exv10w99



 




EXHIBIT 10.99



[ASPECT LOGO]


     This letter agreement (the “Agreement”) is to confirm the terms of your
employment with Aspect Communications Corporation (the “Company”) and
supersedes and replaces all prior oral and/or written agreements regarding the
subject matter hereof between you and the Company.


     1.     This Agreement will commence on the date hereof and continue until
February 28, 2004 (the “Original Term”), unless extended for one or more
additional one-year terms upon mutual written agreement between you and the
Company or unless terminated pursuant to the terms described herein. In no way
limiting the foregoing, if the Company has not affirmatively renewed or
terminated this Agreement as of the expiration of the Original Term or any
extension thereof, this Agreement will be extended for a series of successive
one month periods, pending an affirmative decision by the Company to either
renew or not renew the Agreement. Affirmative renewal or termination by the
Company shall be evidenced by the adoption of resolutions by the Compensation
Committee of the Board of Directors of the Company (the “Committee”), or
alternatively, by the Board of Directors. In addition, in the event that the
Company has entered into discussions with a third party regarding a Change of
Control in the beneficial ownership of the Company (as defined below) and such
Change of Control discussions are ongoing at the end of the Original Term or
any extension (including any one month extension as provided for above), this
Agreement automatically shall be extended until the later of (a) the end of a
period of eighteen (18) months following the closing of such Change of Control
transaction or (b) the time that the parties have ceased their discussions.


     2.     Your title, reporting structure, job duties and responsibilities are
described on Exhibit A attached hereto. As a condition to your continuing
employment, you agree to execute and comply with the terms of the Confidential
Information and Invention Assignment Agreement (the “Employee Agreement”)
that is attached to this Agreement as Exhibit B. You agree to the best of your
ability and experience that you will, to the reasonable satisfaction of the
Company and its Board, at all times loyally and conscientiously perform all of
the duties and obligations required of you pursuant to the terms of this
Agreement; provided, however, that you shall not


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be precluded from engaging in civic, charitable or religious activities, or from
serving on the boards of directors of other business entities with the prior
written approval of the Board of Directors of the Company (the “Board”), so long
as such activities or service do not interfere with your responsibilities to the
Company hereunder. You will comply with and be bound by the Company’s operating
policies, procedures and practices in effect from time to time during the term
of your employment. You will devote your best efforts to the interest of the
Company and will not engage in other employment with any Company customer,
competitor or supplier without the prior written consent of the Company’s Board
of Directors. You will not accept any other position if such position will
impair your ability to fulfill your obligations to the Company.


     3.     You acknowledge that your employment is and will continue to be
at-will, meaning that your employment with the Company may be terminated by
either you or the Company at any time for any or no reason, with or without
cause, and with or without notice. If your employment terminates for any reason,
you will not be entitled to any payments, benefits, damages, award or
compensation other than as provided in this Agreement. Notwithstanding the
foregoing, upon the termination of your employment for any reason, you still
shall have the right to receive (i) payment of regular base salary and any
unpaid target bonus, in either case as earned but unpaid through the date of
termination, (ii) payment of all of your accrued and unused vacation through the
date of termination, (iii) following your submission of proper expense reports,
reimbursement by the Company for all expenses reasonably and necessarily
incurred by you in connection with the business of the Company prior to
termination, (iv) vested contributions and earnings from the Company’s 401(k)
plan, and (v) any post-termination benefits under the Company’s then-applicable
employee benefit plans, policies or arrangements in accordance with the terms of
such plans, policies and arrangements. Any payments described in this paragraph
shall be made promptly upon termination, but in the event in compliance with
applicable law and any applicable terms of the Company’s plans, policies, and
arrangements. The rights and duties created by this paragraph may not be
modified in any way except by a written agreement executed by Chairman of the
Board (COB), President & Chief Executive Officer (CEO) and the Board of
Directors on behalf of the Company.


