Rosetta Stone 2015 Annual Report Download - page 129

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Section 2.08 “Code” means the Internal Revenue Code of 1986, as amended and the proposed, temporary and final regulations promulgated thereunder.
Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends,
supplements or replaces such section or subsection.
Section 2.09 “Committee” means the Compensation Committee of the Board.
Section 2.10 “Company” means Rosetta Stone Inc., a Delaware corporation, or its successor or assignee (or both, or more than one of each or both).
Section 2.11 “Director” means a member of the Board.
Section 2.12 “Disability” shall mean, with respect to a Participant,
(i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or
(ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or
can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less
than three (3) months under an accident and health plan covering employees of the Company.
A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, the Participant shall submit to an
examination by such physician upon request by the Committee. Any such termination for disability shall be only as expressly permitted by the Americans
with Disabilities Act and any other applicable laws.
Section 2.13 “Effective Date” means November 1, 2015.
Section 2.14 “Employer” means the Company and the Subsidiaries.
Section 2.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. Reference to any
section or subsection of the Exchange Act includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or
replaces such section or subsection.
Section 2.16 “Excise Tax” shall mean, collectively, (i) the tax imposed by Code Section 4999 by reason of being “contingent on a change in ownership or
control” of the Company, within the meaning of Code Section 280G, and (ii) any similar tax imposed by state or local law, and (iii) any interest or penalties
with respect to any tax described in clause (i) or (ii).
Section 2.17 “Good Reason” means, with respect to a Participant, the Participant’s resignation from employment with the Employer after the occurrence of
any of the following events without the Participant’s consent:
(i) a material diminution in the Participant’s Base Salary, duties, authority or responsibilities from the Base Salary, duties, authority or
responsibilities as in effect on the Effective Date,
(ii) the failure by the Employer or any of its Affiliates to perform any material obligation undertaken by the Employer or such Affiliate
under the Participant’s employment agreement, if any, with the Employer or such Affiliate after the Participant has provided the Employer or such
Affiliate with written notice of such failure and such failure has not thereafter been cured within ten (10) days of the delivery of such written notice,
or
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