Severance Agreement - Aspect Telecommunications Corp. and Dennis L. Haar
[ASPECT LETTERHEAD]
November 11, 1998
Mr. Dennis L. Haar
2055 Valley Oak Road
Pleasanton, CA 94588
Dear Dennis:
This letter is to confirm the agreement between you and Aspect
Telecommunications Corporation ("Aspect" or the "Company") regarding your
impending resignation from Aspect. We agree that you will resign as an
executive officer of Aspect and all subsidiaries of Aspect effective January 31,
1999, (your "Transition Date"). Thereafter, and through July 31, 1999, (your
"Resignation Date"), you will continue as a part-time employee of Aspect, in a
different capacity and with different duties from those you hold before your
Transition Date.
Accordingly, if you sign and do not revoke this letter agreement, your full time
employment with Aspect will continue until your Transition Date and Aspect will
continue to pay your current monthly base salary and your Executive Incentive
Plan bonus applicable for the quarter that will end December 31, 1998, less
applicable withholding and deductions, and Aspect will provide any employee
benefits you are eligible to receive through and until the Transition Date. It
is understood that you will apply your full time support and engagement to meet
all of the duties and obligations of your full range of current assignments with
Aspect until the Transition Date.
Based upon the knowledge of your intention to resign, Aspect will immediately
begin to determine an appropriate successor to your responsibilities, and you
agree to assist and support that evaluation and selection. If Aspect determines
that it has selected your successor before your Transition Date, it may extend a
commitment to such person, with an effective starting date that best meets the
needs of that individual and the Company. In the unlikely event that such
starting date is before your Transition Date, you agree to cooperate with the
short-term overlap of that new person into your current job assignment.
From the period after the Transition Date and up to your Resignation Date (the
"Transition Period"), Aspect shall retain you as a part-time employee. Your
position title will be Executive Advisor, reporting to me. During the
Transition Period, you agree to make yourself available and to use your best
efforts to perform whatever reasonable assignments that Aspect assigns to you.
Aspect will pay you a monthly salary of $22,000.00, less applicable withholdings
during the Transition Period. During the Transition Period, you will be
eligible to participate in the standard Employee Incentive Plan which is
targeted at nine percent of your quarterly base pay in accordance with the
provisions of the Employee Incentive Plan. You will continue to receive all
employee benefits throughout the Transition Period pursuant to Aspect's
policies, including the continued vesting of your employee stock options.
<PAGE>
Mr. Dennis L. Haar
November 11, 1998
Page 2
Aspect will continue the Transition Period through, but not after July 31, 1999,
provided, however, that Aspect may accelerate your Resignation Date and
terminate your employment with the Company at any time for "Good Cause" and such
earlier date shall become the Resignation Date. "Good Cause" includes any
material breach of this agreement by you; any act of misconduct; conviction of a
felony; or any other act that materially adversely affects Aspect's business
interests. If prior to the Resignation Date you terminate your employment
relationship with Aspect for any reason or if Aspect terminates it for Good
Cause, then Aspect will owe your salary earned through the date of termination.
In such case, your stock vesting would end on that termination date.
Before and during the Transition Period, you agree that you will not accept
employment with any other company. Additionally, during the Transition Period,
you agree to not render services to or engage in any activity to formulate or to
start any "business competitive with Aspect". In order to ensure compliance
with this paragraph, you agree to give me written notice and obtain my written
consent before you accept employment with, or provide services to, or develop
any business plans or seek funding or support for any new entity or any other
company during the Transition Period. For purposes of this agreement, a
"business competitive with Aspect" would be any actual or potential competitor
of Aspect as determined by Aspect in its discretion; this would include any
company engaged, planning to engage, or which could engage in any business in
which Aspect is engaged or planning to engage. You understand and agree that the
commitments contained in this paragraph are a material inducement to Aspect for
the benefits and payments outlined in this agreement, and that, for the breach
thereof, Aspect will be entitled, among other potential remedies, to immediately
terminate the Transition Period and all corresponding payments as well as stock
option vesting. You understand and agree that if Aspect ceases such payments and
benefits as a result of your breach of this paragraph, that the waivers and
releases you agree to in this agreement shall remain in full force and effect at
all times in the future.
You agree that from now and until one year following your Resignation Date, you
will not solicit, encourage, or attempt to solicit or encourage any Aspect
employee or consultant to cease their relationship with Aspect for any reason.
You understand and agree that Aspect has no policy, procedure or obligation
requiring payment of any severance benefits and it is in consideration of your
acceptance of this agreement that Aspect will provide you with the payments and
benefits provided in this letter. You further agree that personally or through
your agents, you will not engage in any conduct or communication, whether
written or verbal which is, or could be, injurious to Aspect's business
reputation or to the reputation of any officer or director of the Company.
