Amended and Restated Employment Agreement - Anthony Housefather & Dialogic Corp.



 Exhibit 10.4 

 

 

 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into to be effective as of October 1,
2010 (“Effective Date”) by and between Dialogic Corporation, a wholly-owned subsidiary of Dialogic Inc. (“Dialogic”) and Anthony Housefather (“Executive”). 

WHEREAS Executive has been employed by Dialogic since August 25, 1997 (“Start Date”) under the terms of an offer
letter as has been amended from time to time (“Original Employment Agreement”) and currently occupies the position of Executive Vice President and Chief Administrative Officer. 

WHEREAS, pursuant to an Employment Agreement (“Amended and Restated Employment Agreement”) dated as of November 2, 2009,
Dialogic and Executive amended and restated the terms and conditions of Executive’s employment with Dialogic superceding and replacing the Original Employment Agreement in its entirety 

WHEREAS, on October 1, 2010, Dialogic closed a series of transactions with Dialogic Inc., formerly known as Veraz Networks, Inc.,
pursuant to which Dialogic became a wholly-owned subsidiary of Dialogic Inc. and pursuant to which Executive’s position with Dialogic was redefined. 
 WHEREAS Dialogic and Executive wish to more fully set out the terms of Executive’s employment with Dialogic and therefore desire to replace the Original Employment Agreement and the Amended and
Restated Employment Agreement with this Agreement as of the Effective Date. 
 WHEREAS, notwithstanding the foregoing, Dialogic
acknowledges that, for all purposes related to Executive’s employment, including but not limited to Executive’s rights under this Agreement, rights under law and rights under Dialogic policies, it shall recognize Executive’s full term
of employment, commencing on the Start Date. 
 NOW THEREFORE, in consideration of the premises and mutual covenants set forth
herein, and other consideration, the receipt of which is hereby acknowledged, Dialogic and Executive hereby agree as follows: 
 1. Preamble.
The preamble of this Agreement forms an integral part of this Agreement as if it was recited at length herein. 
 2. Employment. Dialogic
agrees to continue to employ Executive and Executive hereby accepts such continued employment with Dialogic to serve as Executive Vice President Chief Administrative Officer for Dialogic and its direct and indirect subsidiaries and Dialogic’s
parent corporation, Dialogic Inc. together with its direct and indirect subsidiaries (“Dialogic Group”), upon the revised terms and conditions as set forth in this Agreement for the period beginning on the Effective Date and
continuing until the termination of Executive’s employment with Dialogic, as permitted under Section 6 of this Agreement (the “Employment Period”). 
 3. Position and Duties. 
  

	 	(a)	 During the Employment Period, Executive shall serve as the Executive Vice President and Chief Administrative Officer of the Dialogic Group and shall
have the normal duties, responsibilities and authority of an individual holding such position, subject to the power of the Board of Directors of Dialogic, or its successor company, if applicable, (in either case, the “Board”) to
reasonably expand or 



  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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limit such duties, responsibilities and authority within the confines of the customary duties, responsibilities and authority commensurate with Executive’s position.



  

	 	(b)	Executive shall report both to the Chief Executive Officer of Dialogic and to the President and Chief Operating Officer of Dialogic or such other individuals as the
Board may designate, and Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the business of
Dialogic and the business and affairs of all the Dialogic Group. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. 


 

	 	(c)	Notwithstanding the foregoing, during the Employment Period, it shall not be a violation of this Agreement for Executive to (i) run for and hold public office;
(ii) serve on industry trade, civic or charitable boards or committees; (iii) deliver lectures or fulfill speaking engagements; or (iv) manage personal investments, as long as such activities do not negatively impact in a material way
the performance of the Executive’s duties and responsibilities to Dialogic. During the Employment Period, the Executive shall be permitted to serve on for-profit corporate boards of directors and advisory committees if approved in advance by
the Board, which approval shall not unreasonably be withheld or delayed unless the company concerned is a direct or indirect competitor of Dialogic, in which case the Board may withhold approval at its entire discretion. 


