Rosetta Stone 2014 Annual Report Download - page 161

(b) Securities Law. Executive has not been found in a civil action by the Securities and Exchange Commission,
Commodity Futures Trading Commission, a state securities authority or any other regulatory agency to have violated any federal, state
or other securities or commodities law.
(c) Work History; Immigration Status. Executive’s resume, previously provided by Executive to the Company, is
complete and correct in all material respects, and accurately reflects Executive’s prior work history. Executive has the full legal right to
be employed on a full-time basis by the Company in the United States under all applicable immigration laws on the basis of the
Company’s continued willingness to employ him on a full-time basis, and has provided the Company with evidence of legal
immigration status and will do so at any time upon request. The Company will, if applicable, continue to cooperate with Executive in
maintaining Executive’s work visa status and/or any mutually agreeable adjustment of status.
(d) Employment Restrictions. Executive is not currently a party to any non- competition, non-solicitation,
confidentiality or other work-related agreement that limits or restricts Executive’s ability to work in any particular field or in any
particular geographic region, whether or not such agreement would be violated by this Agreement.
8. Confidential Information; Proprietary Information, etc.
(a) Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or
made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with
or performance of services for the Company or any of its Affiliates during the course of his performance of services for, or employment
with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is
receiving Severance Payments, are the property of the Company and its Affiliates. Therefore, Executive agrees that, other than in the
course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term
of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be
utilized by any Person any Proprietary Information or records pertaining to the Company, its Affiliates and their respective business for
any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the
definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other
than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination
of his employment, as a condition to receipt of the Severance Payments, or at any other time the Company may request in writing
(whether during or after Executive’s term of employment), all records pertaining to the Company, its Affiliates and their respective
business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or
its Affiliates’ premises and owned by the Company or its Affiliates, including disks and other storage media, filing cabinets or other
work areas, is subject to inspection by Company or its Affiliates and their personnel at any time with or without notice. Nothing in this
Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as
Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.
(b) Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments,
methods, processes, programs, designs, analyses, drawings, reports and all similar or related information (whether or not patentable)
that relate to the Company’s or any of its Affiliates’ actual or anticipated business, research and development, or existing or future
products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or
jointly with others) while employed by the Company or any of its Affiliates (including any of the foregoing that