**Exhibit 10.6**

**AMENDED AND RESTATED**

**CHANGE IN CONTROL AGREEMENT**

This Amended and Restated Change in Control Agreement (this *“****Agreement****”),*dated as of September 3,2008, isbetween Captaris, Inc., a Washington corporation (the “***Company***”), and Doug Anderson (the *“****Executive****”).*

The Compensation Committee of the Board of Directors of the Company (the *“****Committee****”)*has determined that it is in the best interests of the Company and its shareholders to ensurethat the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined in *****Appendix A*****to this Agreement, which is incorporated hereinby this reference) of the Company. The Committee believes it is imperative to diminish the inevitable distraction of the Executive arising from the personal uncertainties and risks created by a pending or threatened Change in Control, to encouragethe Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with reasonable compensation and benefits arrangements upon a Change inControl. 

In order to accomplish these objectives, the Committee has caused the Company to enter into this Agreement. 

**1. EMPLOYMENT**

**1.1 Certain Definitions**

(a) “***Change in Control Date***” shall mean the first date during the Term of Agreement (as defined inSection 1.1(b)) on which a Change in Control occurs. 

(b) “***Term of Agreement***” shall mean an initial periodcommencing on the date hereof and ending 18 months after the date hereof; provided,however, that commencing on the date that is 12 months after the date hereof, and on each annual anniversary of such date (such date and each annualanniversary thereof shall be hereinafter referred to as the *“****Renewal Date****”),*the Term of Agreement shall be automatically extended so as to terminate 18 months from such Renewal Date, unless prior to the RenewalDate the Company gives notice to the Executive that the Term of Agreement shall not be so extended. 

**1.2 Post-Change in Control Period**

The Company hereby agrees to continue the Executive in its employ or in the employ of its affiliated companies, and the Executive hereby agrees toremain in the employ of the Company or its affiliated companies, in accordance with the terms and provisions of this Agreement, for the period commencing on the Change in Control Date and ending 12 months after such date (the “***Post-Changein Control Period***”). 

**1.3 Duties**

During the Post-Change in Control Period, the Executive’s authority, duties and responsibilities shall be reasonably commensurate with the most significant of those held, exercised and assigned at any time during the 90-day periodimmediately preceding the Change in Control Date. 

**1.4 Location**

During the Post-Change in Control Period, the Executive’s services shall be performed at any office located no more than 50 miles from the office where Executive was performing services as of the Change inControl Date. 

**1.5 Employment at Will**

The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company or its affiliated companies is“at will” and, prior to the Change in Control Date, may be terminated by either the Executive or the Company or its affiliated companies for any reason and at any time. Moreover, if prior to the Change in Control Date, the Executive’semployment with the Company or its affiliated companies terminates for any reason, then the Executive shall have no further rights under this Agreement. 

**1.6 Board of Directors**

If the Executive is or becomes a member of the Board of Directors of the Company (the“***Board***”), his or her continuation as such shall be subject to the will of the Company’s shareholders and the Board, as provided in the Company’s bylaws and articles of incorporation. Therefore, removal of theExecutive from, or nonelection of the Executive to, the Board by the Company’s shareholders or the Board, as provided in the Company’s bylaws and articles of incorporation, shall in no event be deemed a breach of this Agreement by theCompany. 

**2. ATTENTION AND EFFORT**

During the Post-Change in Control Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive will devote all of his or her productive time, ability, attention andeffort to the business and affairs of the Company and the discharge of the responsibilities assigned to him/her hereunder, and will use his or her best efforts to perform such responsibilities faithfully and efficiently. It shall not be a violationof this Agreement for the 

 

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Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfillspeaking engagements or teach at educational institutions, and (c) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities in accordance with thisAgreement. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Post-Change in Control Period, the continued conduct of such activities (or the conduct of activities similarin nature and scope thereto) during the Post-Change in Control Period shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company. 

**3. COMPENSATION**

During the Post-Change in Control Period, the Company agreesto pay or cause to be paid to the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by him/her, the following compensation: 

**3.1 Salary**

The Executive shall receive an annual base salary (the “***Annual BaseSalary***”), at least equal to the annual salary established by the Board or the Committee for the fiscal year in which the Change in Control Date occurs. The Annual Base Salary shall be paid in substantially equal installments and at thesame intervals as the salaries of other officers of the Company are paid. During the Post-Change in Control Period, the Board or the Committee shall review the Annual Base Salary at least annually and shall determine any increases in future years.

