**Exhibit 10.27**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

**THIS EXECUTIVE EMPLOYMENT AGREEMENT**(the “Agreement”), made this 3rd day of March, 2004, is entered into byVoxware, Inc., a Delaware corporation with its principal place of business at 168 Franklin Corner Rd., Building 1, Suite 3, Lawrenceville, NJ 08648 (the “Company”), and Thomas J. Drury, Jr., residing at 122 E. Oak Avenue, Moorestown, NJ08057 (the “Employee”). 

 

**WHEREAS**, the Companyhired the Employee as its President and Chief Executive Officer on January 5, 2004 (the “Effective Date”) contingent upon his execution of this Agreement; 

 

**WHEREAS**, the Company desires to provide the Employee with proper incentives for him to perform his duties as theCompany’s President and Chief Executive Officer; and 

 

**WHEREAS**, the Employee desires to provide the Company with reasonable protections for its legitimate business interests. 

 

**NOW, THEREFORE**, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows: 

 

1. Term of Agreement. The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment with the Company, upon the termsset forth in this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (such period, as it may be extended in a writing signed by the parties, the “Term”), unless soonerterminated in accordance with the provisions of Section 6. 

 

2.Title; Capacity. The Employee shall serve as President and Chief Executive Officer or in such other position as the Company or its Board of Directors (the “Board”) may 

determine from time to time. The Board shall also use all reasonable efforts to have the Employee elected a director ofthe Company during each year of such employment. As President and Chief Executive Officer, the Employee will be responsible for all day-to-day operations, as well as long range plans of the Company, plus such other or alternate duties as may fromtime to time be assigned to the Employee by the Board. The Employee shall be based at the Company’s New Jersey headquarters or such place or places in the continental United States as the Company or its Board shall determine. The Employee shallbe subject to the supervision of, and shall have such authority as is delegated to him by, the Board. 

 

3. Exclusive Services and Best Efforts. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilitiesoutlined in Section 2. The Employee agrees to devote substantially all of his entire business time, attention and energies to the business and interests of the Company; provided, however, that Employee may continue to serve on the boards ofdirectors of Verilaw Technologies, Inc. and Expert Plan, Inc., provided that (a) such services do not materially interfere with the performance of the Employee’s duties hereunder and (b) any additional service as a board member of any otherentity shall be approved by the Board of Directors of the Company. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time bythe Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the date of this Agreement. 

 

4. Compensation and Benefits. 

 

(a) Salary. The Company shall pay the Employee a base salary at the monthly rate of $17,083.33. (the “Base Salary”), payable ininstallments in accordance with the Company’s normal payroll schedule, but no less often than monthly. Such salary shall be subject to adjustment as determined by the Board in its sole discretion. 

 

- 2 - 

(b) Bonus. Each calendar year, the Employee will be eligible to receive a bonus based upon theCompany’s performance as measured against a business plan approved by the Board for the year for which the bonus is intended (the “Business Plan”). The Employee’s bonus eligibility shall be determined by the Board based upon theCompany’s performance to Business Plan in terms of revenue and profitability. The Employee shall earn a sliding bonus (the exact amount of which will be determined by the Board), with a minimum of zero bonus if the Company’s achieves lessthan 75% of revenue and/or profitability projected in the Business Plan and a maximum bonus equal to 50% of the Base Salary if the Company’s achieves 125% of the Business Plan for both revenue and profitability. The bonus, if any, shall be paidwithin ten (10) business days after the Board or the Compensation Committee makes an informed final determination of the Company’s performance against the Business Plan for the preceding year. The bonus, if any, shall only be earned and payableif the Employee (y) meets the above criteria, and (z) remains actively employed through the end of the fiscal year for which a bonus is to be paid. In addition to the foregoing annual bonus, if there is a Change of Control (other than pursuant toclause (ii) of the Change of Control definition set forth in Section 5(b) below) within twenty-four (24) months of the date hereof with aggregate sale proceeds to the equity stockholders of the Company less than $10 million, then Employee shallreceive a sale bonus equal to $250,000 (the “Sale Bonus”). 

 

(c) Fringe Benefits. The Employee shall be entitled to participate in all benefit programs that the Company establishes and makes available to its employees, if any, to the extent that Employee’s position, tenure, salary, age,health and other qualifications make him 

 

- 3 - 

eligible to participate. The Company may alter, modify, add to or delete its benefit plans at any time as the Company orits Board may determine, in its sole judgment, to be appropriate. Nothing herein shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations under this Agreement. 

 

(d) Paid Time Off. The Employee shall be eligible for four (4) weeksof vacation time per year to be accrued pursuant to the Company’s normal policies and procedures governing vacation time. 

