Exhibit 10.19


 


SEVERANCE PROTECTION AGREEMENT


 


THIS AGREEMENT made as of the 6th day of June 2008, by and between
NMS Communications Corporation (the “Company”) and Joel
Hughes  (the “Executive”).


 


WHEREAS, the Board of Directors of the Company (the “Board”) recognizes
that the possibility of a Change in Control (as hereinafter defined) exists and
that the threat or the occurrence of a Change in Control may result in
significant distraction of the Company’s key management personnel because of
the uncertainties inherent in such a situation;


 


WHEREAS, the Compensation Committee of the Board has determined that it
is essential and in the best interest of the Company and its stockholders for
the Company to retain the services of the Executive in the event of a threat or
occurrence of a Change in Control and to ensure the Executive’s continued
dedication and efforts in such event without undue concern for the Executive’s
personal financial and employment security; and


 


WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat or the occurrence of a
Change in Control, the Company desires to enter into this Agreement with the
Executive to provide the Executive with certain benefits in the event the
Executive’s employment is terminated as a result of, or in connection with, a
Change in Control (as hereinafter defined).


 


NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:


 


1.                                       Term of
Agreement. This Agreement shall commence as of the date
first written above, and shall continue in effect until December 31, 2008
(the “Term”); provided, however, that on December 31,
2008, and on each December 31 thereafter, the Term shall automatically be
extended for one (1) year unless either the Executive or the Company shall
have given written notice to the other at least sixty (60) days prior thereto
that the Term shall not be so extended; provided,
further, however, that following the occurrence of a Change in
Control, the Term shall not expire prior to the expiration of eighteen (18)
months after such occurrence.


 


2.                                       Termination of
Employment. If, during the Term, the Executive’s
employment with the Company and with any Affiliates shall be terminated within eighteen
(18) months following a Change in Control, the Executive shall be entitled to
the following compensation and benefits:


 


(a)                                  If the
Executive’s employment with the Company shall be terminated (1) by the
Company for Cause or Disability, (2) by reason of the Executive’s death,
or (3) by the Executive other than for Good Reason, the Company shall pay
to the Executive his Accrued Compensation. The Executive’s entitlement to any
other compensation or benefits shall be determined in accordance with the Company’s
employee benefits plans and other applicable programs and practices then in
effect.


 

















 


(b)                                 If the
Executive’s employment with the Company shall be terminated for any reason
other than as specified in Section 2(a), the Executive shall be entitled to
the following:


 


(1)                                  the Company
shall pay the Executive all Accrued Compensation;


 


(2)                                  the Company
shall pay the Executive as severance pay and in lieu of any further
compensation for periods subsequent to the Termination Date, an amount equal to
the sum of (i) the Executive’s Base Amount and (ii) the Executive’s
Bonus Amount.


 


(3)                                  for twelve (12)
months after the Termination Date, the Company shall at its expense continue on
behalf of the Executive and his dependents and beneficiaries the life
insurance, disability, medical, dental and hospitalization coverages and
benefits provided to the Executive immediately prior to the Change in Control
or, if greater, the coverages and benefits provided at any time thereafter. The
coverages and benefits (including deductibles and costs) provided in this Section 2(b)(3) during
the Continuation Period shall be no less favorable to the Executive and his
dependents and beneficiaries, than the most favorable of such coverages and
benefits referred to above. The Company’s obligation hereunder with respect to
the foregoing coverages and benefits shall be reduced to the extent that the
Executive obtains any such coverages and benefits pursuant to a subsequent
employer’s benefit plans, in which case the Company may reduce any of the
coverages or benefits it is required to provide the Executive hereunder so long
as the aggregate coverages and benefits of the combined benefit plans is no
less favorable to the Executive than the coverages and benefits required to be
provided hereunder. This Section 2(b)(3) shall not be interpreted so
as to limit any benefits to which the Executive, his dependents or
beneficiaries may be entitled under any of the Company’s employee benefit
plans, programs or practices following the Executive’s termination of
employment, including without limitation, retiree medical and life insurance
benefits;


 


(c)                                  If the
Executive’s employment is terminated by the Company without Cause prior to the
date of a Change in Control but the Executive reasonably demonstrates that such
termination (A) was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change in Control (a
“Third Party”) and who effectuates a Change in Control or (B) otherwise
arose in connection with, or in anticipation of, a Change in Control which has
been threatened or proposed and which actually occurs, such termination shall
be deemed to have occurred after a Change in Control, provided a Change in
Control shall actually have occurred.