 

	 	(d)	Dialogic acknowledges that Executive is required by virtue of his position to serve as a director and officer of Dialogic and/or many other companies in the Dialogic
Group. Dialogic agrees to maintain directors and officers insurance that will cover Executive in the performance of his functions as a director and officer of Dialogic and any other company in the Dialogic Group. Dialogic and Executive have executed
the indemnity agreement, attached hereto as Annex A (“Indemnity Agreement”) and agree that the Indemnity Agreement supercedes any previous indemnity agreements executed by Dialogic and Executive, including the indemnity agreement executed
January 2, 2003 and the indemnity agreement executed on or about November 2, 2009. This Indemnity Agreement remains in effect during and after the Employment Period. 

 4. Base Salary, Bonus and Benefits. 
  

	 	(a)	Base Salary. During the Employment Period, Executive’s base salary shall be as set from time to time by the Board or a Committee of the Board
(“Compensation Committee”), but under no circumstances will be less than CAD $250,000 per annum (“Base Salary”), unless a reduction in pay is mutually agreed to by both Executive and Dialogic. The Base Salary shall
be payable in regular installments in accordance with Dialogic’s general payroll practices and shall be subject to customary withholding taxes and standard payroll deductions. Executive and Dialogic understand and agree that all prior
agreements, including specifically the letter agreement dated April 8, 2009, with respect to reductions in pay have now been terminated and no longer carry any force or effect 


 

	 	(b)	 Car Allowance. Executive will continue to receive an annual car allowance of CAD 9,000, which allowance shall be paid in 24 roughly equal
installments of CAD375 each on approximately the 15th and
last day of each calendar month. 


  

	 	(c)	 Bonus. In addition to the one time bonuses related to real estate and facilities and purchasing functions




  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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which are covered by subsections 4(i) and 4 (j) below, Executive will be eligible to earn target incentive compensation equal to $50,000 per year based on 100% achievement of Dialogic Group
objectives as determined by the Board of Directors of Dialogic Inc. and set forth in a bonus plan of general applicability to all executives in the Dialogic Group. Executive’s entitlement to be fully or partially paid for the target incentive
compensation each year will be determined based on the Dialogic Group’s achievement of company objectives. 


  

	 	(d)	Benefits. During the Employment Period, Executive will be entitled to participate in all of Dialogic’s employee benefit programs for which senior executive
employees of the Dialogic Group are generally eligible (collectively, the “Benefits”). 

  

	 	(e)	Paid Time Off. During the Employment Period, Executive will be entitled to paid time off in accordance with Dialogic’s policy in effect as of the Effective
Date and all such paid time off benefits shall otherwise be administered and taken in accordance with Dialogic’s policy for paid time off as in effect from time to time. Notwithstanding anything to the contrary contained in Dialogic’s paid
time off policies then in effect, Dialogic acknowledges that Executive has exceptionally been permitted to carry over unused vacation days from previous years, such that Executive was credited with 63 days of such carried over vacation as of
April 30, 2009, which are exceeding the vacation amounts Executive would otherwise be entitled to carry over. (“Vacation Carry-Over Days”). It is hereby agreed that Executive will make reasonable efforts to use a minimum
of five (5) such Vacation Carry-Over Days per year, provided that it is scheduled and taken in accordance with Dialogic’s policy for paid time off as in effect from time to time. For the period commencing May 1, 2010, Executive
understands and agrees that all paid time off (other than the Vacation Carry-Over Days described above) will accrue and must be taken in accordance with the standard Dialogic policies for employees in Canada. 


 

	 	(f)	Expenses. Executive acknowledges that the position of Executive Vice President and Chief Administrative Officer is one that will require extensive travel in
order to perform the specified job responsibilities. Dialogic shall reimburse Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with Dialogic’s policies in
effect from time to time with respect to travel, entertainment and other business expenses, subject to Executive’s compliance with Dialogic’s requirements with respect to reporting and documentation of such expenses.


