**Exhibit 10.8**

 

**SPESCOM SOFTWARE**

 
|   |                                 |
|--------|---------------------------------|
|   |                            |
|   | 10052 Mesa Ridge Ct., Suite 100 |
|   | San Diego, CA 92121-2616        |
|   | Tel: 858.625.3000               |
|   | Fax: 858.625.3010               |
|   | www.spescomsoftware.com         |

 

April 19, 2006

 

Keith Stentiford

315 Sneath Way

Alpine, Ca. 91901

 

Dear Mr. Stentiford:

 

In order to provide you with an incentive to exert your maximum effortsto complete a change of control (“Change in Control”) in the ownership ofSpescom Software Inc. (the “Company”) that will be beneficial to theshareholders of the Company, and in order to retain your services through andafter the time that a Change in Control has occurred, the Company agrees tooffer you a retention bonus (“Retention Bonus”) and severance benefits subjectto the terms contained in this letter agreement (“Agreement”).

 

1.             The Retention Bonuswill be equal to five percent (5%) of the Net Acquisition Proceeds of anyChange in Control of the Company and will be payable in cash or securities ofthe acquiring entity (the “Acquiror”), or a combination thereof, subject toSections below;  provided, however, thatthe minimum Retention Bonus payable shall be $200,000 (regardless of NetAcquisition Proceeds);  and providedfurther, that at least 50% of the Retention Bonus will be paid in the form ofcash.

 

2.             You will have theright to demand that all or some portion of any cash component of the RetentionBonus be paid in the form of securities of the Acquiror to the extent that theNet Acquisition Proceeds consists of securities of the Acquiror.

 

3.             In the event thatyou are not employed by the Company or the Acquiror after the Change inControl, the Company agrees to redeem, or to cause the redemption of, for cash,any non-marketable securities of the Acquiror that were paid as part of theRetention Bonus within twelve (12) months after the Closing (the specifictiming of such redemption to be determined by the Company, in its solediscretion). Such redemption shall be at a price equal to the fair market valueof the securities redeemed at the time of redemption, as reasonably determinedby the Acquiror.

 

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4.             In the event thatthe Company and the Acquiror agree, after the execution of a definitiveagreement to enter into a Change in Control, but before the Closing of suchChange in Control, that your services to the Company no longer are required andyou thereby are terminated without Cause, you still shall be entitled toreceive the Retention Bonus described in Section 1 above, provided that theChange in Control is consummated, and provided further that payment of theRetention Bonus shall be made simultaneous with the Closing.

 

5.             In addition to theRetention Bonus, you will be entitled to (i) severance benefits equal to twelve(12) months of your Base Salary, paid in installments based on the Company’sstandard payroll procedures and (ii) continued participation in the Company’shealth (payment by the Company of your COBRA premiums less the Company’sstandard employee insurance contributions) and other welfare plans (or comparable health and welfare plans of theAcquiror) for a period of twelve (12) months after the Closing, in any one ofthe following circumstances:

 
| (a)    |   | You are not offered employment at the  Company or with the Acquiror after the Change in Control;                                                                                                                                                |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                            |
| (b)    |   | You are not offered employment at the  Company or with the Acquiror after the Change in Control in a position with  duties and responsibilities that are comparable to those of your current  position and you decline the offered position; or |
|   |   |                                                                                                                                                                                                                                            |
| (c)    |   | Relocation that increases your commute by  more than twenty five (25) miles is required to ensure continued employment  following a Change in Control and you decline to relocate thus terminating  your employment.                            |

 

6.             In the event thatyou accept employment with the Company or with the Acquiror after the Change inControl and are terminated without Cause within twelve (12) months followingthe Closing, you will be entitled to (i) severance benefits equal to twelve(12) months of your Base Salary, paid in installments based on the Company’sstandard payroll procedures and (ii) continued participation in the Company’shealth (payment by the Company of your COBRA premiums less the Company’sstandard employee insurance contributions) and other welfare plans (orcomparable health and welfare plans of the Acquiror) for a period of twelve(12) months after the date of termination.

