exv10w3c



 





EXHIBIT 10.3c




ASPECT COMMUNICATIONS CORPORATION




RETAINER COMPENSATION PLAN

FOR BOARD OF DIRECTORS

EFFECTIVE JULY 1, 1998




(Amended as of June 6, 2004)




1. Purpose of Plan.




     The purposes of this Plan are to attract and retain the best available
personnel for service as non-employee directors of Aspect Communications
Corporation (the “Company”), to encourage ownership of Company Stock by
non-employee directors, to provide financial incentive as a result of Company
performance to the non-employee directors of the Company who own Company stock
and to encourage their continued service on the Board of Directors of the
Company (the “Board”).



2. Term of Plan.




     The term of the Plan shall be ten (10) years with the initial one (1) year
period commencing on July 1, 1998 and ending on June 30, 1999 unless earlier
terminated by the Board (the “Term”), with any adjustments in the Plan and the
terms hereunder as may be approved by the Board over such term. The Plan
relates to the retainer fee payable to the members of the Board during each
one-year period commencing on July 1 of each year from 1998 through 2007.



3. Annual Retainer.




     A non-employee director shall be eligible for the annual retainer (the
“Annual Retainer”), any then-applicable retainer payments related to
participation on one or more Board committees (the “Committee Retainer”) and
any other specially designated retainers payable by the Company (a “Special
Retainer,” and together with the Annual Retainer and the Committee Retainer,
the “Retainer”), in each case payable quarterly under this Plan if he or she
was serving as a director or, as applicable, as a member of a Board committee
for which retainer payments are made, or otherwise is eligible to receive a
Special Retainer, on the first trading day after the end of each fiscal quarter
during the time that the Retainer Plan is in effect. The Retainer will be paid
as soon as practical thereafter. The dollar amount of the Retainer shall be
determined by the Board over the Term of the Plan in accordance with the
authority granted to the Board under the Company’s Bylaws.



4. Payment of Retainer in Shares in Lieu of Cash Compensation.




     With respect to the quarterly payments of the Retainer payable under this
Plan, each director, at his or her election, has the right to elect to accept
payment in fully vested shares of the Company’s Common Stock equal to 50 or 100
percent of the Retainer. Each director must make this election for each
respective one (1) year period of the Plan on or before the date of the Annual
Meeting of the Company’s shareholders preceding the beginning of the next
succeeding one-year period. The election shall be made on the form attached as
Exhibit A hereto. An individual who first becomes a non-employee director after
the effective date of the Plan shall make the election for his or her initial
period of service on the Board on or before the date on which he or she first
commences service as a director. To the extent that a director becomes eligible
for payment of an additional type of Retainer (e.g., by being appointed to a
new Board committee during the course of such year) during the course of a Plan
year as to which an election under this Section 4 is already



 









 




in place, such election shall apply to any additional Retainer payable during
the remainder of such year in the same manner as set forth in the election
already made with respect to that year.




     The number of shares issued each quarter will equal the dollar amount of
the Retainer to be taken in shares, divided by 100 percent of the market value
of the shares on the first trading day after the end of each fiscal quarter for
which the Retainer is due (such date, the “Payment Date”); provided however
that to the extent shareholder approval of any amendment to the Plan is
required before payment of all or any portion of the quarterly Retainer payment
can be made hereunder, then the applicable Payment Date with respect to such
payment shall be the date of such shareholder approval. The market value shall
be determined to be the closing sale price of the shares on the Payment Date as
such price is reported by the Nasdaq National Market (or, if not so reported,
as otherwise reported by the National Association of Securities Dealers
Automated Quotation System), or in the event the Common Stock is listed on a
stock exchange, the market value shall be the closing sale price on such
exchange on the payment date. No fractional shares will be issued. The number
of shares issued will be rounded down to the nearest number of whole shares.