  

	 	(g)	RRSP Contribution. Executive will continue to receive an RRSP contribution in the amount of CAD5400 on an annual basis which shall be directly deposited in
January of each calendar year into the account designated by Executive. 

  

	 	(h)	Bar Fees and Insurance. Dialogic shall reimburse Executive for all fees and expenses associated with his remaining a licensed attorney and member in good
standing of the bar. This includes annual bar membership fees and associated professional insurance. 

  

	 	(i)	 Real Estate Performance Bonus. Executive shall be entitled to receive a one-time Real Estate Performance Bonus which shall not exceed $75,000 in
total. Executive’s entitlement to the Real Estate Performance Bonus shall be based on the reduction of the total property base rental cost of the Dialogic Group for 2010 (exclusive of one-time costs for lease termination payments) by the
percentages set out below for future annual periods. To determine the total property base rental for future annual periods, 



  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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leases for new sites shall be excluded. However for the purposes of this subsection new sites shall not mean moving offices from one location to another nearby location but rather shall mean an
entirely new site being opened that did not exist in 2010. The Real Estate Performance Bonus shall be paid based on the Dialogic Group having achieved savings of: (i) 2%-$15,000; (ii) 4%-$30,000; (iii) 6%-$45,000;
(iv) 8%-$60,000; and (iv) 10% or more $75,000. Eligibility for the Real Estate Performance Bonus shall be calculated at the end of every calendar year until the maximum amount is paid. Once the amount is calculated at the end of every
calendar year, the Executive shall be paid the difference between the amount that he is eligible to earn above less any Real Estate Performance Bonus amounts already paid in previous years. 



 

	 	(j)	Purchasing Performance Bonus. Executive shall be entitled to receive a one-time Purchasing Performance Bonus which shall not exceed $75,000. Executive’s
entitlement to the Purchasing Performance Bonus shall be based on the reduction of the purchasing price of goods that are the responsibility of the purchasing department after the Effective Date based on a benchmark of lowest cost of the Dialogic
Group in 2010 on equal purchases by the percentages set out below for future annual periods. Dialogic shall provide such benchmark calculation to the Executive at the end of 2010 and then shall calculate the purchase price of such goods on an annual
basis. The Purchasing Performance Bonus shall be paid based on the Dialogic Group having achieved savings of: (i) Minimum 5% savings $25,000 bonus; (ii) 12.5% savings -$50,000 bonus; (iii) 20% savings $75,000 bonus. Eligibility
for the Purchasing Performance Bonus shall be calculated at the end of every calendar year until the maximum amount is paid. Once the amount is calculated at the end of every calendar year, the Executive shall be paid the difference between the
amount that he is eligible to earn above less any Purchasing Performance Bonus amounts already paid in previous years. 

 5.
Stock Options. Annex B attached hereto summarizes the stock options previously granted to Executive. All options were granted pursuant to Dialogic’s 2006 Equity Incentive Plan. 
 6. Termination of Employment. 
  

	 	(a)	Dialogic and Executive agree that Executive’s employment under this Agreement may be terminated in any of the following ways, subject only to the terms of this
Section 6: 

  

	 	(i)	By Dialogic with Cause (as defined below) on simple notice from Dialogic to Executive, the whole without further notice, payment in lieu of notice, severance or any
indemnity whatsoever due to Executive; 

  

	 	(ii)	 By Dialogic without Cause upon giving Executive at least sixty (60) days prior notice in writing of such termination (“Notice Period”).
During the Notice Period, and as a condition of the benefits and payments set out in paragraph 6(c), Executive will continue to diligently and faithfully exercise his duties and responsibilities hereunder, including providing a successful turnover
to either his direct manager or to any other person designated by Dialogic. Notwithstanding the foregoing, Dialogic may, at its option and sole discretion, choose to waive the benefit of Executive’s services for all or part of the Notice
Period, in which event, Dialogic will, in addition to its obligations under paragraph 6(c), continue to pay Executive his Base Salary hereunder for such remaining part of the Notice Period, up to a maximum of 60 days from the date on which such
notice of termination is given. Without prejudice to the foregoing, Executive 



