**Exhibit 10.43**

 

**EMPLOYMENT AGREEMENT**

** **

This Employment Agreement(the “Agreement”) is between Forgent Networks, Inc. d/b/a Asure Software (“Employer”or the “Company”) and Snehal Shah (“Executive”). Employer and Executive arecollectively referred to herein as the “Parties.”  The Effective Date of this Agreement is October 5,2007.

 

**R**ECITALS:

** **

**WHEREAS,** Employer desires to employ Executiveupon the closing of Employer’s acquisition of Executive’s current employer;

 

**WHEREAS,** Executive desires to be employed byEmployer pursuant to all of the terms and conditions hereinafter set forth; and

 

**WHEREAS,** in connection with his employment underthis Agreement, Executive will be granted access to Employer’s ConfidentialInformation.

 

**NOW, THEREFORE,** in consideration of the mutual covenantsherein contained, it is AGREED as follows:

 

# 1.             **Purpose****.**Thepurpose of this Agreement is to formalize the terms and conditions of Executive’semployment with Employer. The recitals contained herein represent both Parties’intentions with respect to the terms and conditions covered and cannot beamended during the term of the Agreement except by written addendum to theAgreement signed by both Parties.

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# 2.             **Definitions****.**For the purposes of this Agreement, the followingwords shall have the following meanings:

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## (a)           “Affiliate” means any entity controlled by Employereither solely or jointly.

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## (b)           “Cause” shall mean: (1) embezzlement or theft by Executive of any property of Employer;(2) any breach by Executive of any material provision of this Agreement; (3) anyact by Executive constituting a felony or otherwise involving theft, fraud,dishonesty, or moral turpitude; (4) gross negligence or willful misconducton the part of Executive in the performance of his duties as an employee, officer,or director of Employer; or (5) Executive’s breach of his fiduciaryobligations to Employer.

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## (c)           “Confidential Information” means information (1) disclosedto or known by Executive as a consequence of or through his employment withEmployer; (2) not generally known outside Employer; and (3) whichrelates to any aspect of Employer or any of its Affiliates, or their business,research, or development. “Confidential Information” includes, but is notlimited to, Employer’s or any of its Affiliates’ trade secrets, proprietaryinformation, information related to current or developing patents or patentapplications, business plans, marketing plans, financial information,compensation and benefit information, cost and pricing information, customercontacts, suppliers, 

 

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## vendors, and information provided to Employer or anyof its Affiliates by a third Party under restrictions against disclosure or useby Employer or others.

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## (d)           “Conflict of Interest” means any activity in which apersonal interest of Executive could reasonably be expected to adversely affectEmployer or its affiliates, including ownership of a material interest in anysupplier, contractor, distributor, subcontractor, customer, or other entitywith which Employer does business.

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## (e)           “Copyright Works” are materials for which copyrightprotection may be obtained including, but not limited to:  literary works (including all writtenmaterial), computer programs, artistic and graphic works (including designs,graphs, drawings, blueprints, and other works), recordings, models,photographs, slides, motion pictures, and audio-visual works, regardless of theform or manner in which documented or recorded.

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## (f)            “Inventions” means inventions (whether patentable ornot), discoveries, improvements, designs, and ideas or related technologies ormethodologies (whether or not shown or described in writing or reduced topractice) including, and in addition to any such Confidential Information orCopyright Works.

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# 3.             **Duration****.**ThisAgreement shall continue for one (1) year from the Effective Date. If thisAgreement is not terminated as hereinafter provided, at the conclusion of one (1) year,this Agreement shall continue on a month-to-month basis, subject to all termsand conditions contained herein.

