Rosetta Stone 2011 Annual Report Download - page 166

Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder.
(c) The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with
detailed supporting documentation, to the Company and Eligible Employee within fifteen (15) business days after the date on which
right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the
Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive
upon the Company and Executive.
14. Indemnification.
During and following the employment period, the Company shall indemnify Executive and hold Executive harmless from
and against any claim, loss or cause of action arising from or out of Executive's performance as an officer, director or employee of the
Company or any of its Affiliates or in any other capacity, including any fiduciary capacity, in which Executive serves at the request of
Company to the maximum extent permitted by applicable law and the Company's By-Laws. Expenses incurred in defending or
investigating a threatened or pending action, suit or proceeding shall be paid directly by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the Company. To the extent that the Company reduces the
indemnity rights provided for under its By-Laws after execution of this Agreement, the Company's indemnity obligations hereunder
shall be unaffected (to the extent permitted by applicable law).
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