exv10w109



 








Exhibit 10.109




via Inter-office Mail




February 27, 2005




FIRST NAME LAST NAME

TITLE

Aspect Communications

San Jose, CA 95131



     Dear «First_Name»:



     This letter agreement (the “Agreement”) is to confirm the terms of your ongoing employment
with Aspect Communications Corporation (the “Company”) and supersedes and replaces all prior oral
and/or written agreements regarding the subject matter hereof between you and the Company.



     1. This Agreement will commence on the date hereof and continue until February
28, 2006 (the “Original Term”), unless extended for one or more additional
one-year terms upon mutual written agreement between you and the Company or unless
terminated pursuant to the terms described herein. In no way limiting the foregoing,
if the Company has not affirmatively renewed or terminated this Agreement as of the
expiration of the Original Term or any extension thereof, this Agreement will be
extended for a series of successive one month periods, pending an affirmative
decision by the Company to either renew or not renew the Agreement. Affirmative
renewal or termination by the Company shall be evidenced by the adoption of
resolutions by the Compensation Committee of the Board of Directors of the Company
(the “Committee”), or, alternatively, by the Board of Directors. In
addition, in the event that the Company has entered into discussions with a third
party regarding a Change of Control in the beneficial ownership of the Company (as
defined below) and such Change of Control discussions are ongoing at the end of the
Original Term or any extension (including any one month extension as provided for
above), this Agreement automatically shall be extended until the later of (a) the end
of a period of eighteen (18) months following the closing of such Change of Control
transaction or (b) the time that the parties have ceased their discussions.



     2. Your title, reporting structure, job duties and responsibilities are described on
Exhibit A attached hereto. As a condition to your continuing employment, you agree to
execute and comply with the terms of the Confidential Information and Invention Assignment
Agreement (the “Confidentiality Agreement”) that is attached to this Agreement as
Exhibit B. You agree to the best of your ability and experience that you will, to the
reasonable satisfaction of the Company and its Board, at all times loyally and conscientiously
perform all of the duties and obligations required of you pursuant to the terms of this Agreement;
provided, however, that you shall not be precluded from engaging in civic, charitable or religious
activities, or from serving on the boards of directors of other business
entities with the prior written approval of the Board of Directors of the Company (the
“Board”), so long as such activities or service do not interfere with your



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responsibilities to the
Company hereunder. You will comply with and be bound by the Company’s operating policies,
procedures and practices in effect from time to time during the term of your employment. You will
devote your best efforts to the interest of the Company and will not engage in other employment
with any Company customer, competitor or supplier without the prior written consent of the
Company’s Board of Directors. You will not accept any other position if such position will impair
your ability to fulfill your obligations to the Company.




     3. You acknowledge that your employment is and will continue to be at-will, meaning that your
employment with the Company may be terminated by either you or the Company at any time for any or
no reason, with or without cause, and with or without notice. If your employment terminates for
any reason, you will not be entitled to any payments, benefits, damages, award or compensation
other than as provided in this Agreement. Notwithstanding the foregoing, upon the termination of
your employment for any reason, you still shall have the right to receive (i) payment of regular
base salary and any unpaid target bonus, in either case as earned but unpaid through the date of
termination, (ii) payment of all of your accrued and unused vacation through the date of
termination, (iii) following your submission of proper expense reports, reimbursement by the
Company for all expenses reasonably and necessarily incurred by you in connection with the business
of the Company prior to termination, (iv) vested contributions and earnings from the Company’s
401(k) plan, and (v) any post-termination benefits under the Company’s then-applicable employee
benefit plans, policies or arrangements in accordance with the terms of such plans, policies and
arrangements. Any payments described in this Section shall be made promptly upon termination, but
in any event in compliance with applicable law and any applicable terms of the Company’s plans,
policies, and arrangements. The rights and duties created by this Section may not be modified in
any way except by a written agreement executed by the Chairman of the Board (COB), President &
Chief Executive Officer (CEO) and the Board of Directors, as appropriate depending upon your
position, on behalf of the Company.



