Rosetta Stone 2014 Annual Report Download - page 113

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.
13. Dispute Resolution. 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.
14. Governing Law and Severability. 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.
15. Transfer Restrictions. The Option Shares may not be sold or otherwise disposed of in any manner that would
constitute a violation of any applicable federal or state securities laws. Optionee also agrees (a) that the Company may refuse to cause
the transfer of Option Shares to be registered on the applicable stock transfer records if such proposed transfer would in the opinion of
counsel satisfactory to the Company constitute a violation of any applicable securities law and (b) that the Company may give related
instructions to the transfer agent, if any, to stop registration of the transfer of the Option Shares.
16. Successors and Assigns. This Agreement shall, except as herein stated to the contrary, inure to the benefit of and
bind the legal representatives, successors and assigns of the parties hereto.
17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original for
all purposes but all of which taken together shall constitute but one and the same instrument.
18. Option Transfer Prohibitions. The Option granted to Optionee under this Agreement shall not be transferable or
assignable by Optionee other than by will or the laws of descent and distribution, and shall be exercisable during Optionee’s lifetime
only by him except that the Optionee may transfer the Option to and allow the Option to by exercised by
_________________________. No further transfer of the Option shall be allowed without the written consent of the Company.
19. Definitions. The words and phrases defined in this Section 21 shall have the respective meanings set forth below
throughout this Agreement, unless the context in which any such word or phrase appears reasonably requires a broader, narrower or
different meaning.
(a) “Change in Control” means (i) the liquidation, dissolution or winding-up of the Company, (ii) the sale,
license or lease of all or substantially all of the assets of the Company, or (iii) a share exchange, reorganization, recapitalization, or
merger or consolidation of the Company with or into any other corporation or corporations (or other form of business entity) or of any
other corporation or corporations (or other form of business entity) with or into the Company, but excluding any merger effected
exclusively for the purpose of changing the domicile of the Company; provided, however, that a Change in Control shall not include
any of the aforementioned transactions listed in clauses (i), (ii) and (iii) involving the Company or a Subsidiary Corporation in which
the holders of shares of the Company voting stock outstanding immediately prior to such transaction or any Affiliate of such holders
continue to hold at least a majority, by voting power, of the capital stock or, by a majority, based on fair market value as determined in
good faith by the Board, of the assets, in each case in substantially the same proportion, of (x) the surviving or resulting