Rosetta Stone 2014 Annual Report Download - page 101

Table of Contents
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3.1 (1)
Second Amended and Restated Certificate of Incorporation.
3.2 (1)
Second Amended and Restated Bylaws.
4.1 (1)
Specimen certificate evidencing shares of common stock.
4.2 (1)
Registration Rights Agreement dated as of January 4, 2006 among Rosetta Stone Inc. and the Investor
Shareholders and other Shareholders listed on Exhibit A thereto.
10.1 +(1)
2006 Incentive Option Plan.
10.2 +(2)
2009 Omnibus Incentive Plan, as amended and restated effective February 13, 2014.
10.3 +(1)
Director Form of Option Award Agreement under the 2006 Plan.
10.4 +(1)
Executive Form of Option Award Agreement under the 2006 Plan.
10.5 +
Executive Form of Option Award Agreement under the 2009 Plan.
10.6 +
Director Form of Option Award Agreement under the 2009 Plan.
10.7 (1)
Form of Indemnification Agreement entered into with each director and executive officer.
10.8 (1)
Lease Agreement dated as of February 20, 2006, by and between Premier Flex Condos, LLC and
Fairfield Language Technologies, Inc., as amended.
10.9 (1)
Sublease Agreement dated as of October 6, 2008, by and between The Corporate Executive Board
Company and Rosetta Stone Ltd.
10.10 (1)
Software License Agreement by and between The Regents of the University of Colorado and Fairfield &
Sons Ltd. dated as of December 22, 2006.***
10.11 +(1)
Form of Restricted Stock Award Agreement under the 2009 Plan.
10.12 +
Director Form of Restricted Stock Unit Award Agreement under the 2009 Plan.
10.13 +(3)
Executive Employment Agreement between Rosetta Stone Ltd. and Stephen Swad effective as of
November 9, 2010.
10.14 +(4)
Executive Employment Agreement between Rosetta Stone Ltd. and Judy Verses effective as of
October 5, 2011.
10.15 +(4)
Amendment to Executive Employment Agreement between Rosetta Stone Ltd. and Stephen Swad
effective as of December 22, 2011.
10.16 +(4)
Second Amendment to Executive Employment Agreement between Rosetta Stone Ltd. and Stephen
Swad effective as of February 22, 2012.
10.17 +(4)
Amended Executive Form of Option Award Agreement under 2009 Plan effective for awards after
October 1, 2011.
10.18 +(4)
Amended Executive Form of Restricted Stock Award Agreement under 2009 Plan effective for awards
after October 1, 2011.
10.19 +(5)
Executive Employment Agreement between Rosetta Stone Ltd. and Thomas Pierno effective as of May
2, 2012.
10.20 (6)
First Amendment to Sublease Agreement with The Corporate Executive Board, dated as of November 1,
2012.
10.21 (7)
Agreement and Plan of Merger among Rosetta Stone Ltd., Liberty Merger Sub Inc., LiveMocha, Inc.,
and Shareholder Representative Services LLC., dated April 1, 2013.
10.22 (8)
Loan and Security Agreement between Rosetta Stone Ltd. and Silicon Valley Bank, executed on
October 28, 2014.
10.23 +
2014 Executive Bonus Plan.
10.24 +
2013 Rosetta Stone Inc. Long Term Incentive Program (pursuant to the Rosetta Stone Inc. 2009
Omnibus Incentive Plan).
10.25 +
Form of Award Agreement under the 2013 Long Term Incentive Program.
10.26 +
Policy on Recoupment of Performance Based Compensation (Clawback Policy).
10.27
Sub-Sublease Agreement dated as of April 3, 2014, by and between Rosetta Stone Ltd. and The
Corporate Executive Board Company.