     4. If your employment is terminated by the Company without Cause (as defined
below) and other than as a result of your death or disability, or if your employment
is terminated by you as a result of a Constructive Termination (as defined below), in
either case in the period of time beginning three (3) months prior to the effective
date of a Change of Control and ending thirteen (13) months following the effective
date of a Change of Control, then, subject to your obligations and such other terms
and conditions as described herein, including without limitation those set forth in
Sections 8, 18 and 19 below, the Company will provide you with the following
severance benefits:




	 	(a)  	The Company will pay you a pro-rated amount equal to
the sum of (i) your regular base salary (at the rate that is in effect on
the date of your termination or as of immediately prior to the
effective date of the Change of Control, whichever is greater) for the
period specified below, plus (ii) an amount equal to the Bonus Amount (as
defined below) [times [B] 1.5 — for CEO only], which aggregate amount shall
be paid in equal proportional amounts pursuant to the Company’s regular
payroll




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	 	   	schedule for a period of [twelve (12)/eighteen (18)] months (the
“Severance Period”).
	 
	 	   	The “Bonus Amount” shall be calculated as follows: (1) if you were
either not employed by the Company during the year immediately prior to the
year in which your employment is terminated or you did not in such prior
year hold the position you hold at the time your employment is terminated,
then the amount shall be calculated using the three-year average of the
actual percentage payment against the Aspect Executive Incentive Plan times
your annual target bonus for the year of termination, or (2) if you have
been employed by the Company during the prior year in the position you hold
at the time of termination, then the amount shall be calculated using the
average of your actual annual incentive bonus paid during the three years
immediately prior to the year in which your employment terminates (or such
shorter period as you have been employed with the Company in the position
you occupy at the time of termination, but in any case annualized for a
partial year), provided that this average shall not exceed your target bonus
for the year of employment termination
	 
	 	(b)  	Provided that you make a timely election to continue
coverage under the Company’s group medical insurance plans pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the
Company will pay the applicable premiums for you and your eligible
dependents for such continued coverage for the lesser of the Severance
Period or until you become eligible for comparable group medical insurance
benefits from another employer or are otherwise ineligible for COBRA
continuation coverage. Nothing in this Section 4 shall restrict the
ability of the Company or its successor from changing some or all of the
terms of such health insurance benefits, provided that all similarly
situated participants are treated the same.
	 
	 	(c)  	With respect to any stock option you hold that is not
otherwise fully exercisable and vested as of the termination date, such
stock options will become fully vested as of immediately prior to the
termination of your employment with the Company, and will thereafter become
exercisable as to those shares that become vested pursuant to this Section
4(c) over the Severance Period in eighteen (18) equal monthly installments,
such that, subject to your continued compliance with the terms of this
Agreement
	 
	 	   	throughout the Severance Period, these stock options will be fully vested
and exercisable as of the end of the Severance Period. Any other Company
equity award that is not fully vested and/or nonforfeitable as of the
termination date shall similarly become fully vested as of immediately prior
to the termination of your employment, but shall remain forfeitable to the
Company




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	 	   	during the Severance Period in accordance with the following
sentence. If the Company determines at any point during the Severance
Period that you are not in compliance with your obligations pursuant to this
Agreement, you will have no right to exercise the stock options as to, and
you will forfeit all right, title and interest in or to, any option shares
which, pursuant to this Section 4(c), have not become exercisable as of the
first date on which you were not in compliance with such obligations; and
further, the shares subject to any other Company equity award the vesting of
which was accelerated in connection termination of your employment under
this Section 4(c) (the “Accelerated Shares”) shall in the event you fail to
comply with your obligations under this Agreement during the Severance
Period be forfeitable to the Company (or, in the event you have sold or
transferred such shares at the time of any noncompliance, the Company may
recover from you any proceeds received by you in connection with your sale
or transfer of such shares) but only to the extent of those shares or
proceeds from those shares that equal the total number of Accelerated Shares
multiplied by the quotient of (a) (1) 18 minus (2) the number of full months
remaining in 18-month the period beginning on the termination date as of the
month in which the events giving rise to the noncompliance occurs, divided
by (b) 18. In connection with this Section 4(c), the Company will amend
your current stock options to provide that such awards will be exercisable
as to any vested shares following the termination of your employment until
the later of ninety (90) days following your termination date, or, if you
are eligible for acceleration of vesting and exercisability pursuant to this
Section 4(c), until the ninetieth (90th) day following the date
on which the final installment of each respective stock option became
exercisable. In no event shall any stock option subject to this Section
4(c) be exercisable following the expiration of the original term of such
stock option.





