Exhibit 10.8


 


SPESCOM SOFTWARE


 


	
   

  	
  

  
	
   

  	
   

  
	
   

  	
  10052 Mesa Ridge Ct., Suite 100

  
	
   

  	
  San Diego, CA 92121-2616

  
	
   

  	
  Tel: 858.625.3000

  
	
   

  	
  Fax: 858.625.3010

  
	
   

  	
  www.spescomsoftware.com

  



 


April 19, 2006


 


Keith Stentiford


315 Sneath Way


Alpine, Ca. 91901


 


Dear Mr. Stentiford:


 


In order to provide you with an incentive to exert your maximum efforts
to complete a change of control (“Change in Control”) in the ownership of
Spescom Software Inc. (the “Company”) that will be beneficial to the
shareholders of the Company, and in order to retain your services through and
after the time that a Change in Control has occurred, the Company agrees to
offer you a retention bonus (“Retention Bonus”) and severance benefits subject
to the terms contained in this letter agreement (“Agreement”).


 


1.             The Retention Bonus
will be equal to five percent (5%) of the Net Acquisition Proceeds of any
Change in Control of the Company and will be payable in cash or securities of
the acquiring entity (the “Acquiror”), or a combination thereof, subject to
Sections below;  provided, however, that
the minimum Retention Bonus payable shall be $200,000 (regardless of Net
Acquisition Proceeds);  and provided
further, that at least 50% of the Retention Bonus will be paid in the form of
cash.


 


2.             You will have the
right to demand that all or some portion of any cash component of the Retention
Bonus be paid in the form of securities of the Acquiror to the extent that the
Net Acquisition Proceeds consists of securities of the Acquiror.


 


3.             In the event that
you are not employed by the Company or the Acquiror after the Change in
Control, the Company agrees to redeem, or to cause the redemption of, for cash,
any non-marketable securities of the Acquiror that were paid as part of the
Retention Bonus within twelve (12) months after the Closing (the specific
timing of such redemption to be determined by the Company, in its sole
discretion). Such redemption shall be at a price equal to the fair market value
of the securities redeemed at the time of redemption, as reasonably determined
by the Acquiror.


 

















 


4.             In the event that
the Company and the Acquiror agree, after the execution of a definitive
agreement to enter into a Change in Control, but before the Closing of such
Change in Control, that your services to the Company no longer are required and
you thereby are terminated without Cause, you still shall be entitled to
receive the Retention Bonus described in Section 1 above, provided that the
Change in Control is consummated, and provided further that payment of the
Retention Bonus shall be made simultaneous with the Closing.


 


5.             In addition to the
Retention Bonus, you will be entitled to (i) severance benefits equal to twelve
(12) months of your Base Salary, paid in installments based on the Company’s
standard payroll procedures and (ii) continued participation in the Company’s
health (payment by the Company of your COBRA premiums less the Company’s
standard employee insurance contributions) 
and other welfare plans (or comparable health and welfare plans of the
Acquiror) for a period of twelve (12) months after the Closing, in any one of
the following circumstances:


 


	
  (a)

  	
   

  	
  You are not offered employment at the
  Company or with the Acquiror after the Change in Control;

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  You are not offered employment at the
  Company or with the Acquiror after the Change in Control in a position with
  duties and responsibilities that are comparable to those of your current
  position and you decline the offered position; or

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Relocation that increases your commute by
  more than twenty five (25) miles is required to ensure continued employment
  following a Change in Control and you decline to relocate thus terminating
  your employment.

  



 


6.             In the event that
you accept employment with the Company or with the Acquiror after the Change in
Control and are terminated without Cause within twelve (12) months following
the Closing, you will be entitled to (i) severance benefits equal to twelve
(12) months of your Base Salary, paid in installments based on the Company’s
standard payroll procedures and (ii) continued participation in the Company’s
health (payment by the Company of your COBRA premiums less the Company’s
standard employee insurance contributions) and other welfare plans (or
comparable health and welfare plans of the Acquiror) for a period of twelve
(12) months after the date of termination.


 


7.             Notwithstanding
anything contained herein to the contrary, your entitlement to the severance
benefits described in Sections 5 and 6 is conditioned upon your execution of an
effective release of claims (“Release”) and separation agreement (“Separation
Agreement”) containing such restrictive covenants (including, without
limitation, non-competition, non-solicitation and non-disclosure covenants) as
the Company lawfully may impose.


 


8.             The following definitions
apply for purposes of this Agreement:


 


	
  (a)

  	
   

  	
  “Base Salary”
  means your base salary in effect immediately prior to the Closing.

  



 

















 


	
  (b)

  	
   

  	
  “Board” means the
  Board of Directors of the Company.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  “Cause” means (A)
  a material breach by you of any of the terms of the Release or Separation
  Agreement; (B) any act of misappropriation, embezzlement, fraud or similar
  conduct involving the Company; (C) the conviction or the plea of nolo
  contendere or the equivalent in respect of a felony involving moral turpitude;
  (D) intentional infliction of any damage of a material nature to any
  property of the Company; or (E) any intentional act by you that has a
  material detrimental effect on the reputation or business of the Company.

  
	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  “Change in Control”
  means a transaction or related series of transactions involving the sale or
  exchange of more than fifty percent (50%) of the stock or assets of the
  Company so that the management and operation of the Company is controlled by
  one shareholder or group of shareholders which is different than those
  shareholders controlling the management and operation of the Company prior to
  the Change of Control.

  
	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  “Closing” means
  the closing of a transaction constituting a Change in Control.

  
	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  “Net Acquisition Proceeds”
  means the sum of all cash and/or the market value of any securities received
  by the Company upon a Change in Control, reduced (1) by the selling and
  other transactional expenses incurred as a result of the Change in Control
  and (2) by the liabilities of the Company, if any, retained by the
  Company’s selling shareholders (not including any liabilities created as a
  result of this Agreement); provided, however, that the deferred dividend and
  related interest payable to Spescom Ltd. on its Series F Preferred Stock and any payables owed to Spescom
  Ltd.excluding the 10% promissory notes and related accrued interest,
  shall not be deemed to be a liability of the Company retained by the
  Company’s selling shareholders. Proceeds received with respect to any contingent payments in any transaction constituting a
  Change in Control, less any related expenses and liabilities as discussed
  above, shall be included in the determination of Net Acquisition Proceeds and
  additional payments under the Agreement shall be distributed as such
  contingent payments are received.

  



 


9.             The determination
of whether a Change in Control has occurred, the determination of Net
Acquisition Proceeds, the calculation of the Retention Bonus, and the
determination of the form in which the Retention Bonus is payable shall be made
by the Board subject to the terms of this Agreement.


 

















 


10.           The amounts payable
pursuant to this Agreement are not intended to have an impact on any other
compensatory arrangements or employee benefit plans under which you may be
entitled to benefits.


 


11.           The Company shall
not be obligated to make any payment pursuant to this Agreement unless and
until any tax withholding requirement is satisfied.


 


12.           All questions
regarding the construction, validation and interpretation of this Agreement
will be governed by the law of the State of California.


 


 


Please indicate your consent and agreement to the foregoing by signing
where indicated below.


 


Sincerely,


 


 


Spescom Software Inc.


 


 


	
   

  	
  By:

  	
    /s/ Michael Silverman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
      Michael Silverman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman, Board of Directors

  	
   

  
								



 


AGREED AND ACCEPTED


 


this 3rd day of May , 2006


 


	
  By:

  	
    /s/ Keith Stentiford

  	
   

  
	
   

  	
       Keith Stentiford