 

(e) Reimbursement of Expenses. The Company shall reimburse the Employee for all reasonable and necessary travel, entertainment and other businessexpenses incurred or paid by the Employee in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement, upon presentation by the Employee of documentation, expense statements, vouchers and/orsuch other supporting information as the Company may request, provided, however, that the amount available for such travel, entertainment and other expenses may be fixed in advance by the Board. 

 

(f) Deductions. The Company shall deduct from any pay to the Employeeall taxes or other withholdings required by law or otherwise properly authorized by the Employee. 

 

5. Stock Options. 

 

****(a) Grant. Subject to the approval of the Board, the Company will grant to the Employee a stock option (the “Option”) under theVoxware, Inc. 2003 Stock Incentive Plan, as Amended (the “Plan”) for the purchase of an aggregate of 39,790,558 shares of common stock of the Company (representing 5% fully diluted, inclusive of reserved issued and unissued option pool, ofthe Company’s common equity). If (i) the holders of warrants outstanding on the date hereof receive an adjustment to their conversion ratio or additional warrants as the result of 

 

- 4 - 

adjustments set forth therein relating to the performance of the Company prior to the date hereof or (ii) the Companyissues new warrants or other securities in connection with a contemplated bridge financing, Employee shall be issued an additional option equal to 5% of the additional shares issued or issuable as a result of such warrant adjustment or additionalwarrants; provided, however, that Employee shall only receive such adjustment with respect to up to $1,000,000 of new financing. The Option exercise price shall be $0.015 per share (including any additional options issued pursuant to the foregoingsentence). The Option shall be subject to all terms, limitations, restrictions and termination provisions set forth in the Plan and in the separate option agreement that shall be executed to evidence the grant of any option. While the Employee isemployed by the Company, the Option will become exercisable (“vest”) pursuant to the following schedule: (i) 1/48th the Option shall vest at the end of each month of employment with the Company, beginning with the first day of the Employee’s employment, until the Option becomes fully vested on the fourth (4th) anniversary of the Employee’s employment (unless sooner vested as provided in section 5(b)). 

 

(b) Effect of Change of Control on Vesting. Upon a Change of Control,other than a Management Buy Out, as defined in Section 5(b)(iv) below, the unvested portion of the Option shall immediately vest in a pro rata percent equal to the portion of the Option which would have otherwise vested within the twenty-four (24)month period following the Change of Control (assuming the Employee would have remained employed) and become exercisable by the Employee. Thereafter, any unvested stock options shall continue to vest at the same rate they vested in prior to theChange of Control, so long as the Employee remains employed. In addition, if Employee’s employment is terminated within six months following a Change of Control or if Good Reason (as hereafter defined) occurs within six months following aChange of 

 

- 5 - 

Control, regardless of whether or not Employee terminates his employment, the entire remaining unvested portion of theOption shall become vested and immediately exercisable by Employee. For purposes of this Agreement, a “Change of Control” shall mean: 

 

(i) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a“Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) thethen-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the“Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control Event: (A) any acquisition directly from the Company(excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for common stock or voting securities of the Company, unless the Person exercising, converting or exchangingsuch security acquired such security directly from the Company or an underwriter or agent of the Company), (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled bythe Company, or (C) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or 

 

(ii) Such time as the Continuing Directors (as definedbelow) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor 

 

- 6 - 

corporation to the Company), where the term “Continuing Director” means at any date a member ofthe Board (x) who was a member of the Board on the date of the initial adoption of this Agreement by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at thetime of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; or 

 

(iii) The consummation of a merger, consolidation,reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such BusinessCombination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediatelyprior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election ofdirectors, respectively, of the resulting or acquiring corporation or other form of entity in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantiallyall of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation or entity is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as theirownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, 

 

- 7 - 

respectively, immediately prior to such Business Combination and (y) no Person (excluding the AcquiringCorporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 30% or more of the then-outstanding shares of common stock of theAcquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the BusinessCombination). 

 

(iv) Notwithstanding theforegoing, a Change of Control will not be deemed to have occurred in the case of a Management Buy Out. A “Management Buy Out” is any event which would otherwise be deemed a “Change of Control”, in which the Employee, directly orindirectly (as a beneficial owner) acquires equity securities, including any securities convertible into or exchangeable for equity securities, of the Company or the Acquiring Corporation in connection with any Change of Control, equal to or inexcess of 5% of the Company or the Acquiring Corporation on a fully diluted basis, other than as compensation pursuant to a compensation plan approved by the Board. 

 

(c) Registration of Stock Underlying Option. The Company shall register the shares issuable upon exercise of theOption on or before December 31, 2004. 

