Rosetta Stone 2010 Annual Report Download - page 118

for such coverage that exceeds the amount that you would have incurred in premiums for coverage under the Company's health plan if
then employed by the Company. Following the twelve (12) months of coverage, you will be responsible for all future premium
payments to PayFlex should you wish to continue your COBRA coverage. However, if you or your spouse becomes eligible for
group health coverage sponsored by another employer or for any other reason your COBRA coverage terminates, the Company shall
not be obligated to pay any portion of the premiums provided hereunder for periods after you become eligible for such other coverage
or your COBRA coverage terminates.
(iv) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are
contingent upon Executive's execution of a release substantially in the form of Exhibit A hereto.
(v) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6
shall be made to her.
(vi) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after
the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is
six months following the date of Executive's Separation From Service unless an exemption is otherwise permitted under
Section 409A. Further, the Company shall pay to Executive, on the date that is six months following Executive's Separation From
Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)
(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the
period commencing on the date of Executive's Separation From Service until the date of payment of such amounts, calculated using an
interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive's Separation From Service.
(b) If the Company terminates Executive's employment for Cause, if Executive dies or is disabled (as defined in
Section 5(c) above), or if Executive resigns without Good Reason, the Company's obligations to pay any compensation or benefits
under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation
within thirty (30) days following the Termination Date. The Company shall pay to Executive her Annual Base Salary for periods
following her Separation From Service, to the extent not theretofore paid, within thirty (30) days following her Separation From
Service if she is not a Specified Employee or on the date that is six months following her Separation From Service if she is a Specified
Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by
law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company's obligation to Executive for Severance Payments or other rights
under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive's Annual Base Salary through the
retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that
may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
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