Rosetta Stone 2014 Annual Report Download - page 166

this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
(b) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even
date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter
hereof in any way.
(c) Counterparts; Facsimile Transmission. This Agreement may be executed in separate counterparts, each of which
is deemed to be an original and all of which taken together constitute one and the same agreement. Each party to this Agreement agrees
that its own telecopied signature will bind it and that it accepts the telecopied signature of each other party to this Agreement.
(d) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of
and be enforceable by Executive, the Company and their respective successors and assigns; provided that the rights and obligations of
the parties under this Agreement shall not be assignable without the prior written consent of the other party, except for assignments by
operation of law and assignments by the Company to any successor of the Company by merger, consolidation, combination or sale of
assets. Any purported assignment in violation of these provisions shall be void ab initio.
(e) Choice of Law; Jurisdiction. All questions or disputes concerning this Agreement and the exhibits hereto will be
governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, without giving effect to any choice
of law or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the Commonwealth of Virginia. The parties hereby: (i) submit to the non-
exclusive jurisdiction of any state or federal court sitting in the Commonwealth of Virginia in any action or proceeding arising out of or
relating to this Agreement; and (ii) agree that all claims in respect of such action or proceeding may be heard or determined in any such
court. Each party hereby waives 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.
(f) Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to
exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.
(g) Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written
consent of the Company and Executive.
(h) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday,
Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically
extended to the business day immediately following, such Saturday, Sunday or holiday. The provisions of this Section 12(h) shall not
apply to determine the date an amount is payable under Section 3(c)(ii) or 6.