Exhibit
10.1


 


June 7, 2010


 


By Hand Delivery


 


Brian
D. Helman


Rosetta
Stone Inc.


1919
Lynn St., 7th floor


Arlington,
VA 22209


 


Dear Brian:


 


This letter, upon your
signature, supplements your employment agreement dated February 20, 2009
(the “Employment Agreement”) to the extent set forth herein.  The Employment Agreement together with this
letter shall constitute the complete agreement (“Transition Agreement”) between
you and Rosetta Stone Inc. (“Rosetta Stone” or the “Company”) regarding your
continued employment.  The purpose of
this Transition Agreement is to facilitate an orderly transition while the
Company searches for a new Chief Financial Officer in connection with your
decision to leave the Company to pursue other opportunities.


 


The terms of the Transition
Agreement are as follows:


 


1.               Employment Commitment.  During the
period from the date of this letter until August 31, 2010 (the “Transition
Period”), you agree to remain employed with the Company, subject to the Company’s
right to terminate your employment as set out below.


 


2.               Compensation and Benefits.  During
the Transition Period, you will continue to receive your current base salary
and participate in the Company’s benefit plans as long as you are an active
employee of the Company, in accordance with the terms of such benefit plans.


 


3.               Duties and Authority.  You will
continue to serve full time as the Company’s Chief Financial Officer until such
time as the Company appoints a successor. Following such appointment, you will
continue to report to the Company’s Chief Executive Officer during the
Transition Period and will assist with a transition of your successor into his
or her role as Rosetta Stone’s Chief Financial Officer.


 


4.               Transition Bonus Payment. 
As an incentive for you to remain with the Company through the
Transition Period, you will be paid a transition bonus in the amount of $90,000
(the “Transition Bonus”), subject to the “Transition Bonus Conditions” provided
below.  The Transition Bonus will be
paid, less applicable withholdings and deductions, on the next regularly
scheduled pay date following August 31, 2010, unless local law requires
that it be paid sooner.


 


5.               Transition Bonus Conditions. 
In order to receive the Transition Bonus, you must be a full-time,
active employee of the Company throughout the entire applicable Transition
Period, subject to the following conditions:


 


A.                                   Prior to the end of the Transition
Period, if Rosetta Stone terminates your employment without Cause, as defined
in the Employment Agreement, in exchange for a valid release 


 

















 


of claims against the Company as described below, you shall be entitled
to receive the Transition Bonus on the date payment would otherwise have been
made to you under the terms of the Transition Agreement.


 


B.                                     Prior to the end of the Transition
Period, if Rosetta Stone terminates your employment for Cause, as defined in
the Employment Agreement, you will not be entitled to receive the Transition
Bonus.  In this event, the Transition
Bonus will automatically be forfeited.


 


6.               Release of Claims.  You will
execute a release substantially in the form of Exhibit A to the Employment
Agreement, and not revoke within the revocation period, as consideration for
the Transition Agreement and the payment of the Transition Bonus.


 


7.               Confirmation of Existing Employee Obligations. 
You understand and agree that this Transition Agreement does not cancel
or otherwise diminish any of your post-employment obligations under the
Employment Agreement with the Company, including, but not limited to, confidentiality,
noncompetition and non-solicitation obligations.


 


8.               Scope.  Except for Section 6(a) of
the Employment Agreement, and as specifically and expressly amended herein, the
terms and conditions of the Employment Agreement are hereby ratified and confirmed,
and shall remain in full force and effect. 
In the event of any irreconcilable inconsistency between the terms of
the Transition Agreement and the Employment Agreement, the terms of the
Transition Agreement shall prevail.


 


Please sign and date one
copy of this letter and return to me.  An
extra copy is enclosed for your files.


 


 


Sincerely,


 


 


	
  /s/ Tom Adams

  	
   

  
	
   

  	
   

  
	
  Tom P.H. Adams

  	
   

  
	
  President and Chief
  Executive Officer

  	
   

  
	
  Rosetta
  Stone Inc.

  	
   

  



 


 


Agreed and Accepted:


 


 


	
  /s/ Brian D. Helman

  	
   

  	
  6/7/10

  
	
  Brian
  D. Helman

  	
   

  	
  Date