Rosetta Stone 2014 Annual Report Download - page 155

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Exhibit 10.28
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of June 2, 2014, between Rosetta
Stone Ltd., a Virginia corporation (together with its successors and assigns, the “Company”), and Christian Na (“Executive”).
Recitals
A. The Company and Executive desire to enter into an agreement pursuant to which the Company will employ Executive as
its Chief Legal Officer and Secretary subject to the terms and conditions of this Agreement.
Agreement
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the parties
agree as follows:
1. Employment.
The Company hereby engages Executive to serve as the Chief Legal Officer and Secretary of the Company and its Affiliates,
and Executive agrees to serve the Company and its Affiliates, during the Service Term (as defined in Section 4 below) in the
capacities, and subject to the terms and conditions, set forth in this Agreement.
2. Duties.
During the Service Term, Executive, as Chief Legal Officer and Secretary of the Company, shall have all the duties and
responsibilities customarily rendered by General Counsels of companies of similar size and nature and such other duties and
responsibilities as may be delegated from time to time by the Board or the Chief Executive Officer of the Company (“Chief Executive
Officer”) in their sole discretion. Executive will report to the Chief Executive Officer.
Executive will devote his best efforts and substantially all of his business time and attention (except for vacation periods and
periods of illness or other incapacity) to the business of the Company and its Affiliates. With the prior consent of the Chief Executive
Officer, Executive will be permitted to serve on the boards of other companies so long as such service does not unreasonably interfere
with his duties to the Company.
3. Salary, Bonus and Benefits.
The Board shall make all decisions related to Executive’s base salary and the payment of bonuses, if any. Executive’s Annual
Base Salary and other compensation will be reviewed by the Board at least annually.
(a) Base Salary. During the Service Term, the Company will pay Executive a base salary (the “Annual Base Salary”)
as the Board may designate from time to time. The initial Annual Base Salary shall be at the rate of $325,000 per annum paid in
accordance with the Company’s customary payroll practices (minus all applicable withholdings and deductions). Executive’s Annual
Base Salary for any partial year will be prorated based upon the number of days elapsed in such year. The Annual Base Salary may be