Rosetta Stone 2014 Annual Report Download - page 118

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. Nontransferability. The Agreement is not transferable by Director otherwise than by will or by the laws of descent
and distribution.
9. 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 Director 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.
10. Legend. Director consents to the placing of a notation containing an appropriate legend restricting resale or other
transfer of any electronic book entry form of shares of Common Stock issued under the Agreement except in accordance with
applicable law 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 Director at Director’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provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company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 Director. 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 officer of the Company. 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.
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. Successors and Assigns. Subject to the limitations which this Agreement imposes upon the transferability of the
Restricted Stock Units granted hereby and any shares of the Common Stock issued