 


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(d)                                 Additional
Limitation.


 


(1)                                  Anything in
this Agreement to the contrary notwithstanding, in the event that any
compensation, payment or distribution by the Company or an Affiliate to or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the “Severance
Payments”), would be subject to the excise tax imposed by Section 4999 of
the Code, the following provisions shall apply:


 


(A)                              If the
Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the
total of the Federal, state, and local income and employment taxes payable by
the Executive on the amount of the Severance Payments which are in excess of
the Threshold Amount, are greater than or equal to the Threshold Amount, the
Executive shall be entitled to the full benefits payable under this Agreement.


 


(B)                                If the
Threshold Amount is less than (x) the Severance Payments, but greater than
(y) the Severance Payments reduced by the sum of (1) the Excise Tax
and (2) the total of the Federal, state, and local income and employment
taxes on the amount of the Severance Payments which are in excess of the
Threshold Amount, then the benefits payable under this Agreement shall be
reduced (but not below zero) to the extent necessary so that the maximum
Severance Payments shall not exceed the Threshold Amount. To the extent that
there is more than one method of reducing the payments to bring them within the
Threshold Amount, the Executive shall determine which method shall be followed;
provided that if the Executive fails to make such determination within 45 days
after the Company has sent the Executive written notice of the need for such
reduction, the Company may determine the amount of such reduction in its sole
discretion.


 


(2)                                  For the
purposes of this Section 2(d), “Threshold Amount” shall mean three times
the Executive’s “base amount” within the meaning of Section 280G(b)(3) of
the Code and the regulations promulgated thereunder less one dollar ($1.00);
and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the
Code, and any interest or penalties incurred by the Executive with respect to
such excise tax.


 


(3)                                  The
determination as to which of the alternative provisions of Section 2(d)(1)
shall apply to the Executive shall be made by a nationally recognized
accounting firm selected by the Company (the “Accounting Firm”), which shall
provide detailed supporting calculations both to the Company and the Executive
within 15 business days of the Date of Termination, if applicable, or at such
earlier time as is reasonably requested by the Company or the Executive. For
purposes of determining which of the alternative provisions of Section 2(d)(1) shall
apply, the Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation applicable to individuals for the
calendar year in which the determination is to be made, and state and local
income taxes at the highest marginal rates of individual taxation in the state
and locality of the Executive’s residence on the Date of Termination, net of
the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes. Any determination by the Accounting
Firm shall be binding upon the Company and the Executive.


 


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(e)                                  The Executive
shall not be required to mitigate the amount of any payment provided for in
this Agreement by seeking other employment or otherwise and no such payment
shall be offset or reduced by the amount of any compensation or benefits
provided to the Executive in any subsequent employment except as provided in Section 2(b)(3).


 


(f)                                    The severance
pay and benefits provided for in this Section 2 shall be in lieu of any
other severance pay to which the Executive may be entitled under the Company’s
Severance Procedure or any other plan, agreement or arrangement of the Company
or any Affiliate.


 


(g)                                 The amounts
provided for in Sections 2(a) and 2(b)(1) and (2) shall be paid
in a single lum sum cash payment within thirty (30) days after the Executive
Termination Date (or earlier, if required by applicable law).


 


(h)                                 Anything in
this Agreement to the contrary notwithstanding, if at the time of the Executive’s
separation from service within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code,
and if any payment or benefit that the Executive becomes entitled to under this
Agreement is considered deferred compensation subject to interest, penalties
and additional tax imposed pursuant to Section 409A(a) of the Code as
a result of the application of Section 409A(a)(2)(B)(i) of the Code,
then no such payment shall be payable or benefit shall be provided prior to the
date that is the earlier of (A) six months and one day after the Executive’s
separation from service, or (B) the Executive’s death, and the initial
payment or provision of benefit shall include a catch-up amount covering
amounts that would otherwise have been paid during the first six-month period
but for the application of this Section. The parties intend that this Agreement
will be administered in accordance with Section 409A of the Code. The
parties agree that this Agreement may be amended, as reasonably requested by
either party, and as may be necessary to fully comply with Section 409A of
the Code and all related rules and regulations in order to preserve the
payments and benefits provided hereunder without additional cost to either
party.


