Rosetta Stone 2011 Annual Report Download - page 157

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.
(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 him 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 would be violated by the terms and conditions of 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 his employment with
or performance of services for the Company or any of its Affiliates during the course of his 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
Executive is receiving Severance Payments, are the property of the Company and its Affiliates. Therefore, Executive agrees that, other
than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after
Executive's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account
or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Affiliates and their
respective business for any reason whatsoever without the Chief Executive Officer's consent,
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