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# 4.             **Duties and Responsibilities****.**Upon execution of this Agreement, Executive shalldiligently render his services to Employer in accordance with Employer’sdirectives, and shall use his best efforts and good faith in accomplishing suchdirectives. While Executive’s primary responsibility and focus will be tofulfill the duties of his position as Vice President and Co-General Manager,Executive agrees to perform such additional tasks and perform suchduties as are assigned by Employer to Executive that are consistent with thebusiness objectives of the Company and Executive’s skills and abilities. Executiveshall report to the Company’s Chairman and CEO, Richard Snyder. Throughout hisemployment with the Company, Executive agrees to devote his full-time efforts,abilities, and attention (defined to mean not less than forty (40) hours/week)to the business of Employer, not to engage in any activities which couldreasonably be expected to interfere with such efforts, and not to perform servicesfor any other employer or become self-employed. Employer acknowledges andagrees that Executive’s management and supervision of family investments,including without limitation his continued management of Sarla InfoTech Limited(which is the landlord of premises used by Employer’s subsidiary in India)substantially as heretofore, or his provision of uncompensated advice andassistance to family businesses that do not constitute a Conflict of Interest,and which in the aggregate do not materially interfere with Executive’sfull-time efforts, shall not be prohibited or a violation hereunder.

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# 5.             **Compensation and Benefits****.**In return for the services to be provided by Executivepursuant to this Agreement, Employer agrees to pay Executive as follows:

 

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(a)           Base Salary. Executive shall receive a base monthly salary of$10,416.67 per month, less all legally required deductions and withholding,payable on the 1st of each month.

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## (b)           Target Bonus. Executive shall be eligible to receive a targetbonus not to exceed a maximum of 50% of Executive’s annual base salary, or suchlesser amount as may be earned and authorized by the Company, based uponExecutive’s satisfaction of established financial and strategic objectives (“MBO’s”).The Company will review Executive’s MBO’s with Executive at the beginning ofeach quarter.

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## (c)           Medical. Disability and other Benefits. During Executive’s employment withEmployer, Executive shall, in accordance with the terms and conditions of theapplicable plan documents and all applicable laws, be eligible to participatein the various medical, disability, life insurance and other employee benefitplans made available by the Company, from time to time, for its executives. Inaddition, Executive shall be entitled to undergo an annual comprehensivephysical examination at the Cooper Clinic in Dallas, Texas.

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## (d)           Incentive Programs. Executive may be eligible to participate inincentive programs implemented by Employer at Employer’s sole discretion.

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## (e)           Holiday Pay. Executive shall be entitled to take off work with payon all major U.S. holidays (Memorial Day, Independence Day, Labor Day,Thanksgiving Day and the Friday thereafter, Christmas Day, and New Year’s Day).

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## (f)            401(k) Plan. Executive may participate in the Company’s 401(k) savingsplan in accordance with the eligibility requirements set forth in the Plan.

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## (g)           Personal Time Off. Executive will be provided with paid time off eachyear in accordance with Employer’s Paid Time Off (PTO) policy, to be used forvacation or other personal reasons, which may be taken with the approvalof Mr. Richard Snyder. During the first year of employment with Employer,Executive shall receive a total of 18 days of PTO. Accrued vacation that is nottaken by Executive during the calendar year shall not be carried over to thefollowing year.

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## (h)           Tax Preparation Assistance. Executive shall be entitled toreimbursement by Company for annual tax preparation expenses not to exceed$2000.

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## (i)            Expenses. Executive shall be reimbursed for reasonablebusiness-related expenses when timely submitted to Employer.

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# 6.             **Termination****.**

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## (a)           Employer may terminate Executive’s employmentupon his death, or if he is unable to perform the essential functions of hisposition with reasonable accommodation for three (3) consecutive months,or for a total of six (6) months during the term of this Agreement.

 

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## (b)           Employer also may terminate Executive’semployment immediately for “Cause.”

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## (c)           Employer may also terminate this Agreementwithout Cause upon fourteen (14) days written notice to Executive.

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## (d)           Executive may terminate this Agreement uponthirty (30) days written notice to Employer. In the event Executive terminateshis employment in this manner, he shall remain in Employer’s employ subject toall terms and conditions of this Agreement for the entire thirty (30) dayperiod unless instructed otherwise by Employer. In the event Employer elects torelease Executive at any time during the thirty (30) day notice period,Executive shall not be entitled to receive any compensation after such releasedate.

