Rosetta Stone 2014 Annual Report Download - page 107

10. . This Agreement is not an employment or service agreement, and no provision of
this Agreement shall be construed or interpreted to create an employment or other service relationship between Optionee and the
Company, its subsidiaries or any of its Affiliates or guarantee the right to remain employed by the Company, its subsidiaries or any of
its Affiliates, for any specified term or require the Company, its subsidiaries or any Affiliate to employ Employee for any period of
time.
11. . Optionee shall not have any rights as a stockholder with respect to any Option Shares
until the date of the issuance of such shares following Optionee’s exercise of the Option pursuant to its terms and conditions and
payment of all amounts for and with respect to the shares. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date a certificate or certificates are issued for such shares or an uncertificated book-entry representing such
shares is made.
12. . Optionee consents to the placing on the certificate for any Option Shares of an appropriate legend restricting
resale or other transfer of such shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.
13. . Any notice, instruction, authorization, request, demand or other communications required hereunder shall be
in writing, and shall be delivered either by personal delivery, by telegram, telex, telecopy or similar facsimile means, by certified or
registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company’s principal
business office address to the attention of the Company’s General Counsel and to Optionee at Optionee’s residential address as it
appears on the books and records of the Company, or at such other address and number as a party shall have previously designated by
written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by
facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by
facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by
express courier or delivery service, or sent by certified or registered mail, return receipt requested.
14.   . Except as otherwise provided herein or in the Plan or as necessary to implement the
provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company
and Optionee. Only a written instrument executed and delivered by the party waiving compliance hereof shall waive any of the terms
or conditions of this Agreement. Any waiver granted by the Company shall be effective only if executed and delivered by a duly
authorized director or officer of the Company other than Optionee. The failure of any party at any time or times to require performance
of any provisions hereof shall in no manner effect the right to enforce the same. No waiver by any party of any term or condition, or
the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of
any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.
15. . In the event of any difference of opinion concerning the meaning or effect of the Plan or this
Agreement, such difference shall be resolved by the Committee.
16.  . The validity, construction and performance of this Agreement shall be governed
by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement
shall not affect any other provision of this Agreement, which shall remain in full force and effect.