 


3.                                       Notice of
Termination. Following a Change in Control, any intended
termination of the Executive’s employment by the Company shall be communicated
by a Notice of Termination from the Company to the Executive, and any intended
termination of the Executive’s employment by the Executive for Good Reason
shall be communicated by a Notice of Termination from the Executive to the
Company.


 


4.                                       Fees and Expenses. The Company
shall pay all legal fees and related expenses (including the costs of experts,
evidence and counsel) incurred by the Executive as they become due as a result
of (a) the termination of the Executive’s employment by the Company or by
the Executive for Good Reason (including all such fees and expenses, if any,
incurred in contesting, defending or disputing the basis for any such
termination of employment), (b) the


 


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Executive’s
hearing before the Board as contemplated in Section 15.5 of this Agreement
or (c) the Executive seeking to obtain or enforce any right or benefit
provided by this Agreement or by any other plan or arrangement maintained by
the Company under which the Executive is or may be entitled to receive benefits.


 


5.                                       Transfer of
Employment. Notwithstanding any other provision herein
to the contrary, the Company shall cease to have any further obligation or
liability to the Executive under this Agreement if (a) the Executive’s
employment with the Company terminates as a result of the transfer of his
employment to any Affiliate, (b) this Agreement is assigned to such other
Affiliate, and (c) such other Affiliate expressly assumes and agrees to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no assignment had taken place. Any
Affiliate to which this Agreement is so assigned shall be treated as the “Company”
for all purposes of this Agreement on or after the date as of which such
assignment to the Affiliate, and the Affiliate’s assumption and agreement to so
perform this Agreement, becomes effective.


 


6.                                       Stock Option
Acceleration. Upon any Change of Control, all stock
options previously granted by Company to Executive which are then unvested
shall become exercisable in full, notwithstanding the vesting schedule
applicable to any such stock options. Notwithstanding the foregoing, no such
stock options shall become exercisable by reason of a Change of Control
transaction which arises by reason of the sale of substantially all of the
assets of the Company’s NMS Communications Business, which transaction does not
also include (i) the sale of substantially all the assets of the Company’s
LiveWire Mobile business or (ii) the sale of the all the capital stock of
the Company.


 


7.                                       Notice. For the
purposes of this Agreement, notices and all other communications provided for
in the Agreement (including any Notice of Termination) shall be in writing,
shall be signed by the Executive if to the Company or by a duly authorized
officer of the Company if to the Executive, and shall be deemed to have been
duly given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by
each party to the other, provided that all notices to the Company shall be
directed to the attention of the Board with a copy to the Secretary of the
Company. All notices and communications shall be deemed to have been received
on the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon
receipt.


 


8.                                       Nature of
Rights. The Executive shall have the status of a mere unsecured creditor of
the Company with respect to his right to receive any payment under this
Agreement. This Agreement shall constitute, a mere promise by the Company to
make payments in the future of the benefits provided for herein. It is the
intention of the parties hereto that the arrangements reflected in this
Agreement shall be treated as unfunded for tax purposes and, if it should be
determined that Title I of ERISA is applicable to this Agreement, for purposes
of Title I of ERISA. Except as provided in Section 2(f), nothing in this
Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive or other plan or program
provided by the Company or any Affiliate and for which the Executive may
qualify, nor shall anything herein limit or reduce such rights as the Executive
may have under any other


 


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agreements
with the Company or any Affiliate. Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the
Company or any Affiliate shall be payable in accordance with such plan or
program, except as explicitly modified by this Agreement.


 


9.                                       Settlement of
Claims. The Company’s obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, defense, recoupment, or other right
which the Company may have against the Executive or others.


 


10.                                 Miscellaneous. No provision
of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive
and the Company. No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreement or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by any
party which are not expressly set forth in this Agreement.


