EXHIBIT
10.15  LATITUDE COMMUNICATIONS,
INC. SEPARATION AGREEMENT AND
RELEASE This
Separation Agreement and Release (Agreement) is made by and between Latitude
Communications, Inc., a Delaware corporation (the Company), and Eric Lee (Employee).  The Company and Employee have mutually
agreed to terminate the existing employment relationship and Employee has
agreed to release the Company from any claims arising from or related to the
employment relationship.  In consideration
of the mutual promises made herein, the Company and Employee (collectively
referred to as the Parties) hereby agree as follows: 1.             Termination of Employment.  Employee and the Company acknowledge and
agree that Employees employment as Vice President, Worldwide Sales of the
Company terminated effective as of the close of business on September 6, 2002
(the Termination
Date).  On such date, the
Company paid Employee for (a) all salary, other than commissions, owed through
the Termination Date (subject to applicable tax withholding), and (b) all
accrued but unused vacation and floating days of Employee at Employees final
rate of pay (subject to applicable tax withholding). 2.             Consideration.  In consideration for the release of claims
set forth below and other obligations under this Agreement, and provided
this Agreement is signed by Employee and not revoked under Section 5 below, the
Company agrees to provide the following severance benefits to Employee
following the Effective Date of this Agreement: (a)           The
Company shall pay Employee, on the Effective Date, a lump sum payment equal to
4.5 months of his final base rate of salary, reduced by applicable tax
withholding.  Payment will be available
for Employee pick-up by close of the applicable business day, or will be sent
for next available day delivery (at the Employees choice). (b)           The
Company shall pay Employee, on the Effective Date, all commissions owed
Employee through the Termination Date, reduced by applicable tax withholding. (c)           In
accordance with the terms of the Promissory Note Agreement executed between the
Employee and Company, effective July 16, 2001, the Company will forgive (and
report as income) the entire outstanding balance of principal and interest on
the Promissory Note Agreement, as of the Termination Date.  The Company will reduce the amounts owed to
Employee as set forth in Section 2(a) by any amounts that must be withheld as a
result of the forgiveness described in this Section 2(b). (d)           If
Employee timely and accurately elects to continue his current plan elections
for group health, dental and vision insurance benefits under COBRA, the Company
agrees to pay the applicable COBRA premiums for himself and his currently
enrolled dependents until the earlier of 
June 30, 2003 or the date on which Employee becomes eligible for
insurance coverage from another employer. 
Employee is required to notify the Company within five (5) business days
of the date on or before June 30, 2003, on which he becomes eligible for other
insurance.  
   (e)           Between
the Termination Date and December 31, 2002, the Company will continue to
provide Employee with a voicemail box on its voicemail system and an email
account on its email system; provided, however, that (A) Employees use of the
voicemail and email systems shall be appropriate and in accordance with the
Companys policies and (B) any outgoing voicemail greeting or message does not
articulate a continuing employment relationship with the Company. (f)            Employee
will be permitted to retain possession of the laptop computer, previously
issued to him by the Company, in order to access his email account as noted in
Section 2(d).  Employee explicitly
acknowledges and agrees that he is obligated to return the computer and all of
its accessories to the Company on or before November 15, 2002 and that he is
fully financially responsible for any loss of or damage to the computer
following the Termination Date. 3.             No Other Payments Due.
