Rosetta Stone 2011 Annual Report Download - page 135

secrets and other Proprietary Information of the Company and its Affiliates. Executive further acknowledges that as the President,
Global Institutions of the Company, Executive has and will have direct or indirect responsibility, oversight or duties with respect to
the businesses of the Company and its Affiliates and its and their current and prospective employees, vendors, customers, clients and
other business relations, and that, accordingly, the geographical restriction contained in this Section 9 is reasonable in all respects and
necessary to protect the goodwill and Proprietary Information of the Company and that without such protection the Company's
customer and client relations and competitive advantage would be materially adversely affected. It is specifically recognized by
Executive that her services to the Company and its Affiliates are special, unique and of extraordinary value, that the Company has a
protectable interest in prohibiting Executive as provided in this Section 9, that Executive is responsible for the growth and
development of the Company and the creation and preservation of the Company's goodwill, that money damages are insufficient to
protect such interests, that there is adequate consideration being provided to Executive hereunder, that such prohibitions are necessary
and appropriate without regard to payments being made to Executive hereunder and that the Company would not enter this Agreement
with Executive without the restriction of this Section 9. Executive further acknowledges that the restrictions contained in this
Section 9 do not impose an undue hardship on her and, since she has general business skills that may be used in industries other than
that in which the Company and its Affiliates conduct their business, do not deprive Executive of her livelihood. Executive further
acknowledges that the provisions of this Section 9 are separate and independent of the other sections of this Agreement.
(c) Enforcement, etc. If, at the time of enforcement of Section 8 or 9 of this Agreement, a court concludes that the
restrictions stated herein are unenforceable or unreasonable under circumstances then existing, the parties hereto agree that the
unenforceable or unreasonable restriction should be severed from the Agreement and shall not affect the validity of enforceability of
the other restrictions in Section 8 or 9. Because Executive's services are unique, because Executive has access to Proprietary
Information and for the other reasons set forth herein, the parties hereto agree that money damages would be an inadequate remedy for
any breach of this Agreement. Therefore, without limiting the generality of Section 12(f), in the event of a breach or threatened breach
of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply
to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any
violations of, the provisions hereof (without posting a bond or other security).
(d) Submission to Jurisdiction. The parties hereby: (i) submit to the jurisdiction of any state or federal court sitting in
the Commonwealth of Virginia in any action or proceeding arising out of or relating to Section 8 and/or 9 of this Agreement; (ii) agree
that all claims in respect of such action or proceeding may be heard or determined in any such court; and (iii) agree not to bring any
action or proceeding arising out of or relating to Section 8 and/or 9 of this Agreement in any other court. The parties hereby waive any
defense of inconvenient forum to the maintenance of any action or proceeding so brought. The parties hereby agree that a final
judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other
manner provided by law.
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