**3.2 Commission**

The Executive shallreceive a monthly commission in cash (the “***Monthly Commission***”) at least equal to 1/12th of the Executive’s commission target for the fiscal year in which the Change in Control Date occurs. The Monthly Commission shallbe paid on the last day of each calendar month during the Post-Change in Control Period 

**3.3 Bonus**

In addition to Annual Base Salary and the Monthly Commission, the Executive shall receive, for eachfiscal year beginning or ending during the Post-Change in Control Period, an annual bonus in cash at least equal to the Executive’s target bonus amount for the fiscal year in which the Change in Control Date occurs; provided, however, that forthe fiscal year in which the Change in Control Date occurs, the Executive shall be awarded a bonus in cash at least equal to the annualized bonus amount that Executive is on pace for as of the Change in Control Date (the “***AnnualBonus***”). Each such Annual Bonus shall be paid during the 2 1/2-month period 

 

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immediately following the end of the fiscal year for which theAnnual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus in accordance with the terms of an applicable deferred compensation plan or arrangement. Notwithstanding the foregoing, in the event the fiscal yearend is different prior to the Post-Change in Control Period than it is after the Post-Change in Control Period, then the Annual Bonus paid to the Executive for the fiscal year in which the Change in Control Date occurs shall be paid during the2 1/2-month period immediately following the new fiscal year end and shall be proportionately adjusted to reflect additional daysor less days in the new fiscal year as a result of the difference in fiscal years. 

**4. BENEFITS**

**4.1 Incentive, Retirement and Welfare Benefit Plans; Vacation**

During the Post-Change in Control Period, the Executive shall be entitled to participate, subject to and in accordance with applicable eligibility requirements, in such fringe benefit programs as shall be provided to other executives of theCompany and its affiliated companies from time to time during the Post-Change in Control Period by action of the Board (or any person or committee appointed by the Board to determine fringe benefit programs and other emoluments), including, withoutlimitation, paid vacations; any incentive, savings and retirement plan, practice, policy or program; and all welfare benefit plans, practices, policies and programs (including, without limitation, medical, prescription, dental, disability, salarycontinuance, employee life, group life, accidental death and travel accident insurance plans and programs). 

**4.2 Expenses**

During the Post-Change in Control Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurredby him/her in accordance with the policies, practices and procedures of the Company and its affiliated companies in effect for the executives of the Company and its affiliated companies during the Post-Change in Control Period. 

**5. TERMINATION**

Employment of theExecutive during the Post-Change in Control Period may be terminated as follows: 

**5.1 By the Company or the Executive**

(a) Upon giving Notice of Termination (as defined below), the Company may terminate the employment of the Executive with or without Cause, and theExecutive may terminate his or her employment for Good Reason or for any reason, at any time during the Post-Change in Control Period. “***Cause***” and “***Good Reason***” are as defined in ***AppendixA*** to this Agreement. 

 

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(b) Notwithstanding any provision in this Agreement (or ***Appendix A*** to this Agreement) tothe contrary, termination of employment by the Executive will not be for Good Reason unless (i) the Executive notifies the Company in writing of the existence of the condition which the Executive believes constitutes Good Reason within 90 daysof the initial existence of such condition (which notice specifically identifies such condition), (ii) the Company fails to remedy such condition within 30 days after the date on which it receives such notice (the “***RemedialPeriod***”), and (iii) the Executive actually terminates employment within 180 days after the expiration of the Remedial Period. If the Executive terminates employment before the expiration of the Remedial Period, then theExecutive’s termination of employment will not be considered to be for Good Reason. The fact that the Company remedies the condition after the expiration of the Remedial Period, but prior to Executive’s Date of Termination, shall notprevent Executive’s termination of employment from being for Good Reason for purposes of Section 6.1. The foregoing sentence shall not be construed as a determination that termination under such circumstances constitutes a “separationfrom service for good reason,” within the meaning of Treasury Regulation Section 1.409A-1 (n)(2). 

