Rosetta Stone 2014 Annual Report Download - page 111

(b) If Optionee is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in
whole or part, Optionee shall (i) deliver to the Company a fully completed and executed notice of exercise, in such form as may be
designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased
pursuant to such exercise and (ii) remit to the Company in a form satisfactory to the Company, in its sole discretion, the Option Price
for the Option Shares to be acquired on exercise of the Option.
(c) Upon full payment of the Option Price and subject to the applicable terms and conditions of the Plan and the
terms and conditions of this Agreement, the Company shall cause certificates for the shares purchased hereunder to be delivered to
Optionee or cause an uncertificated book-entry representing such shares to be made.
6. Termination of Option. Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate
and become null and void at the close of business at the Company’s principal business office on the day before the date of the tenth
anniversary of the Grant Date (the “Option General Expiration Date”). If Optionee ceases to serve as a member of the Board for any
reason the Option shall not continue to vest after such cessation of service as a member of the Board.
(a) If Optionee ceases to serve as a member of the Board due to death or Disability, (i) the portion of the Option
that was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and become null and void
at the close of business at the Company’s principal business office on the day that is six (6) months after the date of such death or
Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the
date of such cessation shall be forfeited and become null and void immediately upon such cessation.
(b) If Optionee ceases to serve as a member of the Board due to Cause, all of the Option shall be forfeited and
become null and void immediately upon such cessation, whether or not then exercisable. For purposes of this Section 6(b) the term
"Cause" means the occurrence of one of the following events: (i) commission of a felony or a crime involving moral turpitude or the
commission of any other act or omission involving dishonesty in the performance of his duties to the Company, an Affiliate or
Subsidiary Corporation or fraud; (ii) substantial and repeated failure to perform duties of a member of the Board or a committee of the
Board on which Optionee serves as reasonably directed by the Board; (iii) gross negligence or willful misconduct with respect to the
Company; (iv) material breach of any agreement between Optionee and the Company that is not cured within ten (10) days after
receipt of written notice thereof from the Company; (v) failure, within ten (10) days after receipt by Optionee of written notice thereof
from the Company, to correct, cease or otherwise alter any failure to comply with instructions or other action or omission which the
Board reasonably believes does or may materially or adversely affect its business or operations; (vi) misconduct which is of such a
serious or substantial nature that a reasonable likelihood exists that such misconduct will materially injure the reputation of the
Company or its Subsidiary Corporations if Optionee was to remain a member of the Board; (vii) harassing or discriminating against the
Company’s employees, customers or vendors in violation of the Company’s policies with respect to such matters; and/or
(viii) misappropriation of funds or assets of the Company for personal use or willful violation of Company policies or standards of
business conduct as determined in good faith by the Board.
(c) If Optionee ceases to serve as a member of the Board for any reason other than death, Disability, or Cause,
(i) the portion of the Option that was exercisable on the date of such cessation shall remain exercisable for, and shall otherwise
terminate and become null and void at the close of business at the Company’s principal business office on the day that is 30-days after
the date of such cessation, but in no