Rosetta Stone 2011 Annual Report Download - page 206

Exhibit 10.27
OPTION NO.:
ROSETTA STONE INC.
2009 OMNIBUS INCENTIVE PLAN, AS AMENDED
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Rosetta Stone Inc., a Delaware corporation (the "Company"), hereby grants an option to purchase shares of its Class B Common
Stock, $.00005 par value, (the "Stock") to the optionee named below. The terms and conditions of the Option are set forth in the
Nonqualified Stock Option Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended, (the "Plan").
Grant Date:
Name of Optionee:
Optionee's Employee Identification Number:
Number of Shares Covered by Option:
Option Price per Share:
Vesting Start Date:
Recipient understands and agrees that this Non-Qualified Stock Option Award is granted subject to and in accordance with the terms
of the Rosetta Stone, Inc. %%EQUITY_PLAN%-% (the "Plan"). Recipient further agrees to be bound by the terms of the Plan and
the terms of the Non-Qualified Stock Option Award as set forth in the Non-Qualified Stock Option Agreement and any Addenda to
such Non-Qualified Stock Option Agreement. A copy of the Plan is available on www.Etrade.com.
Nothing in this Notice or in the Non-Qualified Stock Option Agreement or in the Plan shall confer upon Recipient any right to
continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining Recipient) or of Recipient, which rights are hereby expressly reserved by each, to
terminate Recipient's Service at any time for any reason, with or without cause.
Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the Non-Qualified Stock
Option Agreement.
ROSETTA STONE INC.
Revised February 2012