**5.2 Automatic Termination**

This Agreement and the Executive’s employment during the Post-Change in Control Period shall terminate automatically upon the death or TotalDisability of the Executive. The term “***Total Disability***” as used herein shall mean the Executive’s inability (with or without such accommodation as may be required by law and which places no undue burden on the Company),as determined by a physician selected by the Company and acceptable to the Executive, to perform the duties set forth hereunder for a period or periods aggregating 120 calendar days in any 12-month period as a result of physical or mental illness,loss of legal capacity or any other cause beyond the Executive’s control, unless the Executive is granted a leave of absence by the Board. 

**5.3Notice of Termination**

Any termination by the Company or by the Executive during the Post-Change in Control Period shall be communicatedby Notice of Termination to the other party given in accordance with Section 10 hereof. The term “***Notice of Termination***” shall mean a written notice which (a) indicates the specific termination provision in thisAgreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Subject toSection 5.1(b), the failure by the Executive or the Company to set forth in the Notice of Termination 

 

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any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of theExecutive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. 

**5.4 Date of Termination**

During the Post-Change inControl Period, the term “***Date of Termination***” shall mean (a) if the Executive’s employment is terminated by reason of death, at the end of the calendar month in which the Executive’s death occurs, (b) ifthe Executive’s employment is terminated by reason of Total Disability, immediately upon a determination by the Company of the Executive’s Total Disability, and (c) in all other cases, ten days after the date of mailing or personaldelivery of the Notice of Termination. The Executive’s employment and performance of services will continue during such ten-day period; provided,however, that the Company may, upon notice to the Executive and without reducing theExecutive’s compensation during such period, excuse the Executive from any or all of his or her duties during such period. 

**6.TERMINATION PAYMENTS**

In the event of termination of the Executive’s employment during the Post-Change in Control Period, allcompensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 6. 

**6.1 Termination by theCompany for Other Than Cause or by the Executive for Good Reason**

If the Company terminates the Executive’s employment other thanfor Cause or the Executive terminates his or her employment for Good Reason prior to the end of the Post-Change in Control Period, the Executive shall be entitled to: 

(a) receive payment of the following accrued obligations (the *“****Accrued Obligations****”):*

(i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, payable no later than the regularly scheduled pay day coincident with or next following the Date ofTermination; 

(ii) product of (x) the Monthly Bonus payable with respect to the calendar month in which the Date of Terminationoccurs and (y) a fraction, the numerator of which is the number of days in the calendar month in which the Date of Termination occurs, and the denominator of which is 30 

(iii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction,the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, payable no more than 10 days after the Date of Termination; and 

 

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(iv) any compensation previously deferred by the Executive (together with accrued interest or earningsthereon, if any), payable pursuant to the terms of the deferred compensation plan, program or arrangement pursuant to which it was deferred; 

(v) any accrued vacation pay, payable no more than 10 days after the Date of Termination; 

in each case to the extent nottheretofore paid; 

(b) payment of any COBRA premiums that would otherwise be payable by the Executive for COBRA continuation coverage forthe Executive and his family under the Company’s group health plans for whichever of the following periods is shortest: (i) a period of 12 months, (ii) until such time as Executive obtains new health insurance coverage, or(iii) until such date as the Executive is no longer entitled to COBRA continuation coverage under the Company’s group health plans. Any such premiums paid by the Company shall be treated as taxable income to the Executive to the extentnecessary to prevent the benefits provided under the Company’s group health plans from being treated as taxable income to the Executive under Code Section 105(h); 

(c) base salary continuation, payable in the course of the Company’s regularly scheduled payroll and subject to normal withholdings, for a period oftime equal to 12 months, commencing on the first regularly scheduled pay day following the Date of Termination. For purposes of Code Section 409A, each installment payable pursuant to this paragraph (c) shall be treated as a separatepayment; 

(d) commission payment continuation for a period of time equal to 12months, payable in monthly installments at the end of each month, in an amount equal to 1/12th per month of Executive’s commission targetfor the fiscal year in which the Date of Termination occurs; 

(e) an amount equal to one times the target Annual Bonus payable for thefiscal year in which the Date of Termination occurs, payable no more than 10 days after the Date of Termination; 

(f) immediate vesting ofall equity awards granted by the Company to the Executive outstanding as of the Change in Control Date; and 

(g) an extension of thepost-termination exercise period of all stock options granted by the Company to the Executive outstanding as of the Change in 

 

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Control Date, so that such options shall be exercisable for a period of one year from the Date of Termination; provided,however, that in no event shall the exercise period for any option be extended beyond the earlier of (i) the latest date the option could have expired by its original terms under any circumstances or (ii) the tenth anniversary of the originaldate of grant of the option. 