     In addition, in the event that the total number of shares reserved for
issuance hereunder shall be insufficient to allow the Company to issue the full
number of shares of Common Stock otherwise required pursuant to existing
elections made by participating directors to receive the Retainer in shares of
Common Stock, then the Company shall make a pro rata allocation among
participating directors of the shares of Common Stock available for issuance on
such date or dates upon which it would otherwise be required to issue such
shares and pay the remainder of the amount owed with respect to the Retainers
in cash (unless and until additional shares become available for grant
hereunder).



     The shares will be issued in accordance with the instructions provided by
the director on the form attached as Exhibit A hereto.



     The sale or other transfer of the shares purchased by a director with a
part or all of his/her Retainer will be restricted for a period of six months
after the date of purchase. Notwithstanding the above, a director will be
allowed to transfer such shares within the restricted period to a family trust
established by the director or to a member of the director’s immediate family,
provided, however, that any such transferee shall be subject to the same six
month restriction on sale or subsequent transfer of the shares.



     Shares of the Company’s Common Stock to be issued to directors shall be
issued out of the Company’s authorized but unissued shares. The number of
shares reserved for this purpose shall be 260,000 shares, to be increased
proportionately in the event of stock dividends or stock splits (or other
similar adjustments) or to be decreased proportionately in the event of a
combination of shares. The Board of Directors may increase or decrease the
number of shares reserved for this purpose, subject to approval of the
Company’s shareholders as set forth below.



5. Cash Incentive for Payment in Shares.




     As an inducement to a director to elect to accept payment of all or a
portion of his or her Retainer in shares of the Company’s Common Stock so as to
increase a director’s ownership of Company stock and to help defray a
director’s tax liability with respect to the issuance of the shares, the
Company will pay a cash incentive to the directors electing payment in shares
equal to 20 percent of the Retainer. This incentive will be paid quarterly, in
cash, at the time the quarterly installment of the Retainer is payable in
shares. The cash incentive will be paid only with respect to issued shares and,
in the event of a share shortfall as described in Section 4 above, to the
extent that the share portion of a Retainer is instead paid in cash, the cash
incentive will not be paid with respect to any portion of the Retainer that is
paid in cash.



 









 





6. Policy on Purchase and Sale of Shares.




     As indicated above, the sale or other transfer of shares acquired in lieu
of payment of all or part of the Retainer is restricted for a period of six (6)
months after the shares are issued. Under current law, a director’s acquisition
of shares in lieu of the cash payment of a retainer qualifies for an exemption
under Rule 16b-3(d)(i) of the Securities Exchange Act of 1934 and, therefore,
is not a “purchase” for purposes of Section 16(b) of that Act. Accordingly, it
will not be a violation of Section 16(b) if a director sells shares of Company
stock (regardless of the price at which such other shares are sold) within six
(6) months before or six (6) months after the director acquires shares pursuant
to this Plan. These laws are subject to change. The Company will amend the Plan
as necessary to comply with any changes in the law. A director shall be
required to comply with applicable law.



     For a complete statement of the Company’s policy with respect to the
purchase and sale of Company shares, directors are referred to the full
statement of policy, which the Company has distributed separately to each of
them.



7. Administration and Interpretation.




     This Plan will be administered and interpreted by the Board of Directors.
Issues arising under this Plan will be decided by the Board of Directors and
its decision will be final and binding on the Company and the directors. All
stock issuances shall be automatic and in accordance with the election filed by
a director. No person shall have any discretion to select which non-employee
directors can participate or to determine the number of shares to be issued to
a director, except as otherwise set forth in this Plan with respect to an
individual director’s election to accept payment of his or her Retainer in
shares of the Company’s Common Stock.



8. Board Approval.




     The terms of this Compensation Plan shall become effective upon adoption
by the Board of Directors and shall continue in effect as set forth in Section
2.



9. Shareholder Approval.




     Continuance of the Plan shall be subject to approval by the shareholders
of the Company. Such shareholder approval shall be obtained in the degree and
manner required under applicable state and federal law and the rules of any
stock exchange upon which the Common Stock is listed. No shares may be issued
under this Plan until such approval is obtained.