exv10w103b



 






EXHIBIT 10.103b




AMENDMENT

TO

SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS




          This Amendment to Separation Agreement and General Release of All Claims (“Amendment”) is
entered into by and between Gary Wetsel and Aspect Communications Corporation.



RECITALS




          A. Mr. Wetsel and Aspect previously entered into that certain Separation Agreement and General
Release of All Claims dated December 6, 2004 (the “Agreement”) to document the amicable resolution
of all potential issues and claims surrounding the employment of Mr. Wetsel by Aspect and the
termination of that employment. Capitalized terms not otherwise defined in this Amendment shall
have the meanings given them in the Agreement.



          B. Among other things, the parties had agreed to modify the terms of certain stock options
previously granted by Aspect to Mr. Wetsel. The parties had intended that such modifications would
not cause Aspect to be required to adopt variable accounting for the stock options held by Mr.
Wetsel.



          C. The parties have discovered an error in the documentation of the modifications to such
stock options and desire to amend the Agreement to correct such error as set forth in this
Amendment.



AGREEMENT




          NOW, THEREFORE, the parties agree that the Agreement is hereby amended as follows:



          1. Section 3(c) of the Agreement is hereby deleted and replaced in its entirety as follows:




       “c) During the period of his employment, Aspect granted certain stock options to
Mr. Wetsel, which options are listed on the Options Summary attached as Exhibit
A to this Agreement (the “Options”). Pursuant to the terms of the existing stock
option agreements (the “Option Agreements”) for the Options and the provisions of the
stock plan(s) to which the Options are subject, the Options shall continue to vest
through March 31, 2005. With respect to the Option shares which are vested as of
March 31, 2005, the terms and conditions of the Option Agreements shall remain
unmodified in any way, including that such Option shares vested as of March 31, 2005
are exercisable until the sixtieth (60th) day following the Separation
Date. In consideration for the release of claims and other obligations of Mr. Wetsel
set forth in this Agreement, Aspect hereby accelerates, as of the Effective Date of
this Agreement, the vesting of all of the Options which would otherwise be unvested as
of March 31, 2005 (the “Accelerated Shares”) held by Mr. Wetsel and such Accelerated
Shares shall become exercisable by Mr. Wetsel in twelve (12) equal monthly
installments following March 31, 2005 (the “Exercisability Period”), subject to Mr.
Wetsel’s continued compliance with the terms of this Agreement. Mr. Wetsel
acknowledges and agrees that if Aspect reasonably determines he is not in compliance
with his obligations to Aspect under this Agreement (including without limitation the
obligations set forth below in Sections 5 and 7-9) Aspect shall have the immediate
right to preclude his exercising any of the Accelerated Shares that have not yet been
exercised pursuant to this Section 3(c); provided however that Mr. Wetsel shall be
provided written notice of any purported default and ten (10) days to establish that
he is not in fact in violation of such obligations, with the Board of Directors of
Aspect (the “Board”) having sole and final authority to determine whether a violation
has occurred. To the extent the Board determines no violation has occurred, Aspect
shall lift the prohibition on exercise of the Accelerated Shares and again permit
exercise of such Options



 









 






in accordance with the provisions of this Section 3(c) (meaning, on the schedule
set forth above during the Exercisability Period). To the extent the Board determines
that a violation has occurred, the prohibition on exercising the Accelerated Shares
shall remain in place and Mr. Wetsel shall not be permitted to exercise such
Accelerated Shares at any time thereafter. In consideration for the release of claims
and other obligations of Mr. Wetsel set forth in this Agreement and subject to the
limitation set forth in the preceding three sentences, all of the Accelerated Shares
(to the extent not previously exercised) shall remain exercisable until the sixtieth
(60th) day following the date on which the final installment of the
Accelerated Shares becomes exercisable. In no event, however, shall any Option be
exercisable following the expiration of the original term of such Option. Except as
set forth in this Section 3(c) and the Option Agreements, Mr. Wetsel acknowledges that
he has no right, title or interest in or to any shares of Aspect’s capital stock under
the any other agreement (oral or written) with Aspect. Notwithstanding anything to
the contrary contained herein, in the event a Change of Control (as defined in Mr.
Wetsel’s employment agreement dated February 27, 2004) occurs on or prior to March 31,
2005, the vesting of all of Mr. Wetsel’s options shall accelerate and such options
shall be exercisable in full upon such Change of Control.”



          2. Solely for purposes of Section 3(c) of the Agreement, “Effective Date of this Agreement”
shall mean the date this Amendment is last executed below.



          3. Except as explicitly set forth above, the terms and conditions of the Agreement shall
remain in full force and effect, unmodified in any way.



          This Amendment is entered into as of the date last executed below.



	 	 	 	 	 
	Dated:

	 	February 1, 2005
	 	/s/ Gary E. Barnett
	

	 	
	 	

	

	 	 	 	Aspect Communications Corporation
	 
	 	 	 	 
	

	 	 	 	1310 Ridder Park Drive
	

	 	 	 	San Jose, California 95131
	 
	 	 	 	 
	Dated:

	 	February 1, 2005
	 	/s/ Gary A. Wetsel
	

	 	
	 	

	

	 	 	 	Gary A. Wetsel