     4.     If your employment is terminated by the Company without Cause (as
defined below) and other than as a result of your death or disability, or if
your employment is terminated by you as a result of a Constructive Termination
(as defined below), in either case in the period of time beginning three (3)
months prior to the effective date of a Change of Control and ending thirteen
(13) months following the effective date of a Change of Control, then,


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subject to your obligations and such other terms and conditions as described
herein, including without limitation those set forth in Sections 8, 18 and 19
below, the Company will provide you with the following severance benefits:



          (a) The Company will continue to pay you your regular base salary plus
your annual target bonus (at the rate that is in effect on the date of your
termination or as of immediately prior to the effective date of the Change of
Control, whichever is greater), pursuant to the Company’s regular payroll
schedule for a period of eighteen (18) months (the “Severance Period”).




          (b) Provided that you make a timely election to continue coverage under
the Company’s group medical insurance plans pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the applicable
premiums for you and your eligible dependents for such continued coverage for
the lesser of eighteen (18) months or until you become eligible for comparable
group medical insurance benefits from another employer or are otherwise
ineligible for COBRA continuation coverage. Nothing in this Section 4 shall
restrict the ability of the Company or its successor from changing some or all
of the terms of such health insurance benefits, provided that all similarly
situated participants are treated the same.




          (c) With respect to any stock option you hold that is not otherwise fully
exercisable and vested as of the termination date, such stock options will
become fully vested as of immediately prior to the termination of your
employment with the Company, and will thereafter become exercisable as to those
shares that become vested pursuant to this Section 4(c) over the Severance
Period in eighteen (18) equal monthly installments, such that, subject to your
continued compliance with the terms of this Agreement throughout the Severance
Period, these stock options will be fully vested and exercisable as of the end
of the Severance Period. If the Company determines at any point during the
Severance Period that you are not in compliance with your obligations pursuant
to this Agreement, you will have no right to exercise the stock options as to,
and you will forfeit all right, title and interest in or to, any shares which,
pursuant to this Section 4(c), have not become


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exercisable as of the first date on which you were not in
compliance with such obligations. In connection with this Section
4(c), the Company will amend your current stock options to
provide that such awards will be exercisable as to any vested
                     shares following the termination of your employment until the
later of ninety (90) days following your termination date, or, if
you are eligible for acceleration of vesting and exercisability
pursuant to this Section 4(c), until the ninetieth (90th) day
following the date on which the final installment of each
respective stock option became exercisable. In no event shall any
stock option subject to this Section 4(c) be exercisable
following the expiration of the original term of such stock
option.



          Notwithstanding the foregoing, you shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
employment or otherwise nor, except for your eligibility for COBRA continuation
coverage set forth in b.) above and except as set forth in Sections 18 and 19
below, shall the amount of any payment or benefit provided for in this paragraph
be reduced or otherwise affected by any compensation or benefits received by you
as a result of employment by another employer or self-employment, by any
retirement benefits regardless of source, by offset against any amount claimed
to be owed by you to the Company, or otherwise. Any severance benefits
described herein will be subject to applicable tax withholdings.



     5.     In the event that the severance benefits provided to you by this
Agreement (i) constitute “parachute payments” within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any
comparable successor provisions, and (ii) but for this paragraph would be
subject to the excise tax imposed by Section 4999 of the Code, or any
comparable successor provisions (the “Excise Tax”), then your benefits
hereunder shall be either




	 	(i)	 	provided to you in full, or
	 
	 	(ii)	 	provided to you as to such lesser extent which would result in no
portion of such benefits being subject to the Excise Tax,



whichever of the foregoing amounts, when taking into account applicable
federal, state, local and foreign income and employment taxes, the Excise Tax,
and any other applicable taxes, results in the receipt by you, on an after-tax
basis, of the greatest amount of benefits, notwithstanding that all or some


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portion of such benefits may be taxable under the Excise Tax. Unless the Company
and you agree otherwise in writing, any determination required under this
paragraph shall be made in writing in good faith by a qualified third party (the
“Professional Service Firm”). In the event of a reduction of benefits hereunder,
you shall be given the choice of which benefits to reduce, in the event that the
reduction to zero dollars (0$) of all benefits paid in cash is insufficient to
avoid liability under the Excise Tax. For purposes of making the calculations
required by this paragraph, the Professional Service Firm may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of the Code,
and other applicable legal authority. The Company and you shall furnish to the
Professional Service Firm such information and documents as the Professional
Service Firm may reasonably request in order to make a determination under this
Section 5. The Company shall bear all costs the Professional Service Firm may
reasonably incur in connection with any calculations contemplated by this
paragraph.


