Rosetta Stone 2011 Annual Report Download - page 164

arising out of or relating to this Agreement; and (ii) agree that all claims in respect of such action or proceeding may be heard or
determined in any such court. Each party hereby waives 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.
(f) Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including attorney's fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order
to enforce or prevent any violations of the provisions of this Agreement.
(g) Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior
written consent of the Company and Executive.
(h) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a
Saturday, Sunday or holiday in the state in which the Company's chief executive office is located, the time period shall be
automatically extended to the business day immediately following, such Saturday, Sunday or holiday. The provisions of this
Section 12(h) shall not apply to determine the date an amount is payable under Section 3(c)(ii) or 6.
(i) Termination. This Agreement (except for the provisions of Sections 1, 2, 3, and 4) shall survive the termination of
Executive's employment with the Company and shall remain in full force and effect after such termination.
(j) No Waiver. A waiver by any party hereto of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that such party would otherwise have on any future occasion. Neither failure to exercise nor
any delay in exercising on the part of any party hereto, any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and
may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.
(k) Insurance. The Company, at its discretion, may apply for and procure in its own name for its own benefit life and/
or disability insurance with respect to Executive in any amount or amounts considered available provided, however, that such
procurement of insurance does not restrict the amount of insurance that Executive may obtain for his own personal use. Executive
agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other
instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has
no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.
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