Rosetta Stone 2015 Annual Report Download - page 120

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shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.
9.  . For purposes of this Agreement, Executive shall be considered to be in the employment of the
Company and its Affiliates as long as Executive has an employment relationship with the Company and its Affiliates. The
Committee shall determine any questions as to whether and when there has been a termination of such employment
relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on
all persons.
10. . This Agreement is not an employment agreement, and no provision of this Agreement shall
be construed or interpreted to create an employment relationship between Executive and the Company or any Affiliate, to
guarantee the right to remain employed by the Company or any Affiliate for any specified term or require the Company or any
Affiliate to employ Executive for any period of time.
11.    Executive shall be the record owner of the Shares and shall be entitled to all of the rights of a
stockholder of the Company upon issuance of the Shares by the Company and until the Shares are sold or otherwise disposed
of, subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, any dividends or other distributions
shall be subject to the same restrictions on transferability as the Shares with respect to which they were paid.
12. . Executive consents to the placing of an appropriate legend notation on the electronic book entry representing the
Shares restricting resale or other transfer of the Shares except in accordance with all applicable securities laws and rules
thereunder.
13. . Any notice, instruction, authorization, request, demand or other communications required hereunder shall be in
writing, and shall be delivered either by personal delivery, by telegram, telex, telecopy or similar facsimile means, by certified
or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company’s
principal business office address to the attention of the Company’s General Counsel and to Executive at Executive’s residential
address as it appears on the books and records of the Company, or at such other address and number as a party shall have
previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed
given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being
deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where
delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return
receipt requested.
14. . Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the
Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and
Executive. Only a written instrument executed and delivered by the party waiving compliance hereof shall waive any of the
terms or conditions of this Agreement. Any waiver granted by the Company shall be effective only if executed and delivered
by a duly authorized officer of the Company
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