  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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and Dialogic may mutually agree for Executive to take all or part of his accrued and untaken vacation during the Notice Period; 



 

	 	(iii)	As a result of Executive’s resignation upon Executive providing Dialogic with at least sixty (60) days prior notice in writing of his intention to resign
(“Notice of Resignation Period”). During the Notice of Resignation Period, Executive will continue to diligently and faithfully exercise his duties and responsibilities hereunder, including providing a successful turnover to either his
direct manager or to any other person designated by Dialogic. Notwithstanding the foregoing, Dialogic may, at its option and sole discretion, choose to waive all or part of the Notice of Resignation Period, in which event, Dialogic will, in addition
to any obligations it may have under paragraph 6(b), continue to pay Executive his Base Salary hereunder for such remaining part of the Notice of Resignation Period, up to a maximum of 60 days from the date on which such notice of resignation is
given. Without prejudice to the foregoing, Executive and Dialogic may mutually agree for Executive to take all or part of his accrued and untaken vacation during the Resignation Notice Period. 


 

	 	(iv)	As a result of Executive’s Death or Disability; 

  

	 	(v)	As a result of Executive’s Constructive Dismissal (as defined below). 


 

	 	(b)	In the event that Executive’s employment is terminated with Cause under paragraph 6(a)(i) or of Executive’s resignation under paragraph 6(a)(iii),
Executive’s employment hereunder will be deemed to have ended as of the date on which notice of termination is given or the last day of the Notice of Resignation Period, as the case may be, and Executive shall be entitled only to receive his
Base Salary through to such date, as well as all accrued and untaken vacation including the Vacation Carry- Over Days as per Dialogic’s policy, subject to all applicable withholding and other appropriate deductions. 


 

	 	(c)	In the event that Executive’s employment is terminated without Cause under paragraph 6(a)(ii), as a result of Executive’s Constructive Dismissal under
paragraph 6(a)(v) or as a result of Executive’s Disability under paragraph 6(a)(iv), Executive’s employment hereunder will be deemed to have ended as of (a) the last day of the Notice Period, (b) the date on which Executive gives
notice of his intent to resign as a result of an event of Constructive Dismissal, or (c) the date on which Executive is notified of the termination of his employment as a result of Disability, as the case may be (in each case, the
“Termination Date”), and Executive shall be entitled to receive, in addition to any notice entitlement under paragraph 6(a)(ii), and subject to all applicable withholding and other appropriate deductions: 


 

	 	(i)	Base Salary through the Termination Date; 

  

	 	(ii)	Any then accrued and unpaid Bonus for any fiscal year of Dialogic which ended prior to the Termination Date and to which Executive is entitled under the terms of the
applicable bonus plan, in which case such Bonus will be paid on the date such Bonus would otherwise have been payable to Executive; 

  

	 	(iii)	All accrued and untaken vacation as of the Termination Date including the Vacation Carry- Over Days, the whole in accordance with Dialogic policy;



  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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	 	(iv)	Executive’s then Base Salary for a period equivalent to one (1) month per year of service with Dialogic (as calculated from Executive’s Start Date
through the Termination Date, including a pro-rata amount for any partial year of employment), up to a maximum of twenty-four (24) months (“Severance Period”), payable in arrears in accordance with Dialogic’s general
payroll practices commencing with the first payroll following Termination Date and ending at the end of the Severance Period; 

  

	 	(v)	Payment of Executive’s Car Allowance during the Severance Period in accordance with Dialogic’s practices and policies then in effect;


  

	 	(vi)	Any RRSP contribution that would normally have been made during the Severance Period in accordance with Dialogic’s practices and policies then in effect;


  

	 	(vii)	Continuation of Dialogic’s contributions to Executive’s medical and dental benefits provided by Dialogic during the Severance Period, but only to the extent
that Executive is not otherwise eligible to receive substantially equivalent health insurance in connection with any subsequent employment obtained by Executive. Short-term and Long-term disability and life insurance coverage shall end on the
Termination Date; 

  

	 	(viii)	Executive shall be allowed to purchase his laptop computer for book value from Dialogic and shall be able to retain his cell phone or blackberry at his request provided
he assumes the associated costs following the Termination Date. 

