Rosetta Stone 2010 Annual Report Download - page 130
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could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if
deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be
restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated or additional tax.
15. Indemnification.
During and following the employment period, the Company shall indemnify Executive and hold Executive harmless from and against
any claim, loss or cause of action arising from or out of Executive's performance as an officer, director or employee of the Company
or any of its Subsidiaries or in any other capacity, including any fiduciary capacity, in which Executive serves at the request of
Company to the maximum extent permitted by applicable law and the Company's By-Laws. Expenses incurred in defending or
investigating a threatened or pending action, suit or proceeding shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately
be determined that she is not entitled to be indemnified by the Company. To the extent that the Company reduces the indemnity rights
provided for under its By-Laws after execution of this Agreement, the Company's indemnity obligations hereunder shall be unaffected
(to the extent permitted by applicable law). The Company shall maintain an insurance policy covering Executive for actions taken by
Executive as an officer, manager and/or director of Employer and its affiliates. Such insurance shall be in an amount commensurate
with the amounts maintained by the Company and its affiliates on its other officers, managers and/or directors.
[Signature pages follow]
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