Rosetta Stone 2014 Annual Report Download - page 137
Download and view the complete annual report
Please find page 137 of the 2014 Rosetta Stone annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
1 -
2
-
3
-
4
-
5
-
6
-
7
-
8
-
9
-
10
-
11
-
12
-
13
-
14
-
15
-
16
-
17
-
18
-
19
-
20
-
21
-
22
-
23
-
24
-
25
-
26
-
27
-
28
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
37
-
38
-
39
-
40
-
41
-
42
-
43
-
44
-
45
-
46
-
47
-
48
-
49
-
50
-
51
-
52
-
53
-
54
-
55
-
56
-
57
-
58
-
59
-
60
-
61
-
62
-
63
-
64
-
65
-
66
-
67
-
68
-
69
-
70
-
71
-
72
-
73
-
74
-
75
-
76
-
77
-
78
-
79
-
80
-
81
-
82
-
83
-
84
-
85
-
86
-
87
-
88
-
89
-
90
-
91
-
92
-
93
-
94
-
95
-
96
-
97
-
98
-
99
-
100
-
101
-
102
-
103
-
104
-
105
-
106
-
107
-
108
-
109
-
110
-
111
-
112
-
113
-
114
-
115
-
116
-
117
-
118
-
119
-
120
-
121
-
122
-
123
-
124
-
125
-
126
-
127 -
128 -
129 -
130 -
131 -
132 -
133 -
134 -
135 -
136 -
137 -
138 -
139 -
140 -
141 -
142 -
143 -
144 -
145 -
146 -
147 -
148
-
149
-
150
-
151
-
152
-
153
-
154
-
155
-
156
-
157
-
158
-
159
-
160
-
161
-
162
-
163
-
164
-
165
-
166
-
167
-
168
-
169
-
170
-
171
-
172
-
173
-
174
-
175
-
176
-
177
-
178
-
179
-
180
-
181
-
182
-
183
-
184
-
185
-
186
-
187
-
188
-
189
-
190
-
191
-
192
-
193
-
194
-
195
-
196
-
197
-
198
-
199
-
200
-
201
-
202
-
203
-
204
-
205
-
206
-
207
-
208
-
209
-
210
 |
 |
circumstances related to a restatement or adjustment, regardless of whether the Executive directly contributed to the
misconduct which resulted in the restatement or adjustment.
If the Executive does not, within sixty (60) days from the date of the Committee’s written demand for recoupment, make full
repayment of the requested recoupment amount to the Company, the Committee may take legal action against the
Executive for such repayment.
IV. Administration
The Committee is responsible for maintaining and administering the Policy as in effect from time to time. Without limitation,
the Committee shall have the authority to interpret the Policy in its sole and absolution discretion. The Committee may
delegate one or more duties or powers under the Policy from time to time.
V. Executives Subject to Policy
For purposes of the Policy, “Executive” means the Company’s current and former Chief Executive Officer and any other
current or former “Executive Officer”, as that term is defined in the Committee’s Charter.
VI. Preservation of Other Rights and Remedies
Nothing in this Policy restricts or limits the Company from enforcing any other rights or remedies available to it, including,
without limitation, the Company’s ability to seek recoupment of any amounts from any other employee or former employee,
as appropriate and pursuant to applicable law, regardless of whether the employee or former employee is an Executive.
This Policy should be interpreted and applied consistent with the maximum scope of rights and remedies available to the
Company under applicable laws.
VII. Amendment
The Board of Directors and Committee reserve the right to amend the Policy as it deems appropriate in its sole and
absolute discretion, and may terminate the Policy at any time, with or without prior notice, including as and when the
Company may determine that it is legally required by U.S. Securities and Exchange Commission rule or New York Stock
Exchange rule. This Policy will remain in force as it may be amended from time to time or until it is terminated.
Adopted by the Compensation Committee on August 25, 2014 to be effective as of January 1, 2014.