 


11.                                 Successors;
Binding Agreement.


 


(a)                                  This Agreement
shall be binding upon and shall inure to the benefit of the Company and its
Successors and Assigns. The Company shall require its Successors and Assigns to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession or assignment had taken place.


 


(b)                                 Neither this
Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, his beneficiaries or legal representatives,
except by will or by the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive’s legal personal
representative.


 


12.                                 Governing Law. This
Agreement shall be governed by and construed and enforced in accordance with
the laws of The Commonwealth of Massachusetts without giving effect to the
conflict of laws principles thereof. Any action brought by any party to this
Agreement shall be brought and maintained in a court of competent jurisdiction
in Middlesex or Suffolk Counties in The Commonwealth of Massachusetts.


 


13.                                 Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.


 


14.                                 Entire
Agreement; Termination of Prior Agreement. This Agreement constitutes
the entire agreement between the parties hereto, and supersedes all prior
agreements, if any, understandings and arrangements, oral or written, between
the parties hereto, with respect to the subject matter hereof. Without limiting
the generality of the foregoing, the parties agree


 


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that
the Amended and Restated Severance Agreement by and between Executive and the
Company, dated December 27, 2007, is hereby terminated, effective as of
the date set forth above, and replaced in its entirety by this Agreement.


 


15.                                 Definitions.


 


15.1.                        Accrued
Compensation. For purposes of this Agreement, “Accrued
Compensation” shall mean all amounts of compensation for services rendered to
the Company that have been earned or accrued through the Termination Date but
that have not been paid as of the Termination Date including (a) base
salary, (b) reimbursement for reasonable and necessary business expenses
incurred by the Executive on behalf of the Company during the period ending on
the Termination Date, (c) vacation pay and (d) bonuses and incentive
compensation; provided, however, that Accrued
Compensation shall not include any amounts described in clause (a) or
clause (d) that have been deferred pursuant to any salary reduction or
deferred compensation elections made by the Executive.


 


15.2.                        Affiliate. For purposes
of this Agreement, “Affiliate” means any entity, directly or indirectly,
controlled by, controlling or under common control with the Company or any
corporation or other entity acquiring, directly or indirectly, all or
substantially all the assets and business of the Company, whether by operation
of law or otherwise, including by a Change of Control hereunder.


 


15.3.                        Base Amount. For purposes
of this Agreement, “Base Amount” shall mean the Executive’s annual base salary
at the rate in effect as of the date of a Change in Control or, if greater, at
any time thereafter, determined without regard to any salary reduction or
deferred compensation elections made by the Executive.


 


15.4.                        Bonus Amount. For purposes
of this Agreement, “Bonus Amount” shall mean the greater of (a) the target
annual bonus payable to the Executive under the Incentive Plan in respect of
the fiscal year during which the Termination Date occurs or (b) the
highest annual bonus paid or payable under the Incentive Plan in respect of any
of the three full fiscal years ended prior to the Termination Date or, if
greater, the three (3) full fiscal years ended prior to the Change in
Control.


 


15.5.                        Cause. For purposes
of this Agreement, a termination of employment is for “Cause” if the Executive
has been convicted of a felony or the termination is evidenced by a resolution
adopted in good faith by two-thirds of the Board that the Executive:


 


(a)                                  intentionally
and continually failed substantially to perform his reasonably assigned duties
with the Company (other than a failure resulting from the Executive’s
incapacity due to physical or mental illness or from the assignment to the
Executive of duties that would constitute Good Reason) which failure continued
for a period of at least thirty (30) days after a written notice of demand for
substantial performance, signed by a duly authorized officer of the Company,
has been delivered to the Executive specifying the manner in which the
Executive has failed substantially to perform, or


 


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(b)                                 intentionally
engaged in conduct which is demonstrably and materially injurious to the
Company; provided, however, that
no termination of the Executive’s employment shall be for Cause as set forth in
this Section 15.5(b) until (1) there shall have been delivered
to the Executive a copy of a written notice, signed by a duly authorized
officer of the Company, setting forth that the Executive was guilty of the
conduct set forth in this Section 15.5(b) and specifying the
particulars thereof in detail, and (2) the Executive shall have been
provided an opportunity to be heard in person by the Board (with the assistance
of the Executive’s counsel if the Executive so desires).


