Rosetta Stone 2014 Annual Report Download - page 112

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.
(d) Upon the death of Optionee prior to the expiration of the Option, Optionee’s executors, administrators or any
person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any
time prior to the termination of the Option to exercise the Option with respect to the number of shares that Optionee would have been
entitled to exercise if he were still alive.
7. Capital Adjustments and Reorganizations. The existence of the Option shall not affect in any way the right or power
of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment,
recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any
debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or
engage in any other corporate act or proceeding.
8. Not a Service Agreement. This Agreement is not a service agreement, and no provision of this Agreement shall be
construed or interpreted to create a service relationship between Optionee and the Board, the Company, its subsidiaries or any of its
Affiliates or guarantee the right to remain a member of the Board for any specified term.
9. No Rights As Stockholder. 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.
10. Legend. 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.
11. Notices. 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.
12. Amendment and Waiver. 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