Common use of Aspect Communications Corporation Clause in Contracts

Aspect Communications Corporation. By: /s/ XXXX XXXXX ------------------------------------------ Xxxx Xxxxx Title: Sr. Vice President Human Resources Address: 0000 Xxxxxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile Number: (000) 000-0000 My signature below signifies my agreement with the above terms. By: /s/ XXXXX XXXXXX ------------------------------------------- Address: -------------------------------------- Facsimile Number: ----------------------------- EXHIBIT A --------- Description of Job Duties And Responsibilities Xxxxx Xxxxxx - Executive Vice President, Finance & CFO ------------------------------------------------------- This position is responsible for overseeing the financial functions of an organization, which is an independent corporation. Responsibilities include financial plans and policies, accounting practices and procedures, and the organization's relationship with the financial community. EXHIBIT B --------- CONFIDENTIALITY AGREEMENT -------------------------- EXHIBIT C --------- RELEASE ------- RELEASE [NOTE: INCLUDES ADEA LANGUAGE] Certain capitalized terms used in this Release are defined in the letter agreement between me and the Company dated _____________, (the "Agreement") which I have executed and of which this Release is a part. I hereby confirm my obligations under the Company's Confidentiality Agreement. Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company's indemnification obligation pursuant to agreement or applicable law. In giving this release, which includes claims that may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads 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." I expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any unknown or unsuspected claims I may have against the Company. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under this Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the execution of this Release by the parties to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Release is executed by me. By: ____________________________________

Aspect Communications Corporation. By: /s/ XXXX XXXXX ------------------------------------------ Xxxx Xxxxx s/ Xxxxxxx Xxxxxxx --------------------------- Title: Sr. Vice Chief Executive Officer and President Human Resources Address: 0000 Xxxxxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile Number: (000) 000-0000 My signature below signifies my agreement with the above terms. By: /s/ XXXXX XXXXXX ------------------------------------------- /Xxxx X. Xxxxx/ Address: -------------------------------------- Facsimile Number: ----------------------------- /Address/ EXHIBIT A --------- Description of Job Duties And Responsibilities Xxxxx Xxxxxx - Executive Vice President, Finance & CFO ------------------------------------------------------- This position is responsible for overseeing the financial functions of an organization, which is an independent corporation. Responsibilities include financial plans and policies, accounting practices and procedures, and the organization's relationship with the financial community. DESCRIPTION OF JOB DUTIES ------------------------- AND RESPONSIBILITIES -------------------- EXHIBIT B --------- CONFIDENTIALITY AGREEMENT -------------------------- EXHIBIT C --------- RELEASE ------- RELEASE [NOTE: INCLUDES ADEA LANGUAGE] Certain capitalized terms used in this Release are defined in the letter agreement between me and the Company dated _____________/Date/, (the "Agreement") which I have executed and of which this Release is a part. I hereby confirm my obligations under the Company's Confidentiality Agreement. Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company's indemnification obligation pursuant to agreement or applicable law. In giving this release, which includes claims that may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads 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." I expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any unknown or unsuspected claims I may have against the Company. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under this Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the execution of this Release by the parties to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Release is executed by me. By: ____________________________________

Aspect Communications Corporation. By: /s/ XXXX XXXXX ------------------------------------------ Xxxx Xxxxx X. Xxxxxxxx ---------------------- Title: Sr. Vice President Human Resources Chairman & Chief Executive Officer Address: 0000 Xxxxxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile Number: (000) 000-0000 My signature below signifies my agreement with the above terms. By: /s/ XXXXX XXXXXX ------------------------------------------- Xxxxxxx X. Xxxxxxx ________________________________ Address: -------------------------------------- __________________________________ Facsimile Number: ----------------------------- _________________________ EXHIBIT A --------- Description of Job Duties And Responsibilities Xxxxx Xxxxxx - Executive Vice President/name, Finance & CFO ------------------------------------------------------- This position is responsible for overseeing the financial functions of an organization, which is an independent corporation. Responsibilities include financial plans and policies, accounting practices and procedurestitle, and the organization's relationship with the financial community. description of job duties/ --------------------------------------------- EXHIBIT B --------- CONFIDENTIALITY AGREEMENT -------------------------- ------------------------- EXHIBIT C --------- RELEASE ------- RELEASE [NOTE: INCLUDES ADEA LANGUAGE] Certain capitalized terms used in this Release are defined in the letter agreement between me and the Company dated ________/date/_____, (the "Agreement") which I have executed and of which this Release is a part. I hereby confirm my obligations under the Company's Confidentiality Agreement. Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company's indemnification obligation pursuant to agreement or applicable law. In giving this release, which includes claims that may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads 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." I expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any unknown or unsuspected claims I may have against the Company. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under this Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the execution of this Release by the parties to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Release is executed by me. By: ____________________________________/name/