Employee acknowledges and agrees that, as of the Termination Date, Employee has
received all salary, accrued vacation, commissions, bonuses, compensation or
other such sums due to Employee as of the Termination Date other than amounts,
if any, to be paid after the Termination Date pursuant to this Agreement.  As of the Termination Date, in light of the
payment to be made by the Company of all wages due, or to become due to
Employee, the Parties further acknowledge and agree that California Labor Code
Section 206.5 is not applicable to the Parties hereto.  That section provides in pertinent part as
follows: NO EMPLOYER SHALL REQUIRE
THE EXECUTION OF ANY RELEASE OF ANY CLAIM OR RIGHT ON ACCOUNT OF WAGES DUE, OR
TO BECOME DUE, OR MADE AS AN ADVANCE ON WAGES TO BE EARNED, UNLESS PAYMENT OF
SUCH WAGES HAS BEEN MADE. 4.             Release of Claims. In
consideration for the obligations of the Company set forth in this Agreement,
Employee, on behalf of himself and his heirs, executors, administrators and
assigns, hereby fully and forever releases the Company and its current and
former officers, directors, employees, investors, stockholders, administrators,
attorneys, predecessor and successor corporations and assigns, of and from any
claim, duty, obligation or cause of action relating to any matters of any kind,
whether presently known or unknown, suspected or unsuspected, that he may possess
arising from any omissions, acts or facts that have occurred up until and
including the date of this Agreement including, without limitation: (a)           any and all claims relating to or
arising from Employees employment relationship with the Company and the
termination of that relationship, including but not limited to any claims for
wages, salary, bonus, compensation, deferred compensation, or other cash
payments; (b)           any and all claims relating to, or
arising from, Employees right to purchase, or actual purchase of shares of the
capital stock of the Company; (c)           any and all claims for wrongful
discharge of employment; breach of contract, both express and implied; breach
of a covenant of good faith and fair dealing, both express and implied;
negligent or intentional infliction of emotional distress; negligent or
intentional misrepresentation; negligent or  -2- 
   intentional interference with contract or prospective
economic advantage; negligence; and defamation; (d)           any and all claims for violation of
any federal, state or municipal statute, including, but not limited to,
Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of 1990, the California Fair Employment and Housing Act, Labor
Code Section 1197.5, and any family and medical leave acts; (e)           any and all claims arising out of any
other laws and regulations relating to employment or employment discrimination;
and (f)            any and all claims for attorneys
fees and costs. Employee
agrees that the release set forth in this Section 4 shall be and remain in
effect in all respects as a complete general release as to the matters
released.  This release does not extend
to any obligations incurred or specified under this Agreement. 5.             Acknowledgment of Waiver of Claims
under ADEA.  Employee
acknowledges that he is waiving and releasing any rights he may have under the
Age Discrimination in Employment Act of 1967 (ADEA) and that this waiver
and release is knowing and voluntary. 
Employee and the Company agree that this waiver and release does not
apply to any rights or claims that may arise under ADEA after the Effective
Date (as defined in Section 17 below) of this Agreement.  Employee acknowledges that the consideration
given for this waiver and release Agreement is in addition to anything of value
to which Employee was already entitled. 
Employee further acknowledges that he has been advised by this writing
that (a) he should consult with an attorney prior to executing this
Agreement; (b) he has at least twenty-one (21) days within which to consider
this Agreement; (c) he has seven (7) days following his execution of this
Agreement to revoke the Agreement (the Revocation Period).  This Agreement shall not be effective until
the Revocation Period has expired. 6.             Civil Code Section 1542.
Employee represents that he is not aware of any claim by him other than the
claims that are released by this Agreement. 
