Rosetta Stone 2015 Annual Report Download - page 121
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other than Executive. The failure of any party at any time or times to require performance of any provisions hereof shall in no
manner effect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or
condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such
condition or breach, a waiver of any other condition, or the breach of any other term or condition.
15. . In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement,
such difference shall be resolved by the Committee.
16. . The validity, construction and performance of this Agreement shall be governed by the laws
of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement
shall not affect any other provision of this Agreement, which shall remain in full force and effect.
17. . Subject to the limitations which this Agreement imposes upon the transferability of the Shares granted
hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns,
and to Executive, Executive’s permitted assigns, executors, administrators, agents, legal and personal representatives.
18. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any
time, in its discretion. The grant of the Shares in this Agreement does not create any contractual right or other right to receive
any Shares or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any
amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of
the Executive’s employment with the Company.
19. . This Agreement may be executed in one or more counterparts, each of which shall be an original for all
purposes but all of which taken together shall constitute but one and the same instrument.
20. The Executive agrees that by accepting this Agreement, Executive confirms that Executive has read and
understands the terms and provisions thereof, and accepts the Shares subject to all of the terms and conditions of the Plan and
this Agreement. The Executive acknowledges that there may be adverse tax consequences upon the grant or vesting of the
Shares or disposition of the underlying shares and that the Executive has been advised to consult a tax advisor prior to such
grant, vesting or disposition.
7