Rosetta Stone 2011 Annual Report Download - page 130

(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following
amounts: (1) the Accrued Obligation;
(2) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in
effect immediately prior to the Termination Date and (y) 12; and
(3) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium
applicable to Executive's basic life insurance coverage immediately prior to the Termination Date and (y) 12. To the
extent then available under the life insurance program, Executive may, at her option, convert her basic life insurance
coverage to an individual policy after the Termination Date by completing the forms required by the Company for
this purpose.
The amounts described in Section 6(a)(2) and (3) above shall be referred to herein as the "Severance Payments."
(ii) The Company will pay Executive the pro rata portion, if any, of Executive's Annual Bonus earned up until
such Termination Date in accordance with the terms of the then-current Company bonus policy.
(iii) Upon Executive's termination, Executive and her spouse and eligible dependents, as applicable, may elect
health care coverage for up to 18 months from her last day of work at the Company pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"). Subject to Section 6(a)(vii) below, the Company will pay for up to twelve (12)
months, on an after-tax basis, the portion of Executive's COBRA premiums for such coverage that exceeds the amount that Executive
would have incurred in premiums for such coverage under the Company's health plan if then employed by the Company; provided,
however, the Company's obligation shall only apply to the extent COBRA coverage is elected and in effect during such period.
Following the twelve (12) months of coverage, Executive will be responsible for the full amount of all future premium payments
should she wish to continue COBRA coverage. However, if Executive or her spouse becomes eligible for group health coverage
sponsored by another employer (regardless of whether such coverage is actually elected) or for any other reason her COBRA coverage
terminates, the Company shall not be obligated to pay any portion of the premiums provided hereunder for periods after she becomes
eligible for such other coverage or her COBRA coverage terminates.
(iv) Subject to Executive's group health plan coverage continuation rights under COBRA the benefits listed in
clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive
during such period, and provided, further, that Executive shall have the obligation to notify the Company that she is entitled to or
receiving such benefits.
(v) 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 and such release becoming irrevocable.
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