Rosetta Stone 2015 Annual Report Download - page 115

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ROSETTA STONE INC.
2009 OMNIBUS INCENTIVE PLAN AS AMENDED
RESTRICTED STOCK AWARD AGREEMENT
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) and the Cover Sheet to which this Agreement
is attached (the “Cover Sheet”) is made by and between Rosetta Stone Inc., a Delaware corporation (the “Company”), and Executive
(as that term is defined in the Covered Sheet), effective as of the Grant Date set forth on the Cover Sheet (the “Grant Date”), pursuant
to the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended (the “Plan”), a copy of which previously has been made available
to Executive and the terms and provisions of which are incorporated by reference herein.
WHEREAS, the Board of Directors of the Company (the “Board” ) has determined that it is in the best interest of the
Company and its shareholders to grant to Executive the shares of the Company’s common stock, $.00005 par value, set forth on the
“Number of Shares of Restricted Stock Granted” line on the Cover Sheet (the “Shares”), subject to the terms and conditions of this
Agreement; and
WHEREAS, Executive desires to have the opportunity to hold the Shares subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. . For purposes of this Agreement, the following terms shall have the meanings indicated:
(a) “Change in Control” means (i) the liquidation, dissolution or winding-up of the Company, (ii) the sale, license or lease of all or
substantially all of the assets of the Company, or (iii) a share exchange, reorganization, recapitalization, or merger or
consolidation of the Company with or into any other corporation or corporations (or other form of business entity) or of any
other corporation or corporations (or other form of business entity) with or into the Company, but excluding any merger
effected exclusively for the purpose of changing the domicile of the Company; provided, however, that a Change in Control
shall not include any of the aforementioned transactions listed in clauses (i), (ii) and (iii) involving the Company or a Subsidiary
Corporation in which the holders of shares of the Company voting stock outstanding immediately prior to such transaction or
any Affiliate of such holders continue to hold at least a majority, by voting power, of the capital stock or, by a majority, based
on fair market value as determined in good faith by the Board, of the assets, in each case in substantially the same proportion,
of (x) the surviving or resulting corporation (or other form of business entity), (y) if the surviving or resulting corporation (or
other form of business entity) is a wholly owned subsidiary of another corporation (or other form of business entity)
immediately following such transaction, the parent corporation (or other form of business entity) of such surviving or resulting
corporation (or other form of business entity) or (z) a successor entity holding a majority of the assets of the Company. In
addition,
1