 

6. Termination.The Term of this Agreement shall terminate upon the occurrence of any of the following: 

 

(a) Expiration of the Term in accordance with Section 1; 

 

- 8 - 

(b) At the election of the Company, for Cause, immediately upon written notice by the Company to theEmployee. For the purposes of this Agreement, “Cause” for termination shall be deemed to exist upon: (i) a finding by the Company of failure of the Employee to willfully and materially perform his assigned duties for the Company, adhere tothe terms of this Agreement, or follow Company policies and procedures, after written notice and a reasonable opportunity to cure; (ii) the Employee’s commission of dishonesty, gross negligence or misconduct, in connection with theEmployee’s responsibilities in his position with the Company; (iii) the Employee’s commission of any improper act or conduct that subjects the Company to public disrespect or materially injures the reputation of the Company; or (iv) theconviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony; 

 

(c) Upon the death or disability of the Employee. As used in this Agreement, the term “disability” shall mean the inability of the Employee toperform the services contemplated under this Agreement with or without a reasonable accommodation as may be required by State or Federal law, due to a physical or mental disability, for a period of one hundred twenty (120) days, whether or notconsecutive, during any 360-day period. A determination of disability shall be made by a physician satisfactory to both the Employee and the Company, providedthat if the Employee and the Company do not agree on a physician, theEmployee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; 

 

(d) At the election of the Employee (except as provided by section 6(e)), upon not less than sixty (60) days’ priorwritten notice of termination; and 

 

- 9 - 

(e) At the election of the Employee for Good Reason. For the purposes of this Agreement, “GoodReason” for termination shall mean the following: (i) failure to maintain the Employee in a position commensurate with that referred to in Section 2 of this Agreement; (ii) failure to pay the salary as stated in section 4(a) of this Agreement;(iii) required relocation of the Employee’s main office (reasonable travel excluded) more than twenty-five (25) miles outside of the State of New Jersey or (iv) the failure by the Company to renew this Agreement upon expiration of the Term; and

 

(f) At the election of the Company, without cause, immediatelyupon written notice by the Company to the Employee. 

 

7.Effect of Termination. Upon termination of the Agreement, the only remuneration to which the Employee will be entitled shall be as follows: 

 

(a) Termination for Cause or at Election of the Employee. In the event the Employee’s employment is terminated for Cause pursuant to Section6(b), or at the election of the Employee pursuant to Section 6(d), the Company shall pay to the Employee the compensation and benefits otherwise payable to him/her under Section 4 through the last day of his actual employment by the Company.

 

(b) Termination for Death or Disability. If theEmployee’s employment is terminated by death or because of disability pursuant to Section 6(c), the Company shall pay to the estate of the Employee or to the Employee, as the case may be, the compensation that would otherwise be payable to theEmployee up to the end of the month in which the termination of his employment because of death or disability occurs, plus any earned but unpaid bonus for the year ending prior to his death or disability. 

 

- 10 - 

(c) Termination Without Cause or Termination for Good Reason by the Employee. If theEmployee’s employment is terminated without Cause pursuant to Section 6(f), or for Good Reason pursuant to Section 6(e), the Company shall pay or provide the Employee for a period of six (6) months: (i) in accordance with the Company’sregular payroll practices, the Employee’s monthly Base Salary; (ii) any earned but unpaid bonus for the year ending prior to such termination or pro rata portion of the bonus (based on months worked), calculated in accordance with Section 4(b)through the end of the then current fiscal year if the termination occurs within six months prior to the end of such fiscal year (i.e. if the Company has a calendar fiscal year and termination occurs September 15th, the Employee will receive 8/12 ofhis annual bonus); (iii) any Sale Bonus if the Employee is terminated within 24 months of the date hereof and a Change of Control occurs within such 24 month period; and (iv) reimbursement (or direct payment, at the Company’s option) formedical benefits pursuant to an election by the Employee under COBRA. The Company’s obligation to pay or provide the benefits discussed in this paragraph 7(c) shall be expressly conditioned upon the Employee’s first executing a validgeneral release and waiver, releasing the Company, its directors, officers and employees from any and all claims under this agreement or pursuant to his employment, in a form reasonably acceptable to the Company. 

 

(d) Survival. The provisions of Sections 8, 9 and 10 shall survive thetermination of this Agreement. 

 

8. Non-Compete.

 

(a) During the term of the Employee’s employment withthe Company (whether or not such employment extends passed the expiration of the Term) and for a period of twelve (12) months after the termination thereof, the Employee will not directly or indirectly: 

 

(i) As an individual proprietor, partner, stockholder,officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), engage in the business ofdeveloping, producing, marketing or selling products and/or services of the kind or type developed or being developed, produced, marketed, sold or provided by the Company while the Employee was employed by the Company; or 

 

- 11 - 

(ii) Hire, recruit, solicit or induce, or attempt to induce, any employee or contractorof the Company to terminate their employment with, or otherwise cease their business relationship with, the Company; or 

 

(iii) Solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers oraccounts, or prospective clients, customers or accounts, of the Company which were actively contacted, solicited or served by the Company during the term of the Employee’s employment with the Company. 

