Rosetta Stone 2014 Annual Report Download - page 131

Notwithstanding any other provisions in the LTIP to the contrary, the following provisions shall apply to all Awards granted
under the LTIP. Generally, in the event of any change in the outstanding shares of Stock (including, without limitation, the
value thereof) after the Effective Date by reason of any share dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other corporate exchange, or any distribution to stockholders
of shares other than regular cash dividends, or any transaction similar to the foregoing, the Committee in its sole discretion
and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable as to: (i) the
number or kind of shares or other securities issued or reserved for issuance pursuant to the LTIP or pursuant to
outstanding Awards; (ii) the maximum number of shares for which Awards (including limits established for Performance
Stock Awards or other stock-based Awards) may be granted during a calendar year to any participant; and/or (iii) any other
affected terms of such Awards; provided, such substitution or adjustment shall be in compliance with the requirements of
Code Section 162(m).
Any payment of cash or granting of Performance Stock Awards under this LTIP will be distributed or granted to Executives
within 45 days of the end of the Program Period, upon approval from the Committee of the Company’s achievement of the
Performance Goals in accordance with the terms of this LTIP. If Performance Stock Awards are granted, the shares of
such Award will be 100% vested as of the date of grant.
V. Recipient Notification and LTIP Acceptance
Executives will receive notification from the Company or the Company’s designated equity broker notifying him or her of the
cash award and grant of Performance Stock Awards, as well as any additional instructions to accept or take ownership of
the shares of Performance Stock Awards.
VI. Changes in Employment
a. New Hires and Rehires - Executives hired or rehired after the Effective Date will be eligible for a prorated Award
as determined in the sole discretion of the Committee, unless eligible for the entire period per contractual obligation and the
Executive is not a “covered employee” under Code Section 162(m). There will be no retroactive Awards of Performance
Stock Awards.
b. Leaves of Absence - Awards are not prorated for approved leaves of absence.
c. Job Changes - In the event that an Executive’s job changes during the course of the Program Period, individual
LTIP eligibility will be reviewed on a case-by-case basis by the Company’s CEO and the Committee. The Committee is
responsible for approving eligibility in the LTIP in its sole discretion.
d. Voluntary Termination or Termination for Cause - If an Executive voluntarily terminates for any reason other than
for retirement (as provided for below) or is terminated for Cause (as defined in an Executive’s employment agreement with
the Company in effect as of the Effective Date or, if there is no employment agreement in effect, then as defined in Section
4.7 of the Plan), prior to the end of the Program Period, the Executive will forfeit eligibility and not be entitled to any payout
under this LTIP, except as otherwise provided by contractual obligation or directed by the Committee in its sole discretion
and the Executive is not a “covered employee” under Code Section 162(m).
e. Approved Disability, Retirement, or Involuntary Termination By the Company Without Cause - If an Executive
retires (where retirement is determined by the Committee in its sole discretion based on the age of the Executive and other
factors the Committee deems relevant, including compliance with Code Section 162(m)), is involuntarily terminated by the
Company without Cause, or has his or her employment terminated due to approved disability, cash awards and shares of
Performance Stock Awards, prorated based on the number of full calendar months Executive was