Rosetta Stone 2010 Annual Report Download - page 133

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of 1973, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, and any civil rights law of any
state or other governmental body; PROVIDED, HOWEVER, that notwithstanding the foregoing or anything else contained in this
Agreement, the release set forth in this Section shall not extend to: (i) any rights arising under this Agreement; (ii) any vested rights
under any pension, retirement, profit sharing or similar plan; or (iii) Executive's rights, if any, to indemnification, and/or defense under
any Company certificate of incorporation, bylaw and/or policy or procedure, or under any insurance contract or any indemnification
agreement with the Company, in connection with Executive's acts and omissions within the course and scope of Executive's
employment with the Company. Executive hereby warrants that Executive has not assigned or transferred to any person any portion
of any claim which is released, waived and discharged above. Executive further states and agrees that Executive has not experienced
any illness, injury, or disability that is compensable or recoverable under the worker's compensation laws of any state that was not
reported to the Company by Executive before the Effective Date, and Executive agrees not to not file a worker's compensation claim
asserting the existence of any such previously undisclosed illness, injury, or disability. Executive has specifically consulted with
counsel with respect to the agreements, representations, and declarations set forth in the previous sentence. Executive understands and
agrees that by signing this Agreement Executive is giving up any right to bring any legal claim against the Company concerning,
directly or indirectly, Executive's employment relationship with the Company, including Executive's separation from employment.
Executive agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the Company, to
include all actual or potential legal claims that Executive may have against the Company, except as specifically provided otherwise in
this Agreement.
(b) The Company, for itself, its affiliates, and any other person or entity that could or might act on behalf of it
including, without limitation, its attorneys (all of whom are collectively referred to as "Company Releasers"), hereby fully and forever
release and discharge Executive, Executive's heirs, representatives, assigns, attorneys, and any and all other persons or entities that are
now or may become liable to any Company Releaser on account of Executive's employment with the Company or separation
therefrom (all of whom are collectively referred to as "Company Releasees") of and from any and all actions, causes of action, claims,
demands, costs and expenses, including attorneys' fees, of every kind and nature whatsoever, in law or in equity, whether now known
or unknown, that the Company Releasers, or any person acting under any of them, may now have, or claim at any future time to have,
based in whole or in part upon any act or omission relating to Employee's employment with the Company or separation therefrom,
without regard to present actual knowledge of such acts or omissions; PROVIDED, HOWEVER, that notwithstanding the foregoing
or anything else contained in this Agreement, the release set forth in this Section shall not extend to: (i) any rights arising under this
Agreement; (ii) a breach of fiduciary duty or other misconduct that renders Executive ineligible for indemnification by the Company
under applicable law, or any right of recovery by the Company for Executive's breach of fiduciary duty or misconduct in her capacity
as a director of the Company under applicable law; or (iii) any claim or claims that the Company may have against Executive as of the
Effective Date of which the Company is not aware as of the Effective Date because of willful concealment by Executive. The
Company understands and agrees that by signing this Agreement, it is giving up its right to bring any legal claim against Executive
concerning, directly or indirectly, Executive's employment relationship with the Company. The Company agrees that this legal
release is intended to be interpreted in the broadest possible
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