Rosetta Stone 2011 Annual Report Download - page 147

9. Executive acknowledges that because of Executive's position with the Company, Executive may possess
information that may be relevant to or discoverable in connection with claims, litigation or judicial, arbitral or investigative
proceedings initiated by a private party or by a regulator, governmental entity, or self-regulatory organization, that relates to or arises
from matters with which Executive was involved during Executive's employment with the Company, or that concern matters of which
Executive has information or knowledge (collectively, a "Proceeding"). Executive agrees that Executive shall testify truthfully in
connection with any such Proceeding, shall cooperate with the Company in connection with every such Proceeding, and that
Executive's duty of cooperation shall include an obligation to meet with the Company representatives and/or counsel concerning all
such Proceedings for such purposes, and at such times and places, as the Company reasonably requests, and to appear for deposition
and/or testimony upon the Company's request and without a subpoena. The Company shall reimburse Executive for reasonable out-
of-pocket expenses that Executive incurs in honoring Executive's obligation of cooperation under this Section 9.
10. Miscellaneous Terms and Conditions
(a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or
become, different than the facts or law as believed by the party at the time Executive or it executes this Release. Executive and the
Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance
upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this
Release.
(b) The parties warrant and represent that they have been offered no promise or inducement except as
expressly provided in this Release, and that this Release is not in violation of or in conflict with any other agreement of either party.
(c) All covenants and warranties contained in this Release are contractual and shall survive the closing of this
Release.
(d) This Release shall be binding in all respects upon, and shall inure to the benefit of, the parties' heirs,
successors and assigns.
(e) This Release shall be governed by the internal laws of the Commonwealth of Virginia, irrespective of the
choice of law rules of any jurisdiction.
(f) Should any provision of this Release be declared illegal or unenforceable by any court of competent
jurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder
of this Release in full force and effect. Notwithstanding the foregoing, if Section 2(a), above, is declared void or unenforceable, then
this Release shall be null and void and both parties shall be restored to the positions that they occupied before the Release's execution
(meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the
Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be
inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding
shall be deemed to have been tolled
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