0001351285-17-000046 Sample Contracts

ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN AS AMENDED COVER SHEET TO ANNUAL PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 9th, 2017 • Rosetta Stone Inc • Services-prepackaged software • Delaware

Rosetta Stone Inc., a Delaware corporation (the “Company”), has granted to the individual whose name is set forth below on the “Name of Executive” line (“Executive”) the shares of the Company’s common stock, $.00005 par value, specified herein, subject to the terms and conditions set forth in this Cover Sheet, in the attached Annual Performance-Based Restricted Stock Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended (the “Plan”).

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ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN COVER SHEET TO LONG TERM PERFORMANCE-BASED NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • May 9th, 2017 • 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 “Option”). The terms and conditions of the Option are set forth in the Long Term Performance-Based Nonqualified Stock Option Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended (the “Plan”).

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