Rosetta Stone 2011 Annual Report Download - page 185
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Exhibit 10.23
SECOND AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT (the "Amendment") made effective on February 22, 2012 to the Executive Employment
Agreement, dated as of November 9, 2010 ("Employment Agreement"), as amended by the Amendment to the Executive Employment
Agreement, dated December 22, 2011, among Rosetta Stone Ltd., a Virginia corporation (together with its successors and assigns, the
"Company"), and Stephen M. Swad (the "Executive").
WHEREAS, the Company and the Executive have previously entered into the Employment Agreement; and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement in connection with Executive's
promotion to President and Chief Executive Officer.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the
parties agree as follows:
1. Recital A. of the Employment Agreement is amended by deleting it in its entirety and substituting the following
therefor:
A. The Company and Executive desire to enter into an agreement pursuant to which the Company will employ
Executive as its President and Chief Executive Officer subject to the terms and conditions of this Agreement.
2. Section 1. of the Employment Agreement is amended by deleting the reference to "Chief Financial Officer" and
substituting the position with "President and Chief Executive Officer."
3. Section 2. of the Employment Agreement is amended by deleting it in its entirety and substituting the following
therefor:
2. Duties.
During the Service Term, Executive, as President and Chief Executive Officer of the Company, shall have all the duties and
responsibilities customarily rendered by chief executive officers of companies of similar size and nature and such other duties and
responsibilities as may be delegated from time to time by the Board in its sole discretion. Executive will report to the Board.
Executive will devote his best efforts and substantially all of his business time and attention (except for vacation periods and periods
of illness or other incapacity) to the business of the Company and its Affiliates. With the prior consent of the Board, Executive will be
permitted to serve on the boards of other companies so long as such service does not unreasonably interfere with his duties to the
Company.
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