Rosetta Stone 2011 Annual Report Download - page 198

ROSETTA STONE INC.
2009 OMNIBUS INCENTIVE PLAN, AS AMENDED
RESTRICTED STOCK AWARD AGREEMENT
This RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") and the Cover Sheet to which this Agreement is
attached (the "Cover Sheet") is made by and between Rosetta Stone Inc., a Delaware corporation (the "Company"), and Executive (as
that term is defined in the Covered Sheet), effective as of the Grant Date set forth on the Cover Sheet (the "Grant Date"), pursuant to
the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended, (the "Plan"), a copy of which previously has been made available to
Executive and the terms and provisions of which are incorporated by reference herein.
WHEREAS, the Company desires to grant to Executive the shares of the Company's common stock, $.00005 par value, set
forth on the "Number of Shares of Restricted Stock Granted" line on the Cover Sheet (the "Shares"), subject to the terms and
conditions of this Agreement; and
WHEREAS, Executive desires to have the opportunity to hold the Shares subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
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