ex10_1.htm


    
      

    

    
      WITHOUT
        PREJUDICE

      SUBJECT
        TO CONTRACT

      PRIVATE
        AND CONFIDENTIAL

      


      
        	
                13
                  August 2007

              


      

      


      


      CLEARONE
        COMMUNICATIONS UK LIMITED

      


      and

      


      MARTIN
        JAMES OFFWOOD

      


      
        
          

        

         

      

      COMPROMISE
        AGREEMENT

       

      
        
          

        



      


      TAYLOR
        WESSING LLP

      Carmelite

      50
        Victoria Embankment

      Blackfriars

      London
        EC4Y 0DX

      


      +44
        (0)20
        7300 7000

      +44
        (0)20
        7300 7100

      DX           41
        London

      


      


      Ref:
        PYC


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Index

       

      
        	
                Clause
                  No. 

              	
                Page
                  No.

              
	
                1.

              	
                Definitions

              	
                1

              
	
                2.

              	
                Termination
                  of Employment

              	
                2

              
	
                3.

              	
                Remuneration

              	
                2

              
	
                4.

              	
                P45

              	
                2

              
	
                5.

              	
                Severance
                  Payment

              	
                2

              
	
                6.

              	
                Tax

              	
                3

              
	
                7.

              	
                Secrecy

              	
                3

              
	
                8.

              	
                Post-Termination
                  Restrictions

              	
                3

              
	
                9.

              	
                New
                  Employment

              	
                4

              
	
                10.

              	
                Company
                  Property

              	
                4

              
	
                11.

              	
                Legal
                  Expenses

              	
                4

              
	
                12.

              	
                Claims
                  against the Employer

              	
                4

              
	
                13.

              	
                Interpretation

              	
                7

              
	
                14.

              	
                Third
                  Party Rights

              	
                7

              
	
                15.

              	
                Enforcement
                  of the Compromise Agreement

              	
                7

              
	
                16.

              	
                Without
                  Prejudice

              	
                7

              
	
                17.

              	
                Entire
                  Agreement

              	
                7

              
	
                18.

              	
                Jurisdiction
                  and Governing Law

              	
                7

              
	
                SCHEDULE
                  1

              	
                9

              
	
                SCHEDULE
                  2

              	
                10

              
	
                SCHEDULE
                  3

              	
                11

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      COMPROMISE
        AGREEMENT

      


      


      WITHOUT
        PREJUDICE

      


      SUBJECT
        TO CONTRACT

      


      


      THIS
        AGREEMENT is made on 13 August 2007.

      


      


      BETWEEN

      


      


      
        	
                (1)

              	
                CLEARONE
                  COMMUNICATIONS UK LIMITED of 12 York Gate, London NW1 4QS (the
                  "Employer"); and

              


      

      


      
        	
                (2)

              	
                MARTIN
                  JAMES OFFWOOD of West Bull House, 19 High Street, Nettlebed, Oxon
                  RG9 5DA (the
                  "Employee”).

              


      

      


      


      INTRODUCTION

      


      


      
        	
                (A)

              	
                The
                  Employee's employment with the Employer will terminate on 13 August
                  2007.

              


      

      


      
        	
                (B)

              	
                The
                  parties wish to compromise any claims which may be made in connection
                  with
                  the employment and make other arrangements for an orderly
                  transition.  This agreement does not, except to the extent
                  expressly stated, vary the Service Agreement, but rather sets out
                  terms
                  for the compromise of such claims and the required
                  arrangements.

              


      

      


      
        	
                (C)

              	
                The
                  Employer is entering into this agreement for itself and as agent
                  for all
                  Group Members and is duly authorised in that
                  behalf.

              


      

      


      


      AGREED
        TERMS

      


       

      
        	
                1.

              	
                Definitions

              


      

       

      In
        this
        agreement:

       

      "Adviser"
        means the person referred to in clause 12.3(d);

       

      "Group"
        means the Employer and its Group Members;

       

      "Group
        Member" means the Employer, any holding company of the Employer (as
        defined in section 736 of the Companies Act 1985) and any subsidiary
        undertakings of the Employer or such holding company;

       

      "Service
        Agreement" means the service agreement dated 11 July 2003 between the
        Employee and the Employer;

       

      "Share
        Option Scheme" means 1998 Stock Option Plan; and

       

      "Termination
        Date" means 13 August 2007.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                Termination
                  of Employment

              


      

       

      
        	
                2.1

              	
                With
                  effect from the Termination Date the Employee will cease to be
                  an employee
                  of the Employer and shall not hold himself out as having any continuing
                  connection with the Employer or with any Group
                  Member.

