Rosetta Stone 2011 Annual Report Download - page 226

rights under any pension, retirement, profit sharing or similar plan; or (iii) Executive's rights, if any, to
indemnification, and/or defense under any Company certificate of incorporation, bylaw and/or policy or procedure,
or under any insurance contract or any indemnification agreement with the Company, in connection with Executive's
acts and omissions within the course and scope of Executive's employment with the Company. Executive hereby
warrants that Executive has not assigned or transferred to any person any portion of any claim which is released,
waived and discharged above. Executive further states and agrees that Executive has not experienced any illness,
injury, or disability that is compensable or recoverable under the worker's compensation laws of any state that was
not reported to the Company by Executive before the Effective Date, and Executive agrees not to not file a worker's
compensation claim asserting the existence of any such previously undisclosed illness, injury, or disability.
Executive has specifically consulted with counsel with respect to the agreements, representations, and declarations
set forth in the previous sentence. Executive understands and agrees that by signing this Agreement Executive is
giving up any right to bring any legal claim against the Company concerning, directly or indirectly, Executive's
employment relationship with the Company, including Executive's separation from employment. Executive agrees
that this legal release is intended to be interpreted in the broadest possible manner in favor of the Company, to
include all actual or potential legal claims that Executive may have against the Company, except as specifically
provided otherwise in this Agreement.
(b) The Company, for itself, its affiliates, and any other person or entity that could or might act on behalf of it
including, without limitation, its attorneys (all of whom are collectively referred to as "Company Releasers"), hereby
fully and forever release and discharge Executive, Executive's heirs, representatives, assigns, attorneys, and any and
all other persons or entities that are now or may become liable to any Company Releaser on account of Executive's
employment with the Company or separation therefrom (all of whom are collectively referred to as "Company
Releasees") of and from any and all actions, causes of action, claims, demands, costs and expenses, including
attorneys' fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that the
Company Releasers, or any person acting under any of them, may now have, or claim at any future time to have,
based in whole or in part upon any act or omission relating to Employee's employment with the Company or
separation therefrom, without regard to present actual knowledge of such acts or omissions; PROVIDED,
HOWEVER, that notwithstanding the foregoing or anything else contained in this Agreement, the release set forth
in this Section shall not extend to: (i) any rights arising under this Agreement; (ii) a breach of fiduciary duty or other
misconduct that renders Executive ineligible for indemnification by the Company under applicable law, or any right
of recovery by the Company for Executive's breach of fiduciary duty or misconduct in her capacity as a director of
the Company under applicable law; or (iii) any claim or claims that the Company may have against Executive as of
the Effective Date of which the Company is not aware as of the Effective Date because of willful concealment by
Executive. The Company understands and agrees that by signing this Agreement, it is giving up its right to bring
any legal claim against Executive concerning, directly or indirectly, Executive's employment relationship with the
Company. The Company agrees that this legal release is intended to be interpreted in the broadest possible manner
in favor of Executive, to include all actual or potential legal claims that the Company may have against Executive
relating to Employee's employment with the Company or separation therefrom, except as specifically provided
otherwise in this Agreement.
(c) In order to provide a full and complete release, each of the Parties understands and agrees that this Release is
intended to include all claims, if any, covered under this Paragraph 2 that such Party may have and not now know or
suspect to exist in her or its favor against any other Party and that this Release extinguishes such claims. Thus, each
of the Parties expressly waives all rights under any statute or
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