side_letterofficers.htm


    EXHIBIT
10.48

     

    COMMUNICATION
INTELLIGENCE CORPORATION

    275
Shoreline Drive, Suite 500

    Redwood
Shores, CA 94065

     

    


     

    May 28,
2009

     

    
      	
              SG
      Phoenix LLC

              110
      East 59th
      Street, Suite 1901

              New
      York, NY 10022

               

            	 
      


    

    


    Re:           Salary Reduction Plan for
Executive Officers of Communication Intelligence Corporation under Amendment No.
1 to Credit Agreement, dated May 28, 2009

     

    Gentlemen,

     

    Reference
is made to that certain Amendment No. 1 to Credit Agreement, dated as of
May 28, 2009, by and among Communication Intelligence Corporation (the
“Company”), and
Phoenix Venture Fund LLC (“Phoenix”), Michael
Engmann (“Engmann”), the
Additional Lenders (as that term is defined in Amendment No. 1 to Credit
Agreement) and SG Phoenix LLC, as the Collateral Agent (“Amendment No. 1”) to
the Credit Agreement dated as of June 5, 2008, by and among the Company,
Phoenix, Engmann, Ronald Goodman and the Collateral Agent (together with
Amendment No. 1, the “Agreement”).  Any
capitalized terms used but not otherwise defined herein shall have the same
meanings ascribed to such terms in the Agreement.

     

    Pursuant
to Section 2.9 of the Agreement, the Company covenants and agrees to implement,
commencing with the first pay period subsequent to the Additional Closing Date,
the salary reduction plan for the Company’s executive officers proposed by the
Company and as agreed to by the Company and the Collateral Agent as set forth on
Exhibit A
attached hereto, which, when taken together with the salary reduction plan for
employees, provides for the achievement of at least a 13% aggregate reduction in
salaries for the Company’s executive officers and
employees.   The agreement set forth herein is a valid and
binding obligation of the Company, enforceable in accordance with the terms
hereof and is an additional provision of Section 2.9 of the Agreement as if the
terms hereof were set forth fully in the Agreement.

     

               This
side letter may be executed in multiple counterparts, each of which shall be
deemed to be an original, but all such separate counterparts shall together
constitute but one and the same instrument.  Delivery of a counterpart
hereof by facsimile transmission or by e-mail transmission shall be as effective
as delivery of a manually executed counterpart hereof.

     

    This letter shall be governed by, and
construed in accordance with, the laws of the State of New York excluding that
body of law relating to conflicts of law.

     

    [Remainder of the Page Intentionally
Left Blank]

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
          EXHIBIT
10.48

        

      

    

     

    Please
indicate your agreement and acceptance of the terms and conditions of this
letter agreement by executing this letter agreement in the designated space
below and returning a signed copy.

     

    Very
truly yours,

     

    Communication
Intelligence Corporation

    


    


    By:__________________________

          Name:
Francis V. Dane

          Title:   Chief
Financial Officer

    


     

    
      	
               
      

            	
              AGREED
      AND ACCEPTED:

            


    

     

    
      	
               
      

            	
              SG
      Phoenix LLC

            


    

    


    


    
      	
              By:

            	 


    

    
      	
               
      

            	
                    Name:
      Andrea Goren

            


    

    
      	
               
      

            	
                    Title:   Member

            


    

    


     

     

     

    [Signature
page to Side Letter]


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
          EXHIBIT
10.48

        

      

    

    


    EXHIBIT
A

    


    SALARY
REDUCTION PLAN

    


    


    
      	
              DEPT.

            	
              LAST

              NAME

            	
              FIRST
      NAME

            	
              CURRENT
      ANNUAL

               $

            	
              AFTER
      REDUCTION $

            	
               REDUCTION
      $

            	
              REDUCTION

              %

            
	
              2

            	
              DiGregorio

            	
              Guido

            	
              285,000.00

            	
              200,000.00

            	
              85,000.00

            	
              30%

            
	
              4

            	
              Davis

            	
              Russell

            	
              165,000.00

            	
              148,500.00

            	
              16,500.00

            	
              10%

            
	
              2

            	
              Dane

            	
              Francis

            	
              160,000.00

            	
              136,000.00

            	
              24,000.00

            	
              15%

            
	 
      	 
      	 
      	
                    610,000.00

            	
               

               484,500.00

            	
               

              125,500.00

            	 
      


    

    


     

     

     

     

     

     

     

     

    -A
-