 


No act, nor failure to act, on the Executive’s part, shall be
considered “intentional” unless the Executive has acted, or failed to act, with
a lack of good faith and with a lack of reasonable belief that the Executive’s
action or failure to act was in the best interest of the Company.
Notwithstanding anything contained in this Agreement to the contrary, no
failure to perform by the Executive after a Notice of Termination is given to
the Company by the Executive shall constitute Cause for purposes of this
Agreement.


 


15.6.                        Change in
Control. A “Change in Control” shall mean the occurrence during the term of the
Agreement of:


 


(a)                                  the direct or
indirect acquisition by any person, entity or group acting in concert of more
than 35% of the aggregate voting power of the outstanding securities of the
Company having the right to vote at elections of directors;


 


(b)                                 a majority of
the board of directors of the Company ceasing to consist of individuals who are
members of such board on December 19, 1997 (the “Incumbent Board”); provided, however, that
if the election, or nomination for election by the Company’s shareholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this definition, be considered
as a member of the Incumbent Board;


 


(c)                                  the disposition
by the Company of substantially all its business, other than in connection with
a mere change of place of incorporation or similar mere change in form; or


 


(d)                                 a complete
liquidation or dissolution of the Company;


 


provided, however, in determining
whether a Change in Control has occurred, voting securities which are acquired
in a Non-Control Acquisition (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control. A “Non-Control Acquisition”
shall mean an acquisition by (i) a Company employee benefit plan (or a
trust forming a part thereof) maintained (A) by the Company or (B) by
any corporation or other entity of which a majority of its voting power is
owned, directly or indirectly, by the Company (a “Subsidiary”) or (ii) the
Company or its Subsidiaries.


 


15.7.                        Company. For purposes
of this Agreement, all references to the Company shall include its Successors
and Assigns.


 


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15.8.                        Disability. For purposes
of this Agreement, “Disability” shall mean a physical or mental infirmity which
impairs the Executive’s ability to substantially perform his duties with the
Company for six (6) consecutive months, and within the time period set
forth in a Notice of Termination given to the Executive (which time period
shall not be less than thirty (30) days), the Executive shall not have returned
to full-time performance of his duties; provided,
however, that if the Company’s long term disability plan, or
any successor plan (the “Disability Plan”), is then in effect, the Executive
shall not be deemed disabled for purposes of this Agreement unless the
Executive is also eligible for “Total Disability” (as defined in the Disability
Plan) benefits (or similar benefits in the event of a successor plan) under the
Disability Plan.


 


15.9.                        Good Reason. (a) For
purposes of this Agreement, “Good Reason” shall mean the occurrence after a
Change in Control of any of the following events or conditions:


 


(1)                                  a change in the
Executive’s status, title, position or responsibilities (including reporting
responsibilities) which represents a material adverse change from his status,
title, position or responsibilities as in effect immediately prior thereto; the
assignment to the Executive of any duties or responsibilities which are
inconsistent with his status, title, position or responsibilities and which
represent a material adverse change thereto; or any removal of the Executive
from or failure to reappoint or reelect him to any of such offices or
positions, except in connection with the termination of his employment for
Disability, Cause, as a result of his death or by the Executive other than for
Good Reason;


 


(2)                                  a material
reduction in the Executive’s annual base salary below the Base Amount;


 


(3)                                  the relocation
of the offices of the Company at which the Executive is principally employed to
a location more than twenty-five (25) miles from the location of such offices
immediately prior to the Change in Control, or the Company’s requiring the
Executive to be based anywhere other than such offices, except to the extent
the Executive was not previously assigned to a principal location and except
for required travel on the Company’s business to an extent substantially
consistent with the Executive’s business travel obligations at the time of the
Change in Control;


 


(4)                                  the failure by
the Company to pay to the Executive any material portion of the Executive’s
current compensation or to pay to the Executive any material portion of an
installment of deferred compensation under any deferred compensation program of
the Company in which the Executive participated, within seven (7) days of
the date such compensation is due;


