Rosetta Stone 2011 Annual Report Download - page 145

which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious
interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, such as the Fair
Labor Standards Act, the Employee Retirement Income Security Act, the National Labor Relations Act, Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with
Disabilities Act, the Family and Medical Leave Act, and any civil rights law of any state or other governmental body; PROVIDED,
HOWEVER, that notwithstanding the foregoing or anything else contained in this Release, the release set forth in this Section shall
not extend to: (i) any rights arising under this Release; (ii) any vested rights under any pension, retirement, profit sharing or similar
plan; (iii) any rights Executive has under any grants of stock options, restricted stock, or other forms of equity that may have been
provided to Executive during Executive's employment (such grants to be governed by the applicable equity plan and grant agreement);
(iv) any rights Executive has under applicable workers compensation laws; (v) Executive's rights, if any, to indemnification, and/or
defense under any Company certificate of incorporation, bylaw and/or policy or procedure, or under any insurance contract or any
indemnification agreement with the Company, in connection with Executive's acts an omissions within the course and scope of
Executive's employment with the Company; (vi) Executive's ability to communicate with the Equal Employment Opportunity
Commission (EEOC) or any other governmental agency, provided Executive does not seek any personal relief for any claims released
herein; (vii) any claims arising after the date of Executive's execution of this Release; (viii) any obligations of the Company under the
Employment Agreement which survive Executive's termination of employment; or (viii) any other claims that cannot lawfully be
released. Executive hereby warrants that Executive has not assigned or transferred to any person any portion of any claim which is
released, waived and discharged above. Executive further states and agrees that Executive has not experienced any illness, injury, or
disability that is compensable or recoverable under the worker's compensation laws of any state that was not reported to the Company
by Executive before the Effective Date, and Executive agrees not to not file a worker's compensation claim asserting the existence of
any such previously undisclosed illness, injury, or disability. Executive has specifically consulted with counsel with respect to the
agreements, representations, and declarations set forth in the previous sentence. Executive understands and agrees that by signing this
Release Executive is giving up any right to bring any legal claim against the Company concerning, directly or indirectly, Executive's
employment relationship with the Company, including Executive's separation from employment. Executive agrees that this legal
release is intended to be interpreted in the broadest possible manner in favor of the Company, to include all actual or potential legal
claims that Executive may have against the Company, except as specifically provided otherwise in this Release.
(b) In order to provide a full and complete release, each of the Parties understands and agrees that this Release
is intended to include all claims, if any, covered under this Section 2 that such Party may have and not now know or suspect to exist in
her or its favor against any other Party and that this Release extinguishes such claims. Thus, each of the Parties expressly waives all
rights under any statute or common law principle in any jurisdiction that provides, in effect, that a general release does not extend to
claims which the releasing party does not know or suspect to exist in her favor at the time of executing the release, which if known by
her must have materially affected her settlement with the party being released.
20