Rosetta Stone 2011 Annual Report Download - page 156

provided, further, that Executive shall have the obligation to notify the Company that he 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.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6
shall be made to him.
(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
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