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# 7.             **Severance****.**Executive shall be entitled to the followingcompensation upon termination of his employment. The Parties agree that noother contractual damages shall be available.

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## (a)           Death, Disability, Expiration of Agreement. In the event Executive’s employment isterminated as a result of his death, disability, or expiration of thisAgreement, Executive or his estate shall be entitled to one (1) month’spay upon execution of a release of all claims.

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## (b)           Without Cause. In the event Executive’s employment with Employer isterminated Without Cause, Executive shall be entitled to the continuation ofhis base salary at the time of termination for the longer of one (1) monthor the number of months remaining on the initial term of this Agreement, uponExecutive’s execution of a release of all claims.

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## (c)           For Cause or Executive Resignation. In the event Executive is terminatedfor Cause, or if Executive resigns, Executive is not entitled to any additionalcompensation from Employer.

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# 8.             **Inventions, Confidential Information, Patents, andCopyright Works****.**

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## (a)           Notification of Company. Upon conception, all Inventions, ConfidentialInformation, and Copyright Works shall become the property of Employer (or theUnited States Government where required by law) whether or not patent orcopyright registration applications are filed for such subject matter. Executivewill communicate to Employer promptly (no later than three (3) businessdays) and fully all Inventions, or suggestions (whether or not patentable), allConfidential Information or Copyright Works made, designed, created, orconceived by Executive (whether made, designed, created, or conceived solely byExecutive or jointly with others) during his employment with Employer:  (a) which relate to the actual oranticipated business, research, activities, or development of Employer at thetime of the conception; or (b) which result from or are suggested by anywork which Executive has done or may do for or on behalf of Employer; or (c) whichare developed, tested, improved, or investigated either in part orentirely on time for which Executive was paid by Employer, or using any resourcesof Employer.

 

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## (b)           Transfer of Rights. Executive hereby assigns and transfers to EmployerExecutive’s entire right, title, and interest in all Inventions, ConfidentialInformation, Copyright Works and Patents prepared, made or conceived by or inbehalf of Executive (solely or jointly with others):  (a) which relate in any way to theactual or anticipated business of Employer, or (b) which relate in any wayto the actual or anticipated research or development of Employer, or (c) whichare suggested by or result, directly or indirectly, from any task assigned toExecutive or in which Executive otherwise engages in behalf of Employer. Executivealso agrees to do all things necessary to secure Employer’s entire right,title, and interest in and to all such Inventions, Confidential Information,Copyright Works or Patents, whether requested by Employer or not, on such formsas Employer may provide, at any time during or after Executive’semployment. Executive will promptly and fully assist Employer during andsubsequent to his employment in every lawful way, without personal expense toExecutive, to obtain, protect, and enforce Employer’s patent, copyrights, tradesecret or other proprietary rights for Inventions, Confidential Information,Copyright Works or Patents in any and all countries.

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## (c)           Notice of Rights Under State Statutes. No provision in this Agreement isintended to require assignment of any of Executive’s rights in an Invention forwhich no equipment, supplies, facilities, Confidential Information, CopyrightWorks, Inventions, Patents or information of Employer was used, and which was (1) developedentirely on Executive’s own time; (2) does not relate to the business ofEmployer or to the actual or demonstrably anticipated research or developmentof Employer; and (3) does not result from any work performed by Executivefor Employer or assigned to Executive by Employer.

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## (d)           Rights in Copyrights. Unless otherwise agreed in writing by Employer, allCopyright Works prepared wholly or partially by Executive (alone or jointlywith others) within the scope of his employment with Employer, shall be deemeda “work made for hire” under the copyright laws and shall be owned by Employer.Executive understands that any assignment or release of such works can only bemade by Employer. Executive will do everything reasonably necessary to enableEmployer or its nominee to protect its rights in such works. Executive agreesto execute all documents and to do all things necessary to vest in EmployerExecutive’s right and title to copyrights in such works. Executive shall notassist or work with any third Party that is not an employee of Employer tocreate or prepare any Copyright Works without the prior written consent ofEmployer.

