EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of June 2, 2014, between Rosetta Stone Ltd., a Virginia corporation (together with its successors and assigns, the “Company”), and Christian Na (“Executive”).
ROSETTA STONE INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Class B Common Stock, $.00005 par value, (the “Stock”) to the optionee named below. The terms and conditions of the Option are set forth in the Nonqualified Stock Option Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “Plan”).
ROSETTA STONE INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) and the Cover Sheet to which this Agreement is attached (the “Cover Sheet”) are entered into between Rosetta Stone Inc., a Delaware corporation (the “Company”), and Director (as that term is defined in the Covered Sheet), effective as of the Grant Date set forth on the Cover Sheet (the “Grant Date”), pursuant to the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “Plan”), a copy of which previously has been made available to Director and the terms and provisions of which are incorporated by reference herein.
SUB-SUBLEASE AGREEMENTSub-Sublease Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Virginia
This Sub-Sublease Agreement (this “Sub-Sublease”) is made and entered into as of the 3rd day of April, 2014, by and between (i) ROSETTA STONE LTD., a Virginia corporation (“Sub-Sublandlord”) and (ii) THE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation, d/b/a CEB (“Sub-Subtenant”)
DIRECTOR AGREEMENTDirector Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software
In consideration of being considered for a position on the Board of Directors of Rosetta Stone Inc. (the “Corporation”) and in accordance with Section 1.4 of the Second Amended and Restated Bylaws (as amended, the “Bylaws”) of the Corporation, the undersigned hereby represents and agrees that the undersigned (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the undersigned, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with the undersigned’s ability to comply, if elected as a director of the Corporation, with the undersigned’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Co
Agreement and General ReleaseAgreement and General Release • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Virginia
This Agreement and General Release (“Release”) is between Rosetta Stone Ltd. (the “Company”) and Christian Na (“Executive”) (each a “Party,” and together, the “Parties”). For purposes of this Release “Effective Date” shall mean the date that is the eighth day after the date on which Executive signs this Release, provided Executive has not revoked this Release pursuant to Section 2(c) below.
ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLANAward Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software
Rosetta Stone Inc. (the “Company”) hereby grants you the eligibility to receive cash and shares of the Company’s Stock, subject to certain restrictions and the achievement of certain performance goals as described herein (“Performance Stock Awards”), through the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “Plan”) and the 2013 Rosetta Stone Inc. Long-Term Incentive Program (the “LTIP”). Except as provided herein, all terms and definitions of the Plan and LTIP are incorporated herein by reference.
ROSETTA STONE INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Class B Common Stock, $.00005 par value, (the “Stock”) to the optionee named below. The terms and conditions of the Option are set forth in the Nonqualified Stock Option Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “Plan”).