     If, notwithstanding any reduction described in this paragraph, the Internal
Revenue Service (“IRS”) determines that you are liable for the Excise Tax as a
result of the receipt of the payment of benefits described above, then you shall
be obligated to pay back to the Company, within thirty (30) days after a final
IRS determination or in the event that you challenge the final IRS
determination, a final judicial determination, a portion of the payment equal to
the “Repayment Amount.” The Repayment Amount with respect to the payment of
benefits shall be the smallest amount, if any, as shall be required to be paid
to the Company so that your net after-tax proceeds with respect to any payment
of benefits (after taking into account the payment of the Excise Tax and all
other applicable taxes imposed on such payment) shall be maximized. The
Repayment Amount with respect to the payment of benefits shall be zero if a
Repayment Amount of more than zero would not result in your net after-tax
proceeds with respect to the payment of such benefits being maximized. If the
Excise Tax is not eliminated pursuant to this paragraph or otherwise pursuant to
this Section 5, then you shall pay the Excise Tax and the Company shall not bear
any liability to you or any other party for taxes, interest, penalties or
additions to tax as a result of your being subject to the Excise Tax. To the
extent that the Company becomes liable to any party for any amount as a result
of your being subject to the Excise Tax, you shall indemnify the Company for
such amount.


     Notwithstanding any other provision of this paragraph, if (i) there is a
reduction in the payment of benefits as described in this paragraph, (ii) the
IRS later determines that you are liable for the Excise Tax, the payment of
which would result in the maximization of your net after-tax proceeds
(calculated as if your benefits previously had not been reduced), and


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(iii)  you pay the Excise Tax, then the Company shall pay to you those benefits
which were reduced pursuant to this paragraph contemporaneously or as soon as
administratively possible after you pay the Excise Tax so that your net
after-tax proceeds with respect to the payment of benefits is maximized.


     6.     For purposes of this Agreement, the following definitions will apply:



          (a) “Cause” for your termination will exist if the Company
terminates your employment for any of the following reasons: (i) you willfully
fail to substantially perform your duties hereunder (other than any such
failure due to your physical or mental illness), and such willful failure is
not remedied within ten (10) business days after written notice, which written
notice shall state that failure to remedy such conduct may result in an
involuntary termination for Cause; (ii) you engage in willful and serious
misconduct (including, but not limited to, an act of fraud or embezzlement
against the Company) that has caused or is reasonably expected to result in
material injury to the Company or any of its affiliates, or any act that
constitutes any knowing misrepresentation involving or related to the Company’s
financial statements, (iii) you are convicted of or enter a plea of guilty or
nolo contendere to a crime that constitutes a felony related to your employment
with the Company or a crime that materially adversely affects your ability to
perform your duties on behalf of the Company, or (iv) you willfully breach any
of your obligations hereunder or under any other written agreement or covenant
with the Company or any of its affiliates, including, but not limited to, the
Employee Agreement, and such willful breach is not remedied within ten (10)
business days after written notice from the Company’s Chief Executive Officer
or the Board of Directors, which written notice shall state that failure to
remedy such conduct may result in an involuntary termination for Cause.




          (b) “Change of Control” will mean (i) a dissolution or liquidation of
the Company; (ii) a sale, lease or other disposition of all or substantially
all of the assets of the Company so long as the Company’s stockholders of
record immediately prior to such transaction will, immediately after such
transaction, fail to possess direct or indirect beneficial ownership of more
than fifty percent (50%) of the voting power of the acquiring entity (for
purposes of this clause 6(b)(ii), any person who acquired securities of the
Company prior to the occurrence of such asset transaction in contemplation of
such transaction and who after such transaction possesses direct or indirect
ownership of at least ten percent (10%) of the securities of the acquiring
entity immediately following such transaction shall not be included in the
group of stockholders of the Company immediately prior to such transaction);
(iii) either a merger or consolidation in which the Company is not the surviving