Based on information provided by Aspect's stock administrator, and assuming no
stock option exercises from this date until January 31, 1999, you will hold
479,800 unexercised stock options (a combination of Incentive Stock Options and
Non-Qualified Stock Options) under Aspect's 1989 Stock Option Plan (the "Plan").
It is expected that as of January 31, 1999, 332,837 shares of these options will
be vested and 146,963 shares will be unvested. Pursuant to the terms of
<PAGE>
Mr. Dennis L. Haar
November 11, 1998
Page 3
your existing stock option agreements with Aspect ("Option Agreements") for
these options and provisions of the Plan to which your options are subject, your
options will continue to vest during the Transition Period. Accordingly, you
will have 30 days from your Resignation Date (or from the date of an earlier end
of your Transition Period if you or Aspect effect an earlier termination
according to this agreement) to exercise your options to the extent vested. All
of the other terms, conditions, and limitations applicable to your stock options
pursuant to your Option Agreements and the Plan will remain in full force and
effect, including the fact that in any case no option may be exercised more
than ten years after its vesting commencement date. You also agree that you
have no other stock rights in Aspect (or any parent or subsidiary) other than
those rights stated in this paragraph.
During the Transition Period, you may obtain outplacement career counseling
services up to a total costs of $10,000 at a firm of your choosing, which will
be paid by Aspect directly to that firm.
On your Resignation Date, you will be paid all of your accrued but unused
Flexible Time Off and earned but unpaid base salary and any applicable bonus
plan payouts according to those plans, less all applicable withholdings and
deductions. You agree to submit to Aspect at least three days before your
Resignation Date, appropriate expense reports for the reasonable and usual
reimbursable expenses, in conjunction with the exercise of our duties as an
employee up to that time. Aspect will provide you reimbursements for those
expenses, according to its normal expense reimbursement policies in effect at
that time. You agree that the only payments, bonuses, compensation, severance
and benefits you are entitled to receive from Aspect in the future are those
specified in this letter.
In consideration for receiving the payments and benefits described above, you
waive and release and promise never to assert any claims or causes of action,
whether or not now known, against Aspect or its predecessors, successors,
subsidiaries, affiliates, officers, directors, agents, employees and assigns,
with respect to any matter, including without limitation, any matter arising out
of or connected with your employment with Aspect or the termination of that
employment, including without limitation, claims of wrongful discharge,
emotional distress, defamation, breach of contract, breach of the covenant of
good faith and fair dealing, fraud, misrepresentation, deceit, any claims of
discrimination based on age, sex, race, disability, national origin, or on any
other basis, under Title VII of the Civil Rights Act of 1964, as amended, the
California Fair Employment and Housing, the Age Discrimination in Employment Act
of 1967, as amended, and all other federal, state and local laws and regulations
relating to employment. You expressly waive and release any and all rights
and benefits under Section 1542 of the Civil Code of the State of California (or
any analogous law of any other state), 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".
<PAGE>
Mr. Dennis L. Haar
November 11, 1998
Page 4
At all times in the future, you will remain bound by Aspect's Employee
Agreement, including the provisions relating to proprietary information and
inventions, as signed by you, a copy of which is attached hereto as Exhibit A.
Nothing contained in this agreement shall constitute or be treated as an
admission by you or Aspect of liability, or any wrongdoing, or of any violation
of law. If any provision of this agreement is found to be unenforceable, it
shall not affect the enforceability of the remaining provisions and the
remaining revisions shall be enforced to the extent permitted by law. You may
not disclose to others the fact or terms of this letter, except that you may
disclose such information to your attorney or accountant in order for such
individuals to render services to you, though they must agree to retain its
nondisclosure, and you may also disclose such information to your spouse, though
she may only disclose its fact or terms to your or her attorney or accountant,
likewise to render services to you or her, but they also shall agree to retain
its nondisclosure.
You agree that except as expressly provided in this letter, this agreement
renders null and void any and all prior agreements between you and Aspect with
respect to the subject matter of this letter. You have up to 21 days after
receipt of this letter within which to review it and to discuss with an attorney
of your own choosing to determine whether or not you wish to execute it.
Furthermore, you have seven days after you signed this letter during which time
you may revoke this letter agreement. If you wish to revoke this letter
agreement, you may do so by delivering a letter of revocation to me. Because of
this revocation period, you understand that the agreement set forth in this
letter shall not become effective or enforceable until the eighth day after the
date you sign this letter.
