Rosetta Stone 2014 Annual Report Download - page 185

(ii) The Company will pay Executive the pro rata portion, if any, of Executive's Annual Bonus earned up until
such Termination Date in accordance with the terms of the then-current Company bonus policy.
(iii) The Company shall provide professional outplacement and counseling services through an outplacement
firm chosen by the Company for six (6) months from the Termination Date to assist Executive in his search for other employment.
(iv) Upon Executive’s termination, Executive and his spouse and eligible dependents, as applicable, may elect
health care coverage for up to eighteen (18) months from his last day of work at the Company pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”). Subject to Section 6(a)(v) below, the Company will pay for up to
twelve (12) months, on an after-tax basis, the portion of Executive’s COBRA premiums for such coverage that exceeds the amount
that Executive would have incurred in premiums for such coverage under the Company’s health plan if then employed by the
Company; provided, however, the Company’s obligation shall only apply to the extent COBRA coverage is elected and in effect
during such period. Following the twelve (12) months of coverage, Executive will be responsible for the full amount of all future
premium payments should he wish to continue COBRA coverage. However, if Executive or his spouse becomes eligible for group
health coverage sponsored by another employer (regardless of whether such coverage is actually elected) or for any other reason his
COBRA coverage terminates, the Company shall not be obligated to pay any portion of the premiums provided hereunder for periods
after he becomes eligible for such other coverage or his COBRA coverage terminates. Executive shall have the obligation to notify the
Company if he or his spouse becomes eligible for group health coverage sponsored by another employer.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligation) are
contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto and such release becoming
irrevocable within sixty (60) days following his termination of employment.
(vi) The Company shall pay Executive the amounts specified in Sections 6(a)(i)(1), (2) and (3) within sixty (60)
days after the Termination Date, except that the Accrued Obligation will be paid earlier if required by law; provided, however, that in
no event shall the timing of Executive’s execution of the release, directly or indirectly, result in him designating the calendar year of
payment, and if a payment that is subject to execution of the release could be made in more than one taxable year, such payment shall
be made in the later taxable year. Notwithstanding the forgoing, if the Executive is deemed on the Termination 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