Rosetta Stone 2015 Annual Report Download - page 134

terminate this Plan so as to adversely affect payments or benefits then payable, or which could become payable, to a Participant under the Plan, except to the
minimum extent required to comply with any applicable law, (i) during the one-year period following the date on which advance written notice of such
amendment, modification, alteration or termination is provided to the affected Participant in the manner specified in Section 6.08, or (ii) during the period
beginning on the effective date of a Change in Control and ending 24 months after the effective date of such Change in Control.
ARTICLE 6
MISCELLANEOUS
Section 6.01 Participant Rights
Except to the extent required or provided for by mandatorily imposed law as in effect and applicable hereto from time to time, neither the establishment of
the Plan, nor any modification thereof, nor the creation of any fund or account, nor the payment of any benefits, shall be construed as giving to any
Participant or other person any legal or equitable right against the Employer, or any officer or employee thereof, or the Board or the Committee, except as
herein provided; nor shall any Participant have any legal right, title or interest in the assets of the Employer, except in the event and to the extent that
benefits may actually be payable to him hereunder. This Plan shall not constitute a contract of employment nor afford any individual any right to be retained
or continued in the employ of the Employer or in any way limit the right of the Employer to discharge any of its employees, with or without cause.
Participants have no right to receive any payments or benefits that the Employer is prohibited by applicable law from making.
Section 6.02 Committee Authority
(h) The Committee will administer the Plan and have the full authority and discretion necessary to accomplish that purpose, including, without
limitation, the authority and discretion to:
(i) resolve all questions relating to the eligibility of Participants;
(ii) determine the amount of benefits, if any, payable to Participants under the Plan and determine the time and manner in which such
benefits are to be paid;
(iii) engage any administrative, legal, tax, actuarial, accounting, clerical, or other services it deems appropriate in administering the Plan;
(iv) construe and interpret the Plan, supply omissions from, correct deficiencies in and resolve inconsistencies or ambiguities in the
language of the Plan, resolve inconsistencies or ambiguities between the provisions of this document, and adopt rules for the administration of the
Plan which are not inconsistent with the terms of the Plan document;
(v) compile and maintain all records it determines to be necessary, appropriate or convenient in connection with the administration of the
Plan; and
(vi) resolve all questions of fact relating to any matter for which it has administrative responsibility.
(i) The Committee shall perform all of the duties and may exercise all of the powers and discretion that the Committee deems necessary or
appropriate for the proper administration of the Plan, including, but not limited to, delegation of any of its duties to one or more authorized officers. All
references to the authority of the Committee in this Plan shall be read to include the authority of any party to which the Committee delegates such authority.
(j) Any failure by the Committee to apply any provisions of this Plan to any particular situation shall not represent a waiver of the Committee’s
authority to apply such provisions thereafter. Every interpretation, choice, determination or other exercise of any power or discretion given either expressly
or by implication to the Committee shall be final, conclusive and binding upon all parties having or claiming to have an interest under the Plan or otherwise
directly or indirectly affected by such action, without restriction, however, on the right of the Committee to reconsider and re-determine such action.
(k) Any decision rendered by the Committee and any review of such decision shall be limited to determining whether the decision was so arbitrary
and capricious as to be an abuse of discretion. The Committee may adopt such rules and procedures for the administration of the Plan as are consistent with
the terms hereof.
Section 6.03 Reliance on Tables and Reports
In administering the Plan, the Committee is entitled to the extent permitted by law to rely conclusively upon all tables, valuations, certificates, opinions and
reports which are furnished by accountants, legal counsel or other experts employed or engaged by the Committee. The Committee will be fully protected in
respect of any action taken or suffered by the Committee in good faith reliance upon all such tables, valuations, certificates, reports, opinions or other advice.
The Committee is also entitled to rely upon any data or information furnished by the Employer or by a Participant as to any information pertinent to any
calculation or determination to be made under the provisions of the Plan, and, as a condition to payment of any benefit under the Plan the Committee may
request a Participant to furnish such information as it deems necessary or desirable in administering the Plan.
Section 6.04 Expenses