Rosetta Stone 2010 Annual Report Download - page 70

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Table of Contents
Item 9B. Other Information
None.
PART III
Certain information required by Part III is omitted from this Annual Report on Form 10-K as we intend to file our definitive Proxy Statement for the
2011 Annual Meeting of Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after the end
of the fiscal year covered by this Annual Report, and certain information included in the Proxy Statement is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the information provided under the headings "Election of Directors,"
"Section 16(A) Beneficial Ownership Reporting Compliance," "Corporate Governance—Board of Directors," "Corporate Governance—Committees,"
"Corporate Governance—Audit Committee," "Corporate Governance—Nominating & Corporate Governance Committee" and "Stockholder Proposals for
2011 Annual Meeting and Director Nominations" in our definitive proxy statement for the 2011 Annual Meeting of Stockholders to be filed with the
Securities and Exchange Commission no later than 120 days after the fiscal year ended December 31, 2010 (the "2011 Proxy Statement").
Code of Ethics and Business Conduct
We have adopted a code of ethics and business conduct ("code of conduct") that applies to all of our employees, officers and directors, including without
limitation our principal executive officer, principal financial officer and controller or principal accounting officer. Copies of both the code of conduct, as well
as any waiver of a provision of the code of conduct granted to any senior officer or director or material amendment to the code of conduct, if any, are
available, without charge, under the "Corporate Governance—Highlights" tab on our website at www.rosettastone.com. We intend to disclose any
amendments or waivers of this code on our website.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the information provided under the headings "Compensation & Management
Development Committee Report", "Executive Compensation," "Non-Employee Director Compensation" and "Compensation Committee Interlocks and
Insider Participation" in the 2011 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated herein by reference to the information provided under the headings "Security Ownership of Certain
Beneficial Owners and Management" and "Equity Compensation Plan Information" in the 2011 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the information provided under the headings "Corporate Governance—
Board of Directors," "Corporate Governance—Committees" and "Interests of Management and Others in Certain Transactions" in the 2011 Proxy Statement.
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