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corporation and the stockholders of the Company immediately prior to the merger
or consolidation fail to possess direct or indirect beneficial ownership of more
than fifty percent (50%) of the voting power of the securities of the surviving
corporation (or if the surviving corporation is a controlled affiliate of
another entity, then the required beneficial ownership shall be determined with
respect to the securities of that entity which controls the surviving
corporation and is not itself a controlled affiliate of any other entity)
immediately following such transaction, or a reverse merger in which the Company
is the surviving corporation and the stockholders of the Company immediately
prior to the reverse merger fail to possess direct or indirect beneficial
ownership of more than fifty percent (50%) of the securities of the Company (or
if the Company is a controlled affiliate of another entity, then the required
beneficial ownership shall be determined with respect to the securities of that
entity which controls the Company and is not itself a controlled affiliate of
any other entity) immediately following the reverse merger (for purposes of this
clause 6(b)(iii), any person who acquired securities of the Company prior to the
occurrence of a merger, reverse merger, or consolidation in contemplation of
such transaction and who after such transaction possesses direct or indirect
beneficial ownership of at least ten percent (10%) of the securities of the
Company or the surviving corporation (or if the Company or the surviving
corporation is a controlled affiliate, then of the appropriate entity as
determined above) immediately following such transaction shall not be included
in the group of stockholders of the Company immediately prior to such
transaction); (iv) an acquisition by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or a subsidiary or other controlled affiliate of the Company) of the
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of directors; or (v) the individuals who, as of the date
of this Agreement, are members of the Board (the “Incumbent Board”), cease for
any reason to constitute at least fifty percent (50%) of the Board. If the
election, or nomination for election by the Company’s stockholders, of any new
director was approved by a vote of at least fifty percent (50%) of the Incumbent
Board, such new director shall be considered as a member of the Incumbent Board.



          (c) “Constructive Termination” will be deemed to occur if you resign from
any and all positions which you hold with the Company (including any membership
on the Company’s Board of Directors) within forty-five (45) days immediately
after one or more of the following events: (i) your duties and responsibilities
to the Company (or a successor corporation) in


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the position listed on Exhibit are materially diminished relative to your
duties and responsibilities as in effect at any time from the time immediately
prior to the occurrence of a Change of Control or at any time thereafter,
without your prior written consent; (ii) you are subject to any reduction in
the total value of your base compensation and benefits, provided that an
across-the-board reduction in the base compensation and benefits of all other
employees or consultants in positions similar to yours by the same percentage
amount (or under the same terms and conditions) as part of a general base
compensation reduction and/or benefit reduction shall not constitute such a
qualifying reduction; or (iii) without your prior written consent, the
principal place at which you perform your employment duties and
responsibilities is relocated such that your new business office location
results in a commute for you that is both (A) longer than your commute prior to
the relocation and (B) greater than fifty (50) miles each way. For purposes of
this definition and this Agreement, however, a change in title with
substantially the same duties and responsibilities shall not be considered a
Constructive Termination, should you have continuing responsibilities for the
acquirer which are substantially the same as those you had for the Company
prior to the Change of Control transaction.


     7.     You hereby represent and warrant to the Company that you have, during
your employment with the Company, complied with all obligations under the
Employee Agreement. You further agree that the provisions of the Employee
Agreement will survive any termination of this Agreement or of your employment
relationship with the Company.


     8.     Upon your involuntary termination of employment other than for Cause
or your voluntary termination as a result of a Constructive Termination, and as
a condition of the receipt of any benefits under this Agreement, you shall
execute a release of all legal claims against the Company related to your
employment on a form prepared by the Company (a “Release”). If you do not
execute a Release within the period set forth in the Release (which period shall
not be shorter than seven (7) days and shall not be longer than forty-five (45)
days), or if you are given the right to revoke such Release and you choose to so
revoke such Release within the subsequent seven (7) business day period, you
will have no right to receive any of the benefits described in Section 4 above.


     9. You represent that you have not entered into any agreements,
understandings, or arrangements with any other person or entity which would be
breached by you as a result of, or that would in any way preclude or prohibit
you from, entering into this Agreement or performing any of the duties and
responsibilities provided for herein.