  

	 	(d)	Executive’s entitlement to the payments and benefits referred to in paragraph 6(c) is conditional upon Executive’s execution of a full and final general
release, pursuant to which Executive will release Dialogic, any member of the Dialogic Group, the Board and the other officers of Dialogic from all claims relating to his employment or termination thereof, except for Dialogic’s express
obligations under paragraph 6(c) and those of Dialogic’s express obligations designed to survive the Agreement such as paragraph 2(d) and Exhibit A, which general release shall be in a form and content mutually agreeable to Executive and
Dialogic. As part of such general release, Dialogic, the Dialogic Group, and the Board and officers shall release any claims it may have against the Executive, his heirs and successors relating to his employment or termination thereof except for
Executive’s express obligations designed to survive the Agreement such as paragraph 10. 

  

	 	(e)	In the event that Executive’s employment is terminated by reason of the Executive’s death, Executive’s employment hereunder will be deemed to have ended
as of the date of his death, and Executive’s estate or representatives thereof will be entitled to receive all Base Salary and payment of all accrued and untaken vacation including the Vacation Carry- Over Days through the date of
Executive’s death, as well as any then accrued and unpaid Bonus for any fiscal year of Dialogic which ended prior to Executive’s death and to which Executive would have been entitled under the terms of the applicable bonus plan, in which
case such Bonus will be paid on the date such Bonus would otherwise have been payable to Executive. 

  

	 	(f)	 Except as expressly provided in this Section 6 or as required by law, upon the date Executive ceases to be employed by Dialogic (i) all of
Executive’s rights to Base Salary, Bonus and Benefits hereunder (if any) shall cease immediately and (ii) no other notice, pay in lieu of notice, severance, retirement benefits or any other payment or entitlement whatsoever shall be due or
payable by Dialogic or any company of the 



  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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Dialogic Group to Executive. 


  

	 	(g)	Executive and Dialogic agree that the notice and payments set out in this Section 6 include all notice and payments to which Executive may be entitled by law in
the Province of Quebec. Executive agrees that the notice and payments specified above are in full satisfaction of any amounts to which Executive might be entitled under this Agreement as well as any applicable law, including under the Act
respecting labour standards and the Civil Code of Quebec. 

  

	 	(h)	Upon any termination of Executive’s employment, for any reason, whether by Executive or by Dialogic, Executive shall immediately resign from all positions as a
corporate office and directorships of Dialogic or of any Dialogic Group company or any of their related or affiliated companies, as applicable. 

  

	 	(i)	For purposes of this Agreement, the following definitions will apply: 

  

	 	(i)	“Cause” will mean (i) Executive’s conviction by a court (or plea of guilty or no contest) of a felony; (ii) any act(s) or omission(s) by
Executive which is grossly negligent and which results in material harm to the business, operations, financial condition, properties, assets, prospects, value or reputation of any company of the Dialogic Group; (iii) Executive’s willful
misconduct which results in material harm to Dialogic or any company of the Dialogic Group and/or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of any company of the
Dialogic Group; (iv) Executive’s willful disregard of the lawful and reasonable written directives of the Board or the President and CEO provided that Executive shall have five (5) business days from written notification of the breach
by Dialogic in which to remedy such breach; or (v) a material breach by the Executive of any material covenant of this Agreement, including those set out in Sections 7, 8 and 9 hereof, provided that Executive shall have twenty
(20) business days from written notification of the breach by Dialogic in which to remedy such breach; or (vi) Executive’s gross negligence in the performance of a material aspect of his job functions and responsibilities.


