Rosetta Stone 2011 Annual Report Download - page 208

5. Manner of Exercise.
(a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Agreement, the
Option may be exercised by Optionee at any time, or from time to time, in whole or in part, on or prior to the termination of the
Option (as set forth in Section 6 of this Agreement) upon payment of the Option Price for the Option Shares to be acquired in
accordance with the terms and conditions of this Agreement and the Plan.
(b) If Optionee is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in
whole or part, Optionee shall (i) deliver to the Company a fully completed and executed notice of exercise, in such form as may be
designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased
pursuant to such exercise and (ii) remit to the Company in a form satisfactory to the Company, in its sole discretion, the Option Price
for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of
the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the
Plan.
(c) The Company's obligation to deliver shares of the Stock to Optionee under this Agreement is subject to
and conditioned upon Optionee satisfying all tax obligations associated with Optionee's receipt, holding and exercise of the Option.
Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan.
(d) The Company and its Affiliates and subsidiaries, as applicable, shall be entitled to deduct from any
compensation otherwise due to Optionee the amount necessary to satisfy all such taxes.
(e) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the
applicable terms and conditions of the Plan and the terms and conditions of this Agreement, the Company shall cause certificates for
the shares purchased hereunder to be delivered to Optionee or cause an uncertificated book-entry representing such shares to be made.
6. Termination of Option. Unless the Option terminates earlier as provided in this Section 6 the Option shall
terminate and become null and void at the close of business at the Company's principal business office on the day before the date of
the tenth anniversary of the Grant Date (the "Option General Expiration Date"). If Optionee ceases to be an employee of the
Company or any Subsidiary Corporation for any reason the Option shall not continue to vest after such cessation of service as an
employee of the Company or Subsidiary Corporation.
(a) If Optionee ceases to be an employee of the Company or any Subsidiary Corporation due to death or
Disability, (i) the portion of the Option that was exercisable on the date of such cessation shall remain exercisable for, and shall
otherwise terminate and become null and void at the close of business at the Company's principal business office on the day that is six
(6) months after the date of such death or Disability, but in no event after the Option
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