exv10w2






Exhibit 10.2




SoundBite Communications, Inc.

Change in Control Agreement




March 29, 2010




Diane Albano

26 Skyview Lane

Sudbury, MA 01776



Dear Diane:




     This change in control agreement (this “Agreement”) will confirm the terms of certain
compensation due to you by SoundBite Communications, Inc. and any successor (the “Company”) in the
event of a Change in Control (as defined below) of the Company. This Agreement supersedes and
replaces your prior change in control letter agreement with the Company.



     1. Definitions.




     (a) “Awards” means stock, options, awards and purchase rights granted to you under any of
the stock plans or stock option plans of the Company and outstanding immediately before a
Change in Control.




     (b) “Cause” means termination of your employment by the Company for either of the
following reasons:




	 	(i)	 	your willful misconduct or gross negligence in the performance
of your duties as an employee and officer of the Company (as determined by a
majority of the directors of the Company other than, if applicable, you); or
	 
	 	(ii)	 	your criminal misconduct by you in connection with the
performance of your duties as an employee and officer of the Company.






     (c)
“Change in Control” means:




	 	(i)	 	a sale by the Company, whether for cash or securities, of all
or substantially all of its assets; or
	 
	 	(ii)	 	a merger or consolidation of the Company with or into another
entity in a transaction where the shares of the Company’s capital stock
outstanding immediately prior to the closing of such merger or consolidation
represent or are converted into or exchanged for shares that represent less
than a majority of the shares of capital stock of the resulting or surviving
entity outstanding immediately after the closing of such merger or
consolidation.






Notwithstanding the foregoing, the issuance by the Company of its capital stock in an equity
financing, either in a private or public transaction, shall not constitute a Change in
Control.



     (d)
“Employment Event” means:


 









 












	 	(i)	 	the termination of your employment for any reason other than
Cause;
	 
	 	(ii)	 	a substantial reduction in the scope or nature of your
responsibilities, duties, authorities, position, powers or reporting structure
or relationships in effect immediately prior to a Change in Control (other than
for Cause); or
	 
	 	(iii)	 	the Company moves your place of employment more than 50 miles
from the location in effect immediately prior to a Change in Control.





     2. Acceleration of Vesting.




     (a) In the event of a Change in Control, 25% of all unvested Awards shall become fully
vested and exercisable effective immediately prior to the closing of the Change in Control,
provided that in the event the Company’s board of directors does not, in connection with the
Change in Control, make provision for all of the Awards to be assumed, or substantially
equivalent Awards to be substituted, by the acquiring, succeeding or surviving corporation (as
the case may be), then all of the Awards shall become fully vested and exercisable effective
immediately prior to such closing.




     (b) In the event an Employment Event occurs within six months following the closing of a
Change in Control, all unvested Awards shall become fully vested and exercisable effective
immediately upon the occurrence of the Employment Event:



     3. General.




     (a) Nothing in this Agreement is intended, or shall be construed, to restrict or
otherwise limit the Company’s right to terminate your employment with or without Cause and
with or without notice. This Agreement is not a guarantee of continued employment, it being
understood you are and continue to be employed at will.




     (b) This Agreement shall constitute the sole and entire agreement between the parties
with respect to the subject matter hereof, and supersedes and cancels all prior, concurrent
and/or contemporaneous arrangements, understandings, agreements and/or discussions, whether
written or oral, by or between the parties regarding the subject matter hereof; provided,
however, that this Agreement is not intended to, and shall not, supersede, affect, limit,
modify or terminate any of the following, all of which shall remain in full force and effect
in accordance with their respective terms: (i) any written stock or stock option agreements
between you and the Company (except as expressly modified hereby); (ii) the Executive
Retention Agreement entered into between the Company and you as of the date hereof; (iii) any
written agreements between you and the Company concerning noncompetition, nonsolicitation,
inventions and/or nondisclosure obligations; and (iv) any written agreements between you and
the Company that do not relate to the subject matter hereof.




     (c) You may not assign any rights or delegate any duties or obligations under this
Agreement. The Company shall require its assigns and successors to assume this Agreement and
to agree to perform hereunder in the same manner and to the same extent that the Company would
be required to perform if no such assignment or succession had taken place. Regardless of
whether such an agreement is executed, this Agreement shall inure to the benefit of, and be
binding upon, the Company’s respective successors and assigns and your heirs, estate,
legatees, executors, administrators, and legal representatives.



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     (d) The validity, interpretation, construction and performance of this Agreement shall be
governed by the internal laws of the Commonwealth of Massachusetts, without regard to
conflicts of law principles.



     Please indicate your acceptance of this Agreement by signing the enclosed copy of this
Agreement and returning it to me.



	 	 	 	 	 
	 	Very truly yours,




SoundBite Communications, Inc.


 	 
	 	By:  	 /s/
James A. Milton	 
	 	 	James A. Milton 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 
	Accepted and Agreed:
	 	 
	 
	 	 
	Diane Albano
	 	 
	 
	 	 
	/s/ Diane Albano

 

	 	 







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