**6.2 Termination for Cause or Other Than for Good Reason**

If the Executive’s employment shall be terminated by the Company for Cause or by the Executive for other than Good Reason during the Post-Change inControl Period, this Agreement shall terminate without further obligation to the Executive other than the obligation to pay to the Executive his or her Annual Base Salary through the Date of Termination plus the amount of any compensation previouslydeferred by the Executive, in each case to the extent theretofore unpaid. 

**6.3 Expiration of Term**

In the case of a termination of the Executive’s employment as a result of the expiration of the term of this Agreement, the Executive shall not beentitled to receive any payments hereunder, other than the Accrued Obligations. 

**6.4 Termination Because of Death or Total Disability**

If the Executive’s employment is terminated by reason of the Executive’s death or Total Disability during the Post-Change in Control Period,this Agreement shall terminate automatically without further obligations to the Executive or his or her legal representatives under this Agreement, other than for payment of Accrued Obligations (which shall be paid to the Executive’s estate orbeneficiary, as applicable in the case of the Executive’s death). 

**6.5 Excess Parachute Payments**

Notwithstanding any other provision of this Agreement, if either the Company or the Executive receives confirmation from the Company’s independenttax counsel or its certified public accounting firm (the “***Tax Advisor***”) that any portion of any payment by the Company or a related entity to the Executive, or any benefit received by the Executive, under this Agreement orotherwise (each a “***Payment***”) would be considered to be an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, (the “***Code***”) orany successor or similar statute then in effect, then the Payments (under this Agreement or otherwise) shall be reduced (the “***Reduction***”) to the highest amount that, in the opinion of the Tax Advisor, may be paid to theExecutive by the Company without having any portion of any Payment treated as an “excess parachute payment;” provided that the Company may elect, in its sole and absolute discretion, not to apply the Reduction if, in the opinion of the TaxAdvisor, the after-tax value to the Executive of the total 

 

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Payments prior to the Reduction is greater than the after-tax value to the Executive if the total Payments are determinedtaking into account the Reduction. For purposes of determining the after-tax value of the Payments, (i) the Executive shall be deemed to pay income taxes at the highest rate of federal income tax and the highest rate or rates of state and localincome taxes in the state and locality of the Executive’s domicile for income tax purposes for the taxable year in which the total Payments will be made, provided that the state and local income tax rate shall be determined assuming that suchtaxes are fully deductible for federal income tax purposes, (ii) the Executive shall be deemed to pay employment taxes at the applicable rate under Code Section 3101(b), and (iii) the Executive shall be deemed to pay excise tax at theapplicable rate under Code Section 4999. In the event the Reduction is applied, the Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of any Payments that are subject to CodeSection 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Payments that are exempt from Code Section 409A. 

**7. REPRESENTATIONS, WARRANTIES AND OTHER CONDITIONS**

In order to induce the Company to enter into this Agreement, the Executive represents and warrants to the Company as follows: 

**7.1 Health**

The Executive is in good health and knows of no physical or mental disability which, with or without anyaccommodation which may be required by law and which places no undue burden on the Company, would prevent him/her from fulfilling his or her obligations hereunder. The Executive agrees, if the Company requests, to submit to periodic medicalexaminations by a physician or physicians designated by, paid for and arranged by the Company. The Executive agrees that the examination’s medical report shall be provided to the Company. 

**7.2 No Violation of Other Agreements**

The Executiverepresents that neither the execution nor the performance of this Agreement by the Executive will violate or conflict in any way with any other agreement by which the Executive may be bound. 

**8. CIIN AGREEMENT**

The Executive will not, at any time during the term ofemployment by the Company, or at any time thereafter, directly, indirectly or otherwise, be in breach of the Confidential Information, Inventions and Non-Competition Agreement (the “***CIIN Agreement***”) between the Executive andthe Company. Any breach of the CIIN Agreement by the Executive shall constitute a breach of this Agreement. 

