Rosetta Stone 2011 Annual Report Download - page 128

entitled to medical, disability, family and other leave in accordance with Company policies as in effect from time to
time for senior executives. Paid vacation and sick days not used by calendar year end shall be forfeited unless
otherwise provided in the Company's vacation and sick leave policy.
(iv) Notwithstanding anything to the contrary contained above, the Company shall be entitled to terminate or
reduce any employee benefit enjoyed by Executive pursuant to the provisions of this Section 3(c), but only if such
reduction is part of an across-the-board reduction applicable to all executives of the Company who are entitled to
such benefit and is permissible under the Code and the Employee Retirement Income Security Act of 1974, as
amended.
4. Employment Term.
Unless Executive's employment under this Agreement is sooner terminated as a result of Executive's resignation or
termination in accordance with the provisions of Section 5 below, Executive's term of employment ("Service Term") under this
Agreement shall commence on the date hereof and shall continue for a period of one (1) year, and at the end of each day it shall renew
and extend automatically for an additional day so that the remaining Service Term is always one year; provided, however, that either
party may terminate this Agreement pursuant to Section 5 below for any reason, with or without Cause or with or without Good
Reason, as the case may be, at any time upon thirty (30) days prior written notice to the other party of its decision to terminate (except
in the event of termination for Cause, whereupon Executive's termination shall be effective immediately upon written notice thereof
except for any required grace periods for "Cause" as otherwise set forth below).
5. Termination.
Executive's employment with the Company shall cease upon the first of the following events to occur:
(a) Executive's death.
(b) Executive's voluntary retirement at age 65 or older.
(c) Executive's "Disability", which means Executive is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or (ii) Executive is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12)
months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan
covering employees of the Company. A determination of disability may be made by a physician selected or approved by the Chief
Executive Officer and, in this respect, Executive shall submit to an examination by such physician upon request by the Chief
Executive Officer. Any such termination for disability shall be only as expressly permitted by the Americans with Disabilities Act.
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