  

	 	(ii)	 “Constructive Dismissal” shall mean, without Executive’s express written consent, (i) the material breach by Dialogic (or
any successor thereto) of any of its material obligations under this Agreement (including the obligation of Dialogic to pay Base Salary), provided that such breach is not cured within twenty (20) business days after written notice by Executive
to the Chief Executive Officer, copied to Dialogic’s General Counsel and Senior VP Human Resources, that such breach has occurred and will serve as cause for Constructive Dismissal, or (ii) the material reduction or diminution by the Board
of the duties, responsibilities, title, authority or reporting relationship of Executive or the assignment by the Board to Executive of duties that, in all material respects, are inconsistent with Executive’s position as Executive Vice
President and Chief Administrative Officer of the Dialogic Group, provided that such action is not cured within twenty (20) business days after written notice by Executive to the Chief Executive Officer, copied to Dialogic’s General
Counsel and Senior VP Human Resources, that such event has occurred and will serve as cause for Constructive Dismissal, or (iii) the relocation of the Executive’s principal office to a location that is more than 50 miles from Montreal,
Quebec, Canada without prior agreement with Executive or (iv) the Executive’s resignation no earlier than one year following the Effective Date where the Executive has advised the Chief Executive Officer , copied to Dialogic’s General
Counsel and Senior VP Human Resources that he wishes to return 



  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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to the position of Executive Vice President and General Counsel and Dialogic has not allowed the Executive to return to the position of Executive Vice President and General Counsel or agreed with
the Executive on a different mutually agreeable senior officer position within twenty (20) business days of the Executive’s written notice. 


  

	 	(iii)	“Disability” shall mean the absence of Executive from Executive’s duties to Dialogic on a full-time basis for a total of six months during any
12-month period as a result of incapacity due to mental or physical illness which is determined by (i) a physician selected by Dialogic and acceptable to Executive or Executive’s legal representative (such agreement as to acceptability not
to be unreasonably withheld or delayed), (ii) a court of competent jurisdiction or (iii) indisputable evidence of the applicable incapacity. A Disability shall not be “incurred” hereunder until, at the earliest, the last day of
the sixth month of such absence 

 7. Agreement to Withhold Amounts Owed to Dialogic: Should it be reasonably determined
that Executive owes Dialogic money for any reason, either during Executive’s employment or upon or following termination of Executive’s employment, Executive agrees that Dialogic may withhold such amounts owed from any amounts payable to
Executive under this Agreement. 
 8. Confidential Information. Executive acknowledges that he has executed Dialogic’s
Confidentiality Agreement, which is attached as Annex C to this Agreement and which forms a separate and standalone agreement between the parties which survives any termination of this Agreement. Upon termination of his employment for whatever
reason, should Dialogic so request Executive shall immediately deliver to Dialogic, or at any other time Dialogic may request, all information (as defined in the Confidentiality Agreement) relating to the business or affairs of any Dialogic Group
company which he may then possess or have under his control. Alternatively Dialogic may permit the Executive to retain the confidential information pursuant to Executive’s obligations under Annex C should Executive so accept, in order to be
able to ask Executive questions related to such information following the Termination Date. Executive shall be permitted to retain his rolodex, PDA and similar address and personal telephone directories. 

9. Inventions and Patents. Executive acknowledges that he has executed Dialogic’s Inventions and Secrecy Agreement, a copy of which is
attached as Annex D to this Agreement and which forms a separate and standalone agreement between the parties which survives any termination of this Agreement. 
 10. Non-Solicitation; Non-Competition. 
  

	 	(a)	In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with Dialogic he has and
will continue to become familiar with Dialogic’s and the Dialogic Group’s trade secrets and with other confidential information concerning the Dialogic Group and that his services shall be of special, unique and extraordinary value to the
Dialogic Group. Therefore, Executive agrees that, during the Employment Period and for twelve (12) months thereafter: 

  

	 	(i)	Executive will not directly or indirectly solicit any business involving or similar to any existing or planned products or services marketed by any Dialogic company
from any person or organization which was, to Executive’s knowledge, within two (2) years prior to his termination, a customer or a bona fide prospective customer of any Dialogic Group company; 


  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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	 	(ii)	Executive will not request or advise any customer, bona fide prospective customer, supplier, licensee, licensor, landlord or other business relation of any Dialogic
Group company to withdraw, curtail or cancel its business dealings with such Dialogic Group company; 

  

	 	(iii)	Executive will not directly or indirectly recruit , or solicit any employee of any Dialogic Group company or encourage any employee of any Dialogic Group company to
leave such Dialogic Group company’s employ; and 

  

	 	(b)	Each party hereto agrees not to make, or cause or assist any other person to make, any statement or communication (other than for the purpose of enforcing this
Agreement) to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of, or is an untrue statement regarding Executive, Dialogic or any Dialogic Group company. 


 

	 	(c)	In the event of the breach by Executive of any of the provisions of this Section 10, Dialogic shall be entitled, in addition to all other available rights and
remedies, to withhold any or all of the amounts agreed to be paid to the Executive hereunder until such breach is cured. If, at the time of enforcement of this Section 10, a court shall hold that the duration or scope restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the maximum duration or scope reasonable under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revise the
restrictions contained herein to cover the maximum period and scope permitted by law. 

 11. Remedies. In addition and
supplementary to other rights and remedies existing in its favor, either party may apply to the court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations
of the provisions hereof, including Sections 7, 8 or 9 hereof. 
 12. Law Applicable: All terms of this Agreement shall be interpreted
under the laws of the Province of Quebec and the laws of Canada applicable therein. 
 13. Severability: If, for any reason, any
provision of this Agreement is held invalid, the other provisions shall remain in effect insofar as is consistent with law. 
 14.
Language: This Agreement has been drafted in English at the express wish of the parties. Ce contrat a été rédigé en anglais à la demande expresse des parties. 

15. Confidentiality: The parties agree to keep the substance of this Agreement and/or any discussions or negotiations relating to this Agreement
in the strictest confidence and to not reveal the terms of this Agreement to anyone except on a confidential basis to their professional, financial or legal advisors or, in the case of Executive, to his immediate family, for any reason whatsoever,
except as required by law. Notwithstanding the foregoing, Dialogic may disclose this Agreement and/or its terms on a strictly confidential basis to duly authorized persons who require such information in the normal course of business or in the
context of any business operation or transaction. 
 16. Entire Agreement: This Agreement expresses the entire agreement between
Executive and Dialogic with respect to Executive’s employment and it may not be amended except in writing. 
 17. By signing this
Agreement, Executive expressly acknowledges that he have had an adequate opportunity to review and consider the Agreement before signing it, including an opportunity to consult with legal counsel of his


  

					
	  

 
	  	    Dialogic Corporation   9800 Cavendish Blvd   5th Floor   Montreal   Quebec   Canada   H4M 2V9
	                    
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choosing should he so wish, and that he is signing this Agreement voluntarily and with the intent to be bound by its terms. 
 DIALOGIC CORPORATION. 
  

			
	 /s/ Nick Jensen
	 	
	Nick Jensen, CEO and Chairman of the Board of Directors


Please indicate your acceptance of these terms and conditions by signing where indicated below and faxing a copy of this Agreement (including any
Annexes) to the attention of Rosanne Sargent, Senior V.P. Human Resources, to her fax number at 973-967-6030 or by sending a PDF copy to her via email at Rosanne.sargent@dialogic.com, and then sending the executed originals to her attention
at 1515 Route Ten East, Parsippany, NJ, 07054, with a signed copy to Beverly Draper, for your personnel file which is maintained in Montreal, Quebec, Canada. 
  

					
	 /s/ Anthony Housefather
	 		 	 12/30/10

	Anthony Housefather	 		 	Date


  

					
	  

 
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