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     10.     Any successor to the Company as a result of the occurrence of a Change
of Control (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) or otherwise which succeeds to all or
substantially all of the Company’s business and/or assets shall assume the
obligations under this Agreement in the same manner and to the same extent as
the Company would be required to perform such obligations in the absence of a
succession. For all purposes under this Agreement, the term “Company” shall
include any successor to the Company’s business and/or assets which executes and
delivers the assumption agreement described in this paragraph or which becomes
bound by the terms of this Agreement by operation of law.



          The terms of this Agreement and all of your rights hereunder shall
inure to the benefit of, and be enforceable by, your personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees or legatees.



     11.     This Agreement, including any Exhibits hereto, constitutes the sole
agreement of the parties and supersedes all negotiations and prior agreements
with respect to the subject matter hereof, i.e., the rights and responsibilities
of you and the Company in the event of certain terminations of your employment
with the Company relating to the occurrence of a Change of Control.


     12.     Any term of this Agreement may be amended or waived only with the
written consent of the parties.


     13.     Any notice required or permitted by this Agreement will be in writing
and will be deemed sufficient upon receipt, when delivered personally, by
facsimile or email, or by a nationally-recognized delivery service (such as
Federal Express or Express Mail), or 72 hours after being deposited in the U.S.
mail as certified or registered mail with postage prepaid, if such notice is
addressed to the party to be notified at such party’s address as set forth below
or as subsequently modified by written notice.


     14.     The validity, interpretation, construction, and performance of this
Agreement will be governed by the laws of the State of California, without
giving effect to the principles of conflict of laws.


     15.     If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to re-negotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision will be excluded from this Agreement, (ii) the balance of the


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Agreement will be interpreted as if such provision were so excluded, modified or
replaced and (iii) the balance of the Agreement will be enforceable in
accordance with its terms. Specifically with respect to the covenants contained
in Sections 18 and 19 below, the parties intend that such covenants shall be
construed as a series of separate covenants, one for each city, county, state,
nation and other political subdivision of the Business Area (as defined in
Section 19 below). If, in any judicial, mediation or arbitration proceeding, a
court, mediator or arbitrator shall refuse to enforce any of the separate
covenants (or any part thereof) deemed included in such Sections, then any such
unenforceable covenant (or such part) shall be deemed eliminated from this
Agreement for the purpose of those proceedings to the extent necessary to permit
the remaining separate covenants (or portions thereof) to be enforced by such
court, mediator or arbitrator. It is the intent of the parties that the
covenants set forth in this Agreement be enforced to the maximum degree
permitted by applicable law. Further, in the event that the any of the
provisions of Sections 18 or 19 should be deemed to exceed the scope, time or
geographic limitations of applicable law regarding covenants not to compete,
then such provisions shall be automatically reformed to the maximum scope, time
or geographic limitations, as the case may be, permitted by applicable laws.


     16.     You and the Company agree to attempt to settle any disputes arising in
connection with this Agreement through good faith consultation. In the event
that we are not able to resolve any such disputes within fifteen (15) days after
notification in writing to the other, we agree that any dispute or claim arising
out of or in connection with this Agreement will be finally settled by binding
arbitration in Santa Clara County, California in accordance with the rules of
the American Arbitration Association by one arbitrator mutually agreed upon by
the parties. The arbitrator will apply California law, without reference to
rules of conflicts of law or rules of statutory arbitration, to the resolution
of any dispute. Except as set forth in Section 15, the arbitrator shall not have
authority to modify the terms of this Agreement. The Company shall pay the costs
of the arbitration proceeding; provided however that each party shall, unless
otherwise determined by the arbitrator, bear its, his or her own attorneys’ fees
and expenses. Judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision.


     17.     You acknowledge that, in executing this Agreement, you have had the
opportunity to seek the advice of independent legal counsel, that you


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have done so or knowingly declined to do so, and you have read and understood
all of the terms and provisions of this Agreement.


