Rosetta Stone 2011 Annual Report Download - page 169

CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND GENERAL RELEASE. BY SIGNING
THIS AGREEMENT AND GENERAL RELEASE YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.
Agreement and General Release
This Agreement and General Release ("Release") is between Rosetta Stone Ltd. (the "Company") and Pragnesh Shah
("Executive") (each a "Party," and together, the "Parties"). For purposes of this Release "Effective Date" shall mean the date that is the
eighth day after the date on which Executive signs this Release, provided Executive has not revoked this Release pursuant to
Section 2(d) below.
Recitals
A. Executive and the Company are parties to an Employment Agreement to which this Release is appended as
Exhibit A (the "Employment Agreement").
B. Executive wishes to receive the Severance Payments described Section 6(a) of the Employment Agreement.
C. Executive and the Company wish to resolve, except as specifically set forth herein, all claims between them arising
from or relating to any act or omission predating the Separation Date defined below.
Agreement
The Parties agree as follows:
1. Confirmation of Severance Benefit Obligation. The Company shall pay or provide to Executive the entire
Severance Payments, as, when and on the terms and conditions specified in the Employment Agreement.
2. Legal Releases
(a) Executive, on behalf of Executive and Executive's heirs, personal representatives and assigns, and any
other person or entity that could or might act on behalf of Executive, including, without limitation, Executive's counsel (all of whom
are collectively referred to as "Executive Releasers"), hereby fully and forever releases and discharges the Company, its present and
future affiliates and subsidiaries, and each of their past, present and future officers, directors, employees, shareholders, independent
contractors, attorneys, insurers and any and all other persons or entities that are now or may become liable to any Executive Releaser
due to any Executive Releasee's act or omission, (all of whom are collectively referred to as "Executive Releasees") of and from any
and all actions, causes of action, claims, demands, costs and expenses, including attorneys' fees, of every kind and nature whatsoever,
in law or in equity, whether now known or unknown, that Executive Releasers, or any person acting under any of them, may now
have, or claim at any future time to have, based in whole or in part upon any act or omission occurring on or before the Effective Date,
without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters
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