Aspect Communications Corporation. By: /s/ XXXX XXXXX ------------------------------------------ Xxxx Xxxxx s/Xxxxxxx Xxxxxxx ----------------------------------- Xxxxxxx Xxxxxxx Title: Sr. Vice Chief Executive Officer and President Human Resources Address: 0000 Xxxxxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Facsimile Number: (000) 000-0000 My signature below signifies my agreement with the above terms. By: /s/ XXXXX XXXXXX ------------------------------------------- Xxxx X. Xxxxx ----------------------------------------------- Address: -------------------------------------- 0000 Xxxx Xxxx Xxxxx, Xxxxx XX 00000 ------------------------------------------ Facsimile Number: ----------------------------- EXHIBIT A --------- Description of Job Duties And Responsibilities Xxxxx Xxxxxx - Executive Vice President, Finance & CFO ------------------------------------------------------- This position is responsible for overseeing the financial functions of an organization, which is an independent corporation. Responsibilities include financial plans and policies, accounting practices and procedures, and the organization's relationship with the financial community. EXHIBIT B --------- CONFIDENTIALITY AGREEMENT -------------------------- EXHIBIT C --------- RELEASE ------- (000) 000-0000 --------------------------------- RELEASE [NOTE: INCLUDES ADEA LANGUAGE] Certain capitalized terms used in this Release are defined in the letter agreement between me and the Company dated ______________, (the "Agreement") which I have executed and of which this Release is a part. I hereby confirm my obligations under the Company's Confidentiality Agreement. Except as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of disputed compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; tort law; contract law; statutory law; common law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company's indemnification obligation pursuant to agreement or applicable law. In giving this release, which includes claims that may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads 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." I expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any unknown or unsuspected claims I may have against the Company. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under this Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following the execution of this Release by the parties to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Release is executed by me. By: ____________________________________--------------------------- Date: ------------------------- April 6, 2000 Xx. Xxxx X. Smith 0000 Xxxx Xxxx Drive Plano, TX 75093 Dear Xxxx: I am pleased to extend this invitation to you to join Aspect Communications Corporation in the capacity of Chief Operating Officer, reporting directly to me, with an anticipated start date of April 7, 2000. This position is an elected corporate executive officer and you will be identified in Aspect's shareholder and other communications as an Executive Officer of the company; hence you are subject to SEC disclosure requirements on your compensation, stock options and ownership position and any financial arrangements between yourself and the company. Your initial job duties will include the following: . Responsible for achieving operating results in line with financial, market share, and growth targets. . Provide direction and tracking on achievement of specific goals in support of operating plan across all company functions. . Together with President/CEO, make final decisions on all operating issues. . Drive services, distribution, and geographic expansion strategies in support of development of company's 3-year plan. . Direct line responsibility for company's sales organizations and service organizations, consisting of customer support, consulting, and customer education functions. . Primary responsibility for customers, distributors, and business alliance partners. . Responsible for all internal and partner training. Your compensation will be composed of three elements: . Your starting salary will be $33,333.34 on a monthly basis ($400,000.00 annual), and will be paid semi-monthly. . You will be eligible to participate in the Aspect Incentive Plan. Under this plan you will be eligible to receive a quarterly cash bonus that is targeted at 100% of your eligible earnings in each quarter. This bonus will be determined as follows: 80% on performance against revenue, profitability and bookings goals approved by the Board of Directors and 20% on performance against pre-established MBO's for that quarter. The payouts on this plan can range from 0%-300%, with no payout for achieving less than 70% on the revenue, profitability and bookings goals. . In addition to your base salary and special and quarterly incentive bonuses, you will be eligible for up to $5,000.00 per year in executive expense reimbursement for any combination or the following: . Personal income tax preparation . Financial and estate planning . Personal physical exam As part of our offer, if either the company requires you to move or you elect to move in the first 18 months, we are extending the enclosed relocation package to you to relocate you and your family from Dallas, Texas to the Bay Area, California. Details and maximum spending amounts are controlled by this policy. If you voluntarily terminate your employment with Aspect Communications prior to 2 years of services, you will be required to reimburse the Company for a pro- rated portion of the relocation package. In addition to our standard relocation, the following items will be provided, assuming continued employment: . Rental or leased vehicle not to exceed $1,500.00 per