive's employment is terminated under Section 5 above (x) by the Company
without Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts
(the "Severance Payments"):
(1) the Accrued Obligation;
(2) Executive's Annual Base Salary through the effective date of the termination of Executive's
employment (the "Termination Date") for periods following her Separation From Service, to the extent not
theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in
effect immediately prior to the Termination Date and (y) 12; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium
applicable to Executive's basic life insurance coverage immediately prior to the Termination Date and (y) 12.
Executive may, at her option, convert her basic life insurance coverage to an individual policy after the Termination
Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of
Executive's Annual Bonus earned up until such Termination Date.
(iii) Upon your termination, you and your eligible dependents may elect health care coverage for up to 18 months
from your last day of work at the Company pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(COBRA). The Company will pay for up to twelve (12) months, on an after-tax basis, the portion of your COBRA premiums
5