Rosetta Stone 2014 Annual Report Download - page 190

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 employee of the Company or an Affiliate, which was disclosed to him without a breach of a duty of confidentiality.
“Section 409A” means Section 409A of the Code.
“Separation From Service” shall have the meaning ascribed to such term in Section 409A.
“Specified Employee” means a person who is a “specified employee” within the meaning of Section 409A, taking into
account the elections made and procedures established in resolutions adopted by the Board.
“Subsidiary” means any company of which the Company owns securities having a majority of the ordinary voting power in
electing the board of directors directly or through one or more subsidiaries.
“Termination Date” means the effective date of the termination of Executive’s employment.