Rosetta Stone 2011 Annual Report Download - page 171

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 relating to
Employee's employment with the Company or separation there from, without regard to present actual knowledge of such acts or
omissions; PROVIDED, HOWEVER, that notwithstanding the foregoing or anything else contained in this Release, the release set
forth in this Section shall not extend to: (i) any rights arising under this Release; (ii) a breach of fiduciary duty or other misconduct
that renders Executive ineligible for indemnification by the Company under applicable law, or any right of recovery by the Company
for Executive's breach of fiduciary duty or misconduct in his capacity as an officer and/or director of the Company under applicable
law; or (iii) any claim or claims that the Company may have against Executive as of the Effective Date of which the Company is not
aware as of the Effective Date because of willful concealment by Executive. The Company understands and agrees that by signing
this Release, it is giving up its right to bring any legal claim against Executive concerning, directly or indirectly, Executive's
employment relationship with the Company. The Company agrees that this legal release is intended to be interpreted in the broadest
possible manner in favor of Executive, to include all actual or potential legal claims that the Company may have against Executive
relating to Employee's employment with the Company or separation therefrom, except as specifically provided otherwise in this
Release.
(c) In order to provide a full and complete release, each of the Parties understands and agrees that this Release
is intended to include all claims, if any, covered under this Section 2 that such Party may have and not now know or suspect to exist in
his or its favor against any other Party and that this Release extinguishes such claims. Thus, each of the Parties expressly waives all
rights under any statute or common law principle in any jurisdiction that provides, in effect, that a general release does not extend to
claims which the releasing party does not know or suspect to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the party being released.
(d) Executive acknowledges that he consulted with an attorney of his choosing before signing this the
Employment Agreement and this Release, and that the Company provided him with no fewer than twenty-one (21) days during which
to consider the provisions of the Employment Agreement and this Release and, specifically the release set forth at Section 2(a) above,
although Executive may sign and return the Release sooner if he so chooses. Executive further acknowledges that he has the right to
revoke this Release for a period of seven (7) days after signing it and that this Release shall not become effective until such seven (7)-
day period has expired. Executive acknowledges and agrees that if he wishes to revoke this Release, he must do so in writing, and that
such revocation must be signed by Executive and received by the Company in care of the Chief Executive Officer no later than 5 p.m.
(Eastern Time) on the seventh (7th) day after Executive has signed this Release. Executive acknowledges and agrees that, in the event
that he revokes this Release, he shall have no right to receive the Severance Payments. Executive represents that he has read this
Release, including the release set forth in Section 2(a), above, affirms that this Release and the Employment Agreement provide him
with benefits to which he would not otherwise be entitled, and understands its terms and that he enters into this Release freely,
voluntarily, and without coercion.
3. Executive acknowledges that he has received all compensation to which he is entitled for his work up to his last day
of employment with the Company, and that he is not
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