Rosetta Stone 2011 Annual Report Download - page 217

Shares without the prior written approval of the General Counsel of the Company. If the election is permitted as provided in the prior
sentence, Employee shall timely pay the Company the amount necessary to satisfy the Company's attendant tax withholding
obligations, if any.
8. No Fractional Shares. All provisions of this Agreement concern whole Shares. If the application of any provision
hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and
rounded up to the next whole share if it is 0.5 or more.
9. Employment Relationship. For purposes of this Agreement, Employee shall be considered to be in the employment
of the Company and its Affiliates as long as Employee has an employment relationship with the Company and its 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 agreement, and no provision of this
Agreement shall be construed or interpreted to create an employment relationship between Employee and the Company or any
Affiliate, to guarantee the right to remain employed by the Company or any Affiliate for any specified term or require the Company or
any Affiliate to employ Employee for any period of time.
11. Legend. Employee consents to the placing of an appropriate legend notation on the electronic book entry
representing the Shares restricting resale or other transfer of the Shares except in accordance with all applicable securities laws and
rules thereunder.
12. 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 Employee at Employee'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.
13. 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 Employee. 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 officer of the Company other than Employee. 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
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