Rosetta Stone 2011 Annual Report Download - page 222

In exchange for your timely execution of this Agreement, and allowing such Agreement to become effective without thereafter
revoking it (which includes executing and not revoking the release contained in Exhibit A), the Company will provide you the
following (the "Severance Benefits"):
• The Company will provide you with a lump sum payment of $300,000.00 which is equal to approximately twelve (12)
months of your current regular base pay (the "Severance Payment"). The Severance Payment will be reduced by
required withholdings and deductions. In addition, to the extent allowed under the law, the Severance Payment will be
further reduced by any amount that you are obligated to pay to (1) the Company pursuant to any relevant Company
policy and/or (2) to any third party pursuant to the terms of the Company Corporate Card Program, if applicable. Your
Severance Payment will be paid to you in a lump sum no later than January 31, 2012, provided that you signed this
Agreement (including Exhibit A) and did not revoke it. As your active service as an employee will end on your
Separation Date, this payment is not eligible for deferrals in the Company's 401(k) plan.
• The company will provide you relocation assistance from Arlington, VA ("VA"), to New York, NY ("NY"), as follows:
• Reimbursement for breakage of your car lease up to a maximum $7,500.00 upon receiving applicable receipts,
or proof of payment, no later than October 31, 2011.
• Reimbursement for a limited shipment of personal items, from VA to NY, upon receiving the Company's prior
approval of costs prior to any arrangement for shipment, and, upon receiving applicable receipts or proof of
payment no later than October 31, 2011.
• Arranging and purchasing 14 days in advance of departure a one-way economy class plane ticket, from VA to
NY, scheduled no later than October 17, 2011.
• The Company will provide you with a lump sum payment of $1,260, which is equal to 12 months of the basic life
insurance and AD&D premium applicable to Executive's basic life insurance coverage immediately prior to the
Separation Date. It will be paid within 30 days after your Separation Date. You may at your option convert your basic
life insurance coverage to an individual policy after the Separation Date by completing the forms required by the
Company for this purpose.
• The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of your Annual
Bonus earned up until such Separation Date within 30 days of the date the Company pays annual bonuses, if any, under
the 2011 Rosetta Stone Executive Bonus Plan.
• The Company shall provide the services of a professional outplacement and counseling firm, as designated by the
Company, for twelve (12) months to assist you in securing other employment following your Separation Date. If you do
not wish to utilize the services of the outplacement firm as designated by the Company, you may exercise the option to
receive a lump sum payment of $8,500.00 less applicable deductions and withholdings, within 30 days after your
Separation Date, provided that you have informed the Company of your choice no later than on your Separation Date.
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