Attached files

file filename
EX-23.1 - EXHIBIT 23.1 CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS - ROSETTA STONE INCa123114exhibit231.htm
EX-10.6 - EXHIBIT 10.6 DIRECTOR FORM OF OPTION AWARD AGREEMENT UNDER THE 2009 PLAN - ROSETTA STONE INCa12312014exhibit106directo.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS FOR PRINCIPAL EXECUTIVE OFFICER - ROSETTA STONE INCa123114exhibit311.htm
EX-10.28 - EXHIBIT 10.28 EXECUTIVE EMPLOYMENT AGREEMENT CHRISTIAN NA JUNE 2 2014 - ROSETTA STONE INCa12312014exhibit1028na.htm
EX-10.30 - EXHIBIT 10.30 EXECUTIVE EMPLOYMENT AGREEMENT ERIC LUDWIG JANUARY 1 2015 - ROSETTA STONE INCa12312014exhibit1030ludwig.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS FOR PRINCIPAL EXECUTIVE OFFICER - ROSETTA STONE INCa123114exhibit321.htm
EX-10.23 - EXHIBIT 10.23 EXECUTIVE BONUS PLAN - ROSETTA STONE INCa12312014exhibit1023bonusp.htm
EX-10.12 - EXHIBIT 10.12 DIRECTOR FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT 2009 PLAN - ROSETTA STONE INCa12312014exhibit1012dirrsu.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATIONS FOR PRINCIPAL FINANCIAL OFFICER - ROSETTA STONE INCa123114exhibit312.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATIONS FOR PRINCIPAL FINANCIAL OFFICER - ROSETTA STONE INCa123114exhibit322.htm
EX-10.24 - EXHIBIT 10.24 LONG TERM INCENTIVE PROGRAM - ROSETTA STONE INCa123114exhibit1024ltip.htm
EX-10.5 - EXHIBIT 10.5 EXECUTIVE FORM OF OPTION AWARD AGREEMENT UNDER THE 2009 PLAN - ROSETTA STONE INCa123114exhibit105exec2009.htm
EX-10.27 - EXHIBIT 10.27 SUB-SUBLEASE AGREEMENT BETWEEN CEB AND RS APRIL 3 2014 - ROSETTA STONE INCa12312014exhibit1027sub-su.htm
EX-10.31 - EXHIBIT 10.31 DIRECTOR AGREEMENT ARTHUR JOHN HASS NOVEMBER 18 2014 - ROSETTA STONE INCa12312014exhibit1031direct.htm
EX-10.29 - EXHIBIT 10.29 GENERAL RELEASE CHRISTIAN NA DECEMBER 2 2014 - ROSETTA STONE INCa12312014exhibit1029narele.htm
EX-10.26 - EXHIBIT 10.26 CLAWBACK POLICY ON RECOUPMENT OF PERFORMANCE BASED COMPENSATION - ROSETTA STONE INCa123114exhibit1026clawback.htm
EX-10.25 - EXHIBIT 10.25 FORM OF AWARD AGREEMENT UNDER THE 2013 LTIP - ROSETTA STONE INCa123114exhibit1025ltipaward.htm
EXCEL - IDEA: XBRL DOCUMENT - ROSETTA STONE INCFinancial_Report.xls
10-K - 10-K ROSETTA STONE INC 2014 - ROSETTA STONE INCa1231201410k.htm
EX-21.1 - EXHIBIT 21.1 ROSETTA STONE INC. SUBSIDIARIES - ROSETTA STONE INCa123114exhibit211.htm


Exhibit 24.1

ROSETTA STONE INC.
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Stephen M. Swad, Thomas M. Pierno and Sonia G. Cudd, or any of them, each with power to act without the other, a true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each person whose signature appears below and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Rosetta Stone Inc. (the "Company") and any or all subsequent amendments and supplements to the Annual Report on Form 10-K, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby qualifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Each person whose signature appears below may at any time revoke this power of attorney as to himself or herself only by an instrument in writing specifying that this power of attorney is revoked as to him or her as of the date of execution of such instrument or at a subsequent specified date. This power of attorney shall be revoked automatically with respect to any person whose signature appears below effective on the date he or she ceases to be a member of the Board of Directors or an officer of the Company. Any revocation hereof shall not void or otherwise affect any acts performed by any attorney-in-fact and agent named herein pursuant to this power of attorney prior to the effective date of such revocation.
March 16, 2015
Signature
 
Title
 
 
 
/s/ STEPHEN M. SWAD
 
Chief Executive Officer and Director
(Principal Executive Officer)
Stephen M. Swad
 
 
 
 
 
/s/ THOMAS M. PIERNO
 
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Thomas M. Pierno
 
 
 
 
 
/s/ Patrick W. Gross
 
Chairman of the Board, Director
Patrick W. Gross
 
 
 
 
 
/s/ JAMES P. BANKOFF
 
Director
James P. Bankoff
 
 
 
 
 
 
 
 
/s/ LAURENCE FRANKLIN
 
Director
Laurence Franklin
 
 
 
 
 
/s/ A. JOHN HASS III
 
Director
A. John Hass III
 
 
 
 
 
/s/ MARGUERITE W. KONDRACKE
 
Director
Marguerite W. Kondracke
 
 
 
 
 
/s/ CAROLINE J. TSAY
 
Director
Caroline J. Tsay
 
 
 
 
 
/s/ LAURA L. WITT
 
Director
Laura L. Witt
 
 
 
 
 

 
Director
Steven P. Yankovich