 

7.             Notwithstandinganything contained herein to the contrary, your entitlement to the severancebenefits described in Sections 5 and 6 is conditioned upon your execution of aneffective release of claims (“Release”) and separation agreement (“SeparationAgreement”) containing such restrictive covenants (including, withoutlimitation, non-competition, non-solicitation and non-disclosure covenants) asthe Company lawfully may impose.

 

8.             The following definitionsapply for purposes of this Agreement:

 
| (a) | ** ** | **“Base Salary”**  means your base salary in effect immediately prior to the Closing. |
|-----|------------|-------------------------------------------------------------------------------------------------|

 

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| (b)    | ** ** | **“Board”** means the  Board of Directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (c)    | ** ** | **“Cause”** means (A)  a material breach by you of any of the terms of the Release or Separation  Agreement; (B) any act of misappropriation, embezzlement, fraud or similar  conduct involving the Company; (C) the conviction or the plea of nolo  contendere or the equivalent in respect of a felony involving moral turpitude;  (D) intentional infliction of any damage of a material nature to any  property of the Company; or (E) any intentional act by you that has a  material detrimental effect on the reputation or business of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (d)    | ** ** | **“Change in Control”**  means a transaction or related series of transactions involving the sale or  exchange of more than fifty percent (50%) of the stock or assets of the  Company so that the management and operation of the Company is controlled by  one shareholder or group of shareholders which is different than those  shareholders controlling the management and operation of the Company prior to  the Change of Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (e)    | ** ** | **“Closing”** means  the closing of a transaction constituting a Change in Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (f)    | ** ** | **“Net Acquisition Proceeds”**  means the sum of all cash and/or the market value of any securities received  by the Company upon a Change in Control, reduced (1) by the selling and  other transactional expenses incurred as a result of the Change in Control  and (2) by the liabilities of the Company, if any, retained by the  Company’s selling shareholders (not including any liabilities created as a  result of this Agreement); provided, however, that the deferred dividend and  related interest payable to Spescom Ltd. on its Series F Preferred Stock and any payables owed to Spescom  Ltd.excluding the 10% promissory notes and related accrued interest,  shall not be deemed to be a liability of the Company retained by the  Company’s selling shareholders. Proceeds received with respect to** **any contingent payments in any transaction constituting a  Change in Control, less any related expenses and liabilities as discussed  above, shall be included in the determination of Net Acquisition Proceeds and  additional payments under the Agreement shall be distributed as such  contingent payments are received. |

 

9.             The determinationof whether a Change in Control has occurred, the determination of NetAcquisition Proceeds, the calculation of the Retention Bonus, and thedetermination of the form in which the Retention Bonus is payable shall be madeby the Board subject to the terms of this Agreement.

 

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10.           The amounts payablepursuant to this Agreement are not intended to have an impact on any othercompensatory arrangements or employee benefit plans under which you may beentitled to benefits.

 

11.           The Company shallnot be obligated to make any payment pursuant to this Agreement unless anduntil any tax withholding requirement is satisfied.

 

12.           All questionsregarding the construction, validation and interpretation of this Agreementwill be governed by the law of the State of California.

 

 

Please indicate your consent and agreement to the foregoing by signingwhere indicated below.

 

Sincerely,

 

 

Spescom Software Inc.

 

 
|   | By:    |   /s/ Michael Silverman         |   |
|--------|--------|-------------------------------------------|--------|
|   |   |                                      |
|   | Name:  |     Michael Silverman |   |
|   |   |                                      |
|   | Title: | Chairman, Board of Directors              |   |
|        |        |                                           |        |  |  |  |  |

 

AGREED AND ACCEPTED

 

this 3rd day of May , 2006

 
| By:    |   /s/ Keith Stentiford               |   |
|--------|------------------------------------------------|--------|
|   |      Keith Stentiford |

 

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