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                                                                   Exhibit 10.15


                        2005 MANAGEMENT COMPENSATION PLAN

     On March 11, 2005, the Compensation Committee (the "Committee") of the
Board of Directors of Brooktrout, Inc. (the "Corporation") adopted this Plan
with respect to the compensation of the five officers named in the table below
(the "Officers") for the year ending December 31, 2005. The three components of
this Plan are base salary, cash bonus and incentive stock awards.

     BASE SALARIES. The annual base salaries of the Officers for 2005 shall be
as set forth in the table below. Each Officer's 2005 base salary shall be
effective as of January 1, 2005, and the President and Vice President of Finance
and Operations and Treasurer shall take such actions on behalf of the
Corporation as they deem appropriate in order to give retroactive effect to
cause these annual base salaries to be effective as of January 1, 2005. The base
salaries for 2005 have been based on a number of factors, including the
responsibilities of an Officer's position and the knowledge, experience and past
performance of the Officer. The base salary levels also reflect the status of
the competitive marketplace for the Officers' respective positions, and the
Committee has considered for this purpose the levels of base salaries for
comparable positions at comparable companies within the Corporation's industry,
as well as industry surveys prepared by the Committee's outside compensation
consultants and others.

     CASH BONUSES. The performance of each of the Officers will be reviewed by
the Committee, based in significant part on the extent to which the Officer
satisfies a number of specified management-by-objectives guides (the "MBO
Guides"). The MBO Guides reflect a number of financial, product, marketing,
sales and other objectives. The MBO Guides have been developed to ensure
specific, focused efforts designed to improve the Corporation's performance,
attain corporate and departmental goals, achieve critical performance metrics,
and ensure separation of duties. Appropriate MBO Guides are selected, set and
weighted for each Officer. In evaluating the extent to which Officers (other
then the President) meet these objectives, the Committee may take into
consideration the suggestions and views of the President. The Committee also may
take into consideration information provided to the Committee by third-party
compensation consultants, including information as to "market" compensation
rates for comparable companies within the Corporation's industry. The total
target bonus pool for the Officers for 2005 shall be $561,557, of which each
Officer shall have a target amount as set forth in the table below. If the
Corporation's total revenue for 2005 exceeds the amount contemplated by the
Corporation's 2005 operating plan, the size of the total target bonus pool will
increase proportionally. The target bonuses were established by the Committee at
levels that would make available bonuses a significant part of the total
compensation package of each Officer. An Officer's bonus may be paid in one or
more quarterly installments, after year-end (in order to ensure various
quarter-to-quarter performances), or by a combination thereof.

     INCENTIVE STOCK AWARDS. At such times during 2005 as it shall deem
appropriate, the Committee will consider grants of awards under the
Corporation's stock incentive plans to one or more of the Officers. Any such
award will be based on various factors identified by the Committee, including
both corporate and individual performance during 2005 and incentives to reach
identified corporate and individual goals in future years. In evaluating the
extent to which Officers (other then the President) satisfy these factors, the
Committee may take into consideration the suggestions and views of the
President. The Committee also may take into consideration information provided
by third-party compensation consultants, including information as to "market"
equity-based compensation levels for comparable companies within the
Corporation's industry.

<Table>
<Caption>
                                                                                         ANNUAL BASE       TARGET
NAME                     TITLE                                                              SALARY          BONUS
----                     -----                                                           -----------        -----
<S>                      <C>                                                             <C>              <C>
Eric R. Giler            President                                                         $450,000       $264,553
Robert C. Leahy          Vice President of Finance and Operations and Treasurer             315,000        170,828
Heather J. Magliozzi     Vice President of Corporate Marketing                              225,000         42,707
R. Andrew O'Brien        Vice President of Market and Business Development                  230,000         32,539
Ronald J. Bleakney       Senior Vice President of Worldwide Sales                           160,000         50,930

</Table>