               Notwithstanding the foregoing, you shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise nor, except for your
eligibility for COBRA continuation coverage set forth in b.) above and except as set forth in
Sections 18 and 19 below, shall the amount of any payment or benefit provided for in this Section
be reduced or otherwise affected by any compensation or benefits received by you as a result of
employment by another employer or self-employment, by any retirement benefits regardless of source, by offset against any amount
claimed to be owed by you to the Company, or otherwise.



               Any severance benefits described herein will be subject to applicable tax withholdings and,
except to the extent specifically required by applicable law, you will be responsible for all taxes
arising in connection with any severance benefits provided for hereunder and you agree to fully
indemnify the Company from and



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against any tax liability arising as a result of your receipt or
entitlement to such severance benefits.




     5. In the event that the severance benefits provided to you by this Agreement (i) constitute
“parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), or any comparable successor provisions, and (ii) but for this Section
would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor
provisions (the “Excise Tax”), then your benefits hereunder shall be either




	 	(i)  	provided to you
in full, or
	 
	 	(ii)  	provided to you
as to such lesser extent which would result in no
portion of such benefits being subject to the Excise
Tax,





whichever of the foregoing amounts, when taking into account applicable federal, state, local and
foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the
receipt by you, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all
or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and you
agree otherwise in writing, any determination required under this Section shall be made in writing
in good faith by a qualified third party (the “Professional Service Firm”). In the event
of a reduction of benefits hereunder, the cash benefits provided under Sections 4(a) and (b) shall
be reduced first and, to the extent reduction of such cash benefits is insufficient to avoid
liability under the Excise Tax in the manner intended under this Section, then the benefits set
forth in Section 4(c) shall be reduced to the extent necessary to avoid such liability. For
purposes of making the calculations required by this Section, the Professional Service Firm may
make reasonable assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of the Code, and other applicable
legal authority. The Company and you shall furnish to the Professional Service Firm such
information and documents as the Professional Service Firm may reasonably request in order to make
a determination under this Section 5. The Company shall bear all costs the Professional Service
Firm may reasonably incur in connection with any calculations contemplated by this Section.




               If, notwithstanding any reduction described in this Section, the Internal Revenue Service
(“IRS”) determines that you are liable for the Excise Tax as a result of the receipt of the
payment of benefits described above, then you shall be obligated to pay back to the Company, within
thirty (30) days after a final IRS determination or in the event that you challenge the final IRS
determination, a final judicial determination, a portion of the payment equal to the “Repayment
Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest amount, if any,
as shall be required to be paid to the Company so that your net after-tax proceeds with respect to
any payment of benefits (after taking into account the payment of the Excise Tax and all other
applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to
the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in
your net



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after-tax proceeds with respect to the payment of such benefits being maximized. If the
Excise Tax is not eliminated pursuant to this Section or otherwise pursuant to this Section 5, then
you shall pay the Excise Tax and the Company shall not bear any liability to you or any other party
for taxes, interest, penalties or additions to tax as a result of your being subject to the Excise
Tax. To the extent that the Company becomes liable to any party for any amount as a result of your
being subject to the Excise Tax, you shall indemnify the Company for such amount.