Employee acknowledges that he has been advised by legal counsel and is
familiar with the provisions of California Civil Code Section 1542, which
provides as follows: A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. Employee,
being aware of said Code section, agrees to expressly waive any rights he may
have thereunder, as well as under any other statute or common law principles of
similar effect. 7.             Confidentiality.  The Parties each agree to use their best
efforts to maintain in confidence the existence of this Agreement, the contents
and terms of this Agreement, and the consideration for this Agreement
(hereinafter collectively referred to as Settlement -3- 
   Information), except as provided herein.  Each Party hereto agrees to take every
reasonable precaution to prevent disclosure of any Settlement Information to
third parties, and each agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information.  The Parties hereto agree to take every precaution to disclose
Settlement Information only to those employees, officers, directors, attorneys,
accountants and other service professionals, and governmental entities who have
a reasonable need to know of such Settlement Information. 8.             Nondisclosure
of Confidential and Proprietary Information. Employee understands
and agrees that his obligations to the Company under his existing Confidential
Information and Invention Assignment Agreement between Employee and the Company
(the Confidentiality
Agreement) shall survive termination of his employment with the
Company.  Employee warrants that at all
times in the past he has been, and agrees that at all times hereafter he shall
continue to be, in compliance with his obligations to maintain the
confidentiality of all confidential and proprietary information of the Company
as provided by the Confidentiality Agreement and applicable law.  Employee expressly agrees that he shall not
intentionally divulge, furnish or make available to any party any of the trade
secrets, patents, patent applications, price decisions or determinations,
marketing plans, business plans, product plans, inventions, customers,
proprietary information or other intellectual property of the Company, until
after such time as such information has become publicly known otherwise than by
act of collusion of Employee. Employee acknowledges that, as a condition to his
receipt of severance, he must return all of the Companys property and
confidential and proprietary information in his possession to the Company on or
before the Effective Date of this Agreement, other than as explicitly set forth
in Section 2(d).  9.             Non-Disparagement.
Each Party agrees to refrain from any disparagement, criticism, defamation,
slander of the other, or tortious interference with the contracts and
relationships of the other.  Employee
agrees that he shall continue to conduct himself in a professional manner that
is supportive of the business of the Company. 10.           Authority.  The Company represents and warrants that the undersigned has the
authority to act on behalf of the Company and to bind the Company and all who
may claim through it to the terms and conditions of this Agreement.  Employee represents and warrants that he has
the capacity to act on his own behalf and on behalf of all who might claim
through him to bind them to the terms and conditions of this Agreement.  Each Party warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action released herein. 11.           No Representations.  Neither Party has relied upon any
representations or statements made by the other Party hereto which are not
specifically set forth in this Agreement. 12.           Severability.  In the event that any provision hereof becomes or is declared by
a court or other tribunal of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision. 13.           Forum. Each of the parties to this
Agreement consents to the exclusive jurisdiction and venue of the courts of the
state and federal courts located in Santa Clara County, California. -4- 
   14.           Entire Agreement.  This Agreement and the Confidentiality
Agreement represents the entire agreement and understanding between the Company
and Employee concerning Employees separation from the Company, and supersedes
and replaces any and all prior agreements and understandings concerning the
termination of Employees relationship with the Company. 15.           No Oral Modification.  This Agreement may only be amended in
writing signed by Employee and the Company. 16.           Governing Law.  This Agreement shall be governed by the laws
of the State of California, without regard to its conflicts of law provisions. 17.           Effective Date.  This Agreement is effective upon expiration
of the Revocation Period described in Section 5 and such date is referred to
herein as the Effective Date. 18.           Counterparts.  This Agreement may be executed in counterparts, and each coun­terpart
shall have the same force and effect as an original and shall constitute an
effective, binding agreement on the part of each of the undersigned. 19.           Assignment.  This Agreement may not be assigned by Employee or the Company
without the prior written consent of the other party.  Notwithstanding the foregoing, this Agreement may be assigned by
the Company to a corporation controlling, controlled by or under common control
with the Company without the consent of Employee. 20.           Voluntary Execution of Agreement.  This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto, with the full intent of releasing all claims as set forth herein.  The Parties acknowledge that: (a)           they have read this Agreement; (b)           they have been represented in the
preparation, negotiation, and execution of this Agreement by legal counsel of
their own choice or that they have voluntarily declined to seek such counsel; (c)           they understand the terms and
consequences of this Agreement and of the releases it contains; and (d)           they are fully aware of the legal and
binding effect of this Agreement. -5- 
   IN
WITNESS WHEREOF, the Parties have executed this Separation Agreement and
Release on the respective dates set forth below.   Latitude Communications, Inc.Dated as of September 17, 2002
  By:
  /s/  Emil WangChief Executive OfficerERIC LEE, an individualDated as of September 17, 2002
  By
  /s/  Eric Lee     -6-