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## (e)           Assistance in Preparation of Applications. Executive will promptly and fullyassist, if requested by Employer, in the preparation and filing of Patents andCopyright Registrations in any and all countries selected by Employer and will assignto Employer Executive’s entire right, title, and interest in and to suchPatents and Copyright Registrations, as well as all Inventions or CopyrightWorks to which such Patents and Copyright Registrations pertain, to enable anysuch properties to be prosecuted under the direction of Employer and to ensurethat any Patent or Copyright Registration obtained will validly issue toEmployer.

 

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## (f)            Execute Documents. Executive will promptly sign any and all lawfulpapers, take all lawful oaths, and do all lawful acts, including testifying, atthe request of Employer, and at no personal expense to Executive, in connectionwith the procurement, grant, enforcement, maintenance, exploitation, or defenseagainst assertion of any patent, trademark, copyright, trade secret or relatedrights, including applications for protection or registration thereof. Suchlawful papers include, but are not limited to, any and all powers, assignments,affidavits, declarations and other papers deemed by Employer to be necessary oradvisable.

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## (g)           Keep Records. Executive will keep and regularly maintain adequateand current written records of all Inventions, Confidential Information, andCopyright Works he participates in creating, conceiving, developing, andmanufacturing. Such records shall be kept and maintained in the form ofnotes, sketches, drawings, reports, or other documents relating thereto,bearing at least the date of preparation and the signatures or name of eachemployee contributing to the subject matter reflected in the record. Suchrecords shall be and shall remain the exclusive property of Employer and shallbe available to Employer at all times.

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## (h)           Return of Documents, Equipment, Etc. All writings, records, and otherdocuments and things comprising, containing, describing, discussing,explaining, or evidencing any Inventions, Confidential Information, orCopyright Works and all equipment, components, parts, tools, and the like inExecutive’s custody or possession that have been obtained or prepared in thecourse of Executive’s employment with Employer shall be the exclusive propertyof Employer, shall not be copied and/or removed from the premises of Employer,except in pursuit of the business of Employer, and shall be delivered toEmployer, without Executive retaining any copies, upon notification of thetermination of Executive’s employment or at any other time requested byEmployer. Employer shall have the right to retain, access, and inspect allproperty of Executive of any kind in the office, work area, and on the premisesof Employer upon termination of Executive’s employment and at any time duringemployment by Employer, to ensure compliance with the terms of this Agreement. However, Executive may at all times possess or retain copies of alldocuments and data pertaining to Executive’s employment, compensation, orcontractual rights.

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## (i)            Other Contracts. Executive represents and warrants that he is not aParty to any existing contract relating to the granting or assignment to othersof any interest in Inventions, Confidential Information, Copyright Works orPatents hereafter made by Executive except insofar as copies of such contracts,if any, are attached to this Agreement.

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## (j)            Prior Conceptions. At the end of this Paragraph, Executive has setforth what he represents and warrants to be a complete list of all Inventions,if any, patented or unpatented, or Copyright Works, including a briefdescription thereof (without revealing any confidential or proprietary informationof any other Party) which Executive participated in the conception, creation,development, or making of prior to his employment with Employer and for whichExecutive claims full or partial ownership or other interest, or which are inthe physical possession of a former employer and which are therefore excludedfrom the scope of this Agreement. If there are no such exclusions 

 

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## from this Agreement, Executive has so indicated bywriting “None” below in his own handwriting.

 
|   |   |                               |   |   |
|--------|--------|------------------------------------|--------|--------|
|   |   | Executive’s Prior Conceptions |   |   |

 

# 9.             **Non-Competition, Non-Solicitation, andConfidentiality****.**Employerand Executive acknowledge and agree that while Executive is employed pursuantto this Agreement, he will be provided with access to Confidential Information,will be provided with specialized training on how to perform his duties;and will be provided contact with Employer’s customers and potential customers.In consideration of all of the foregoing, Employer and Executive agree asfollows:

