Rosetta Stone 2011 Annual Report Download - page 161

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.
GENERAL PROVISIONS
10. Definitions.
"Accrued Obligation" means the sum of (a) Executive's Annual Base Salary through the Termination Date for periods through
but not following his Separation From Service and (b) any accrued vacation pay earned by Executive, in each case, to the extent not
theretofore paid.
"Affiliate" means, with respect to any particular Person, any other Person controlling, controlled by or under common
control with such particular Person. A Subsidiary of the Company shall be an Affiliate of the Company.
"Board" means the Board of Directors of the Company or any committee of the Board, such as the Compensation
Committee, to which the Board has delegated applicable authority.
"Code" means the Internal Revenue Code of 1986, as amended.
"Person" means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock
or other company, business trust, trust, organization, university, college, governmental authority or other entity of any kind.
"Proprietary Information" means any and all data and information concerning the business affairs of the Company or any
of its Affiliates and not generally known in the industry in which the Company or any of its Affiliates is or may become engaged, and
any other information concerning any matters affecting or relating to the Company's or its Affiliates businesses, but in any event
Proprietary Information shall include, any of the Company's and its Affiliates' past, present or prospective business opportunities,
including information concerning acquisition opportunities in or reasonably related to the Company's or its Affiliates' businesses or
industries, customers, customer lists, clients, client lists, the prices the Company and its Affiliates obtain or have obtained from the
sale of, or at which they sell or have sold, their products, unit volume of sales to past or present customers and clients, or any other
information concerning the business of the Company and its Affiliates, their manner of operation, their plans, processes, figures, sales
figures, projections, estimates, tax records, personnel history, accounting procedures, promotions, supply sources, contracts, know-
how, trade secrets, information relating to research, development, inventions, technology, manufacture, purchasing, engineering,
marketing, merchandising or selling, or other data without regard to whether all of the foregoing matters will be deemed confidential,
material or important. Proprietary Information does not include any information that Executive has obtained from a Person other than
an employee of the Company or an Affiliate, which was disclosed to him without a breach of a duty of confidentiality.
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"Section 409A" means Section 409A of the Code and the final Department of Treasury regulations and formal guidance issued
thereunder.
"Separation From Service" shall have the meaning ascribed to such term in Section 409A.
"Specified Employee" means a person who is a "specified employee" within the meaning of Section 409A, taking into account
the elections made and procedures established in resolutions adopted by the Board.
"Subsidiary" means any company of which the Company owns securities having a majority of the ordinary voting power in
electing the board of directors directly or through one or more subsidiaries.
"Termination Date" means the effective date of the termination of Executive's employment.
11. Notices.
Any notice provided for in this Agreement must be in writing and must be mailed, personally delivered or sent by reputable
overnight courier service (charges prepaid) to the recipient at the address below indicated:
If to the Company:
Rosetta Stone Ltd.
1919 North Lynn Street
7th Floor
Arlington, VA 22209
Attention: Chief Executive Officer
With a copy to: