Rosetta Stone 2014 Annual Report Download - page 158

(d) Immediately (after taking into consideration any cure period, if applicable) upon delivery to Executive of a written
notice from the Chief Executive Officer that Executive has been terminated with or without Cause. “Cause” shall mean termination
for any of the following:
(i) Executive (a) commits a felony or a crime involving moral turpitude or commits any other act or omission
involving fraud, embezzlement or any other act of dishonesty in the course of his employment by the Company which
conduct damages the Company or an Affiliate; (b) substantially and repeatedly fails to perform duties of the office held
by Executive as reasonably directed by the Board and/or the Chief Executive Officer, (c) commits gross negligence or
willful misconduct with respect to the Company or an Affiliate; (d) commits a material breach of this Agreement that is
not cured within ten (10) days after receipt of written notice thereof from the Board and/or Chief Executive Officer; (e)
fails, within ten (10) days after receipt by Executive of written notice thereof from the Board and/or Chief Executive
Officer, to correct, cease or otherwise alter any failure to comply with instructions or other action or omission which the
Board and/or Chief Executive Officer reasonably believes does or may materially or adversely affect the Company’s or
an Affiliate’s business or operations, (f) commits misconduct which is of such a serious or substantial nature that a
reasonable likelihood exists that such misconduct will materially injure the reputation of the Company or an Affiliate,
(g) harasses or discriminates against the Company’s or an Affiliate’s employees, customers or vendors in violation of
the Company’s policies with respect to such matters, (h) misappropriates funds or assets of the Company or an Affiliate
for personal use or willfully violates the Company policies or standards of business conduct as determined in good faith
by the Board and/or Chief Executive Officer, (i) fails, due to some action or inaction on the part of Executive, to have
immigration status that permits Executive to maintain full-time employment with the Company in the United States in
compliance with all applicable immigration law, or (j) discloses trade secrets of the Company or an Affiliate.
(e) Upon Executive’s voluntary resignation by the delivery to the Chief Executive Officer of a written notice from
Executive that Executive has resigned with or without Good Reason. “Good Reason” shall mean Executive’s resignation from
employment with the Company after the occurrence of any of the following events without Executive’s consent: (i) a material
diminution in Executive’s Annual Base Salary, duties, authority or responsibilities from the Annual Base Salary, duties, authority or
responsibilities as in effect at the commencement of the Service Term, (ii) a material breach of the Agreement by the Company, or (iii)
a relocation of Executive’s primary place of employment to a geographic area more than fifty (50) miles from the Company’s office in
Arlington, Virginia; provided, that the foregoing events shall not be deemed to constitute Good Reason unless Executive has notified
the Company in writing of the occurrence of such event(s) within sixty (60) days of such occurrence and the Company has failed to
have cure such event(s) within thirty (30) business days of its receipt of such written notice and termination occurs within one hundred
(100) days of the event.
6. Rights on Termination.
(a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without
Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vi) below, the following amounts:
(1) the Accrued Obligation;