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## (a)           Non-Competition During Employment. Executive agrees that for the durationof this Agreement, he will not compete with Employer, or any of its Affiliates,by engaging in the conception, design, development, production, marketing, or servicingof any product or service that is substantially similar to the products orservices which Employer, or any of its Affiliates, provides, and that he willnot work for, in any capacity, assist, or become affiliated with as an owner,partner, etc., either directly or indirectly (other than as the owner of lessthan one percent (1%) of the shares of any publicly-traded company), anyindividual or business which offers or performs services, or offers or providesproducts substantially similar to the services and products provided byEmployer, or any of its Affiliates.

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## (b)           Non-Competition After Employment. Executive agrees that for a periodafter termination of his employment with Employer for any reason, includingexpiration of this Agreement, continuing for the longer of three (3) yearsafter the Effective Date or one (1) year after such termination (the “RestrictedPeriod”), he will not compete with Employer, or any of its Affiliates, in anygeographic market where Employer, or any of its Affiliates, is selling orproviding goods or services, or has sold or provided goods or services duringthe preceding twelve (12) months, by engaging in the conception, design,development, production, marketing, or servicing of any product or service thatis directly competitive with the products or services which Employer, or any ofits Affiliates, provides, and that he will not work for, in any capacity,assist, or become affiliated with as an owner, partner, etc., either directlyor indirectly (other than as the owner of less than one percent (1%) of theshares of any publicly-traded company), any individual or business which offersor performs services, or offers or provides products directly competitive withthe services and products provided by Employer, or any of its Affiliates. Notwithstandingthe foregoing, this Section 9(b) shall not preclude Executive frombecoming an employee of, or from otherwise providing services to, a separatedivision or operating unit of a multi-divisional business or enterprise (a “Division”)if: (i) the Division by which Executive is employed, or to which Executiveprovides services, is not competitive with Employer’s business (within themeaning of this Section 9(b)), and (ii) Executive does not provideservices or information relating to the business of Employer, directly orindirectly, to any other division or operating unit of such multi-divisional 

 

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## business or enterprise which is competitive withEmployer’s business (within the meaning of this Section 9(b)).

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## (c)           Conflicts of Interest. Executive agrees that for the duration of thisAgreement, he will not knowingly engage, either directly or indirectly, in anyConflict of Interest, and that Executive will promptly inform a corporateofficer of Employer as to each offer received by Executive to engage in anysuch activity. Executive further agrees to disclose to Employer any other factsof which Executive becomes aware which might reasonably be considered toinvolve or give rise to a Conflict of Interest or potential Conflict ofInterest. Employer acknowledges and agrees that Executive’s and Executive’sfamily’s continued ownership and management of Sarla InfoTech Limited, which isthe landlord of premises used by Employer’s subsidiary in India, shall notconstitute a prohibited Conflict of Interest or violation hereunder.

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## (d)           Non-Solicitation of Customers. Executive further agrees that for theduration of this Agreement, and for the Restricted Period, he will not solicitor accept any business from any customer or client or prospective customer orclient of Employer, or any of its Affiliates, with whom Executive personallydealt or solicited in the last twelve (12) months Executive was employed byEmployer.

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## (e)           Non-Solicitation of Employees. Executive agrees that for the durationof this Agreement, and for the Restricted Period, he will not either directlyor indirectly, on his own behalf or on behalf of others, solicit, attempt tohire, or hire any person employed by Employer, or any of its Affiliates,  to work for Executive or for any otherentity, firm, corporation, or individual.

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## (f)            Confidential Information. Executive further agrees that he willnot, except as Employer may otherwise consent or direct in writing, revealor disclose, sell, use, lecture upon, publish, or otherwise disclose to anythird Party any Confidential Information or proprietary information ofEmployer, or any of its Affiliates, or authorize anyone else to do these thingsat any time either during or subsequent to his employment with Employer. This section shallcontinue in full force and effect after termination of Executive’s employmentand after the termination of this Agreement for any reason, includingexpiration of this Agreement. Executive’s obligations under this section ofthis Agreement with respect to any specific Confidential Information andproprietary information shall cease when that specific portion of ConfidentialInformation and proprietary information becomes publicly known, in its entiretyand without combining portions of such information obtained separately. It isunderstood that such Confidential Information and proprietary information ofEmployer, or any of its Affiliates, include matters that Executive conceives ordevelops, as well as matters Executive learns from other employees of Employer,or any of its Affiliates.

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## (g)           Prior Disclosure. Executive represents and warrants that he has notused or disclosed any Confidential Information he may have obtained priorto signing this Agreement, in any way inconsistent with the provisions of thisAgreement.

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## (h)           Confidential Information of Prior Employers. Executive will not disclose or useduring the period of his employment with Employer any proprietary orconfidential information or copyright works, subject to a confidentialityagreement, 

 

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## which Executive may have acquired because ofemployment with an employer other than Employer.

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## (i)            Time Period Tolled. The time periods referenced in this Paragraph duringwhich Executive is restrained from competing against Employer, or any of itsAffiliates, shall not include any period of time during which Executive is inbreach of those provisions of this Agreement. Said time periods referenced inthis Paragraph will be tolled, such that Employer will receive the full benefitof the time period in the event Executive breaches those provisions of thisAgreement.

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## (j)            Breach. Executive agrees that any breach ofParagraphs 9(a), (b), (c), (d), (e) or (f) above cannot beremedied solely by money damages, and that in addition to any other remediesEmployer may have, Employer is entitled to obtain injunctive reliefagainst Executive. Nothing herein, however, shall be construed as limitingEmployer’s right to pursue any other available remedy at law or in equity,including recovery of damages and termination of this Agreement.

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## (k)           Independent Covenants. All covenants contained in Paragraph 9 of thisAgreement shall be construed as agreements independent of any other provisionof this Agreement, and the existence of any claim or cause of action byExecutive against Employer, whether predicated on this Agreement or otherwise,shall not constitute a defense to the enforcement by Employer of suchcovenants.

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# 10.           **Right to Enter Agreement****.**Executive represents and covenants to Employer that hehas full power and authority to enter into this Agreement and that theexecution of this Agreement will not breach or constitute a default of anyother agreement or contract to which he is a Party or by which he is bound.

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# 11.           **Assignment****.**This Agreement may be assigned by Employer, butcannot be assigned by Executive.

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# 12.           **Binding Agreement****.**Executive understands that his obligations under thisAgreement are binding upon Executive’s heirs, successors, personalrepresentatives, and legal representatives.

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# 13.           **Notices****.**Allnotices pursuant to this Agreement shall be in writing and sent certified mail,return receipt requested, addressed as follows:

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|   | If to Executive: | Snehal Shah                          |
|--------|------------------|--------------------------------------|
|   |             | 32 Mallard Cove                      |
|   |             | Barrington, RI 02806                 |
|   |             |                                 |
|   | with a copy to:  | Nutter McClennen & Fish LLP |
|   |             | World Trade Center West              |
|   |             | 155 Seaport Boulevard                |
|   |             | Boston, MA 02210-2604                |
|   |             | Attn: Kenneth Berman, Esq.      |

 

 

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|   | If to Employer: | Forgent Networks, Inc.      |
|--------|-----------------|----------------------------------|
|   |            | 108 Wild Basin Road South        |
|   |            | Austin, Texas 78746              |
|   |            | Attn: Jay Peterson, CFO and      |
|   |            | Vice President - Finance         |
|   |            |                             |
|   | with a copy to: | Winstead PC                      |
|   |            | 5400 Renaissance Tower           |
|   |            | 1201 Elm Street                  |
|   |            | Dallas, Texas 75270              |
|   |            | Attn: Mark G. Johnson, Esq. |

 

# 14.           **Waiver****.**Nowaiver by either Party to this Agreement of any right to enforce any term orcondition of this Agreement, or of any breach hereof, shall be deemed a waiverof such right in the future or of any other right or remedy available underthis Agreement.