 

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The Executive understands that the Company will be relying on this Agreement and the CIIN Agreement incontinuing the Executive’s employment, paying him/her compensation, granting him/her any promotions or raises, or entrusting him/her with any information which helps the Company compete with others. 

The terms and provisions of the CIIN Agreement that are intended to survive termination of the CIIN Agreement shall be unaffected by and shall survivethe termination of this Agreement and the termination of the Executive’s employment with the Company 

**9. NOTICE AND CURE OF BREACH**

Except as provided otherwise in Section 5.1(b), whenever a breach of this Agreement by either party is relied upon asjustification for any action taken by the other party pursuant to any provision of this Agreement, other than any action that constitutes “Cause” under this Agreement, before such action is taken, the party asserting the breach of thisAgreement shall give the other party at least ten days’ prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunityto correct such breach during the ten-day period. 

**10. FORM OF NOTICE**

Every notice required by the terms of this Agreement shall be given in writing by serving the same upon the party to whom it was addressed personally orby registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof: 

 
If to the Executive: Doug Anderson 13820 Somerset Lane SE Bellevue, WA 98006If to the Company: Captaris, Inc. 301 116th Avenue SE Bellevue, Washington 98004 Attn: General Counsel
 

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or such other address as shall be provided in accordance with the terms hereof. Except as set forth in Section 5.4hereof, if notice is mailed, such notice shall be effective upon mailing. 

**11. ASSIGNMENT**

This Agreement is personal to the Executive and shall not be assignable by the Executive. The Company may assign its rights hereunder to (a) anycorporation resulting from any merger, consolidation or other reorganization to which the Company is a party or (b) any corporation, partnership, association or other person to which the Company may transfer all or substantially all of theassets and business of the Company existing at such time. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permittedassigns. 

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Asused in this Agreement, *“****Company****”*shall mean Captaris, Inc. and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

**12. WAIVERS**

No delayor failure by any party hereto in exercising, protecting or enforcing any of its rights, tides, interests or remedies hereunder, and no course of dealing or performance with respect hereto, shall constitute a waiver thereof. The express waiver by aparty hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any otherrights or remedies. 

**13. AMENDMENTS IN WRITING**

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, nor consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall bein writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by the Company and the Executive, and each such amendment, modification, waiver, termination ordischarge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any othermatter not set forth in an agreement in writing and signed by the Company and the Executive. 

 

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**14. SECTION 409A OF THE CODE**

The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Code Section 409Ato the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury RegulationSection 1.409A-1(b)(9)(iii), or otherwise. For example, in addition to any other exceptions that may apply, if payments provided under section 6.1(c) and (d) would meet the involuntary separation pay plan exception described in TreasuryRegulation Section 1.409A-1(b)(9)(iii) but for the dollar limit in such exception, then amounts up to such limitation will be paid as provided in section 6.1 and only the excess over such limitation will be treated as subject to CodeSection 409A. To the extent Code Section 409A is applicable to this Agreement (and such payments and benefits), the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitationsand restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Withoutlimiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in thisAgreement to the termination of the Executive’s employment are intended to mean the Executive’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Executive is a“specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i), then to the extent necessary to avoid subjecting the Executive to the imposition of any additional tax under Code Section 409A, amounts that wouldotherwise be payable under this Agreement during the six-month period immediately following the Executive’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i), shall not be paid to the Executive duringsuch period, but shall instead be accumulated and paid to the Executive (or, in the event of the Executive’s death, the Executive’s estate) in a lump sum on the first business day following the earlier of the date that is six months afterthe Executive’s separation from service or the Executive’s death. Provided, however, that the Company shall pay the amounts due the Executive under this Agreement at the times provided in Section 6 unless the Company fails to commencerequired payments to the Executive within ten (10) days after the Executive’s Date of Termination because the Company determines that Code Section 409A prohibits such payments at those times, in which case the Executive shall have ten(10) days after such failure to submit a legal opinion to the contrary which the Company shall be entitled to rely upon. The Company shall have ten (10) days from receipt of that opinion to either commence payments pursuant 

 

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to Section 6 or to submit the matter to immediate binding arbitration to be decided within 30 days by one arbitratorwho is either mutually agreed upon or selected in accordance with the AAA rules. If the Company or the Executive determines that any provision of this Agreement is or might be inconsistent with the requirements of Code Section 409A, the partiesshall attempt in good faith to agree on such amendments to this Agreement as may be necessary or appropriate to avoid subjecting the Executive to the imposition of any additional tax under Code Section 409A. Notwithstanding the foregoing, noprovision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from the Executive or any other individual to the Company or any of its affiliates. 

