Rosetta Stone 2011 Annual Report Download - page 204

12. Notices. Any notice, instruction, authorization, request, demand or other communications required hereunder shall
be in writing, and shall be delivered either by personal delivery, by telegram, telex, telecopy or similar facsimile means, by certified or
registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company's principal
business office address to the attention of the Company's General Counsel and to Executive at Executive's residential address as it
appears on the books and records of the Company, or at such other address and number as a party shall have previously designated by
written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by
facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by
facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by
express courier or delivery service, or sent by certified or registered mail, return receipt requested.
13. Amendment and Waiver. Except as otherwise provided herein or in the Plan or as necessary to implement the
provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company
and Executive. Only a written instrument executed and delivered by the party waiving compliance hereof shall waive any of the terms
or conditions of this Agreement. Any waiver granted by the Company shall be effective only if executed and delivered by a duly
authorized officer of the Company other than Executive. The failure of any party at any time or times to require performance of any
provisions hereof shall in no manner effect the right to enforce the same. No waiver by any party of any term or condition, or the
breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of
any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.
14. Dispute Resolution. In the event of any difference of opinion concerning the meaning or effect of the Plan or this
Agreement, such difference shall be resolved by the Compensation Committee of the Board of Directors.
15. Governing Law and Severability. The validity, construction and performance of this Agreement shall be governed by
the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement shall
not affect any other provision of this Agreement, which shall remain in full force and effect.
16. Successors and Assigns. Subject to the limitations which this Agreement imposes upon the transferability of the
Shares granted hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and
assigns, and to Executive, Executive's permitted assigns, executors, administrators, agents, legal and personal representatives.
17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original for
all purposes but all of which taken together shall constitute but one and the same instrument.
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