month for 24 months. . Fully furnished executive apartment or small home leased for 24 months, not to exceed $5,000.00 per month. . $25.00 per diem (Monday through Friday only) for 12 months. . One roundtrip airfare per month from Dallas to the Bay Area provided for your spouse. . A secured seven percent (7%), fixed annual interest loan to cover ninety percent (90%) of the cost of a Bay Area California home you purchase with your relocation to the Bay Area for the amount up to $4.5 million. Three percent (3%) of the interest only will be payable monthly. Four percent (4%) of the seven percent (7%) interest will be accrued for up to five years. The principal and accrued interest is due and payable at the end of year five. The loan would be secured by the Bay Area home that you purchase and would be due within thirty (30) days should you leave the company. You will receive a retention bonus for the amount of $17,500.00 for each of 20 quarters following your relocation to your new Bay Area home conditional upon your continued active employment with Aspect. We understand that your current company may require you to reimburse them for relocation costs incurred. Should this happen, Aspect Communications will cover those costs (with provided documentation), not to exceed $200,000.00. Should you decide to voluntarily terminate your employment with Aspect Communications before 1 year of employment, you agree to reimburse Aspect Communications a pro- rated amount of those costs. Xxxx, I intend to recommend to the Board of Directors of Aspect Communications Corporation that you be granted a stock option to purchase two hundred fifty thousand (250,000) shares of Aspect Communications Corporation Common Stock. The stock option will be recommended for the approval to the Board on your actual first day as an Aspect employee. You will receive your stock option package one week after the Board of Directors has approved your option. The xxxxx xxxxx will be the closing price on the date the grant is issued as quoted in the Wall Street Journal. The option will vest over four years: twenty-five percent (25%) will become exercisable on the first anniversary of your full time employment, and the balance will vest in equal increments monthly over the remaining three-year period. Should your employment terminate for any reason, your option will cease to continue to vest as of your termination. Complete details of the stock option agreement will be provided to you upon approval of your option. You are also eligible to participate in Aspect's comprehensive benefits plans, including health, dental, vision, life and disability insurance plans in accordance with the terms and conditions of subject plans as outline in the Aspect Personal Choice Benefits brochure which will be provided upon the commencement of your employment. As an inducement to accept this offer, and in acknowledgment that you will forfeit certain elements of value to you in leaving your current employment, you will be eligible to receive a total of $100,000.00 in a special cash bonus, payable in four elements of $25,000.00 each, as you achieve preset milestones during the first nine months with the company. We will discuss and set these milestones within 30 days of your employment with Aspect. Additionally, Aspect will guarantee a minimum of 100% of your quarterly bonus target payout, for your first year of employment, provided the company achieves at least 70% of it's revenue profitability and bookings targets for each quarter. This offer of employment is contingent upon the following: . Your ability to provide and maintain the proper and necessary documentation required for you and Aspect to comply with all applicable United States immigration laws and regulations. Please be prepared on your first day of employment to show specific documentation to certify your legal right to work in the United States. Enclosed is a complete listing of acceptable forms of documentation. If you are a foreign national requiring work authorization to begin employment, you must contact the Aspect Immigration Department at (000) 000-0000 or xxxxxx.xxxxxxx@xxxxxx.xxx to initiate the visa process. Aspect will submit a petition on your behalf to obtain employment authorization, and will file visa applications for your immediate dependent family members. Aspect will pay the legal fees and costs related to these filings. Because the number of work visas available each year is limited by the U.S. government, Aspect reserves the right to withdraw or suspend this offer if the Company is not able to obtain work authorization for you in a reasonable period of time. Please note that if you currently have employment authorization such as practical, curricular or academic training (F-1 or J-1), you must contact the Aspect Immigration Department before beginning employment. . Your execution (signature) of the Aspect Employee Agreement, which protects the intellectual property and confidential information of Aspect, and prohibits the unauthorized use of the intellectual property and confidential information of any other company. . The satisfactory review and/or verification of background information, including, but not limited to, education, Department of Motor Vehicle, Social Security, and criminal records. A credit check will be conducted due to the Aspect loan provision provided to you in your relocation package. Xxxx, I am looking forward to working with you at Aspect, being part of a company that provides great value to its customers and employees. I believe that you have much to offer and much to gain -- personally, professionally, and financially -- in joining us. I look forward to a favorable decision and your acknowledgment and assent to the terms of this letter by April 7, 2000. If you have any questions regarding this offer or the enclosed documents, please contact me at (000) 000-0000 or e-mail me at xxxxxxx.xxxxxxx@xxxxxx.xxx Please indicate your acceptance of this offer by signing and returning it to Corporate Staffing immediately. This letter is the complete and entire expression of our offer of employment and supersedes all other information, whether written or oral, concerning your employment offer with Aspect Communications Corporation.