Rosetta Stone 2014 Annual Report Download - page 160

Date to be a Specified Employee, then with regard to any Severance Payment or other payment or benefit under this Agreement that is
“deferred compensation” within the meaning of Section 409A and which is paid as a result of the Executive’s Separation from Service,
such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period
measured from the date of such Separation from Service of the Executive, and (B) the date of the Executive’s death (the “Delay
Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to the preceding sentence (whether
they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to
the Executive in a lump sum with interest at the six (6)-month U.S. Treasury Rate in effect on the date of Executive’s Separation From
Service, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal
payment dates specified for them herein. To the extent subject to a mandatory six-month delay in payment under Section 409A, the
Company shall pay the amounts specified in Section 6(a)(iv) for the first six (6) month period commencing on the date of Executive’s
Separation From Service on the date that is six (6) months following the date of Executive’s Separation Form Service and shall also
pay Executive the amount of interest that would be earned on this amount until the date of payment calculated using an interest rate
equal to the six (6) month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(b) If the Company terminates Executive's employment for Cause, if Executive dies or is Disabled, or if Executive
resigns without Good Reason, the Company's obligations to pay any compensation or benefits under this Agreement will cease
effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within sixty (60) days following
the Termination Date or earlier if required by law. Following such payments, the Company shall have no further obligations to
Executive, other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company's obligation to Executive for Severance Payments or other rights under
either Section 6(a) or (b) above shall cease if Executive is in violation of the provisions of Section 8 or 9 below.
(d) If the Executive retires at age sixty-five (65) or older, the Company shall pay the Executive: (i) the Accrued
Obligation within sixty (60) days after the Termination Date or earlier if required by law, and (ii) the pro rata portion of any Annual
Bonus that may have been earned by the Executive through the retirement date in accordance with the terms of the then-current
Company bonus policy. No other amounts will be payable by the Company, other than as may be required by law or the terms of an
employee benefit plan of the Company.
7. Representations of Executive.
Executive hereby represents and warrants to the Company that the statements contained in this Section 7 are true and accurate
as of the date of this Agreement.
(a) Legal Proceedings. Executive has not been (i) the subject of any criminal proceeding (other than a minor traffic
violation or other minor offense) which has resulted in a conviction against Executive, nor is Executive the subject of any pending
criminal proceeding (other than a minor traffic violation or other minor offense), (ii) indicted for, or charged in a court of competent
jurisdiction with, any felony or crime of moral turpitude, (iii) the defendant in any civil complaint alleging damages in excess of
$50,000, or (iv) the defendant in any civil complaint alleging sexual harassment, unfair labor practices or discrimination in the work
place.