Rosetta Stone 2011 Annual Report Download - page 210

Affiliates as long as Optionee has an employment relationship with the Company, any Subsidiary Corporation or any Affiliates. The
Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and
the cause of such termination, under the Plan and the Committee's determination shall be final and binding on all persons.
10. Not an Employment Agreement. This Agreement is not an employment or service agreement, and no provision of
this Agreement shall be construed or interpreted to create an employment or other service relationship between Optionee and the
Company, its subsidiaries or any of its Affiliates or guarantee the right to remain employed by the Company, its subsidiaries or any of
its Affiliates, for any specified term or require the Company, its subsidiaries or any Affiliate to employ Employee for any period of
time.
11. No Rights As Stockholder. Optionee shall not have any rights as a stockholder with respect to any Option Shares
until the date of the issuance of such shares following Optionee's exercise of the Option pursuant to its terms and conditions and
payment of all amounts for and with respect to the shares. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date a certificate or certificates are issued for such shares or an uncertificated book-entry representing such
shares is made.
12. Legend. Optionee consents to the placing on the certificate for any Option Shares of an appropriate legend
restricting resale or other transfer of such shares except in accordance with the Securities Act of 1933 and all applicable rules
thereunder.
13. 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 Optionee at Optionee'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.
14. 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 Optionee. 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 director or officer of the Company other than Optionee. 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
5