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 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, 


 


1

















 


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.


 


4

















 


(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.


 


5

















 


(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 


 


6

















 


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 


 


7

















 


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, 


 


8

















 


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:

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


 


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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/

  	
   

  	
   

  
	
  Snehal Shah

  	
   

  	
   

  	
  Richard Snyder,
  Chairman & CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   October 5, 2007

  	
   

  	
  Dated:

  	
   

  	
   

  	
   

  
								



 


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