     18.     You agree that during the term of your employment (and any
concurrent or subsequent consulting relationship) with the Company, and for a
period of eighteen (18) months immediately thereafter, you will not either
directly or indirectly solicit, induce, recruit or encourage any of the
Company’s employees or consultants to terminate their relationship with the
Company, or attempt to solicit, induce, recruit, encourage or take away
employees or consultants of the Company, either for your own benefit or for the
benefit of any other person or entity. Further, during your employment (and
any concurrent or subsequent consulting relationship) with the Company and at
any time thereafter, you will not use any confidential or proprietary
information of the Company to attempt to negatively influence any of the
Company’s clients or customers from purchasing Company products or services or
to solicit or influence or attempt to solicit or influence any client, customer
or other person either directly or indirectly, to direct his, her or its
purchase of products and/or services to any person, firm, corporation,
institution or other entity in competition with the business of the Company.
You acknowledge that upon your breach of this Section 18, the Company would
sustain irreparable harm from such breach, and, therefore, you agree that in
addition to any other remedies which the Company may have under this Agreement
or otherwise, the Company’s obligations to provide the benefits to you as
described in Section 4 above shall immediately terminate, you shall have no
claim to receive such benefits from the Company, the Release referred to in
Section 8 above shall remain in all respects valid and binding, and the Company
shall be entitled to obtain equitable relief, including specific performance
and injunctions, restraining you from committing or continuing any such
violation of this Section 18.


     19.     If your employment is terminated under the circumstances set forth
in Section 4 above, you agree that for a period of eighteen (18) months
immediately following the termination of your employment, you will not (i)
enter into or participate in the business of developing, marketing and
servicing hardware and software related to contact centers, including those
involving voice-over IP, traditional telephony, e-mail, voicemail, Web, fax,
and wireless business communications of the type developed, marketed or
serviced or being developed or proposed to be developed, marketed or serviced
by the Company as of the date of termination of employment (the “Restricted
Business”) or (ii) directly or indirectly own, manage, operate, control or
otherwise engage or participate in, or become connected as an owner, partner,
principal, creditor, salesman, guarantor, advisor, member of the board of
directors of, employee of or consultant in any entity or business, or any
division, group or other subset of any business, engaged in the Restricted
Business. Subject to Section


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15 above, the restrictions set forth in this Section 19 shall apply worldwide
(the “Business Area”).



          (a) You acknowledge that upon your breach of this Section 19, the Company
would sustain irreparable harm from such breach, and, therefore, you agree that
in addition to any other remedies which the Company may have under this
Agreement or otherwise, the Company’s obligations to provide the benefits to
you as described in Section 4 above shall immediately terminate, you shall have
no claim to receive such benefits from the Company, the Release referred to in
Section 8 above shall remain in all respects valid and binding, and the Company
shall be entitled to obtain equitable relief, including specific performance
and injunctions, restraining you from committing or continuing any such
violation of this Section 19.




          (b) You agree that you will be able to earn a livelihood without
violating the restrictions set forth in this Section 19. You agree that the
character, duration and geographical scope of Section 19 are reasonable in
light of the circumstances as they exist on the effective date of this
Agreement.



     20.     You agree not to enter into any agreement, either written or oral, in
conflict with the provisions of this Agreement. You certify that, to the best
of your information and belief, you are not a party to any other agreement that
will interfere with your full compliance with this Agreement.


     21.     This Agreement (i) shall survive your employment by the Company
(ii) does not in any way restrict your right or the right of the Company to
terminate your employment, (iii) inures to the benefit of successors and
assignees of the Company, and (iv) is binding upon your heirs and legal
representatives.


     22. You certify an acknowledge that you have carefully read all of the
provisions of the agreement and that you understand and will fully and
faithfully comply with such provisions.



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Please indicate your agreement with the above terms by signing below.



	 	 	 	 	 
	 	 	Sincerely,
	 	 	 	 	 
	 	 	Aspect Communications Corporation
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Beatriz V. Infante
	 	 	 	 	 
	 	 	
Date:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	
Title:
	 	Chairman, President & CEO
	 	 	 	 	 
	 	 	
Address:
	 	1310 Ridder Park Drive

San Jose, CA 95131
	 	 	 	 	 
	 	 	Facsimile Number: (408) 325-2442



My signature below signifies my agreement with the above terms.



	 	 	 
	By:	 	 
	 	 	


	 	 	 
	Address:	 	 
	 	 	


	 	 	 
	Date:	 	 
	 	 	






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Exhibit F2: Change-in-Control Template




EXHIBIT A




DESCRIPTION OF JOB DUTIES

AND RESPONSIBILITIES



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EXHIBIT B




EMPLOYEE AGREEMENT



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