Exhibit 10.20


 


FIRST
AMENDMENT

TO THE

SEVERANCE PROTECTION AGREEMENT


 


THIS FIRST AMENDMENT TO THE SEVERANCE PROTECTION AGREEMENT (this “Amendment”)
is made as of October 2, 2008, by and between NMS Communications
Corporation, a Delaware corporation (the “Company”), and Joel Hughes (the “Executive”).  Capitalized terms used herein an not
otherwise defined shall have the meaning ascribed to them in the Severance
Protection Agreement dated as of June 6, 2008 by and between the Company
and the Executive (the “Severance Agreement”).


 


WHEREAS, the Company and the Executive have entered into Severance
Agreement;


 


WHEREAS, the Company is contemplating a sale
of its Communications Platform business (the “Business”) and has entered into
an Asset Purchase Agreement dated September 12, 2008 with Dialogic
Corporation (the “Asset Purchase Agreement”) pursuant to which the Company will
sell substantially all of the assets of the Business;


 


WHEREAS, the Company and the Executive have
agreed that the sale of the Business will not constitute a “Change of Control”
under the Severance Agreement; and


 


WHEREAS, the Company and the Executive desire
to amend the Severance Agreement to reflect the foregoing.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Executive
hereby agree:


 


1.               That
the Severance Agreement is amended by adding the following sentence to the end
of the last paragraph in Section 15.6 of the Severance Agreement:


 


“Notwithstanding anything to the contrary set forth
herein, the sale of the Company’s NMS Communications business (or any successor
thereto, the “Business”) shall not constitute a Change of Control including,
without limitation, the proposed sale of the Business contemplated by that
certain Asset Purchase Agreement dated as of September 12, 2008 between
the Company and Dialogic Corporation (as originally executed and as the same
may be amended, supplemented or modified from time to time in accordance with
its terms).”


 


2.               Except
as amended by this Amendment, the Severance Agreement remains in full force and
effect without modification or waiver.


 


3.               This
Amendment shall be governed by and construed under the laws of the Commonwealth
of Massachusetts without giving effect to its conflict of laws provisions.  Any action brought by any party to this
Amendment shall be brought and maintained in a court of competent jurisdiction
in Middlesex or Suffolk Counties in the Commonwealth of Massachusetts.


 

















 


4.               This
Amendment may be executed in one or more counterparts and by the parties hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which together shall be deemed to constitute one and the
same agreement.


 


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Blank]


 


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IN WITNESS WHEREOF, this Amendment has been executed
as a sealed instrument by the Company and the Executive as of the date first
set forth above.


 


	
   

  	
  NMS
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  P. Schechter

  
	
   

  	
  Name: Robert
  P. Schechter

  
	
   

  	
  Title: CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joel
  Hughes

  
	
   

  	
  Joel Hughes

  



 


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