Exhibit 10.42


 


EMPLOYMENT AGREEMENT


 


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


 


R  E  C  I  T  A
L  S:


 


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


 


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


 


WHEREAS, in connection with his employment under this
Agreement, Executive will be granted access to Employer’s Confidential
Information.


 


NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is AGREED as follows:


 


1.             Purpose.  The purpose of this Agreement is to formalize
the terms and conditions of Executive’s employment with Employer. The recitals
contained herein represent both Parties’ intentions with respect to the terms
and conditions covered and cannot be amended during the term of the Agreement
except by written addendum to the Agreement signed by both Parties.


 


2.             Definitions.  For the
purposes of this Agreement, the following words shall have the following
meanings:


 


(a)           “Affiliate” means any entity controlled
by Employer either solely or jointly.


 


(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) any act by Executive constituting a
felony or otherwise involving theft, fraud, dishonesty, or moral turpitude; (4) gross
negligence or willful misconduct on 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 fiduciary obligations to Employer.


 


(c)           “Confidential Information” means
information (1) disclosed to or known by Executive as a consequence of or
through his employment with Employer; (2) not generally known outside
Employer; and (3) which relates to any aspect of Employer or any of its
Affiliates, or their business, research, or development.  “Confidential Information” includes, but is
not limited to, Employer’s or any of its Affiliates’ trade secrets, proprietary
information, information related to current or developing patents or patent
applications, business plans, marketing plans, financial information,
compensation and benefit information, cost and pricing information, customer
contacts, suppliers, 


 


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vendors,
and information provided to Employer or any of its Affiliates by a third Party
under restrictions against disclosure or use by Employer or others.


 


(d)           “Conflict of Interest” means any activity
in which a personal interest of Executive could reasonably be expected to
adversely affect Employer or its affiliates, including ownership of a material
interest in any supplier, contractor, distributor, subcontractor, customer, or
other entity with which Employer does business.


 


(e)           “Copyright Works” are materials for which
copyright protection may be obtained including, but not limited to:  literary works (including all written
material), 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 the
form or manner in which documented or recorded.


 


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


 


3.             Duration.  This Agreement shall continue for one (1) year
from the Effective Date.  If this
Agreement 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 terms
and conditions contained herein.


 


4.             Duties and Responsibilities.  Upon execution
of this Agreement, Executive shall diligently render his services to Employer
in accordance with Employer’s directives, and shall use his best efforts and
good faith in accomplishing such directives. 
While Executive’s primary responsibility and focus will be to fulfill
the duties of his position as Vice President and Co-General Manager, Executive
agrees to perform such additional tasks and perform such duties as are assigned
by Employer to Executive that are consistent with the business objectives of
the Company and Executive’s skills and abilities.  Executive shall report to the Company’s
Chairman and CEO, Richard Snyder. 
Throughout his employment 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 could reasonably be expected to interfere with such efforts,
and not to perform services for any other employer or become
self-employed.  Employer acknowledges and
agrees 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 and
assistance to family businesses that do not constitute a Conflict of Interest,
and which in the aggregate do not materially interfere with Executive’s
full-time efforts, shall not be prohibited or a violation hereunder.


 


5.             Compensation and Benefits.  In return for
the services to be provided by Executive pursuant 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.


 


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


 


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


 


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


 


(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 the
Friday thereafter, Christmas Day, and New Year’s Day).


 


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


 


(g)           Personal Time Off. 
Executive will be provided with paid time off each year in accordance with
Employer’s Paid Time Off (PTO) policy, to be used for vacation or other
personal reasons, which may be taken with the approval of 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 not taken by
Executive during the calendar year shall not be carried over to the following
year.


 


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


 


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


 


6.             Termination.


 


(a)           Employer may terminate Executive’s
employment upon his death, or if he is unable to perform the essential
functions of his position 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’s
employment immediately for “Cause.”


 


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


 


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


 


7.             Severance.  Executive
shall be entitled to the following compensation upon termination of his
employment.  The Parties agree that no
other contractual damages shall be available.


 


(a)           Death, Disability, Expiration of
Agreement.  In the event Executive’s employment is
terminated 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 upon
execution of a release of all claims.


 


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


 


(c)           For Cause or Executive Resignation.  In the event Executive is terminated for
Cause, or if Executive resigns, Executive is not entitled to any additional
compensation from Employer.