               Notwithstanding any other provision of this Section, if (i) there is a reduction in the
payment of benefits as described in this Section, (ii) the IRS later determines that you are liable
for the Excise Tax, the payment of which would result in the maximization of your net after-tax
proceeds (calculated as if your benefits previously had not been reduced), and (iii) you pay the
Excise Tax, then the Company shall pay to you those benefits which were reduced pursuant to this
Section contemporaneously or as soon as administratively possible after you pay the Excise Tax so
that your net after-tax proceeds with respect to the payment of benefits is maximized.



     6. For purposes of this Agreement, the following definitions will apply:



               (a) “Cause” for your termination will exist if the Company terminates your employment
for any of the following reasons: (i) you willfully fail to substantially perform your duties
hereunder (other than any such failure due to your physical or mental illness), and such willful
failure is not remedied within ten (10) business days after written notice, which written notice
shall state that failure to remedy such conduct may result in an involuntary termination for Cause;
(ii) you engage in willful and serious misconduct (including, but not limited to, an act of fraud
or embezzlement against the Company) that has caused or is reasonably expected to result in
material injury to the Company or any of its affiliates, or any act that constitutes any knowing
misrepresentation involving or related to the Company’s financial statements, (iii) you are
convicted of or enter a plea of guilty or nolo contendere to a crime that constitutes a felony
related to your employment with the Company or a crime that materially adversely affects your
ability to perform your duties on behalf of the Company, or (iv) you willfully breach any of your
obligations hereunder or under any other written agreement or covenant with the Company or any of
its affiliates, including, but not limited to, the Confidentiality Agreement, and such willful
breach is not remedied within ten (10) business days after written notice from the Company’s Chief
Executive Officer or the Board of Directors, which written notice shall state that failure to
remedy such conduct may result in an involuntary termination for Cause.



               (b) “Change of Control” will mean (i) a dissolution or liquidation of the Company;
(ii) a sale, lease or other disposition of all or substantially all of the assets of the Company so
long as the Company’s stockholders of record immediately prior to such transaction will,
immediately after such transaction, fail to possess direct or indirect beneficial ownership of more
than fifty percent (50%) of the voting power of the acquiring entity (for purposes of this clause
6(b)(ii), any person who acquired securities of the Company prior to the occurrence of such asset
transaction in contemplation of such transaction and who after such



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transaction possesses direct or
indirect ownership of at least ten percent (10%) of the securities of the acquiring entity
immediately following such transaction shall not be included in the group of stockholders of the
Company immediately prior to such transaction); (iii) either a merger or consolidation in which the
Company is not the surviving corporation and the stockholders of the Company immediately prior to
the merger or consolidation fail to possess direct or indirect beneficial ownership of more than
fifty percent (50%) of the voting power of the securities of the surviving corporation (or if the
surviving corporation is a controlled affiliate of another entity, then the required beneficial
ownership shall be determined with respect to the securities of that entity which controls the
surviving corporation and is not itself a controlled affiliate of any other entity) immediately
following such transaction, or a reverse merger in which the Company is the surviving corporation
and the stockholders of the Company immediately prior to the reverse merger fail to possess direct
or indirect beneficial ownership of more than fifty percent (50%) of the securities of the Company
(or if the Company is a controlled affiliate of another entity, then the required beneficial
ownership shall be determined with respect to the securities of that entity which controls the
Company and is not itself a controlled affiliate of any other entity) immediately following the
reverse merger (for purposes of this clause 6(b)(iii), any person who acquired securities of the
Company prior to the occurrence of a merger, reverse merger, or consolidation in contemplation of
such transaction and who after such transaction possesses direct or indirect beneficial ownership
of at least ten percent (10%) of the securities of the Company or the surviving corporation (or if
the Company or the surviving corporation is a controlled affiliate, then of the appropriate entity
as determined above) immediately following such transaction shall not be included in the group of
stockholders of the Company immediately prior to such transaction); (iv) an acquisition by any
person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or any comparable successor provisions (excluding any
employee benefit plan, or related trust, sponsored or maintained by the Company or a subsidiary or
other controlled affiliate of the Company) of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the
Company representing at least fifty percent (50%) of the combined voting power entitled to vote in
the election of directors; or (v) the individuals who, as of the date of this Agreement, are
members of the Board (the “Incumbent Board”), cease for any reason to constitute at least fifty
percent (50%) of the Board. If the election, or nomination for election by the Company’s
stockholders, of any new director was approved by a vote of at least fifty percent (50%) of the
Incumbent Board, such new director shall be considered as a member of the Incumbent Board.




