Rosetta Stone 2015 Annual Report Download - page 116

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a Change in Control shall not include a bona fide, firm commitment underwritten public offering of the Stock pursuant to a
registration statement declared effective under the Securities Act of 1933, as amended.
(b) “Forfeiture Restrictions” shall mean the prohibitions and restrictions set forth herein with respect to the sale or other disposition
of the Shares issued to Executive hereunder and the obligation to forfeit and surrender such Shares to the Company.
(c) “Period of Restriction” shall mean the period during which Restricted Shares are subject to Forfeiture Restrictions and during
which Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered.
(d) “Restricted Shares” shall mean the Shares that are subject to the Forfeiture Restrictions under this Agreement.
(e) “Cause” shall mean Executive (i) committed a felony or a crime involving moral turpitude or committed any other act or
omission involving fraud, embezzlement or any other act of dishonesty in the course of his employment by the Company or an
Affiliate which conduct damaged the Company or an Affiliate; (ii) substantially and repeatedly failed to perform duties of the
office held by him or her as reasonably directed by the Company or an Affiliate; (iii) committed gross negligence or willful
misconduct with respect to the Company or an Affiliate; (iv) committed a material breach of any employment agreement
between the Executive and the Company or an Affiliate that is not cured within ten (10) days after receipt of written notice
thereof from the Company or the Affiliate, as applicable; (v) failed, within ten (10) days after receipt by the Executive of
written notice thereof from the Company or an Affiliate, to correct, cease or otherwise alter any failure to comply with
instructions or other action or omission which the Board or CEO reasonably believes does or may materially or adversely affect
the Company’s or an Affiliate’s business or operations; (vi) committed misconduct which is of such a serious or substantial
nature that a reasonable likelihood exists that such misconduct will materially injure the reputation of the Company or an
Affiliate; (vii) harassed or discriminated against the Company’s or an Affiliate’s employees, customers or vendors in violation
of the Company’s policies with respect to such matters; (viii) misappropriated funds or assets of the Company or an Affiliate for
personal use or willfully violated the Company policies or standards of business conduct as determined in good faith by the
Board or the CEO; (ix) failed, due to some action or inaction on the part of the Executive, to have immigration status that
permits the Executive to maintain full-time employment with the Company or an Affiliate in the United States in compliance
with all applicable immigration law; or (x) disclosed trade secrets of the Company or an Affiliate.
(f) “Disability” shall have the meaning ascribed to such term in the Plan, as it may be amended from time to time.
(g) “Good Reason” shall have the meaning ascribed to such term in the Executive’s employment agreement with the Company, or,
if none, the Executive’s resignation from employment with the Company due to (i) a material diminution in Executive’s annual
base salary, duties, authority or responsibilities or (ii) relocation of the Executive’s primary place of employment to a
geographic area more than fifty (50) miles from Executive’s then-current primary place
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