              


      

       

      
        	
                2.2

              	
                On
                  or before the Termination Date, the Employee shall, without any
                  claim for
                  damages or compensation for loss of office, resign with immediate
                  effect
                  from any office which the Employee may hold as director or other
                  officer
                  of the Employer or a Group Member by completing and returning to
                  Alicia
                  Garcia, Human Resources Manager a letter in the form set out in
                  schedule
                  2.  The Employee undertakes not to hold himself out as a
                  director or other officer of the Employer or a Group
                  Member.  The Employee irrevocably appoints the Employer as
                  attorney to execute letters of resignation of such offices or appointments
                  on the Employee's behalf.

              


      

       

      
        	
                2.3

              	
                Until
                  the Termination Date the terms of the Service Agreement will remain
                  in
                  full force and effect save to the extent that they have been expressly
                  varied by the terms of this
                  agreement.

              


      

       

      
        	
                2.4

              	
                The
                  Employee will do everything necessary to resign as Director of
                  the
                  Employer’s German entity.

              


      

       

       

      
        	
                3.

              	
                Remuneration

              


      

       

      
        	
                3.1

              	
                Except
                  as set out in this agreement all entitlements to payments or benefits
                  arising out of or in connection with the Employee's employment
                  with the
                  exception of accrued pension rights, if any, will cease from the
                  Termination Date and the Employee acknowledges that he has no further
                  claims in respect of them.

              


      

       

      
        	
                3.2

              	
                The
                  Employer shall within 14 days pay to the Employee the sum of £46,750.02,
                  representing six months' notice, less income tax at the marginal
                  rate and
                  employee National Insurance
                  contributions.

              


      

       

      
        	
                3.3

              	
                The
                  Employer shall within 14 days pay to the Employee the sum of £5,064.54,
                  representing 13 days of accrued but unused holiday
                  days.

              


      

       

      
        	
                3.4

              	
                The
                  Employee shall have 90 days from the date of termination to exercise
                  any
                  vested options in the Share Option
                  Scheme.

              


      

       

       

      
        	
                4.

              	
                P45

              


      

       

      The
        Employer undertakes that the Employee’s P45 will have been issued by the
        Employer prior to any payment being made to the Employee under the terms
        of
        clause 5.

       

       

      
        	
                5.

              	
                Severance
                  Payment

              


      

       

      Subject
        to the Employee's compliance with his obligations under this agreement, the
        Employer shall, as compensation for loss of employment but without admission
        of
        liability, pay to the Employee within 14 days following the later of (i)
        the
        date of this agreement, (ii) the Termination Date, (iii) receipt of the
        completed and signed Adviser's Certification in the form set out in schedule
        1
        [and (iv) receipt of the signed resignation letter referred to in clause
        2.2],
        the sum of £15,618.95 (the "Severance Payment") inclusive of
        any entitlement to a statutory redundancy payment [from which the Employer
        will
        deduct income tax at the basic rate from the balance of the Severance Payment
        in
        excess of £30,000 in accordance with its understanding of the income tax,
        national insurance and pay as you earn legislation, and will account for
        the
        same to HM Revenue & Customs.  No income tax or employee National
        Insurance contributions will be deducted from the first £30,000 of the Severance
        Payment.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                6.

              	
                Tax

              


      

       

      
        	
                6.1

              	
                The
                  parties agree that the Severance Payment represents compensation
                  for the
                  termination of the Employee’s employment and as such does not represent
                  contractual remuneration.

              


      

       

      
        	
                6.2

              	
                The
                  Employer makes no warranty as to the taxable status of the Severance
                  Payment and, accordingly, the Employee agrees that any income tax
                  and
                  employee National Insurance payable pursuant to the Severance Payment
                  and
                  on any other benefits provided to the Employee pursuant to this
                  agreement
                  is the Employee’s personal
                  responsibility.

              


      

       

      
        	
                6.3

              	
                The
                  Employee undertakes that if the Employer or any Group Member is
                  called
                  upon to account to HM Revenue & Customs for any income tax, employee
                  National Insurance contributions, interest or penalties thereon
                  arising in
                  respect of the payments made or benefits provided under this agreement,
                  other than any income tax deducted under clause 5 above (such income
                  tax,
                  National Insurance contributions, interest or penalties referred
                  to in
                  this agreement as the "Excess Tax"), and if the Employer
                  or any other Group Member pays the Excess Tax to HM Revenue & Customs,
                  the Employee will, at the written request of such entity, immediately
                  pay
                  to such entity an amount equal to the Excess Tax provided that
                  no payment
                  of Excess Tax will be made to HM Revenue & Customs without particulars
                  of any proposed payment being given to the Employee and the Employee being
                  given the opportunity at his own expense to dispute any such
                  payment.

