Rosetta Stone 2014 Annual Report Download - page 116

Whereas, Director desires to have the opportunity to hold the Restricted Stock Units subject to the terms and conditions of this
Agreement;
Now, Therefore, in consideration of the premises, mutual covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:
(a) “Common Stock” shall mean the common stock of the Company, $.00005 par value per share (or such other par
value as may be designated by act of the Company’s shareholders).
(b) “Restricted Stock Unit” shall mean a Restricted Stock Unit issued under the Plan that is subject to the Forfeiture
Restrictions and the Transfer Restrictions set forth in Section 5.
(c) “Separation from Service” has the meaning set forth in the Plan.
(d) “Forfeiture Restrictions” shall mean the prohibitions and restrictions set forth herein with respect to the sale or other
disposition of the Restricted Stock Units issued to Director hereunder and the obligation to forfeit and surrender such Restricted Stock
Units to the Company under the Plan.
Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
2. Grant of Restricted Stock Units. Effective as of the Grant Date, the Company hereby grants to Director the number
of Restricted Stock Units set forth on the Cover Sheet. In accepting the award of Restricted Stock Units granted under this Agreement
Director accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. On the date of Director’s
Separation from Service with the Company, the Company shall issue to Director one share of the Common Stock in exchange for each
Restricted Stock Unit granted under this Agreement (including any additional Restricted Stock Units described in Section 4) that has
not been forfeited under the Plan and thereafter Director shall have no further rights with respect to such Restricted Stock Unit. The
Company shall cause to be delivered to Director in electronic book entry form any shares of the Common Stock that are to be issued
under the terms of this Agreement in exchange for Restricted Stock Units awarded hereby, and such shares of the Common Stock shall
be transferable by Director as provided herein (except to the extent that any proposed transfer would, in the opinion of counsel
satisfactory to the Company, constitute a violation of applicable securities law).
3. Restricted Stock Units Do Not Award Any Rights Of A Shareholder . Director shall not have the voting rights or any
of the other rights, powers or privileges of a holder of the Common Stock with respect to the Restricted Stock Units that are awarded
hereby. Only after a share of the Common Stock is issued in exchange for a Restricted Stock Unit will Director have all of the rights of
a shareholder with respect to such share of Common Stock issued in exchange for a Restricted Stock Unit.
4. Dividend Equivalent Payments.
(a) Cash Dividends. If during the period Director holds any Restricted Stock Units granted under this Agreement the
Company pays a dividend in cash with respect to the outstanding shares of the Common Stock, then the Company will increase the
Restricted Stock Units awarded hereby that have not then been