Common Contracts

ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN, AS AMENDED COVER SHEET TO RESTRICTED STOCK AWARD AGREEMENT

Restricted Stock Award Agreement • March 14th, 2012 • Rosetta Stone Inc • Services-prepackaged software • Delaware

• Contract Type
  Restricted Stock Award Agreement
• Filed
  March 14th, 2012
• Company
  Rosetta Stone Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

Rosetta Stone Inc., a Delaware corporation (the “Company”), has granted to the individual whose name is set forth below on the “Name of Employee” line (“Employee”) 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 Restricted Stock Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended, (the “Plan”).

ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN COVER SHEET TO RESTRICTED STOCK AWARD AGREEMENT

Restricted Stock Award Agreement • March 17th, 2009 • Rosetta Stone Inc • Services-prepackaged software • Delaware

• Contract Type
  Restricted Stock Award Agreement
• Filed
  March 17th, 2009
• Company
  Rosetta Stone Inc
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) and the Cover Sheet to which this Agreement is attached (the “Cover Sheet”) is made by and between Rosetta Stone Inc., a Delaware corporation (the “Company”), and Employee (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 Employee and the terms and provisions of which are incorporated by reference herein.