Rosetta Stone 2014 Annual Report Download - page 164

to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or
injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other
security).
(d) Submission to Jurisdiction. The parties hereby: (i) submit to the jurisdiction of any state or federal court sitting in
the Commonwealth of Virginia in any action or proceeding arising out of or relating to Section 8 and/or 9 of this Agreement; (ii) agree
that all claims in respect of such action or proceeding may be heard or determined in any such court; and (iii) agree not to bring any
action or proceeding arising out of or relating to Section 8 and/or 9 of this Agreement in any other court. The parties hereby waive any
defense of inconvenient forum to the maintenance of any action or proceeding so brought. The parties hereby agree that a final
judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other
manner provided by law.
GENERAL PROVISIONS
10. Definitions.
“Accrued Obligation” means the sum of (a) Executive’s Annual Base Salary through the Termination Date for periods
through but not following his Separation From Service and (b) any accrued vacation pay earned by Executive, in each case, to the
extent not theretofore paid.
“Affiliate” means, with respect to any particular Person, any other Person controlling, controlled by or under common control
with such particular Person. A Subsidiary of the Company shall be an Affiliate of the Company.
“Board” means the Board of Directors of the Company or any committee of the Board, such as the Compensation Committee,
to which the Board has delegated applicable authority.
“Code” means the Internal Revenue Code of 1986, as amended and the regulations and guidance issued thereunder.
“Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or
other company, business trust, trust, organization, university, college, governmental authority or other entity of any kind.
“Proprietary Information” means any and all data and information concerning the business affairs of the Company or any of
its Affiliates and not generally known in the industry in which the Company or any of its Affiliates is or may become engaged, and any
other information concerning any matters affecting or relating to the Company’s or its Affiliates businesses, but in any event
Proprietary Information shall include, any of the Company’s and its Affiliates’ past, present or prospective business opportunities,
including information concerning acquisition opportunities in or reasonably related to the Company’s or its Affiliates’ businesses or
industries, customers, customer lists, clients, client lists, the prices the Company and its Affiliates obtain or have obtained from the sale
of, or at which they sell or have sold, their products, unit volume of sales to past or present customers and clients, or any other
information concerning the business of the Company and its Affiliates, their manner of operation, their plans, processes, figures, sales
figures, projections, estimates, tax records, personnel history, accounting procedures, promotions, supply sources, contracts, know-
how, trade secrets, information relating to research, development, inventions, technology, manufacture, purchasing, engineering,
marketing, merchandising or selling, or other data without regard to whether all of the foregoing matters will be deemed confidential,
material or important. Proprietary Information does not include any information that Executive has obtained from a Person other than
an