Rosetta Stone 2015 Annual Report Download - page 119

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Executive with Good Reason, in either case, within one (1) year following the occurrence of the Change in Control, then all
remaining Forfeiture Restrictions shall lapse as to the Shares that are granted hereby upon the date the Executive’s employment
terminates.
(d) Upon the lapse of the Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered
to Executive such Shares in electronic book entry form, and such Shares shall be transferable by Executive (except to the extent
that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable
securities law).
(e) If Executive ceases to be employed by the Company or a Subsidiary Corporation for any reason before the applicable lapse
date, including death or disability and except as provided in Section 4(b) above, the Forfeiture Restrictions then applicable to
the Shares shall not lapse and all the Shares shall be forfeited to the Company upon termination of employment and neither the
Company nor any Affiliate shall have any further obligations to the Executive under this Agreement.
5.   . The existence of the Restricted Shares shall not affect in any way the right or
power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any
adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or
consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or
any part of its assets or business, or engage in any other corporate act or proceeding.
6.  . To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in
income to Executive for federal, state, local or foreign income, employment or other tax purposes with respect to which the
Company or its Affiliates or subsidiaries have a withholding obligation, Executive shall deliver to the Company at the time of
such receipt or lapse, as the case may be, such amount of money as the Company or any Affiliate may require to meet such
obligation under applicable tax laws or regulations, and, if Executive fails to do so, the Company and its Affiliates and
subsidiaries are authorized to withhold from the Shares granted hereby or from any cash or stock remuneration then or
thereafter payable to Executive in any capacity any tax required to be withheld by reason of such taxable income, sufficient to
satisfy the withholding obligation.
7. . Executive shall not exercise the election permitted under section 83(b) of the Internal Revenue Code of
1986, as amended, with respect to the Restricted Shares without the prior written approval of the General Counsel of the
Company (if Executive is the General Counsel of the Company, Executive must seek the prior written approval of the Chief
Financial Officer or the Chief Executive Officer). If the election is permitted as provided in the prior sentence, Executive shall
timely pay the Company the amount necessary to satisfy the Company’s attendant tax withholding obligations, if any.
8. . All provisions of this Agreement concern whole Shares. If the application of any provision hereunder
would yield a fractional share, such fractional share
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