Rosetta Stone 2014 Annual Report Download - page 132

employed during the Program Period, will be distributed and granted at the same time as other payments (if any) made
under this LTIP after the completion of the Performance Period, unless otherwise directed by contractual obligation and the
Executive is not a “covered employee” under Code Section 162(m).
VII. No Employment Rights
The LTIP is not intended to be a contract of employment. Both the Executives and the Company have the right to end their
employment or service relationship with or without Cause or notice (subject to the terms of any separate written
employment agreement). The payment of an Award shall not obligate the Company to pay any Executive any particular
amount of remuneration, to continue the employment or services of the Executive after the payment, or to make further
payments to the Executive at any time thereafter.
VIII. Other Provisions
A. No Fiduciary Relationship. The Committee shall have no duty to manage or operate this LTIP in order to maximize the
benefits granted to the participants, but rather shall have full discretionary power to make all management and
operational decisions. This LTIP shall not be construed to create a fiduciary relationship between the Committee and the
participants.
B. General Creditor Status. The participants shall, in no event, be regarded as standing in any position, if at all, other than
as a general creditor of the Company with respect to any rights derived from the existence of the LTIP and shall receive
only the Company’s unfunded and unsecured promise to pay benefits under the LTIP.
C. Non-alienation of Benefits. No participant or his beneficiaries shall have the power or right to transfer, anticipate, or
otherwise encumber the participant’s interest under the LTIP. The provisions of the LTIP shall inure to the benefit of
each participant and his or her beneficiaries, heirs, executors, administrators or successors in interest.
D. Severability. If any provision of this LTIP is held invalid or unenforceable, the invalidity or unenforceability shall not affect
the remaining parts of the LTIP, and the LTIP shall be enforced and construed as if such provision had not been
included.
E. Tax Treatment. The Company shall have the authority and the right to deduct or withhold, report or require a participant
to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including any social
insurance, payroll tax, or payment on account) required by law to be withheld with respect to any taxable event
concerning a participant arising in connection with an Award.
F. Amendment. This LTIP may be wholly or partially amended or otherwise modified, suspended or terminated at any time
or from time to time by the Committee.
The Company has caused this LTIP to be executed by its duly authorized corporate officer effective as of January 1, 2013.
ROSETTA STONE INC.
By:
Name:
Title:
Date: