**Exhibit 10.42**

 

**EMPLOYMENT AGREEMENT**

** **

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

 

**R**ECITALS:

** **

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

 

**WHEREAS,** Executive desires to be employed by Employer pursuantto all of the terms and conditions hereinafter set forth; and

 

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

 

**NOW, THEREFORE,** in consideration of the mutual covenants hereincontained, it is AGREED as follows:

 

# 1.             **Purpose****.**  The purpose of this Agreement is to formalizethe terms and conditions of Executive’s employment with Employer. The recitalscontained herein represent both Parties’ intentions with respect to the termsand conditions covered and cannot be amended during the term of the Agreementexcept by written addendum to the Agreement signed by both Parties.

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# 2.             **Definitions****.**  For thepurposes of this Agreement, the following words shall have the followingmeanings:

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## (a)           “Affiliate” means any entity controlledby Employer either solely or jointly.

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## (b)           “Cause” shall mean:  (1) embezzlement or theft by Executiveof any property of Employer; (2) any breach by Executive of any materialprovision of this Agreement; (3) any act by Executive constituting afelony or otherwise involving theft, fraud, dishonesty, or moral turpitude; (4) grossnegligence or willful misconduct on the part of Executive in the performance ofhis duties as an employee, officer, or director of Employer; or (5) Executive’sbreach of his fiduciary obligations to Employer.

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## (c)           “Confidential Information” meansinformation (1) disclosed to or known by Executive as a consequence of orthrough his employment with Employer; (2) not generally known outsideEmployer; and (3) which relates to any aspect of Employer or any of itsAffiliates, or their business, research, or development.  “Confidential Information” includes, but isnot limited 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 any of its Affiliates by a third Partyunder restrictions against disclosure or use by Employer or others.

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## (d)           “Conflict of Interest” means any activityin which a personal interest of Executive could reasonably be expected toadversely affect Employer or its affiliates, including ownership of a materialinterest in any supplier, contractor, distributor, subcontractor, customer, orother entity with which Employer does business.

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## (e)           “Copyright Works” are materials for whichcopyright protection 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 patentableor not), discoveries, improvements, designs, and ideas or related technologiesor methodologies (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****.**  This Agreement shall continue for one (1) yearfrom 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 executionof this Agreement, Executive shall diligently render his services to Employerin accordance with Employer’s directives, and shall use his best efforts andgood faith in accomplishing such directives. While Executive’s primary responsibility and focus will be to fulfillthe duties of his position as Vice President and Co-General Manager, Executiveagrees to perform such additional tasks and perform such duties as are assignedby Employer to Executive that are consistent with the business objectives ofthe Company and Executive’s skills and abilities.  Executive shall report to the Company’sChairman and CEO, Richard Snyder. Throughout his employment with the Company, Executive agrees to devotehis full-time efforts, abilities, and attention (defined to mean not less thanforty (40) hours/week) to the business of Employer, not to engage in anyactivities which could reasonably be expected to interfere with such efforts,and not to perform services for any other employer or becomeself-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 forthe services to be provided by Executive pursuant to this Agreement, Employeragrees to pay Executive as follows:

 

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(a)           Base Salary.  Executiveshall receive a base monthly salary of $10,416.67 per month, less all legallyrequired deductions and withholding, payable on the 1st of eachmonth.

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## (b)           Target Bonus. Executive shall be eligible to receive a target bonus not to exceed amaximum of 50% of Executive’s annual base salary, or such lesser amount as maybe earned and authorized by the Company, based upon Executive’s satisfaction ofestablished financial and strategic objectives (“MBO’s”).  The Company will review Executive’s MBO’swith Executive at the beginning of each quarter.

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## (c)           Medical. Disability and other Benefits. During Executive’s employment with Employer, Executive shall, inaccordance with the terms and conditions of the applicable plan documents andall applicable laws, be eligible to participate in the various medical,disability, life insurance and other employee benefit plans made available bythe Company, from time to time, for its executives.  In addition, Executive shall be entitled toundergo an annual comprehensive physical examination at the Cooper Clinic inDallas, Texas.

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## (d)           Incentive Programs. Executive may be eligible to participate in incentive programsimplemented by Employer at Employer’s sole discretion.

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## (e)           Holiday Pay. Executive shall be entitled to take off work with pay on all major U.S.holidays (Memorial Day, Independence Day, Labor Day, Thanksgiving Day and theFriday 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) savings plan inaccordance 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 each year in accordance withEmployer’s Paid Time Off (PTO) policy, to be used for vacation or otherpersonal reasons, which may be taken with the approval of Mr. RichardSnyder.  During the first year ofemployment with Employer, Executive shall receive a total of 18 days of PTO.  Accrued vacation that is not taken byExecutive during the calendar year shall not be carried over to the followingyear.

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

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## (i)            Expenses.  Executiveshall be reimbursed for reasonable business-related expenses when timelysubmitted to Employer.

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

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## (a)           Employer may terminate Executive’semployment upon his death, or if he is unable to perform the essentialfunctions of his position with reasonable accommodation for three (3) consecutivemonths, or for a total of six (6) months during the term of thisAgreement.

 

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

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## (c)           Employer may also terminate thisAgreement without Cause upon fourteen (14) days written notice to Executive.

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## (d)           Executive may terminate this Agreementupon thirty (30) days written notice to Employer.  In the event Executive terminates hisemployment in this manner, he shall remain in Employer’s employ subject to allterms and conditions of this Agreement for the entire thirty (30) day periodunless instructed otherwise by Employer. In the event Employer elects to release Executive at any time during thethirty (30) day notice period, Executive shall not be entitled to receive anycompensation after such release date.

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# 7.             **Severance****.**  Executiveshall be entitled to the following compensation upon termination of hisemployment.  The Parties agree that noother contractual damages shall be available.

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

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## (b)           Without Cause. In the event Executive’s employment with Employer is terminated WithoutCause, Executive shall be entitled to the continuation of his base salary atthe time of termination for the longer of one (1) month or the number ofmonths remaining on the initial term of this Agreement, upon Executive’sexecution of a release of all claims.

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## (c)           For Cause or Executive Resignation.  In the event Executive is terminated forCause, 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, Confidential Information, and CopyrightWorks shall become the property of Employer (or the United States Governmentwhere required by law) whether or not patent or copyright registrationapplications are filed for such subject matter. Executive will 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 or entirely ontime for which Executive was paid by Employer, or using any resources ofEmployer.

 

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## (b)           Transfer of Rights. Executive hereby assigns and transfers to Employer Executive’s entireright, title, and interest in all Inventions, Confidential Information,Copyright Works and Patents prepared, made or conceived by or in behalf ofExecutive (solely or jointly with others): (a) which relate in any way to the actual or anticipated businessof Employer, or (b) which relate in any way to the actual or anticipatedresearch or development of Employer, or (c) which are suggested by orresult, directly or indirectly, from any task assigned to Executive or in whichExecutive otherwise engages in behalf of Employer.  Executive also agrees to do all thingsnecessary to secure Employer’s entire right, title, and interest in and to allsuch Inventions, Confidential Information, Copyright Works or Patents, whetherrequested by Employer or not, on such forms as Employer may provide, at anytime during or after Executive’s employment. Executive will promptly and fully assist Employer during and subsequentto his employment in every lawful way, without personal expense to Executive,to obtain, protect, and enforce Employer’s patent, copyrights, trade secret orother proprietary rights for Inventions, Confidential Information, CopyrightWorks or Patents in any and all countries.

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## (c)           Notice of Rights Under State Statutes. No provision in this Agreement is intended to require assignment of anyof Executive’s rights in an Invention for which no equipment, supplies,facilities, Confidential Information, Copyright Works, Inventions, Patents orinformation of Employer was used, and which was (1) developed entirely onExecutive’s own time; (2) does not relate to the business of Employer orto the actual or demonstrably anticipated research or development of Employer;and (3) does not result from any work performed by Executive for Employeror assigned to Executive by Employer.

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## (d)           Rights in Copyrights. Unless otherwise agreed in writing by Employer, all Copyright Worksprepared wholly or partially by Executive (alone or jointly with others) withinthe scope of his employment with Employer, shall be deemed a “work made forhire” under the copyright laws and shall be owned by Employer.  Executive understands that any assignment orrelease of such works can only be made by Employer.  Executive will do everything reasonablynecessary to enable Employer or its nominee to protect its rights in suchworks.  Executive agrees to execute alldocuments and to do all things necessary to vest in Employer Executive’s rightand title to copyrights in such works. Executive shall not assist or work with any third Party that is not anemployee of Employer to create or prepare any Copyright Works without the priorwritten consent of Employer.

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## (e)           Assistance in Preparation of Applications. Executive will promptly and fully assist, if requested by Employer, inthe preparation and filing of Patents and Copyright Registrations in any and allcountries selected by Employer and will assign to Employer Executive’s entireright, title, and interest in and to such Patents and Copyright Registrations,as well as all Inventions or Copyright Works to which such Patents andCopyright Registrations pertain, to enable any such properties to be prosecutedunder the direction of Employer and to ensure that any Patent or CopyrightRegistration obtained will validly issue to Employer.

 

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## (f)            Execute Documents. Executive will promptly sign any and all lawful papers, take all lawfuloaths, and do all lawful acts, including testifying, at the request ofEmployer, and at no personal expense to Executive, in connection with theprocurement, grant, enforcement, maintenance, exploitation, or defense againstassertion of any patent, trademark, copyright, trade secret or related rights,including applications for protection or registration thereof.  Such lawful papers include, but are notlimited to, any and all powers, assignments, affidavits, declarations and otherpapers deemed by Employer to be necessary or advisable.

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## (g)           Keep Records. Executive will keep and regularly maintain adequate and current writtenrecords of all Inventions, Confidential Information, and Copyright Works heparticipates in creating, conceiving, developing, and manufacturing.  Such records shall be kept and maintained inthe form of notes, sketches, drawings, reports, or other documents relatingthereto, bearing at least the date of preparation and the signatures or name ofeach employee contributing to the subject matter reflected in the record.  Such records shall be and shall remain theexclusive property of Employer and shall be available to Employer at all times.

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## (h)           Return of Documents, Equipment, Etc. All writings, records, and other documents and things comprising,containing, describing, discussing, explaining, or evidencing any Inventions,Confidential Information, or Copyright Works and all equipment, components,parts, tools, and the like in Executive’s custody or possession that have beenobtained or prepared in the course of Executive’s employment with Employershall be the exclusive property of Employer, shall not be copied and/or removedfrom the premises of Employer, except in pursuit of the business of Employer,and shall be delivered to Employer, without Executive retaining any copies,upon notification of the termination of Executive’s employment or at any othertime requested by Employer.  Employershall have the right to retain, access, and inspect all property of Executiveof any kind in the office, work area, and on the premises of Employer upontermination of Executive’s employment and at any time during employment byEmployer, to ensure compliance with the terms of this Agreement.  However,Executive may at all times possess or retain copies of all documents and datapertaining to Executive’s employment, compensation, or contractual rights.

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## (i)            Other Contracts. Executive represents and warrants that he is not a Party to any existingcontract relating to the granting or assignment to others of any interest inInventions, Confidential Information, Copyright Works or Patents hereafter madeby Executive except insofar as copies of such contracts, if any, are attachedto this Agreement.

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## (j)            Prior Conceptions. At the end of this Paragraph, Executive has set forth what he representsand warrants to be a complete list of all Inventions, if any, patented orunpatented, or Copyright Works, including a brief description thereof (withoutrevealing any confidential or proprietary information of any other Party) whichExecutive participated in the conception, creation, development, or making ofprior to his employment with Employer and for which Executive claims full orpartial ownership or other interest, or which are in the physical possession ofa former employer and which are therefore excluded from the scope of thisAgreement.  If there are no suchexclusions 

 

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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****.**  Employer and Executive acknowledge and agreethat while Executive is employed pursuant to this Agreement, he will beprovided with access to Confidential Information, will be provided withspecialized training on how to perform his duties; and will be provided contactwith Employer’s customers and potential customers.  In consideration of all of the foregoing,Employer and Executive agree as follows:

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## (a)           Non-Competition During Employment. Executive agrees that for the duration of this Agreement, he will notcompete with Employer, or any of its Affiliates, by engaging in the conception,design, development, production, marketing, or servicing of any product orservice that is substantially similar to the products or services whichEmployer, or any of its Affiliates, provides, and that he will not work for, inany capacity, assist, or become affiliated with as an owner, partner, etc.,either directly or indirectly (other than as the owner of less than one percent(1%) of the shares of any publicly-traded company), any individual or businesswhich offers or performs services, or offers or provides products substantiallysimilar to the services and products provided by Employer, or any of itsAffiliates.

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## (b)           Non-Competition After Employment. Executive agrees that for a period after termination of his employmentwith Employer for any reason, including expiration of this Agreement,continuing for the longer of three (3) years after the Effective Date orone (1) year after such termination (the “Restricted Period”), he will notcompete with Employer, or any of its Affiliates, in any geographic market whereEmployer, or any of its Affiliates, is selling or providing goods or services,or has sold or provided goods or services during the preceding twelve (12)months, by engaging in the conception, design, development, production,marketing, or servicing of any product or service that is directly competitivewith the products or services which Employer, or any of its Affiliates,provides, and that he will not work for, in any capacity, assist, or becomeaffiliated with as an owner, partner, etc., either directly or indirectly(other than as the owner of less than one percent (1%) of the shares of anypublicly-traded company), any individual or business which offers or performsservices, or offers or provides products directly competitive with the servicesand products provided by Employer, or any of its Affiliates.  Notwithstanding the foregoing, this Section 9(b) shallnot preclude Executive from becoming an employee of, or from otherwiseproviding services to, a separate division or operating unit of amulti-divisional business or enterprise (a “Division”) if: (i) theDivision by which Executive is employed, or to which Executive providesservices, is not competitive with Employer’s business (within the meaning ofthis Section 9(b)), and (ii) Executive does not provide services orinformation relating to the business of Employer, directly or indirectly, toany other division or operating unit of such multi-divisional 

 

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## business or enterprisewhich is competitive with Employer’s business (within the meaning of this Section 9(b)).

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## (c)           Conflicts of Interest.  Executiveagrees that for the duration of this Agreement, he will not knowingly engage,either directly or indirectly, in any Conflict of Interest, and that Executivewill promptly inform a corporate officer of Employer as to each offer receivedby Executive to engage in any such activity. Executive further agrees to disclose to Employer any other facts ofwhich Executive becomes aware which might reasonably be considered to involveor give rise to a Conflict of Interest or potential Conflict of Interest.  Employer acknowledges and agrees thatExecutive’s and Executive’s family’s continued ownership and management ofSarla InfoTech Limited, which is the landlord of premises used by Employer’ssubsidiary in India, shall not constitute a prohibited Conflict of Interest orviolation hereunder.

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## (d)           Non-Solicitation of Customers. Executive further agrees that for the duration of this Agreement, and forthe Restricted Period, he will not solicit or accept any business from anycustomer or client or prospective customer or client of Employer, or any of itsAffiliates, with whom Executive personally dealt or solicited in the lasttwelve (12) months Executive was employed by Employer.

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## (e)           Non-Solicitation of Employees. Executive agrees that for the duration of this Agreement, and for theRestricted Period, he will not either directly or indirectly, on his own behalfor on behalf of others, solicit, attempt to hire, or hire any person employedby Employer, or any of its Affiliates, to work for Executive or for any other entity, firm, corporation, orindividual.

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## (f)            Confidential Information. Executive further agrees that he will not, except as Employer mayotherwise consent or direct in writing, reveal or disclose, sell, use, lectureupon, publish, or otherwise disclose to any third Party any ConfidentialInformation or proprietary information of Employer, or any of its Affiliates,or authorize anyone else to do these things at any time either during orsubsequent to his employment with Employer. This section shall continue in full force and effect after terminationof Executive’s employment and after the termination of this Agreement for anyreason, including expiration of this Agreement. Executive’s obligations under this section of this Agreement withrespect to any specific Confidential Information and proprietary informationshall cease when that specific portion of Confidential Information and proprietaryinformation becomes publicly known, in its entirety and without combiningportions of such information obtained separately.  It is understood that such ConfidentialInformation and proprietary information of Employer, or any of its Affiliates,include matters that Executive conceives or develops, as well as mattersExecutive 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 not used or disclosed anyConfidential Information he may have obtained prior to signing this Agreement,in any way inconsistent with the provisions of this Agreement.

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## (h)           Confidential Information of PriorEmployers.  Executive will not disclose or use during theperiod of his employment with Employer any proprietary or confidentialinformation or copyright works, subject to a confidentiality agreement, 

 

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## which Executive may haveacquired because of employment with an employer other than Employer.

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## (i)            Time Period Tolled. The time periods referenced in this Paragraph during which Executive isrestrained from competing against Employer, or any of its Affiliates, shall notinclude any period of time during which Executive is in breach of those provisionsof this Agreement.  Said time periodsreferenced in this Paragraph will be tolled, such that Employer will receivethe full benefit of the time period in the event Executive breaches thoseprovisions of this Agreement.

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## (j)            Breach.  Executiveagrees that any breach of Paragraphs 9(a), (b), (c), (d), (e) or (f) abovecannot be remedied solely by money damages, and that in addition to any otherremedies Employer may have, Employer is entitled to obtain injunctive reliefagainst Executive.  Nothing herein,however, shall be construed as limiting Employer’s right to pursue any otheravailable remedy at law or in equity, including recovery of damages andtermination of this Agreement.

