Rosetta Stone 2011 Annual Report Download - page 235

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Exhibit 24.1
ROSETTA STONE INC.
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Stephen M. Swad and Michael C. Wu, or either of them, each with power to
act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Annual Report on Form 10-K of Rosetta Stone Inc. (the "Company") and any or all subsequent amendments and
supplements to the Annual Report on Form 10-K, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby qualifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Each person whose signature appears below may at any time revoke this power of attorney as to himself or herself only by an instrument in writing
specifying that this power of attorney is revoked as to him or her as of the date of execution of such instrument or at a subsequent specified date. This power
of attorney shall be revoked automatically with respect to any person whose signature appears below effective on the date he or she ceases to be a member of
the Board of Directors or an officer of the Company. Any revocation hereof shall not void or otherwise affect any acts performed by any attorney-in-fact and
agent named herein pursuant to this power of attorney prior to the effective date of such revocation.
Dated: March 13, 2012
Signature Title
/s/ STEPHEN M. SWAD
Stephen M. Swad
Chief Executive Officer, Chief Financial Officer and Director
(Principal Executive, Financial and Accounting Officer)
/s/ TOM P.H. ADAMS
Tom P.H. Adams
Chairman of the Board, Director
/s/ PHILLIP A. CLOUGH
Phillip A. Clough
Director
/s/ JOHN T. COLEMAN
John T. Coleman
Director
/s/ LAURENCE FRANKLIN
Laurence Franklin
Director
/s/ PATRICK W. GROSS
Patrick W. Gross
Director
/s/ MARGUERITE W. KONDRACKE
Marguerite W. Kondracke
Director
/s/ THEODORE J. LEONSIS
Theodore J. Leonsis
Director
/s/ JOHN E. LINDAHL
John E. Lindahl
Director