Rosetta Stone 2014 Annual Report Download - page 128

Exhibit 10.24
Rosetta Stone Inc. 2009 Omnibus Incentive Plan
2013 Rosetta Stone Inc. Long Term Incentive Program (LTIP)
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I. LTIP Goals
The purpose of the 2013 Rosetta Stone Inc. Long Term Incentive Program (the “LTIP”) is to:
•Motivate senior management to achieve key financial and strategic business objectives of Rosetta Stone Inc., and
its Subsidiary Corporations (individually and/or collectively, as applicable, “Rosetta Stone” or the “Company”);
•Offer eligible employees of the Company a competitive total compensation package;
•Reward employees in the success of the Company;
•Provide ownership in the Company; and
•Retain key talent.
Pursuant to Section 15.2 of the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “Plan”), the Compensation Committee
of the Company’s Board of Directors (“the Committee”) has adopted this LTIP to set forth the terms and conditions for
Performance Stock Awards and cash payments to be granted and/or paid to eligible Employees under the Plan. Except as
provided herein, all terms and definitions of the Plan are incorporated herein by reference.
The LTIP will be administered by the Committee in accordance with the Plan. The Committee shall have the power to
interpret all provisions in the LTIP. If the LTIP conflicts with any provisions of the Plan, the provisions of the Plan shall
govern in all cases. The Committee reserves the right to amend or terminate the LTIP as set forth in the Plan.
Awards granted under the LTIP are intended to qualify as “qualified performance-based compensation” as defined in Code
Section 162(m) (including any amendment to Code Section 162(m)) and any Treasury Regulations or rulings issued
thereunder that are requirements for qualifications. The LTIP shall be deemed amended to the extent necessary to conform
to such requirements and the Committee may take such actions as it may deem necessary to ensure that such Awards
will so qualify.
II. Approval by Stockholders of the Company
Before any payment of cash or the granting of Performance Stock Awards pursuant to an Award granted under the LTIP
can be made, the material terms of the Performance Goals(s) must be disclosed to, and subsequently approved by, the
Company’s stockholders in accordance with Treasury Regulation Section 1.162-27(e)(4). If the Company’s stockholders
have not approved (or do not approve, if applicable) the Performance Goal(s) and the terms of this LTIP prior to the end of
the 2013 fiscal year, then any Award under the LTIP shall be null and void, and any Employee who has received an Award
under the LTIP shall have no rights to any payment of cash or Performance Stock Awards pursuant to such Award.
III. LTIP Participants, Administration and Effective Date
The Employees who are currently employed in the following positions are eligible to receive Awards under this LTIP: Chief
Executive Officer (“CEO”); Chief Financial Officer; Chief Information Officer; Chief Innovation Officer; Chief Product Officer;
General Counsel; Senior Vice President, Human Resources; President, Global Consumer; President, Global Institutions
and other executives (each, an "Executive" and collectively, the "Executives”) as approved by the Committee from time-to-
time.
An Executive is eligible to participate in the LTIP only if  of the following criteria are met: