Rosetta Stone 2011 Annual Report Download - page 131

(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6
shall be made to her.
(vii) The Company shall pay Executive the amounts specified in Sections 6(a)(i)(1), (2) and (3) within thirty
(30) days after the Termination Date. Notwithstanding the forgoing, if the Executive is deemed on the Termination Date to be a
Specified Employee, then with regard to any Severance Payment that is "deferred compensation" within the meaning of Section 409A
and which is paid as a result of the Executive's Separation from Service such payment or benefit shall be made or provided at the date
which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such Separation from Service of the
Executive, and (B) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to the preceding sentence (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the six (6)-month
U.S. Treasury Rate in effect on the date of Executive's Separation From Service, and any remaining payments and benefits due under
this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent
subject to a mandatory six-month delay in payment under Section 409A, the Company shall pay the amounts specified in Section 6(a)
(iii) for the first six (6) month period commencing on the date of Executive's Separation From Service on the date that is six (6)
months following the date of Executive's Separation Form Service and shall also pay Executive the amount of interest that would be
earned on this amount until the date of payment calculated using an interest rate equal to the six (6) month U.S. Treasury Rate in effect
on the date of Executive's Separation From Service.
(b) If the Company terminates Executive's employment for Cause, if Executive dies or is Disabled, or if Executive
resigns without Good Reason, the Company's obligations to pay any compensation or benefits under this Agreement will cease
effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following
the Termination Date. Following such payments, the Company shall have no further obligations to Executive other than as may be
required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company's obligation to Executive for Severance Payments or other rights
under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the Executive retires at age 65 or older, the Company shall pay the Executive's Annual Base Salary through the
retirement date and shall also pay Executive the pro rata portion of any Annual Bonus that may have been earned by the Executive
through the retirement date in accordance with the terms of the then-current Company bonus policy. No other amounts will be
payable by the Company.
7. Representations of Executive.
Executive hereby represents and warrants to the Company that the statements contained in this Section 7 are true and
accurate as of the date of this Agreement.
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(a) Legal Proceedings. Executive has not been (i) the subject of any criminal proceeding (other than a minor traffic
violation or other minor offense) which has resulted in a conviction against Executive, nor is Executive the subject of any pending
criminal proceeding (other than a minor traffic violation or other minor offense), (ii) indicted for, or charged in a court of competent
jurisdiction with, any felony or crime of moral turpitude, (iii) the defendant in any civil complaint alleging damages in excess of
$50,000, or (iv) the defendant in any civil complaint alleging sexual harassment, unfair labor practices or discrimination in the work
place.
(b) Securities Law. Executive has not been found in a civil action by the Securities and Exchange Commission,
Commodity Futures Trading Commission, a state securities authority or any other regulatory agency to have violated any federal, state
or other securities or commodities law.
(c) Work History; Immigration Status. Executive's resume, previously provided by Executive to the Company, is
complete and correct in all material respects, and accurately reflects Executive's prior work history. Executive has the full legal right
to be employed on a full-time basis by the Company in the United States under all applicable immigration laws on the basis of the
Company's continued willingness to employ her on a full-time basis, and has provided the Company with evidence of legal
immigration status and will do so at any time upon request. The Company will, if applicable, continue to cooperate with Executive in
maintaining Executive's work visa status and/or any mutually agreeable adjustment of status.
(d) Employment Restrictions. Executive is not currently a party to any non competition, non-solicitation,
confidentiality or other work-related agreement that limits or restricts Executive's ability to work in any particular field or in any
particular geographic region, whether or not such agreement would be violated by this Agreement.
8. Confidential Information; Proprietary Information, etc.
(a) Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or
made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of her employment with
or performance of services for the Company or any of its Affiliates during the course of her performance of services for, or
employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which