Rosetta Stone 2011 Annual Report Download - page 221

Life Insurance
Your Company-paid life insurance will continue through the end of the month in which your Separation Date occurs. You may have
the right to elect to convert your life insurance into individual policies pursuant to applicable law and the terms of the life insurance
policy.
Retirement Plan
You will retain your vested benefits, if any, under any applicable qualified retirement plans of the Company, as determined under the
terms of the governing plan documents.
Additional Benefit Information
Except as specifically set forth in this Agreement or required by applicable law, as of your Separation Date, you shall cease to
participate in all employee benefit plans, policies, and practices provided by the Company, and you shall not be entitled to any other
compensation and/or benefits other than as set forth in this Agreement.
Company Property and Continuing Obligations to the Company
Prior to your departure on your last day worked, you must return to your department manager all the Company property in your
possession, including, but not limited to, your identification badge, keys, computers, corporate credit cards, telephones, parking
permits and the original and all copies of any written, recorded, or computer readable information about Company practices,
procedures, trade secrets, customer lists or product marketing associated with the Company's business and any other information
deemed proprietary or confidential in accordance with Company policies or your Executive Employment Agreement dated
January 25, 2011 (the "Employment Agreement"). By signing this Agreement, you represent that you have returned all Company
confidential or proprietary information in your possession and that you took all reasonable steps to protect the confidentiality of such
Company information during your employment. You agree that you are bound by (a) all the terms of the Company's Code of Ethics
and Business Conduct through your Separation Date and (b) your Employment Agreement, which remains in full force and effect after
your Separation Date, and includes, among other obligations, the continuing duty not to disclose confidential and proprietary
information after your Separation Date and the continuing duty not to compete with the Company or its affiliates or solicit its or its
subsidiaries or affiliates employees or customers within the parameters detailed in your Employment Agreement.
Severance Benefits
In addition, under the terms and conditions as detailed below, the Company will provide you additional payments and benefits, which
you acknowledge are payments and benefits to which you are otherwise not entitled, if you sign and submit this Agreement (within the
required time period described in the "Decision Period" section below) and do not thereafter revoke it. Please carefully read and
consider the provisions of this Agreement. If you do not sign this Agreement within the required time period, or if you later revoke
this Agreement, you will not receive the additional payments and benefits described below. The release contained in Exhibit A hereto is
an integral part of this Agreement. For purposes of clarity, you should understand that the payments and benefits provided under this
Agreement are contingent upon executing of a release in the form of Exhibit A.
2