Rosetta Stone 2011 Annual Report Download - page 213

Exhibit 10.28
ROSETTA STONE INC.
2009 OMNIBUS INCENTIVE PLAN, AS AMENDED
COVER SHEET TO
RESTRICTED STOCK AWARD AGREEMENT
Rosetta Stone Inc., a Delaware corporation (the "Company"), has granted to the individual whose name is set forth below on the
"Name of Employee" line ("Employee") the shares of the Company's common stock, $.00005 par value, specified herein, subject to the
terms and conditions set forth in this Cover Sheet, in the Restricted Stock Award Agreement and in the Rosetta Stone Inc. 2009
Omnibus Incentive Plan, as amended, (the "Plan").
Grant Date:
Name of Employee:
Employee's Employee Identification Number:
Number of Shares of Restricted Stock Granted:
Vesting Start Date:
Recipient understands and agrees that this Restricted Stock 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 Restricted Stock Award as set forth in the Restricted Stock Award Agreement and any Addenda to such Restricted Stock
Award Agreement. A copy of the Plan is available on www.etrade.com.
Nothing in this Notice or in the Restricted Stock Award 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 Restricted Stock
Award Agreement.
ROSETTA STONE INC.