Rosetta Stone 2015 Annual Report Download - page 135

All Plan administration expenses shall be paid by the Company.
Section 6.05 Successors
(a) This Plan shall bind any successor of or to the Company, its assets or its businesses (whether direct or indirect, by purchase, merger,
consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken
place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company
shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner
and to the same extent that the Company would be required to perform if no such succession had taken place.
(b) The Plan shall inure to the benefit of and be binding upon and enforceable by the Company and the Participants and their personal and legal
representatives, executors, administrators, successors, assigns, heirs, distributees, devisees and legatees. If a Participant should die while any amount would
still be payable to the Participant hereunder had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of Plan to the Participant’s estate.
Section 6.06 Gender and Number
In determining the meaning of the Plan, words imparting the masculine gender shall include the feminine and the singular shall include the plural, unless the
context requires otherwise. Unless otherwise stated, references to Sections are references to Sections of this Plan.
Section 6.07 References to Other Plans and Programs
Each reference in the Plan to any plan, policy or program, the Plan or document of the Employer or any of its Affiliates shall include any amendments or
successor provisions thereto without the necessity of amending the Plan for such changes.
Section 6.08 Notices
Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given when personally delivered
or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when sent by express U.S. mail or overnight delivery
through a national delivery service (or an international delivery service in the case of an address outside the U.S.) with signature required. Notice to the
Company, the Board or the Committee shall be directed to the attention of the Secretary of the Company at the address of the Company’s headquarters, and
notice to a Participant shall be directed to the Participant as the most recent personal residence on file with the Company.
Section 6.09 No Duty to Mitigate
The Participant shall not be required to mitigate the amount of any payment provided pursuant to this Plan, nor shall the amount of any such payment be
reduced by any compensation that the Participant receives from any other source, except as provided in this Plan.
Section 6.10 Withholding of Taxes
The Employer may withhold from any amount payable or benefit provided under this Plan such Federal, state, local, foreign and other taxes as are required to
be withheld pursuant to any applicable law or regulation.
Section 6.11 Choice of Law; Jurisdiction
All questions or disputes concerning this Plan shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia,
without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia. Participants hereby: (i) submit to the non-exclusive
jurisdiction of any state or federal court sitting in the Commonwealth of Virginia in any action or proceeding arising out of or relating to this Plan; and (ii)
agree that all claims in respect of such action or proceeding may be heard or determined in any such court. The Employer and the Participants hereby waive
any defense of inconvenient forum to the maintenance of any action or proceeding so brought. The Employer and the Participants hereby agree that a final
judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law.
Section 6.12 Waiver of Jury Trial
The Employer and the Participants agree that any action, demand, claim or counterclaim relating to the terms and provisions of this Plan, or to its
breach, may be commenced in the Commonwealth of Virginia in a court of competent jurisdiction. The Employer and the Participants further agree
that any action, demand, claim or counterclaim shall be resolved by a judge alone, and the Employer and the Participants hereby waive and forever
renounce that right to a trial before a civil jury.
Section 6.13 Validity/Severability
If any provision of this Plan or the application of any provision to any person or circumstances is held invalid, unenforceable or otherwise illegal, the
remainder of this Plan and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid
or unenforceable will be reformed to the extent (and only to the extent) necessary to make it enforceable or valid. To the extent any provisions held to be
invalid or unenforceable cannot be reformed, such provisions are to be stricken here from and the remainder of this Plan will be binding on the Parties and
their successors and assigns as if such invalid or illegal provisions were never included in this Plan from the first instance.
Section 6.14 Miscellaneous
No waiver by a Participant or the Employer at any time of any breach by the other party of, or compliance with, any condition or provision of this Plan to be