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## (k)           Independent Covenants. All covenants contained in Paragraph 9 of this Agreement shall beconstrued as agreements independent of any other provision of this Agreement,and the existence of any claim or cause of action by Executive againstEmployer, whether predicated on this Agreement or otherwise, shall notconstitute a defense to the enforcement by Employer of such covenants.

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# 10.           **Right to Enter Agreement****.**  Executiverepresents and covenants to Employer that he has full power and authority toenter into this Agreement and that the execution of this Agreement will not breachor constitute a default of any other agreement or contract to which he is aParty or by which he is bound.

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# 11.           **Assignment****.**  This Agreementmay be assigned by Employer, but cannot be assigned by Executive.

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# 12.           **Binding Agreement****.**  Executiveunderstands that his obligations under this Agreement are binding uponExecutive’s heirs, successors, personal representatives, and legalrepresentatives.

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# 13.           **Notices****.**  All notices pursuant to this Agreement shallbe in writing and sent certified mail, return receipt requested, addressed asfollows:

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|   | If to Executive: | Fenil Shah                            |
|--------|------------------|---------------------------------------|
|   |             | 12 Pinetop Road                       |
|   |             | Barrington, RI  02806                 |
|   |             |                                  |
|   | with a copy to:  | Nutter  McClennen & Fish LLP |
|   |             | World Trade  Center West              |
|   |             | 155 Seaport  Boulevard                |
|   |             | Boston, MA  02210-2604                |

 

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|   |            | Attn: Kenneth  Berman, Esq.  |
|--------|-----------------|-----------------------------------|
|   |            |                              |
|   | 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****.**  No waiver by either Party to this Agreementof any right to enforce any term or condition of this Agreement, or of anybreach hereof, shall be deemed a waiver of such right in the future or of anyother right or remedy available under this Agreement.

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# 15.           **Severability****.**  If anyprovision of this Agreement is determined to be void, invalid, unenforceable,or against public policy, such provisions shall be deemed severable from theAgreement, and the remaining provisions of the Agreement will remain unaffectedand in full force and effect. Furthermore, any breach by Employer of any provision of this Agreementshall not excuse Executive’s compliance with the requirements ofParagraphs 8 or 9, to the extent they are otherwise enforceable.

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# 16.           **Arbitration****.**  In the eventany dispute arises out of Executive’s employment with Employer, or separationtherefrom, which cannot be resolved by the Parties to this Agreement, suchdispute shall be submitted to final and binding arbitration.  The arbitration shall be conducted inaccordance with the American Arbitration Association (“AAA”).  If the Parties cannot agree on an arbitrator,a list of seven (7) arbitrators will be requested from AAA, and thearbitrator will be selected using alternate strikes with Executive strikingfirst.  The cost of the arbitration willbe shared equally by Executive and Employer. Arbitration of such disputes is mandatory and in lieu of any and allcivil causes of action and lawsuits either Party may have against the otherarising out of Executive’s employment with Employer, or separation therefrom;provided, however, that any claim Employer has for breach of the covenantscontained 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 andprovisions contained herein shall constitute the entire agreement between theParties with respect to Executive’s employment with Employer during the timeperiod 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 Agreementmay not be changed or modified or released or discharged or abandoned or otherwiseterminated, in whole or in part, except by an 

 

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# instrument in writing signed by Executive and anofficer or other authorized executive of Employer.

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# 19.           **Understand Agreement****.**  Executiverepresents and warrants that he has read and understood each and everyprovision of this Agreement, and Executive understands that he is free to obtainadvice from legal counsel of choice, if necessary and desired, in order tointerpret any and all provisions of this Agreement, and that Executive hasfreely and voluntarily entered into this Agreement.

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# 20.           **Effective Date****.**  It isunderstood by Executive that this Agreement shall become effective on theEffective Date referenced above, and that the terms of this Agreement shallremain in full force and effect both during the continuation of Executive’semployment and where applicable thereafter; specifically including, but notlimited to the promises made by Executive in Paragraphs 8, 9, and 16,above.

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# 21.           **Governing Law****.**  This Agreementshall be governed by and construed in accordance with the laws of the State ofTexas.

 

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**IN WITNESS WHEREOF,** the Parties have executed this Agreement as of thedate first written above.

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

 

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