              


      

       

       

      
        	
                7.

              	
                Secrecy

              


      

       

      
        	
                7.1

              	
                The
                  Employee undertakes that he will not, whether directly or indirectly,
                  make, publish or otherwise communicate any disparaging or derogatory
                  statements, whether in writing or otherwise, concerning the Employer
                  or
                  any Group Member or any of its or their officers, shareholders
                  or
                  employees.  

              


      

       

      
        	
                7.2

              	
                Each
                  of the Employee and the Employer undertakes to the other that neither
                  shall make any announcement, statement or comment
                  concerning:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  terms of this agreement; and/or

              


      

       

      
        	
                 

              	
                (b)

              	
                events
                  during the Employee’s employment with the Employer or the circumstances of
                  the termination of the Employee's
                  employment,

              


      

       

      and
        shall
        not disclose the same to any person, firm or company except as required by
        law
        or the rules of any relevant regulatory authority or in communications with
        their professional or financial advisers who have agreed to keep such terms
        and
        events and circumstances confidential.

       

       

      
        	
                8.

              	
                Post-Termination
                  Restrictions

              


      

       

      In
        consideration of £150 (subject to prior deductions as required by law) the
        Employee acknowledges and confirms that the obligations undertaken by the
        Employee under clauses 8 (confidentiality) and 11 (post-termination restrictive
        covenants) of the Service Agreement are now repeated and will remain in force
        and effect notwithstanding the termination of the Employee's
        employment.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                9.

              	
                New
                  Employment

              


      

       

      The
        Employee represents and warrants that, at the date of this agreement, he
        is not
        employed or engaged in any business whether on behalf of himself or another,
        that he is not in receipt of any remuneration and that he is not in negotiations
        which are likely to lead to an offer of employment or any such engagement
        or to
        the receipt of remuneration and that he has not received or accepted or agreed
        to accept any such offer.

       

       

      
        	
                10.

              	
                Company
                  Property

              


      

       

      The
        Employee represents and warrants that except as expressly provided for in
        this
        agreement he will on or before the Termination Date return to the Employer
        all
        property, equipment, records, correspondence, documents, files and other
        information (whether originals, copies or extracts) belonging or relating
        to the
        Employer or any Group Member and that the Employee will not retain any
        copies.

       

       

      
        	
                11.

              	
                Legal
                  Expenses

              


      

       

      The
        Employer shall, within 14 days of receipt by it of an appropriate copy VAT
        invoice addressed to the Employee for payment by the Employer, pay to the
        Employee's solicitors, Edwin Coe LLP, the Employee's legal expenses relating
        exclusively to the negotiation and preparation of this agreement, up to a
        maximum of £350 plus VAT.

       

       

      
        	
                12.

              	
                Claims
                  against the Employer

              


      

       

      
        	
                12.1

              	
                Although
                  the Employer makes no admission of any liability, the terms set
                  out in
                  this agreement have been agreed in full and final settlement of
                  claims the
                  Employee has or may have against the Employer, Group Members, and
                  any of
                  its or their officers, employees, shareholders, consultants or
                  agents
                  arising directly or indirectly out of or in connection with the
                  Employee's
                  employment by the Employer, the Employee's holding of any office
                  or the
                  termination of such employment or office which he asserts including
                  and
                  limited to claims for unfair dismissal, accrued but untaken holiday,
                  unlawful deductions from wages or a statutory redundancy
                  payment.

              


      

       

      
        	
                12.2

              	
                It
                  is further the intention of the Employee and the Employer that
                  the terms
                  set out in this agreement have been agreed in full and final settlement
                  of
                  all or any claims, costs and expenses and any rights of action
                  of any kind
                  whatsoever whether under English or European Union law or the laws
                  of any
                  other jurisdiction that the Employee has or may have against the
                  Employer,
                  Group Members and any of its or their officers, employees, shareholders,
                  consultants or agents (in each case current or former) arising
                  directly or
                  indirectly out of or in connection with the Employee's employment
                  by the
                  Employer, the Employee's holding of any office or the termination
                  of such
                  employment or office under common law, statute or otherwise including,
                  without limitation, any claim or claims the Employee may have in
                  respect
                  of:

