Rosetta Stone 2014 Annual Report Download - page 167

(i) Termination. This Agreement (except for the provisions of Sections 1, 2, 3, and 4) shall survive the termination of
Executive’s employment with the Company and shall remain in full force and effect after such termination.
(j) No Waiver. A waiver by any party hereto of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy that such party would otherwise have on any future occasion. Neither failure to exercise nor
any delay in exercising on the part of any party hereto, any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may
be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.
(k) Insurance. The Company, at its discretion, may apply for and procure in its own name for its own benefit life and/or
disability insurance with respect to Executive in any amount or amounts considered available provided, however, that such
procurement of insurance does not restrict the amount of insurance that Executive may obtain for his own personal use. Executive
agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other
instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has
no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.
(l) Taxes; Withholding of Taxes on Behalf of Executive . Executive shall be solely responsible for any and all taxes
imposed on Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and
benefits shall be subject to applicable withholding. Without limiting the scope of the preceding sentence, the Company and its Affiliates
shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Affiliates to Executive any federal,
state, provincial, local or foreign withholding taxes, excise taxes, or employment taxes imposed with respect to Executive’s
compensation or other payments from the Company or any of its Affiliates or Executive’s ownership interest in the Company,
including, but not limited to, wages, bonuses, dividends, the receipt or exercise of stock options and/or the receipt or vesting of
restricted stock.
(m) Waiver of Jury Trial. Both parties to this agreement agree that any action, demand, claim or counterclaim
relating to the terms and provisions of this agreement, or to its breach, may be commenced in the Commonwealth of Virginia
in a court of competent jurisdiction. Both parties to this agreement further agree that any action, demand, claim or
counterclaim shall be resolved by a judge alone, and both parties hereby waive and forever renounce that right to a trial
before a civil jury.
13. Certain Additional Payments by the Company; Code Section 280G.
(a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive
pursuant to this Agreement ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code,
and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment
shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would
result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the
Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the
Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater
amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in
payments or