Rosetta Stone 2011 Annual Report Download - page 172

entitled to any further pay or benefit of any kind, for services rendered or any other reason, other than the Severance Payments.
4. Executive agrees that the only thing of value that he will receive by signing this Release is the Severance Payments.
5. The Parties agree that their respective rights and obligations under the Employment Agreement shall survive the
execution of this Release.
6. The parties understand and agree that this Release shall not be construed as an admission of liability on the part of
any person or entity, liability being expressly denied.
7. Executive represents and warrants to the Company that, prior to the Effective Date, Executive did not disclose to
any person, other than to Executive's spouse, tax advisor and counsel, the terms of this Release or the circumstances under which the
matter that is the subject of this Release has been resolved. After the Effective Date, neither Executive, counsel for Executive, nor any
other person under Executive's control shall disclose any term of this Release or the circumstances of Executive's separation from the
Company, except that Executive may disclose such information to Executive's spouse, or as required by subpoena or court order, or to
an attorney or accountant to the extent necessary to obtain professional advice. Executive shall not be entitled to rely upon the
foregoing exception for disclosures pursuant to subpoena or court order unless Executive has given the Company written notice,
within three business days following service of the subpoena or court order.
8. Executive covenants never to disparage or speak ill of the Company or any the Company product or service, or of
any past or present employee, officer or director of the Company, nor shall Executive at any time harass or behave unprofessionally
toward any past, present or future the Company employee, officer or director.
9. Executive acknowledges that because of Executive's position with the Company, Executive may possess
information that may be relevant to or discoverable in connection with claims, litigation or judicial, arbitral or investigative
proceedings initiated by a private party or by a regulator, governmental entity, or self-regulatory organization, that relates to or arises
from matters with which Executive was involved during Executive's employment with the Company, or that concern matters of which
Executive has information or knowledge (collectively, a "Proceeding"). Executive agrees that Executive shall testify truthfully in
connection with any such Proceeding, shall cooperate with the Company in connection with every such Proceeding, and that
Executive's duty of cooperation shall include an obligation to meet with the Company representatives and/or counsel concerning all
such Proceedings for such purposes, and at such times and places, as the Company reasonably requests, and to appear for deposition
and/or testimony upon the Company's request and without a subpoena. The Company shall reimburse Executive for reasonable out-
of-pocket expenses that Executive incurs in honoring Executive's obligation of cooperation under this Section 9.
10. Miscellaneous Terms and Conditions
(a) Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or
become, different than the facts or law as believed by the party at
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