Rosetta Stone 2015 Annual Report Download - page 117

Download and view the complete annual report

Please find page 117 of the 2015 Rosetta Stone annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 155

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155

of employment, without the Executive’s consent; provided that the Executive has given thirty (30) days advance written notice
to the Company of the initial existence of the condition described in (i) and/or (ii) and the Company has not within such thirty
(30) day period remedied the condition.
Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
2.  . Effective as of the Grant Date, the Company shall cause to be issued in Executive’s name the
Shares as Restricted Shares. The Company shall cause electronic book entries evidencing the Restricted Shares, and any shares
of the Stock or rights to acquire shares of the Stock distributed by the Company in respect of Restricted Shares during any
Period of Restriction (the “Retained Stock Distributions”), to be issued in Executive’s name. During the Period of Restriction
such electronic book entries shall contain a restrictive legend notation to the effect that ownership of such Restricted Shares
(and any Retained Stock Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms,
and conditions provided in the Plan and this Agreement. During the Period of Restriction any regular dividends paid in cash or
property (other than Retained Stock Distributions) with respect to the Restricted Shares and Retained Stock Distributions (the
“Retained Cash Distributions”) shall not be paid to Executive but instead shall be accumulated by the Company until the date
the Forfeiture Restrictions applicable to the Restricted Shares and Retained Stock Distributions with respect to which such
Retained Cash Distributions shall have been made, paid, or declared shall have become vested and then on that date such
Retained Cash Distributions shall be paid to Executive. Executive shall have the right to vote the Restricted Shares awarded to
Executive and to exercise all other rights, powers and privileges of a holder of the Shares, with respect to such Restricted
Shares, with the exception that (a) Executive shall not be entitled to delivery of such Restricted Shares until the Forfeiture
Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Stock Distributions
made or declared with respect to the Restricted Shares and Retained Cash Distributions made or declared with respect to the
Restricted Shares and the Retained Stock Distributions (and such Retained Stock Distributions and Retained Cash Distributions
shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever,
as the Restricted Shares with respect to which such Retained Stock Distributions and Restricted Cash Distributions shall have
been made, paid, or declared shall have become vested, and such Retained Stock Distributions and Retained Cash Distributions
shall not bear interest or be segregated in separate accounts and (c) Executive may not sell, assign, transfer, pledge, exchange,
encumber, or dispose of the Restricted Shares or any Retained Stock Distributions or any Restricted Cash Distributions during
the Period of Restriction. Upon issuance the book entry representing the Restricted Shares shall be delivered to such depository
as may be designated by the Compensation Committee of the Board (the “Committee”) as a depository for safekeeping until the
forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments
of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares
and any securities constituting Retained Stock Distributions which shall be forfeited in accordance with the Plan and this
Agreement. In
3