 


8.             Inventions, Confidential Information, Patents, and
Copyright Works.


 


(a)           Notification of Company. 
Upon conception, all Inventions, Confidential Information, and Copyright
Works shall become the property of Employer (or the United States Government
where required by law) whether or not patent or copyright registration
applications are filed for such subject matter. 
Executive will communicate to Employer promptly (no later than three (3) business
days) and fully all Inventions, or suggestions (whether or not patentable), all
Confidential Information or Copyright Works made, designed, created, or
conceived by Executive (whether made, designed, created, or conceived solely by
Executive or jointly with others) during his employment with Employer:  (a) which relate to the actual or
anticipated business, research, activities, or development of Employer at the
time of the conception; or (b) which result from or are suggested by any
work which Executive has done or may do for or on behalf of Employer; or (c) which
are developed, tested, improved, or investigated either in part or entirely on
time for which Executive was paid by Employer, or using any resources of
Employer.


 


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(b)           Transfer of Rights. 
Executive hereby assigns and transfers to Employer Executive’s entire
right, title, and interest in all Inventions, Confidential Information,
Copyright Works and Patents prepared, made or conceived by or in behalf of
Executive (solely or jointly with others): 
(a) which relate in any way to the actual or anticipated business
of Employer, or (b) which relate in any way to the actual or anticipated
research or development of Employer, or (c) which are suggested by or
result, directly or indirectly, from any task assigned to Executive or in which
Executive otherwise engages in behalf of Employer.  Executive also 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 forms as Employer may provide, at any
time during or after Executive’s employment. 
Executive will promptly and fully assist Employer during and subsequent
to his employment in every lawful way, without personal expense to Executive,
to obtain, protect, and enforce Employer’s patent, copyrights, trade secret or
other proprietary rights for Inventions, Confidential Information, Copyright
Works or Patents in any and all countries.


 


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


 


(d)           Rights in Copyrights. 
Unless otherwise agreed in writing by Employer, all Copyright Works
prepared wholly or partially by Executive (alone or jointly with others) within
the scope of his employment with Employer, shall be deemed a “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 be made by Employer.  Executive will do everything reasonably
necessary to enable Employer or its nominee to protect its rights in such
works.  Executive agrees to execute all
documents and to do all things necessary to vest in Employer Executive’s right
and title to copyrights in such works. 
Executive shall not assist or work with any third Party that is not an
employee of Employer to create or prepare any Copyright Works without the prior
written consent of Employer.


 


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


 


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(f)            Execute Documents. 
Executive will promptly sign any and all lawful papers, take all lawful
oaths, and do all lawful acts, including testifying, at the request of
Employer, and at no personal expense to Executive, in connection with the
procurement, grant, enforcement, maintenance, exploitation, or defense against
assertion of any patent, trademark, copyright, trade secret or related rights,
including applications for protection or registration thereof.  Such lawful papers include, but are not
limited to, any and all powers, assignments, affidavits, declarations and other
papers deemed by Employer to be necessary or advisable.


 


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


 


(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 been
obtained or prepared in the course of Executive’s employment with Employer
shall be the exclusive property of 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 to Employer, without Executive retaining any copies,
upon notification of the termination of Executive’s employment or at any other
time requested by Employer.  Employer
shall have the right to retain, access, and inspect all property of Executive
of any kind in the office, work area, and on the premises of Employer upon
termination of Executive’s employment and at any time during employment by
Employer, to ensure compliance with the terms of this Agreement.  However,
Executive may at all times possess or retain copies of all documents and data
pertaining to Executive’s employment, compensation, or contractual rights.


 


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


 


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


 


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


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive’s
  Prior Conceptions

  



 


9.             Non-Competition, Non-Solicitation, and
Confidentiality.  Employer and Executive acknowledge and agree
that while Executive is employed pursuant to 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 as follows:


 


(a)           Non-Competition During Employment. 
Executive agrees that for the duration of this Agreement, he will not
compete with Employer, or any of its Affiliates, by engaging in the conception,
design, development, production, marketing, or servicing of any product or
service that is substantially similar to the products or services which
Employer, or any of its Affiliates, provides, and that he will not 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 less than one percent
(1%) of the shares of any publicly-traded company), any individual or business
which offers or performs services, or offers or provides products substantially
similar to the services and products provided by Employer, or any of its
Affiliates.