               (c) “Constructive Termination” will be deemed to occur if you resign from any and all
positions which you hold with the Company (including any membership on the Company’s Board of
Directors) within forty-five (45) days immediately after one or more of the following events: (i)
your duties and responsibilities to the Company (or a successor corporation) in the position listed
on Exhibit A are materially diminished relative to your duties and responsibilities as in effect at
any time from the time immediately prior to the occurrence of a Change of Control or at any time
thereafter, without your prior written consent; (ii) you are subject to any reduction in the total
value of your base compensation and benefits,



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provided that an across-the-board reduction in the
base compensation and benefits of all other employees or consultants in positions similar to yours
by the same percentage amount (or under the same terms and conditions) as part of a general base
compensation reduction and/or benefit reduction shall not constitute such a qualifying reduction;
or (iii) without your prior written consent, the principal place at which you perform your
employment duties and responsibilities is relocated such that your new business office location
results in a commute for you that is both (A) longer than your commute prior to the relocation and
(B) greater than fifty (50) miles each way. For purposes of this definition and this Agreement,
however, a change in title with substantially the same duties and responsibilities shall not be
considered a Constructive Termination, should you have continuing responsibilities for the acquirer
which are substantially the same as those you had for the Company prior to the Change of Control
transaction.




     7. You hereby represent and warrant to the Company that you have, during your
employment with the Company, complied with all obligations under the Confidentiality
Agreement. You further agree that the provisions of the Confidentiality Agreement
will survive any termination of this Agreement or of your employment relationship
with the Company.



     8. Upon your involuntary termination of employment other than for Cause or
upon your voluntary termination as a result of a Constructive Termination, in either
case in the manner set forth in Section 4 above, and as a condition of the receipt of
any benefits under this Agreement, you shall execute a release of all legal claims
against the Company related to your employment on a form prepared by the Company (a
“Release”). If you do not execute a Release within the period set forth in the
Release (which period shall not be shorter than seven (7) days and shall not be
longer than forty-five (45) days), or if you are given the right to revoke such
Release and you choose to so revoke such Release within the subsequent seven (7)
business day period, you will have no right to receive any of the benefits described
in Section 4 above.



     9. You represent that you have not entered into any agreements, understandings, or
arrangements with any other person or entity which would be breached by you as a result of, or that
would in any way preclude or prohibit you from, entering into this Agreement or performing any of the duties and responsibilities
provided for herein.



     10. Any successor to the Company as a result of the occurrence of a Change of Control (whether
direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise)
or otherwise which succeeds to all or substantially all of the Company’s business and/or assets
shall assume the obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company would be required to
perform such obligations in the absence of a succession. For all purposes under this Agreement,
the term “Company” shall include any successor to the Company’s business and/or assets which
executes and delivers the assumption agreement described in this Section or which becomes bound by
the terms of this Agreement by operation of law.



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          The terms of this Agreement and all of your rights hereunder shall inure to the benefit of,
and be enforceable by, your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees or legatees.




     11. This Agreement, including any Exhibits hereto, constitutes the sole agreement of the
parties and supersedes all negotiations and prior agreements with respect to the subject matter
hereof, i.e., the rights and responsibilities of you and the Company in the event of certain
terminations of your employment with the Company relating to the occurrence of a Change of Control.



