Sample Business Contracts

Directorship Agreement - Aspect Communications Corp. and Barry Ariko

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               January 18, 2002

               Barry Ariko
               14740 Farwell Avenue
               Saratoga, CA 95070

               Dear Barry:


               I am pleased to welcome you to Aspect's Board of Directors
               following the unanimous vote of Aspect's board to appoint you to
               Aspect's Board of Directors.

               I am asking that you be prepared to spend a few hours of informal
               advisory time with me and other officers or directors at least
               once a quarter and to be available by telephone to discuss issues
               and concerns as we need qualified advice. Your participation in
               board meetings at the company's San Jose headquarters generally
               five or six times per year will be your most visible interaction
               with our other directors and officers. We try to set dates for
               these meetings 6 to 12 months in advance and generally will
               expect to hold the duration of each meeting to 4-5 hours.

               As a director, you will receive an annual retainer of $24,000 per
               year, paid quarterly, which will compensate you for all your
               professional duties including board meetings, committee meetings
               and informal time. You may elect to take this retainer in cash or
               in stock. If you elect to receive this payment in stock, you will
               receive an additional $4,800 annually to partially offset any tax
               consequences of being paid in stock where it may not be desirable
               or practical to sell these shares to pay personal taxes. (We also
               have a provision that you may choose to take your retainer, half
               in cash and half in stock, in which case you will receive an
               additional $2,400 annually for tax offset.) Please fill out the
               attachment with your election on Exhibit A, enclosed. Sign both
               copies of the documents and return an original set to Bonnie
               Savage. You will also be reimbursed by the company for any
               reasonable and ordinary out-of-pocket expenses you incur in
               fulfilling your role as a director. It is our policy to provide
               directors with business class or equivalent airfare tickets and
               travel arrangements for transcontinental and international travel
               for board activities.

               You will also participate in the 1998 Director's Stock Option
               Plan (as amended and restated as of August 31, 2000), and you
               will be granted a ten-year option to purchase 24,000 shares of
               Aspect Common Stock, vesting 25 percent per year over the next
               four years. The option exercise price will be the closing price
               on the date of your signing of this agreement. Assuming your
               continued participation as a director, you will be granted
               annually on August 31 an additional 6,000 share options at the
               then-current fair market value.

Aspect Communications
310 Ridder Park Drive
San Jose, CA 95131-2313
tel (408) 325-2200
fax (408) 325-2260


You will be asked to observe the customary SEC requirements regarding reporting
of your Aspect stock ownership, avoiding insider trading and short-swing
transactions, and such other requirements of directors of public companies as
may apply now and in the future.

Barry, I am really excited about your joining Aspect's board. You bring the
exact kind of skills I've been looking to add to my board, and I am excited
about being able to introduce you as a director to my management team in the
near future. If the provisions of this invitation meet with your expectation,
would you please sign and return to me one original copy of this letter within
the next few days.


/s/ Beatriz V. Infante
Beatriz V. Infante
Chairman, President and Chief Executive Officer (CEO)

Acknowledged and Accepted:

/s/ Barry Ariko                                                     1/18/02
--------------------------------                                    ------------
Barry Ariko                                                         Date


                                   EXHIBIT A

                        Stock Administration Department
                    1310 Ridder Park Dr., San Jose, CA 95131
                        p) 408-325-2437 f) 408-325-2766


Pursuant to the terms of the Aspect Communications Corporation Annual Retainer
Compensation Plan (the "Plan"), I elect to receive payment of 0% [indicate 0%,
50% or 100%] of my annual retainer for the period of July 1, 2001 - June 30,
2002 in shares of the Company's Common Stock.

I understand that I cannot revoke this election for the period indicated above.
I further understand that I must execute a new election for each subsequent year
under the Plan prior to the beginning of each one-year period as set forth in
the Plan document.

I understand that I cannot dispose of shares issued under the Plan until six
months after the date of issuance.

If I elected above to receive part of my entire Retainer paid in stock, I hereby
direct Aspect to [check one]:

..    Hold the shares in a book entry account until I give the Company a written
     request directing them to issue the shares.

..    Issue the shares in my name or in the name of my family trust, as it
     appears below, and mail the certificate to the address indicated below:

                            Registration of Shares:


               Address where Stock Certificate should be mailed:





Date:  1/18/02                              /s/ Barry M. Ariko
       -------                              ------------------------

                                            Barry M. Ariko
                                            Printed name

Please return this form to Aspect's Stock Administration Department.

Retainer form-new director


               DATE:     January 18, 2002

               TO:       Barry Ariko

               FROM:     Carrie M. Augello Kovac

[LOGO] ASPECT  SUBJECT:  Annual Retainer Election


               Congratulations on your election to Aspect Communications' Board
               of Directors. As a Director of the Company, you are eligible for
               the annual retainer payable quarterly under the Annual Retainer
               Compensation Plan for Board of Directors, effective July 1, 1998.

               With respect to the quarterly Retainer payments of $6,000 payable
               under this Plan, you have the right to elect to accept payment in
               cash or in fully vested shares of Aspect's Common Stock equal to
               50 or 100% of the Retainer. You must make this election for each
               respective one-year period of the Plan. The election shall be
               made on the form attached as Exhibit A.

               If you elect to accept payment of all or a portion of your
               retainer in shares of the Company's Common Stock, 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
               closing sale price of the shares on the first trading day after
               the end of each fiscal quarter for which the Retainer is due. No
               fractional shares will be issued. The number of shares issued
               will be rounded down to the nearest number of whole shares. The
               sale or transfer of the shares purchased with a part or all of
               your Retainer will be restricted for a period of six months after
               the date of purchase. In addition, the Company will pay you a
               cash incentive equal to 20 percent of the Retainer. This cash
               incentive is intended to help defray your tax liability with
               respect to the issuance of the shares. It will be paid quarterly,
               in cash, at the time the quarterly installment of the Retainer is
               payable in shares.

               If you have any questions regarding your election, please feel
               free to contact me at (408) 325-2437.

Aspect Communications
310 Ridder Park Drive
San Jose, CA 95131-2313
Tel (408) 325-2200
Fax (408) 325-2260