**15. APPLICABLE LAW AND VENUE**

ThisAgreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts oflaws. Executive irrevocably consents to the jurisdiction and venue of the state and federal courts located in King County, Washington, and agrees not to bring any action, or seek to remove or transfer any action, relating to this Agreement in or toany other court, other than a state or federal court located in King County, Washington. 

**16. ARBITRATION**

Except in connection with enforcing Section 8 hereof, for which legal and equitable remedies may be sought in a court of law, any dispute arisingunder this Agreement shall be subject to arbitration. The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “***AAA Rules***”) then in effect,conducted by one arbitrator either mutually agreed upon or selected in accordance with the AAA Rules. The arbitration shall be conducted in King County, Washington, under the jurisdiction of the Seattle office of the American ArbitrationAssociation. The arbitrator shall have authority only to interpret and apply the provisions of this Agreement, and shall have no authority to add to, subtract from or otherwise modify the terms of this Agreement. Any demand for arbitration must bemade within sixty (60) days of the event(s) giving rise to the claim that this Agreement has been breached. The arbitrator’s decision shall be final and binding, and each party agrees to be bound to by the arbitrator’s award, subjectonly to an appeal therefrom in accordance with the laws of the State of Washington. Either party may obtain judgment upon the arbitrator’s award in the Superior Court of King, County, Washington. 

 

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**17. SEVERABILITY**

If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or theextent of the activities prohibited or required by it, then, to the full extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry outthe intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitratorhaving jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. 

**18. ENTIRE AGREEMENT**

This Agreement on and as of the date hereof constitutes the entire agreementbetween the Company and the Executive with respect to Executive’s duties and benefits upon and after a Change in Control and any other subject matters addressed herein. All prior or contemporaneous oral or written communications, understandingsor agreements between the Company and the Executive with respect to such subject matters, are hereby superseded and nullified in their entireties. Any and all future oral or written communications, understandings or agreements between the Companyand the Executive with respect to such subject matter shall not alter, amend, expand or otherwise change the duties and benefits provided herein, unless in compliance with the requirements of Paragraph 13 herein. 

**19. WITHHOLDING**

The Company maywithhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. 

**20. COUNTERPARTS**

This Agreement may be executed in counterparts, each of which counterpart shall bedeemed an original, but all of which together shall constitute one and the same Instrument. 

 

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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement on the date set forthabove. 

 
**EXECUTIVE****/s/    Doug Anderson****Doug Anderson**
 
**CAPTARIS, INC.****By:** **/s/    David Anastasi****Name:** **David Anastasi****Title:** **President and CEO**
 

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**APPENDIX A**

**TO**

**CHANGE IN CONTROL AGREEMENT**

For purposes of the Change in Control Agreement, the following capitalized terms shall have the following meanings: 

“***Cause***” shall mean cause given by the Executive to the Company and shall include the occurrence of one or more of the followingevents: 

(a) Executive’s willful material misconduct or dishonesty in the performance of, or the willful failure to perform, anymaterial duty under this Agreement; 

(b) Executive’s willful injury of the Company, or Executive’s breach of fiduciary duty tothe Company involving personal profit; 

(c) Conviction of Executive of the violation of a state or federal criminal law involving thecommission of a crime against the Company or any felony; 

(c) Habitual or repeated misuse by Executive of alcohol or controlled substancesthat materially impairs Executive’s ability to perform his duties under this Agreement; 

(d) Any material and willful violation byExecutive of any provisions of the CIIN Agreement; or 

(e) Any past or present act of Executive involving moral turpitude adverselyaffecting the business, goodwill or reputation of the Company, or materially and adversely affecting Executive’s ability to effectively represent the Company with the public. 

