Rosetta Stone 2011 Annual Report Download - page 214

ROSETTA STONE INC.
2009 OMNIBUS INCENTIVE PLAN, AS AMENDED
RESTRICTED STOCK AWARD AGREEMENT
This RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") and the Cover Sheet to which this Agreement is
attached (the "Cover Sheet") is made by and between Rosetta Stone Inc., a Delaware corporation (the "Company"), and Employee (as
that term is defined in the Covered Sheet), effective as of the Grant Date set forth on the Cover Sheet (the "Grant Date"), pursuant to
the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended, (the "Plan"), a copy of which previously has been made available to
Employee and the terms and provisions of which are incorporated by reference herein.
WHEREAS, the Company desires to grant to Employee the shares of the Company's common stock, $.00005 par value, set
forth on the "Number of Shares of Restricted Stock Granted" line on the Cover Sheet (the "Shares"), subject to the terms and
conditions of this Agreement; and
WHEREAS, Employee desires to have the opportunity to hold the Shares subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:
(a) "Forfeiture Restrictions" shall mean the prohibitions and restrictions set forth herein with respect to the sale or other
disposition of the Shares issued to Employee hereunder and the obligation to forfeit and surrender such Shares to the Company.
(b) "Period of Restriction" shall mean the period during which Restricted Shares are subject to Forfeiture Restrictions
and during which Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered.
(c) "Restricted Shares" shall mean the Shares that are subject to the Forfeiture Restrictions under this Agreement.
(d) "Disability" shall have the meaning ascribed to such term in the Plan, as it may be amended from time to time.
Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
2. Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in Employee's
name the Shares as Restricted Shares. The Company shall cause electronic book entries evidencing the Restricted Shares, and any
shares of the Stock or
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