 


(5)                                  the failure by
the Company to (A) continue in effect (without reduction in benefit level,
and/or reward opportunities) any material compensation or employee benefit plan
in which the Executive was participating immediately prior to the Change in
Control, unless a substitute or replacement plan has been implemented which
provides substantially identical compensation or benefits to the Executive or (B) provide
the Executive with compensation and benefits, in the aggregate, at least equal
(in terms of benefit levels and/or reward opportunities) in all
material respects to those provided for under each other


 


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compensation
or employee benefit plan, program and practice in which the Executive was
participating immediately prior to the Change in Control;


 


(6)                                  the failure of
the Company to obtain from its Successors or Assigns the express assumption and
agreement required under Section 10 hereof; or


 


(7)                                  any purported
termination of the Executive’s employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the terms set forth in the
definition of Notice of Termination (and, if applicable, the terms set forth in
the definition of Cause).


 


(b)                                 Any event or
condition described in Section 15.9(a)(2) through (8) which
occurs prior to a Change in Control but which the Executive reasonably
demonstrates (A) was at the request of a Third Party or (B) otherwise
arose in connection with, or in anticipation of a Change in Control which has
been threatened or proposed and which actually occurs, shall constitute Good
Reason for purposes of this Agreement notwithstanding that it occurred prior to
a Change in Control.


 


15.10.                  Incentive Plan. For purposes
of this Agreement, “Incentive Plan” shall mean the annual executive incentive
plan, maintained by the Company.


 


15.11.                  Notice of
Termination. For purposes of this Agreement, following a
Change in Control, “Notice of Termination” shall mean a written notice of
termination of the Executive’s employment, signed by the Executive if to the
Company or by a duly authorized officer of the Company if to the Executive,
which indicates the specific termination provision in this Agreement, if any,
relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated.


 


15.12.                  Successors and
Assigns. For purposes of this Agreement, “Successors and Assigns” shall mean,
with respect to the Company, a corporation or other entity acquiring all or
substantially all the assets and business of the Company, as the case may be
(including a Change of Control under this Agreement), whether by operation of
law or otherwise.


 


15.13.                  Termination Date. For purposes
of this Agreement, “Termination Date” shall mean (a) in the case of the
Executive’s death, his date of death, (b) if the Executive’s employment is
terminated for Disability, thirty (30) days after Notice of Termination is
given (provided that the Executive shall not have returned to the performance
of his duties on a full-time basis during such thirty (30) day period) and (c) if
the Executive’s employment is terminated for any other reason, the date
specified in the Notice of Termination (which, in the case of a termination for
Cause shall not be less than thirty (30) days, and in the case of a termination
for Good Reason shall not be more than sixty (60) days, from the date such
Notice of Termination is given); provided,
however, that if within thirty (30) days after any Notice of
Termination is given the party receiving such Notice of Termination in good
faith notifies the other party that a dispute exists concerning the basis for
the termination, the Termination Date shall be the date on which the dispute is
finally determined, either by mutual written agreement of the parties, or by
the final


 


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judgment,
order or decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been taken). Notwithstanding the
pendency of any such dispute, the Company shall continue to pay the Executive
his Base Amount and continue the Executive as a participant in all
compensation, incentive, bonus, pension, profit sharing, medical,
hospitalization, dental, life insurance and disability benefit plans in which
he was participating when the notice giving rise to the dispute was given,
until the dispute is finally resolved in accordance with this Section whether
or not the dispute is resolved in favor of the Company, and the Executive shall
not be obligated to repay to the Company any amounts paid or benefits provided
pursuant to this sentence.


 


IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and the Executive has executed this
Agreement as of the day and year first above written,


 


	
   

  	
   

  	
  NMS
  Communications Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Robert P.Schechter

  
	
  ATTEST:

  	
   

  	
   

  	
   

  	
  Robert
  P.Schechter

  
	
   

  	
   

  	
   

  	
   

  	
  Chairman,
  President and CEO

  
	
  /s/
  Dianne Callan

  	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Joel Hughes

  
	
   

  	
   

  	
   

  	
  Joel Hughes EXECUTIVE

  



 


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