exv10w97



 




EXHIBIT 10.97



April 15, 2003



Jim J. Flatley



Jim,



[ASPECT LOGO]



We are pleased to offer you employment at Aspect Communications Corporation as
President, Sales and Services, reporting to me, with an anticipated start date
of as soon as possible.



Your starting salary will be $29,166.66 per month, which will be paid
bi-weekly.
This base salary is equivalent to approximately $350,000 per year. You will be
eligible to receive incentive bonuses targeted at $262,000 annually, to be paid
as follows:





	 	a.	 	$50,000 guaranteed annual bonus, paid in equal quarterly amounts of
$12,500, for your first two (2) years of employment.
	 
	 	b.	 	Aspect Executive Incentive Plan. Under this plan you may be eligible
to receive an annual cash bonus targeted at $212,000. The amount of
your bonus will be based on the Company’s performance and your
completion of, or contribution to, performance milestones on your
annual goals.
	 
	 	c.	 	In your first year $106,000 of the $212,000 incentive will be
guaranteed, such that $53,000 will be payable after 6 months of
employment and the remaining $53,000 payable at your one-year
anniversary.
	 
	 	d.	 	Therefore, your annual target compensation will be $612,000.



We will recommend to the Plan Administrator of the Company’s Stock Option Plan
that you be granted options to purchase 350,000 shares of Aspect Communications
Corporation Common Stock. These options are granted on your start date. The
grant price will be the closing price on your start date as quoted in the Wall
Street Journal. In addition, you will be granted an additional 200,000 shares
one year from your hire date assuming mutually agreed upon objectives are met.
The strike price for the additional 200,000 shares shall be the Wall Street
Journal market closing price on your one-year anniversary. All options will
vest
over four years: twenty-five percent (25%) will become exercisable on the first
anniversary of the initial grant date, and the balance will vest in equal
increments monthly over the remaining three-year period. Should your employment
terminate for any reason, your options will cease to continue to vest as of
your
termination. Complete details of the stock option agreement will be provided to
you upon approval of our options.



Further, you are also being offered a change in control agreement, which
accompanies this letter.



In addition to your base salary and incentive bonuses, as additional executive
benefit, you will be eligible for up to $3500.00 per year in executive expense
reimbursement for any combination of the following:





	 	•	 	Personal income tax preparation
	 
	 	•	 	Financial and estate planning
	 
	 	•	 	Personal physical exam



Aspect Communications

1310 Ridder Park Drive

San Jose, CA 95131-2313

tel (408) 325-2200

fax (408) 325-2260

www.aspect.com


 







 


James J. Flatley

Page 2 of 3


(ASPECT LOGO)



This offer of employment is contingent upon the following:





	•	 	Your ability to provide and maintain the proper and necessary documentation
required for you and Aspect to comply with all applicable United States
immigration laws and regulations. Please be prepared on your first day of
employment to show specific documentation to certify your legal right to
work
in the United States. Enclosed is a complete listing of acceptable forms
of
documentation. If you are a foreign national requiring work authorization
to
begin employment, you must contact the Aspect Immigration Department at
(408)
325-4102 or jang.im@aspect.com to initiate the visa process. Aspect will
submit a petition on your behalf to obtain employment authorization, and
will
file visa applications for your immediate dependent family members. Aspect
will pay the legal fees and costs related to these filings. Because the
number
of work visas available each year is limited by the U.S. government,
Aspect
reserves the right to withdraw or suspend this offer if the Company is not
able to obtain work authorization for you in six (6) months of initial
filing
or if your petition is rejected by the proper government authorities
Should
economic conditions affecting Aspect’s workforce change prior to obtaining
employment authorization; Aspect reserves the right to rescind this offer.
Please note that if you currently have employment authorization such as
practical, curricular or academic training (F-1 or J-1), you must contact
the
Aspect Immigration Department before beginning employment.
	 
	•	 	Your execution (signature) of the Aspect Employee Agreement which protects
the
intellectual property and confidential information of Aspect, and
prohibits
the unauthorized use of the intellectual property and confidential
information
of any other company.
	 
	•	 	The satisfactory review and/or verification of background information,
including, but not limited to, prior employment, reference checks,
education,
Department of Motor Vehicles, Social Security, and criminal records.
	 
	•	 	The satisfactory review and completion of professional references submitted
to
Aspect Communications by you.



We are looking forward to working with you at Aspect, being part of a Company
that provides great value to its customers and employees. I believe that you
have much to offer and much to gain in joining us. If you have any questions
regarding this offer or the enclosed documents, please contact John Viera at
408-325-4972 or e-mail at john.viera@aspect.com.



Your employment will be based on the mutual consent of you and Aspect
Communications. Accordingly, either you or the Company can terminate the
employment relationship at will with or without cause of advance notice, at any
time. Only the CEO of the Company has the authority to change the at-will
nature of your employment with Aspect Communications, which must be done in a
written agreement expressly for that purpose.



This letter is the complete and entire expression of our offer of employment
and supersedes all other information, whether written or oral, concerning your
employment offer with Aspect Communications Corporation. This offer is valid
only if signed by an authorized Aspect agent.



 







 


James J. Flatley

Page 3 of 3


Please indicate your acceptance of this offer by signing and returning it to
John Viera immediately.




	 	 	 
	Sincerely,

/s/ Beatriz V. Infante



Beatriz V. Infante

Chairman, President and CEO	 	
 
	 	 	 
	[ASPECT LOGO]	 	 



I have read, understand and agree to the terms and conditions set forth above.




	 	 	 	 	 
	/s/ Jim Flatley


Jim Flatley	 	 


Date
	 	 	 	 	 
	Start Date:	 	
April 23, 2003	 	 
	 	 	

	 	 
	 	 	 	 	 
	Enclosures