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-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-24.1 - EXHIBIT 24.1 POWER OF ATTORNEY - ROSETTA STONE INCa123114exhibit241.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 31.1

CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
OF ROSETTA STONE INC.
PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14, AS ADOPTED
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Stephen M. Swad, certify that:
1.    I have reviewed this Annual Report on Form 10-K of Rosetta Stone Inc. (the "Registrant");
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.    The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a.    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.    evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d.    disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.    The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):
a.    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b.    any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

 
 
 
By:
 
/s/ STEPHEN M. SWAD  
 
 
Stephen M. Swad
(Principal Executive Officer)
Date: March 16, 2015