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# 15.           **Severability****.**If any provision of this Agreement is determined to bevoid, invalid, unenforceable, or against public policy, such provisions shallbe deemed severable from the Agreement, and the remaining provisions of the Agreementwill remain unaffected and in full force and effect. Furthermore, any breach byEmployer of any provision of this Agreement shall not excuse Executive’scompliance with the requirements of Paragraphs 8 or 9, to the extent theyare otherwise enforceable.

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# 16.           **Arbitration****.**In the event any dispute arises out of Executive’semployment with Employer, or separation therefrom, which cannot be resolved bythe Parties to this Agreement, such dispute shall be submitted to final andbinding arbitration. The arbitration shall be conducted in accordance with theAmerican Arbitration Association (“AAA”). If the Parties cannot agree on anarbitrator, a list of seven (7) arbitrators will be requested from AAA,and the arbitrator will be selected using alternate strikes with Executivestriking first. The cost of the arbitration will be shared equally by Executiveand Employer. Arbitration of such disputes is mandatory and in lieu of any andall civil causes of action and lawsuits either Party may have against theother arising out of Executive’s employment with Employer, or separationtherefrom; provided, however, that any claim Employer has for breach of thecovenants contained in Paragraphs 8 and 9 of this Agreement shall **not** be subject to mandatoryarbitration, and may be pursued in a court of law or equity.

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# 17.           **Entire Agreement****.**The terms and provisions contained herein shallconstitute the entire agreement between the Parties with respect to Executive’semployment with Employer during the time period covered by this Agreement. ThisAgreement replaces and supersedes any and all existing agreements entered intobetween Executive and Employer relating generally to the same subject matter,if any, and shall be binding upon Executive’s heirs, executors, administrators,or other legal representatives or assigns.

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# 18.           **Modification of Agreement****.**This Agreement may not be changed or modified orreleased or discharged or abandoned or otherwise terminated, in whole or inpart, except by an instrument in writing signed by Executive and an officer orother authorized executive of Employer.

 

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# 19.           **Understand Agreement****.**Executive represents and warrants that he has read andunderstood each and every provision of this Agreement, and Executiveunderstands that he is free to obtain advice from legal counsel of choice, ifnecessary and desired, in order to interpret any and all provisions of thisAgreement, and that Executive has freely and voluntarily entered into thisAgreement.

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# 20.           **Effective Date****.**It is understood by Executive that this Agreementshall become effective on the Effective Date referenced above, and that theterms of this Agreement shall remain in full force and effect both during thecontinuation of Executive’s employment and where applicable thereafter;specifically including, but not limited to the promises made by Executive inParagraphs 8, 9, and 16, above.

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# 21.           **Governing Law****.**This Agreement shall be governed by and construed inaccordance with the laws of the State of Texas.

 

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**IN WITNESS WHEREOF,** the Parties have executed this Agreementas of the date first written above.

 
| **EXECUTIVE** | ** **                 | **EMPLOYER**                     |                                     |   |
|---------------|----------------------------|----------------------------------|------------------------------------------|--------|
|          |                       |                             |                                     |   |
|          |                       | **FORGENT  NETWORKS, INC.** |                                     |   |
|          |                       | **d/b/a  Asure Software**        |                                     |   |
|          |                       |                             |                                     |   |   |
|          |                       |                             |                                     |   |   |
| /s/           |                       | By:                              |   /s/                          |   |   |
| Snehal Shah   |                       |                             | Richard Snyder,  Chairman & CEO |   |   |
|          |                       |                             |                                     |   |
|          |                       |                             |                                     |   |
| Dated:        |  October 5, 2007 |                             | Dated:                                   |   |   |   |
|               |                            |                                  |                                          |        |  |  |  |

 

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