“***Change in Control***” shall mean: 

(a) consummation of an acquisition by any Entity of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (1) the then outstanding shares of commonstock of the Company (the “***Outstanding Company Common Stock***”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the“***Outstanding Company Voting Securities***”), excluding, however, the following: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege where the securitybeing 

 

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so converted was not acquired directly from the Company by the party exercising the conversion privilege, (ii) anyacquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Company, or (iv) a Related Party Transaction; 

(b) a change in the composition of the Board during any two-year period such that the individuals who, as of the beginning of such two-year period,constitute the Board (the “***Incumbent Board***”) cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Boardsubsequent to the beginning of the two-year period, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were alsomembers of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any such individual whose initial assumption ofoffice occurs as a result of or in connection with an actual or threatened solicitation of proxies or consents by or on behalf of an Entity other than the Board shall not be considered a member of the Incumbent Board; 

(c) consummation of a merger or consolidation of the Company with or into any other company or other entity, excluding, in each case, a Related PartyTransaction; 

(d) consummation of a statutory share exchange pursuant to which the Company’s outstanding shares are acquired or a salein one transaction or a series of transactions undertaken with a common purpose of at least 50% of the Company’s outstanding voting securities, excluding, in each case, a Related Party Transaction; or 

(e) consummation of a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose ofall or substantially all of the Company’s assets, excluding, in each case, a Related Party Transaction. 

Where a series oftransactions undertaken with a common purpose is deemed to be a Change in Control, the date of such Change in Control shall be the date on which the last of such transactions is consummated. 

“***Entity***” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) of the Exchange Act).

“***Exchange Act***” shall mean the Securities Exchange Act of 1934, as amended. 

“***Good Reason***” shall mean the occurrence of any of the following events, without the consent of the Executive: 

 

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(a) A material reduction in the Executive’s Annual Base Salary or Annual Bonus. A reduction of 5% ormore will be deemed material, otherwise materiality shall be determined based on the facts and circumstances. The foregoing sentence shall not be construed as a determination that termination under such circumstances constitutes a “separationfrom service for good reason,” within the meaning of Treasury Regulation Section 1.409A-1(n)(2); 

(b) A material reduction in theExecutive’s authority, duties or responsibilities as contemplated by Section 1.3; provided that a change in the person or office to which the Executive reports, without a corresponding reduction in authority, duties or responsibilities,resulting primarily from organizational changes incident to a merger or acquisition, shall not constitute “Good Reason”; 

(c) Arelocation of the principal location at which the Executive is required provide services to any office or location other than that described in Section 1.4 hereof; 

(d) Any other action or inaction that constitutes a material breach by the Company of Section 3, 4, or 11 hereof. 

***“Parent********Company****”*shall mean a company or other entity which as a result of a Change in Control owns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries. 

*“****Related Company****”*shall mean any entitythat is directly or indirectly controlled by, in control of or under common control with the Company. 

*“****Related PartyTransaction****”*shall mean a Change in Control pursuant to which: 

(a) the Entities who are the beneficial owners of theOutstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Change in Control will beneficially own, directly or indirectly, at least 50% of the outstanding shares of common stock, and the combined votingpower of the then outstanding voting securities entitled to vote generally in the election of directors of the Successor Company in substantially the same proportions as their ownership, immediately prior to such Change in Control, of theOutstanding Company Common Stock and Outstanding Company Voting Securities; 

(b) no Entity (other than the Company, any employee benefitplan (or related trust) of the Company or a Related Company, the Successor Company or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (a) above is satisfied in connection with theapplicable Change in Control, such Parent Company) will beneficially own, directly or indirectly, 40% or more of, respectively, the outstanding shares of common stock of 

 

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the Successor Company or the combined voting power of the outstanding voting securities of the Successor Company entitledto vote generally in the election of directors unless such ownership resulted solely from ownership of securities of the Company prior to the Change in Control; and 

(c) individuals who were members of the Incumbent Board will immediately after the consummation of the Change in Control constitute at least a majority of the members of the board of directors of the Successor Company(or, if reference was made to equity ownership of any Parent Company for purposes of determining whether clause (a) above is satisfied in connection with the applicable Change in Control, of the Parent Company). 

“***Successor Company***” shall mean the surviving company, the successor company or Parent Company, as applicable, in connection witha Change in Control. 

 

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