              


      

       

      
        	
                 

              	
                (a)

              	
                unfair
                  dismissal;

              


      

       

      
        	
                 

              	
                (b)

              	
                wrongful
                  dismissal;

              


      

       

      
        	
                 

              	
                (c)

              	
                breach
                  of contract;

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                a
                  redundancy payment pursuant to section 135 of the Employment Rights
                  Act
                  1996 (or otherwise pursuant to the Service
                  Agreement);

              


      

       

      
        	
                 

              	
                (e)

              	
                equal
                  pay;

              


      

       

      
        	
                 

              	
                (f)

              	
                sex
                  discrimination contrary to the Sex Discrimination Act
                  1975;

              


      

       

      
        	
                 

              	
                (g)

              	
                race
                  discrimination contrary to the Race Relations Act
                  1976;

              


      

       

      
        	
                 

              	
                (h)

              	
                disability
                  discrimination contrary to the Disability Discrimination Act
                  1995;

              


      

       

      
        	
                 

              	
                (i)

              	
                age
                  discrimination contrary to the Employment Equality (Age) Regulations
                  2006;

              


      

       

      
        	
                 

              	
                (j)

              	
                sexual
                  orientation discrimination contrary to the Employment Equality
                  (Sexual
                  Orientation) Regulations 2003;

              


      

       

      
        	
                 

              	
                (k)

              	
                religion
                  or belief discrimination contrary to the Employment Equality (Religion
                  or
                  Belief) Regulations 2003;

              


      

       

      
        	
                 

              	
                (l)

              	
                an
                  unlawful deduction from wages;

              


      

       

      
        	
                 

              	
                (m)

              	
                any
                  breach of the Working Time Regulations
                  1998;

              


      

       

      
        	
                 

              	
                (n)

              	
                any
                  breach of the Employee's rights in respect of accompaniment at
                  disciplinary or grievance hearings;

              


      

       

      
        	
                 

              	
                (o)

              	
                any
                  breach of the Part Time Workers (Prevention of Less Favourable
                  Treatment)
                  Regulations 2000;

              


      

       

      
        	
                 

              	
                (p)

              	
                any
                  breach of the Fixed Term Employees (Prevention of Less Favourable
                  Treatment) Regulations 2002;

              


      

       

      
        	
                 

              	
                (q)

              	
                any
                  breach of the Maternity and Parental Leave etc Regulations
                  1999;

              


      

       

      
        	
                 

              	
                (r)

              	
                harassment
                  under section 3 Protection from Harassment Act
                  1997;

              


      

       

      
        	
                 

              	
                (s)

              	
                dismissal
                  or action short of dismissal taken by the Employer on grounds related
                  to
                  the Employee's union membership activities and/or other relevant
                  statutory
                  provisions;

              


      

       

      
        	
                 

              	
                (t)

              	
                Employment
                  Act 2002;

              


      

       

      
        	
                 

              	
                (u)

              	
                Employment
                  Act 2002 (Dispute Resolution) Regulations
                  2004;

              


      

       

      
        	
                 

              	
                (v)

              	
                section
                  43 A-L Employment Rights Act 1996;

              


      

       

      
        	
                 

              	
                (w)

              	
                section
                  47B Employment Rights Act 1996; and

              


      

       

      
        	
                 

              	
                (x)

              	
                personal
                  injury,

              


      

       

      including,
        for the avoidance of doubt all claims (if any) arising out of or in connection
        with the Share Option Scheme,

       

      PROVIDED
        ALWAYS THAT this clause 12 shall not apply to any claims in respect of
        the Employee's accrued pension entitlement, if any, and any claims for personal
        injury or any claims to enforce the terms of this agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                12.3

              	
                The
                  Employee represents and warrants
                  that:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  claims and prospective claims listed at clauses 12.1 and 12.2 are
                  all the
                  claims or prospective claims which the Employee believes that he
                  has or
                  may have against the Employer or any Group Member or its or their
                  respective shareholders, officers, employees, consultants or agents
                  (in
                  each case current or former) arising out of or in connection with
                  his
                  employment, directorships or its or their
                  termination;

              


      

       

      
        	
                 

              	
                (b)

              	
                he
                  is not aware of any claims for personal
                  injury;

              


      

       

      
        	
                 

              	
                (c)

              	
                he
                  has instructed the Adviser to advise whether he has any claims,
                  including
                  without limitation claims under clauses 12.1 and 12.2 above, against
                  the
                  Employer or the persons referred to in clause 12.3(a) and that
                  he has
                  provided the Adviser with all available information which the Adviser
                  requires in order to do so;