     12. Any term of this Agreement may be amended or waived only with the written consent of the
parties; provided however that you and the Company acknowledge that it is your mutual intent that
no benefit arising under this Agreement shall be subject to the provisions of Code Section
409A(a)(1)(B), and you further agree that the Committee shall have the authority (but not the
obligation) to amend without your consent the provisions of Section 4 in a manner designed to avoid
application of Code Section 409A(a)(1)(B) to any payment arising thereunder; and provided further
that the Company shall have no liability for failure to amend this Agreement in the manner
specified in the preceding proviso.



     13. Any notice required or permitted by this Agreement will be in writing and will be deemed
sufficient upon receipt, when delivered personally, by facsimile or email, or by a
nationally-recognized delivery service (such as Federal Express or Express Mail), or 72 hours after
being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such
notice is addressed to the party to be notified at such party’s address as set forth below or as
subsequently modified by written notice.



     14. The validity, interpretation, construction, and performance of this Agreement will be
governed by the laws of the State of California, without giving effect to the principles of
conflict of laws.



     15. If one or more provisions of this Agreement are held to be unenforceable under applicable
law, the parties agree to re-negotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such
provision will be excluded from this Agreement, (ii) the balance of the Agreement will be
interpreted as if such provision were so excluded, modified or replaced and (iii) the balance of
the Agreement will be enforceable in accordance with its terms. Specifically with respect to the
covenants contained in Sections 18 and 19 below, the parties intend that such covenants shall be
construed as a series of separate covenants, one for each city, county, state, nation and other
political subdivision of the Business Area (as defined in Section 19 below). If, in any judicial,
mediation or arbitration proceeding, a court, mediator or arbitrator shall refuse to enforce any of
the separate covenants (or any part thereof) deemed included in such Sections, then any such
unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the
purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or
portions thereof) to be enforced by such court, mediator or arbitrator. It is the intent of the
parties that the covenants set forth in this Agreement be



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enforced to the maximum degree permitted
by applicable law. Further, in the event that any of the provisions of Sections 18 or 19 should be
deemed to exceed the scope, time or geographic limitations of applicable law regarding covenants
not to compete, then such provisions shall be automatically reformed to the maximum scope, time or
geographic limitations, as the case may be, permitted by applicable laws.




     16. You and the Company agree to attempt to settle any disputes arising in
connection with this Agreement through good faith consultation. In the event that we
are not able to resolve any such disputes within fifteen (15) days after notification
in writing to the other, we agree that any dispute or claim arising out of or in
connection with this Agreement will be finally settled by binding arbitration in
Santa Clara County, California in accordance with the rules of the American
Arbitration Association by one arbitrator mutually agreed upon by the parties. The
arbitrator will apply California law, without reference to rules of conflicts of law
or rules of statutory arbitration, to the resolution of any dispute. Except as set
forth in Sections 12 and 15, the arbitrator shall not have authority to modify the
terms of this Agreement. The Company shall pay the costs of the arbitration
proceeding; provided however that each party shall, unless otherwise determined by
the arbitrator, bear its, his or her own attorneys’ fees and expenses. Judgment on
the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of
competent jurisdiction for preliminary or interim equitable relief, or to compel
arbitration in accordance with this Section, without breach of this arbitration
provision.



     17. You acknowledge that, in executing this Agreement, you have had the
opportunity to seek the advice of independent legal counsel, that
you have done so or knowingly declined to do so, and you have read and
understood all of the terms and provisions of this Agreement.



     18. You agree that during the term of your employment (and any concurrent or
subsequent consulting relationship) with the Company, and for a period of eighteen
(18) months immediately thereafter, you will not either directly or indirectly
solicit, induce, recruit or encourage any of the Company’s employees or consultants
to terminate their relationship with the Company, or attempt to solicit, induce,
recruit, encourage or take away employees or consultants of the Company, either for
your own benefit or for the benefit of any other person or entity. Further, during
your employment (and any concurrent or subsequent consulting relationship) with the
Company and at any time thereafter, you will not use any confidential or proprietary
information of the Company to attempt to negatively influence any of the Company’s
clients or customers from purchasing Company products or services or to solicit or
influence or attempt to solicit or influence any client, customer or other person
either directly or indirectly, to direct his, her or its purchase of products and/or
services to any person, firm, corporation, institution or other entity in competition
with the business of the Company. You acknowledge that upon your breach of this
Section 18, the Company would sustain irreparable harm from such breach, and,
therefore, you agree that in addition to any other remedies which the Company may
have under this Agreement or otherwise, the Company’s obligations to provide the
benefits to you as described in Section 4 above shall immediately terminate, you
shall have no claim to receive such benefits from the Company, the Release referred
to in



