Rosetta Stone 2015 Annual Report Download - page 130

(iii) a relocation of the Participant’s primary place of employment to a geographic area more than fifty (50) miles from the Company’s
office in Arlington, Virginia;
provided, that the foregoing events shall not be deemed to constitute Good Reason unless the Participant has notified the Employer in writing of the
occurrence of such event(s) within sixty (60) days of such occurrence and the Employer has failed to have cure such event(s) within thirty (30) business days
of its receipt of such written notice and termination occurs within one hundred (100) days of the event.
Section 2.18 “Notice of Termination” means a written notice of termination of employment for Cause or Disability given by the Employer to a Participant
or a written notice of termination of employment for Good Reason given by a Participant to the Company, in either case in the manner specified in Section
6.08, which states the specific termination provision in the Plan relied upon for the termination, sets forth in reasonable detail the facts and circumstances
claimed to provide the basis for termination under the provision so indicated, and specifies the Participant’s date of termination.
Section 2.19 “Participant” means each individual who has become a Participant under Section 3.01 and who has not ceased to be a Participant under
Section 3.04.
Section 2.20 “Payment” means any payment or benefit in the nature of compensation (within the meaning of Code Section 280G(b)(2)) received or to be
received by a Participant or for the benefit of a Participant, whether payable under the terms of this Plan or any other plan, arrangement or agreement with the
Employer or any of its Affiliates.
Section 2.21 “Person” means any “person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act.
Section 2.22 “Plan” means this Rosetta Stone Inc. Change in Control Severance Plan, as it may be amended from time to time, or any successor plan,
program or arrangement thereto.
Section 2.23 “Qualifying Termination” means, with respect to a Participant, the Participant’s Separation from Service initiated by the Employer other than
for Cause or initiated by the Participant for Good Reason, in either case during the time period commencing on the effective date of a Change in Control and
continuing until the earlier of (i) the two-year anniversary of such date, or (ii) the date of the Participant’s Separation from Service by reason of Disability or
the Participant’s death. In addition, if (x) the Employer initiates the Participant’s Separation from Service without Cause during the six-month period ending
on the effective date of a Change in Control at the request of a third party engaging in a transaction or series of transactions that would result in a Change in
Control and in contemplation of a Change in Control, or (y) the Participant initiates the Participant’s Separation from Service for Good Reason during the
six-month period ending on the effective date of a Change in Control, then the Participant’s Separation from Service shall be deemed to have occurred
immediately following the Change in Control such that it shall be deemed a Qualifying Termination.
Section 2.24 “Release” means an agreement under which a Participant provides a release of claims against the Employer and agrees to confidentiality, non-
competition (with a duration of twelve (12) months), and non-solicitation (with a duration of twelve (12) months) restrictive covenants in a form provided to
the Participant by the Employer in connection with the payment of benefits under this Plan.
Section 2.25 “Release Consideration and Revocation Period” means the combined total of the Release Consideration Period and the Release Revocation
Period.
Section 2.26 “Release Consideration Period” means the period of time specified by the Release, not to exceed forty-five (45) days, during which the
affected Participant is permitted to consider whether or not to sign the Release.
Section 2.27 “Release Revocation Period” means the period of time specified by the Release, not to exceed seven (7) days, during which the Participant is
permitted to revoke the executed Release.
Section 2.28 “Separation from Service” means “separation from service” from the affiliated companies as described under Code Section 409A(a)(2)(A)(i)
and any governing Internal Revenue Service guidance and Treasury regulations. A Participant who is both an employee of the affiliated companies and a
Director will not have a Separation from Service until he or she has a Separation from Service with respect to both his or her employment and his or her Board
membership. For this purpose, the term “affiliated companies” means the Employer and any affiliate with which any entity comprising the Employer is
treated as a single employer under Code Section 414(b) or 414(c).
Section 2.29 “Severance Benefits” means the severance pay and the other benefits payable to a Participant pursuant to Article Four of the Plan.
Section 2.30 “Stock” means the Class B Common Stock, $.00005 par value, of the Company.
Section 2.31 “Subsidiary” means any company of which the Company owns securities having a majority of the ordinary voting power in electing the board
of directors directly or through one or more subsidiaries.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
Section 3.01 Eligibility on the Effective Date
As of the Effective Date, the Committee has approved via resolution certain executives for participation in the Plan and has provided notice to each such
executive of his or her selection for Plan participation in the manner provided by Section 6.08. Each such executive will become a Participant once he or she
signs a copy of his or her notification letter and returns such signed notification letter to the Committee. Each Participant will be notified by the Committee
as to the commencement date of his or her status as a Participant.
Section 3.02 Future Eligibility
The Committee may approve via resolution additional executives as Participants subsequent to the Effective Date and will provide notice to each such