              


      

       

      
        	
                 

              	
                (d)

              	
                the
                  Employee has received independent legal advice from a relevant
                  independent
                  adviser as to the terms and effect of this agreement and in particular
                  its
                  effect on the Employee's ability to pursue his rights before an
                  employment
                  tribunal.  The name of the relevant independent adviser who has
                  advised the Employee is Linky Trott of 2 Stone Buildings, Lincoln’s Inn,
                  London WC2A 3TH;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  Employee is advised by the Adviser that there is in force and was,
                  at the
                  time the Employee received the advice referred to above a contract
                  of
                  insurance or an indemnity provided for members of a profession
                  or
                  professional body covering the risk of a claim by the Employee
                  in respect
                  of loss arising in consequence of that advice;
                  and

              


      

       

      
        	
                 

              	
                (f)

              	
                the
                  Employee has not issued proceedings before the employment tribunals,
                  High
                  Court or County Court in respect of any claim in connection with
                  his
                  employment or its termination.  The Employee undertakes that
                  neither the Employee, nor anyone acting on his behalf, will issue
                  or
                  continue any such proceedings in respect of such claims as are
                  referred to
                  in clauses 12.1 or 12.2, and if they do so, or if any of the warranties
                  given by him in this agreement is untrue, without prejudice to
                  any other
                  remedy which may be available the Employee agrees he will repay
                  the
                  Severance Payment to the Employer immediately as a debt and on
                  demand.

              


      

       

      
        	
                12.4

              	
                To
                  give full effect to the provisions in clauses 12.1 and 12.2 above
                  the
                  Employee hereby agrees to refrain from instituting or continuing
                  any
                  proceedings before an Employment Tribunal in relation to any claims
                  or
                  complaints set out in clauses 12.1 or
                  12.2.

              


      

       

      
        	
                12.5

              	
                The
                  Employer and the Employee agree and acknowledge that the conditions
                  regulating compromise agreements in the Employment Rights Act 1996
                  and
                  legislation specified in clauses 12.1 and 12.2 are intended to
                  be and have
                  been satisfied.

              


      

       

      
        	
                12.6

              	
                The
                  provisions of clauses 12.1 and 12.2 shall have effect irrespective
                  of
                  whether or not the Employee is or could be aware of such claims,
                  costs,
                  expenses or rights of action at the date of this agreement and
                  irrespective of whether or not such claims, costs, expenses or
                  rights of
                  action are in the express contemplation of the Employer and the
                  Employee
                  at the date of this agreement (including such claims, costs, expenses
                  or
                  rights of action of which the Employee becomes aware after the
                  date of
                  this agreement in whole or in part as a result of the commencement
                  of new
                  legislation or the development of common
                  law).

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                13.

              	
                Interpretation

              


      

       

      The
        headings to clauses are for convenience only and have no legal
        effect.

       

       

      
        	
                14.

              	
                Third
                  Party Rights

              


      

       

      The
        parties to this agreement may vary or rescind it without notifying or seeking
        the consent of any third party on whom rights are conferred under the Contracts
        (Rights of Third Parties) Act 1999 and the rights conferred by section 2
        of that
        Act are excluded.

       

       

      
        	
                15.

              	
                Enforcement
                  of the Compromise
                  Agreement

              


      

       

      
        	
                15.1

              	
                The
                  parties agree that they consider the provisions of this agreement
                  to be
                  valid, reasonable and enforceable.

              


      

       

      
        	
                15.2

              	
                The
                  parties acknowledge and agree that the clauses and sub-clauses
                  of this
                  agreement are severable and that if any clause or sub-clause or
                  identifiable part is held to be invalid or unenforceable by any
                  court of
                  competent jurisdiction then such invalidity or unenforceability
                  shall not
                  affect the validity or enforceability of the agreement’s remaining
                  clauses, sub-clauses, or parts of the
                  agreement.

              


      

       

      
        	
                15.3

              	
                The
                  Employee agrees that if he breaches or violates any of the terms
                  of this
                  agreement damages alone may not compensate for such breach or violation
                  and that injunctive relief is reasonable and essential to safeguard
                  the
                  interests of the Employer and that an injunction in addition to
                  any other
                  remedy may accordingly be obtained by the Employer.  No waiver
                  of any such breach or violation should be implied from the forbearance
                  or
                  failure by the Employer to take action in respect of such breach
                  or
                  violation.

