Rosetta Stone 2014 Annual Report Download - page 186

that would be earned on this amount until the date of payment calculated using an interest rate equal to the six (6) month U.S. Treasury
Rate in effect on the date of Executive’s Separation From Service.
(b) If the Company terminates Executive's employment for Cause, if Executive dies or is Disabled, or if Executive
resigns without Good Reason, the Company's obligations to pay any compensation or benefits under this Agreement will cease
effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within sixty (60) days following
the Termination Date or earlier if required by law. Following such payments, the Company shall have no further obligations to
Executive, other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company's obligation to Executive for Severance Payments or other rights under
either Section 6(a) or (b) above shall cease if Executive is in violation of the provisions of Section 8 or 9 below.
(d) If the Executive retires at age sixty-five (65) or older, the Company shall pay the Executive: (i) the Accrued
Obligation within sixty (60) days after the Termination Date or earlier if required by law, and (ii) the pro rata portion of any Annual
Bonus that may have been earned by the Executive through the retirement date in accordance with the terms of the then-current
Company bonus policy. No other amounts will be payable by the Company, other than as may be required by law or the terms of an
employee benefit plan of the Company.
7. Representations of Executive.
Executive hereby represents and warrants to the Company that the statements contained in this Section 7 are true and accurate
as of the date of this Agreement.
(a) Legal Proceedings. Executive has not been (i) the subject of any criminal proceeding (other than a minor traffic
violation or other minor offense) which has resulted in a conviction against Executive, nor is Executive the subject of any pending
criminal proceeding (other than a minor traffic violation or other minor offense), (ii) indicted for, or charged in a court of competent
jurisdiction with, any felony or crime of moral turpitude, (iii) the defendant in any civil complaint alleging damages in excess of
$50,000, or (iv) the defendant in any civil complaint alleging sexual harassment, unfair labor practices or discrimination in the work
place.
(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