**Exhibit 10.11**

 

**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

 

Pierre DeWet

8763 Cayucos Way

San Diego, Ca. 92129

 

Dear Pierre:

 

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.                                       Ifat the time of a CIC your employment with the Company has not been terminatedvoluntarily by you or based on Cause by the Company, then a Retention Bonuswill be an amount allocated to you out of a pool equal to seven percent (7%) ofthe Net Acquisition Proceeds of any Change in Control of the Company and willbe payable in cash or securities of the acquiring entity (the “Acquiror”), or acombination thereof, subject to Sections below; provided, however, that the minimum amount of the Retention Bonus pool shallbe $450,000 and the maximum amount of the Retention Bonus pool will be$675,000, regardless of Net Acquisition Proceeds.

 

2.                                       Atleast 50% of the Retention Bonus you receive (if any) will be paid in the formof cash. You will have the right to demand that all or some portion of any cashcomponent of the Retention Bonus be paid in the form of securities of theAcquiror to the extent that the Net Acquisition Proceeds consists of securitiesof the Acquiror.

 

3.                                       Anysecurities of the Acquiror that you receive as part of the Retention Bonus maybe subject to such terms and conditions, including restrictions on thetransferability of such securities for a period of up to one (1) year, as theCompany may determine.

 

----

 

4.                                       TheChief Executive Officer of the Company shall make recommendations to theCompensation Committee of the Board regarding the allocation of the RetentionBonus pool described in Section 1, provided that the final allocation and paymentof the Retention Bonus is subject to such committee’s approval and ratification.Payment of any Retention Bonus hereunder shall be made simultaneous with theClosing.

 

5.                                       Inthe event that you are not employed by the Company or the Acquiror after theChange in Control, the Company agrees to redeem, or to cause the redemption of,for cash, any non-marketable securities of the Acquiror that were paid as partof the Retention Bonus within twelve (12) months after the Closing (thespecific timing 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.

 

6.                                       Inaddition to the Retention Bonus, you will be entitled to (i) severance benefitsequal to six (6) months of your Base Salary, paid in installments based on theCompany’s standard payroll procedures and (ii) payment by the Company of yourCOBRA premiums (less the Company’s standard employee insurance contributions)under the Company’s health plan (or a comparable health plan of the Acquiror)for a period of six (6) months after the Closing, in any one of the followingcircumstances:

 

(a)                                                                                  Youare not offered employment at the Company or with the Acquiror after the Changein Control;

 

(b)                                                                                 Youare not offered employment at the Company or with the Acquiror after the Changein Control in a position with duties and responsibilities that are comparableto those of your current position and you decline the offered position ;or

 

(c)                                                                                  Relocationthat increases your commute by more than twenty five (25) miles is required toensure continued employment following a Change in Control and you decline torelocate thus terminating your employment

 

7.                                       Inthe event that you accept employment with the Company or with the Acquirorafter the Change in Control and are terminated without Cause within twelve (12)months following the Closing, you will be entitled to (i) severance benefitsequal to six (6) months of your Base Salary, paid in installments based on theCompany’s standard payroll procedures and (ii) payment by the Company of yourCOBRA premiums (less the Company’s standard employee insurance contributions)under the Company’s health plan (or a comparable health plan of the Acquiror)for a period of six (6) months after the date of termination.

 

8.                                       Notwithstandinganything contained herein to the contrary, your entitlement to the severancebenefits described in Sections 6 and 7 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.

 

----

 

9.                                       Thefollowing definitions apply for purposes of this Agreement:

 

(a)                                                                                  **“Base Salary”** means your base salary ineffect immediately prior to the Closing.

 

(b)                                                                                 **“Board”** means the Board of Directors of theCompany.

 

(c)                                                                                  **“Cause”** means (A) a material breach by youof any of the terms of the Release or Separation Agreement; (B) any act ofmisappropriation, embezzlement, fraud or similar conduct involving the Company;(C) the conviction or the plea of nolo contendere or the equivalent inrespect of a felony involving moral turpitude; (D) intentional inflictionof 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 onthe reputation or business of the Company.

 

(d)                                                                                 **“Change in Control”** means a transaction orrelated series of transactions involving the sale or exchange of more thanfifty percent (50%) of the stock or assets of the Company so that themanagement and operation of the Company is controlled by one shareholder orgroup of shareholders which is different than those shareholders controllingthe management and operation of the Company prior to the Change of Control.

 

(e)                                                                                  **“Closing”** means the closing of atransaction constituting a Change in Control.

 

(f)                                                                                    **“Net Acquisition Proceeds”** means the sum ofall cash and/or the market value of any securities received by the Company upona Change in Control, reduced (1) by the selling and other transactionalexpenses incurred as a result of the Change in Control and (2) by theliabilities of the Company, if any, retained by the Company’s sellingshareholders (not including any liabilities created as a result of thisAgreement) provided, however, that the deferred dividend and related interestpayable to Spescom Ltd. on its Series F Preferred Stock and any payables owed to Spescom Ltd.excluding the 10% promissory notesand related accrued interest shall not be deemed to be a liability ofthe Company retained by the Company’s selling shareholders. Proceeds receivedwith respect to****any contingent payments in anytransaction constituting a Change in Control, less any related expenses andliabilities as discussed above, shall be included in the determination of NetAcquisition Proceeds and additional payments under the Agreement shall bedistributed as such contingent payments are received.

 

----

 

10.                                 Thedetermination of whether a Change in Control has occurred, the determination ofNet Acquisition 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.

 

11.                                 Theamounts payable pursuant to this Agreement are not intended to have an impacton any other compensatory arrangements or employee benefit plans under whichyou may be entitled to benefits.

 

12.                                 TheCompany shall not be obligated to make any payment pursuant to this Agreementunless and until any tax withholding requirement is satisfied.

 

13.                                 Allquestions regarding the construction, validation and interpretation of thisAgreement will 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/ Keith Stentiford    |   |
|--------|--------|-------------------------|--------|
|   |   |
|   | Name:  | Keith Stentiford        |   |
|   |   |
|   | Title: | Chief Executive Officer |   |
|        |        |                         |        |  |

 

AGREED AND ACCEPTED

 

this 26th day of April  , 2006

 

 
| By:    | /s/ Pierre DeWet |   |   |
|--------|------------------|--------|--------|
|   | Pierre DeWet     |   |

 

----