              


      

       

       

      
        	
                16.

              	
                Without
                  Prejudice

              


      

       

      Notwithstanding
        that this agreement is marked “Without Prejudice” and “Subject to Contract”, it
        will become open and binding when executed by both parties.

       

       

      
        	
                17.

              	
                Entire
                  Agreement

              


      

       

      
        	
                17.1

              	
                Except
                  for those provisions of the Service Agreement which are expressed
                  in that
                  document or herein to continue in effect, this agreement sets out
                  the
                  entire agreement between the Employer and the Employee with regard
                  to the
                  effect of termination of the employment and supersedes all prior
                  discussions between the parties or their advisers and all statements,
                  representations, terms and conditions, warranties, guarantees,
                  proposals,
                  communications and understandings whenever given and whether given
                  orally
                  or in writing.

              


      

       

      
        	
                17.2

              	
                The
                  Employee acknowledges that the Employer enters into this agreement
                  in
                  reliance on the Employee's warranties in clauses 9, 10 and
                  12.

              


      

       

       

      
        	
                18.

              	
                Jurisdiction
                  and Governing Law

              


      

       

      This
        agreement shall be governed by English law and the courts and employment
        tribunals of England and Wales shall have exclusive jurisdiction to determine
        all disputes relating to this agreement.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                Signed
                  by :

              	
                /s/
                  Greg LeClaire

              	 
	 	
                For
                  and on behalf of the Employer

              	 
	 	 	 
	
                Date:

              	
                13
                  August 2007

              	 
	 	 	 
	 	 	 
	
                Signed
                  by :

              	
                /s/
                  Martin J. Offwood

              	 
	 	
                The
                  Employee

              	 
	 	 	 
	
                Date:

              	
                13
                  August 2007

              	 


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        1

       

      Certification
        by Employee's Adviser

      


      Addressed
        to the Employer

      


      


      I,
        Linky
        Trott


      


      


      of
        EDWIN
        COE LLP, 2 Stone Buildings, Lincoln’s Inn, London, WC2A3TH

      


      


      certify
        as follows:

      


      
        	
                1.

              	
                I
                  am a "relevant independent adviser" (as such term is defined in
                  section
                  203 of the Employment Rights Act
                  1996).

              


      

      


      
        	
                2.

              	
                Before
                  the Employee signed the agreement, I advised him as to the terms
                  and
                  effect of the agreement and in particular upon its effect on his
                  ability
                  to pursue his rights before an employment
                  tribunal.

              


      

      


      
        	
                3.

              	
                At
                  the time that I gave the advice referred to in paragraph 2 of this
                  certificate, there was in force a contract of insurance or an indemnity
                  provided for members of a profession or professional body covering
                  the
                  risk of a claim by the Employee in respect of any loss arising
                  as a
                  consequence of that advice.

              


      

       

      


      
        	
                Signed

              	
                /s/
                  Linky Trott

              	 
	 	 	 
	
                Name:

              	
                Linky
                  Trott

              	 
	 	 	 
	
                Address:

              	
                Edwin
                  Coe LLP

              	 
	 	 	 
	 	
                2
                  Stone Buildings

              	 
	 	 	 
	 	
                Lincoln’s
                  Inn

              	 
	 	 	 
	 	
                WC2A3TH

              	 
	 	 	 
	
                Dated:

              	
                13
                  August 2007

              	 


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        2

       

      Officer's
        Letter of Resignation


      


      


      PRIVATE
        & CONFIDENTIAL

      


      The
        Directors

      ClearOne
        Communications UK Limited

      12
        York
        Gate

      London
        NW1 4QS

      


      


      [Date]

      


      


      Dear
        Sirs

      


      Please
        accept this letter as formal notice of my resignation as a Director [and
        the
        Secretary] of [the company] [each of the companies] listed above.  My
        resignation is to be effective immediately.

      


      Please
        arrange for particulars of my resignation to be filed with the Registrar
        of
        Companies.

      


      Yours
        faithfully


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        3

       

      Agreed
        Announcement

      


      


      ClearOne
        would prefer to keep this matter confidential and therefore wishes to refrain
        from sending a public announcement.

      


      However,
        the following announcement will be sent at the Employee’s request:

      


      Martin
        Offwood, Managing Director of EMEA, has resigned to pursue other
        interests.  We wish him well in his future endeavours and thank him
        for his service to ClearOne.

      


      Please
        contact Steven Andresen, VP of Worldwide Sales, for all EMEA
        matters.

    

     

     11