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Section 8 above shall remain in all respects valid and binding, and the Company
shall be entitled to obtain equitable relief, including specific performance and
injunctions, restraining you from committing or continuing any such violation of this
Section 18.




     19. If your employment is terminated under the circumstances set forth in Section 4 above, you
agree that for a period of eighteen (18) months immediately following the termination of your
employment, you will not (i) enter into or participate in the business of developing, marketing and
servicing hardware and software related to contact centers, including those involving voice-over
IP, traditional telephony, e-mail, voicemail, Web, fax, and wireless business communications of the
type developed, marketed or serviced or being developed or proposed to be developed, marketed or
serviced by the Company as of the date of termination of employment (the “Restricted Business”) or
(ii) directly or indirectly own, manage, operate, control or otherwise engage or participate in, or
become connected as an owner, partner, principal, creditor, salesman, guarantor, advisor, member of
the board of directors of, employee of or consultant in any entity or business, or any division,
group or other subset of any business, engaged in the Restricted Business. Subject to Section 15
above, the restrictions set forth in this Section 19 shall apply worldwide (the “Business Area”).


         (a) You acknowledge that upon your breach of this Section 19, the Company would sustain irreparable harm from such breach, and, therefore, you agree that in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company’s obligations to provide the benefits to you as described in Section 4 above shall immediately terminate,
you shall have no claim to receive such benefits from the Company, the Release referred to in Section 8 above shall remain in all respects valid and binding, and the Company shall be entitled to obtain equitable relief, including specific performance and injunctions, restraining you from committing or continuing any such violation of this Section 19.


          (b) You agree that you will be able to earn a livelihood without violating the restrictions
set forth in this Section 19. You agree that the character, duration and geographical scope of
Section 19 are reasonable in light of the circumstances as they exist on the effective date of this
Agreement.




     20. You agree not to enter into any agreement, either written or oral, in
conflict with the provisions of this Agreement. You certify that, to the best of
your information and belief, you are not a party to any other agreement that will
interfere with your full compliance with this Agreement.



     21. This Agreement (i) shall survive your employment by the Company (ii) does
not in any way restrict your right or the right of the Company to terminate your
employment, (iii) inures to the benefit of successors and assignees of the Company,
and (iv) is binding upon your heirs and legal representatives.



     22. You certify an acknowledge that you have carefully read all of the
provisions of the agreement and that you understand and will fully and faithfully
comply with such provisions.



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Please indicate your agreement with the above terms by signing below.




Sincerely,




Aspect Communications Corporation




By:                                                                



Date:                                                             



Title:




	 	 	 
	Address:

	 	1310 Ridder Park Drive
	

	 	San Jose, CA 95131






Facsimile Number: (408) 325-2261




	 	 	 
	

	 	My signature below signifies my agreement with the above terms.
	 
	 	 
	

	 	By:                                                                                                                         
	 
	 	 
	

	 	Address:                                                                                                     
	 
	 	 
	

	 	Date:                                                                                 






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EXHIBIT A




Description of Title, Reporting Structure,

Job Duties and Responsibilities



FIRST NAME LAST NAME — TITLE




Aspect Communications Corporation




By:                                                               



Title:                                                             



Date:                                                             



	 	 	 
	Address:

	 	1310 Ridder Park Drive
	

	 	San Jose, CA 95131






Facsimile Number: (408) 325-2261




     My signature below signifies my agreement with the above terms.



By:
                                                                 



Date:
                                                              



Address:
                                                         



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EXHIBIT B




Confidentiality Agreement





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