 


(b)           Non-Competition After Employment. 
Executive agrees that for a period after termination of his employment
with Employer for any reason, including expiration of this Agreement,
continuing for the longer of three (3) years after the Effective Date or
one (1) year after such termination (the “Restricted Period”), he will not
compete with Employer, or any of its Affiliates, in any geographic market where
Employer, 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 competitive
with the products or services which Employer, or any of its Affiliates,
provides, and that he will not 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 less than one percent (1%) of the shares of any
publicly-traded company), any individual or business which offers or performs
services, or offers or provides products directly competitive with the services
and products provided by Employer, or any of its Affiliates.  Notwithstanding the foregoing, this Section 9(b) shall
not preclude Executive from becoming an employee of, or from otherwise
providing services to, a separate division or operating unit of a
multi-divisional business or enterprise (a “Division”) if: (i) the
Division by which Executive is employed, or to which Executive provides
services, is not competitive with Employer’s business (within the meaning of
this Section 9(b)), and (ii) Executive does not provide services or
information relating to the business of Employer, directly or indirectly, to
any other division or operating unit of such multi-divisional 


 


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


 


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


 


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


 


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


 


(f)            Confidential Information. 
Executive further agrees that he will not, except as Employer may
otherwise consent or direct in writing, reveal or disclose, sell, use, lecture
upon, publish, or otherwise disclose to any third Party any Confidential
Information or proprietary information of Employer, or any of its Affiliates,
or authorize anyone else to do these things at any time either during or
subsequent to his employment with Employer. 
This section shall continue in full force and effect after termination
of Executive’s employment and after the termination of this Agreement for any
reason, including expiration of this Agreement. 
Executive’s obligations under this section of this Agreement with
respect to any specific Confidential Information and proprietary information
shall cease when that specific portion of Confidential Information and proprietary
information becomes publicly known, in its entirety and without combining
portions of such information obtained separately.  It is understood that such Confidential
Information and proprietary information of Employer, or any of its Affiliates,
include matters that Executive conceives or develops, as well as matters
Executive learns from other employees of Employer, or any of its Affiliates.


 


(g)           Prior Disclosure. 
Executive represents and warrants that he has not used or disclosed any
Confidential Information he may have obtained prior to signing this Agreement,
in any way inconsistent with the provisions of this Agreement.


 


(h)           Confidential Information of Prior
Employers.  Executive will not disclose or use during the
period of his employment with Employer any proprietary or confidential
information or copyright works, subject to a confidentiality agreement, 


 


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which Executive may have
acquired because of employment with an employer other than Employer.


 


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


 


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


 


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


 


10.           Right to Enter Agreement.  Executive
represents and covenants to Employer that he has full power and authority to
enter into this Agreement and that the execution of this Agreement will not breach
or constitute a default of any other agreement or contract to which he is a
Party or by which he is bound.


 


11.           Assignment.  This Agreement
may be assigned by Employer, but cannot be assigned by Executive.


 


12.           Binding Agreement.  Executive
understands that his obligations under this Agreement are binding upon
Executive’s heirs, successors, personal representatives, and legal
representatives.


 


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


 


	
   

  	
  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 Agreement
of any right to enforce any term or condition of this Agreement, or of any
breach hereof, shall be deemed a waiver of such right in the future or of any
other right or remedy available under this Agreement.


 


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


 


16.           Arbitration.  In the event
any dispute arises out of Executive’s employment with Employer, or separation
therefrom, which cannot be resolved by the Parties to this Agreement, such
dispute shall be submitted to final and binding arbitration.  The arbitration shall be conducted in
accordance 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 the
arbitrator will be selected using alternate strikes with Executive striking
first.  The cost of the arbitration will
be shared equally by Executive and Employer. 
Arbitration of such disputes is mandatory and in lieu of any and all
civil causes of action and lawsuits either Party may have against the other
arising out of Executive’s employment with Employer, or separation therefrom;
provided, however, that any claim Employer has for breach of the covenants
contained in Paragraphs 8 and 9 of this Agreement shall not be subject to mandatory
arbitration, and may be pursued in a court of law or equity.


 


17.           Entire Agreement.  The terms and
provisions contained herein shall constitute the entire agreement between the
Parties with respect to Executive’s employment with Employer during the time
period covered by this Agreement.  This
Agreement replaces and supersedes any and all existing agreements entered into
between 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.


 


18.           Modification of Agreement.  This Agreement
may not be changed or modified or released or discharged or abandoned or otherwise
terminated, in whole or in part, except by an 


 


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instrument in writing signed by Executive and an
officer or other authorized executive of Employer.


 


19.           Understand Agreement.  Executive
represents and warrants that he has read and understood each and every
provision of this Agreement, and Executive understands that he is free to obtain
advice from legal counsel of choice, if necessary and desired, in order to
interpret any and all provisions of this Agreement, and that Executive has
freely and voluntarily entered into this Agreement.


 


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


 


21.           Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Texas.


 


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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date 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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