 

(b) If any restriction set forth in this Section 8 is found by any court ofcompetent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range ofactivities or geographic area as to which it may be enforceable. 

 

(c) The restrictions contained in this Section 8 are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of thisSection 8 will cause 

 

- 12 - 

the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such otherremedies which may be available, the Company shall have the right to seek specific performance and injunctive relief. 

 

9. Proprietary Information. 

 

(a) The Employee agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning theCompany’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions,products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists. Employee will not discloseany Proprietary Information to others outside the Company or use the same for any unauthorized purposes without written approval by an officer of the Company, either during or after his employment, unless and until such Proprietary Information hasbecome public knowledge without fault by the Employee. 

 

(b) TheEmployee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created bythe Employee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Employee only in the performance of his duties for the Company. 

 

(c) The Employee agrees that his obligation not to disclose or useinformation, know-how and records of the types set forth in paragraphs (a) and (b) above, also 

 

- 13 - 

extends to such types of information, know-how, records and tangible property of customers of the Company or suppliers tothe Company or other third parties who may have disclosed or entrusted the same to the Company or to the Employee in the course of the Company’s business. 

 

(d) Upon termination of the Employee’s employment with the Company, for whatever reason, or upon any request from the Company, the Employee willpromptly surrender to the Company all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, andany copies thereof, and any other Company property in his possession, custody or control. The Employee will not retain, take with him, use or pass on, directly or through any other individual or entity, any such materials or copies thereof or anyother Company property. 

 

10. Developments. 

 

(a) The Employee will make full and prompt disclosure to the Company ofall inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Employee or under his direction or jointly with othersduring his employment by the Company, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in this Agreement as “Developments”). 

 

(b) The Employee agrees to assign and does hereby assign to the Company (orany person or entity designated by the Company) all his right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. However, this Section 10(b) shall not apply toDevelopments which meet each of the following criteria: (i) they do not in any way relate to the present or planned business or research and 

 

- 14 - 

development of the Company; and (ii) they are made and conceived by the Employee not during normal working hours, not onthe Company’s premises and not using the Company’s tools, devices, equipment or Proprietary Information. 

 

(c) The Employee agrees to cooperate fully with the Company, both during and after his employment with the Company, with respect to the procurement,maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Developments. Employee shall sign all papers, including, without limitation, copyright applications, patent applications,declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Development. 

 

11. Indemnification. To the fullest extent permitted by law, theCompany will indemnify the Employee and hold the Employee harmless for any liability, penalties or damages that are levied upon the Employee in a separate Indemnification Agreement. 

 

12. Other Agreements. The Employee hereby represents that he is not bound by the terms of any agreement with anyprevious employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from competing, directly or indirectly, with the businessof such previous employer or any other party. The Employee further represents that his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietaryinformation, knowledge or data acquired by him in confidence or in trust prior to his employment with the Company. 

 

13. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery orupon deposit in the United 

 

- 15 - 

States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shownabove, or at such other address or addresses as either party shall designate to the other in accordance with this Section 13. 

 

14. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuterforms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. 

 

15. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of thisAgreement. This Agreement shall not alter any of the Employee’s rights under any equity grant which had been memorialized in an agreement with the Company and authorized by the Board prior to the Effective Date. 

 

16. Amendment. This Agreement may be amended or modified only by awritten instrument executed by both a properly authorized executive officer or director of the Company and the Employee. 

 

17. Governing Law and Jurisdiction. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of NewJersey. The parties agree that any disputes arising under this Agreement or otherwise related to the employment of the Employee by the Company shall be brought exclusively in the state and federal courts located in the State of New Jersey and theparties hereby waive the defense of lack of personal jurisdiction in any such action. 

 

18. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which theCompany may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by him. 

 

- 16 - 

19. Acknowledgment. The Employee states and represents that he has had an opportunity to fullydiscuss and review the terms of this Agreement with an attorney. The Employee further states and represents that he has carefully read this Agreement, fully understands the contents herein, freely and voluntarily assents to all of the terms andconditions hereof, and signs his name of his own free act. 

 

20.No Waiver. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in thatinstance and shall not be construed as a bar or waiver of any right on any other occasion. 

 

21. Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 

 

22. Severability. In case any provision of this Agreement shall beinvalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 

 

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal and all of which shall constitute one and the same Agreement. 

 

24. Expenses. The Company shall reimburse (or pay directly) up to $2,500 to counsel for Employee for its review of this Agreement and the Indemnification Agreement completed hereby. 

 

- 17 - 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forthabove. 

 
VOXWARE, INC. EMPLOYEEBy:  
/s/ Joseph A. Allegra
 
/s/ Thomas J. Drury, Jr.
NAME  Joseph A. Allegra Thomas J. Drury, Jr.TITLE  Director  Dated: 3/3/04 Dated: March 3, 2004
 

- 18 -