0001351285-17-000046 Sample Contracts

ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN AS AMENDED COVER SHEET TO ANNUAL PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Annual Performance-Based 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 AS AMENDED COVER SHEET TO LONG TERM PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
Long Term Performance-Based 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 Long Term Performance-Based 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 LONG TERM PERFORMANCE-BASED NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Long Term Performance-Based 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”).

ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN COVER SHEET TO ANNUAL PERFORMANCE-BASED NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Annual Performance-Based 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 Annual 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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