Please indicate your agreement with the above terms by signing below.
Sincerely,
/s/ James R. Carreker
James R. Carreker
Chairman and Chief Executive Officer
My agreement with the above terms is signified by my signature below.
Furthermore, I acknowledge that I have read and understand the foregoing letter
and that I sign this release of all claims voluntarily, with full appreciation
that I am forever foreclosed from pursuing any of the rights I have waived.
Signed /s/ Dennis L. Haar Date: November 20, 1998
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Dennis L. Haar
<PAGE>
Exhibit A
ASPECT TELECOMMUNICATION CORPORATION
EMPLOYEE AGREEMENT
In exchange for my becoming employed (or my employment being continued) by
Aspect Telecommunications Corporation, or its subsidiaries, affiliates, or
successors (hereinafter referred to collectively as the "Company"), I hereby
agree as follows:
EXCLUSIVE I will perform for the Company such duties as may be designated
EMPLOYMENT by the Company from time to time. During my period of employment
by the Company, I will devote by best efforts to the interests
of the Company and will not engage in other employment or in any
activities detrimental to the best interests of the Company
without the prior written consent of the Company.
DEFINITIONS As used in this agreement, the term "Inventions" means designs,
trademarks, discoveries, formulae, processes, manufacturing
techniques, trade secrets, inventions, improvements, ideas,
original works of authorship or copyrightable works, including
all rights to obtain, register, perfect and enforce these
proprietary interests.
As used in this Agreement, the term "Confidential Information"
means information pertaining to any aspects of the Company's
business which is either information not known by actual or
potential competitors of the Company or is proprietary
information of the Company or its customers or suppliers,
whether of a technical nature or otherwise.
ASSIGNMENT OF Without further compensation, I hereby agree promptly to
INVENTIONS disclose to the Company, and I hereby assign and agree to assign
to the Company or its designee, my entire right, title, and
interest in and to all Inventions (a) which pertain to any line
of business activity of the Company, (b) which are aided by the
use of time, material or facilities of the Company, whether or
not during working hours, or (c) which relate to any of my work
during the period of my employment with the Company, whether or
not during normal working hours. No rights are hereby conveyed
in Inventions, if any, made by me prior to my employment with
the Company which are identified on the back of this Agreement
or on a sheet attached to and made a part of this Agreement, if
any (which attachment contains no confidential information). I
acknowledge that all original works of authorship which are made
by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works
made for hire," as that term is defined in the United States
Copyright Act as in effect as of this date.
I agree to perform, during and after my employment, all acts
deemed necessary or desirable by the Company to permit and
assist it, at its expense, in obtaining and enforcing the full
benefits, enjoyment, rights and title throughout the world in
the Inventions hereby assigned to the Company. Such acts may
include, but are not limited to, execution of documents and
assistance or cooperation in legal proceedings.
<PAGE>
This Agreement does not apply to an Invention, the
assignment of which to the Company would violate
applicable law, including an Invention which qualified
fully under Section 2870 of the California Labor Code. I
agree to disclose in confidence to the Company all
Inventions made by me to permit a determination as to
whether or not the Inventions should be the property of
the Company.
CONFIDENTIAL I agree to hold in confidence and not directly or
NONDISCLOSURE indirectly to use or disclose, either during or after
termination of my employment with the Company, any
Confidential Information I obtain or create during the
period of my employment, whether or not during working
hours, except to the extent authorized by the Company,
until such Confidential Information becomes generally
known. I agree not to make copies of such Confidential
Information except as authorized by the Company. Upon
termination of my employment or upon an earlier request
of the Company I will return or deliver to the Company
all tangible forms of such Confidential Information in
my possession or control, including but not limited to
drawings, specifications, documents, records, devices,
models or any other material and copies or reproductions
thereof.
I represent that my performance of all the terms of this
Agreement and as an employee of the Company does not and
will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by
me in confidence or in trust prior to my employment with
the Company, and I will not disclose to the Company, or
induce the Company to use, any confidential or
proprietary information or material belonging to any
previous employer or others.
NO CONFLICT I agree not to enter into any agreement either written
or oral in conflict with the provisions of this
Agreement. I certify that, to the best of my information
and belief, I am not a party to any other agreement
which will interfere with my full compliance with this
Agreement.
SURVIVABILITY This Agreement (a) shall survive my employment by the
Company, (b) does not in any way restrict my right or
the right of the Company to terminate my employment, (c)
inures to the benefit of successors and assigns of the
Company, and (d) is binding upon my heirs and legal
representatives.
COMPLIANCE I certify and acknowledge that I have carefully read all
of the provisions of this Agreement and that I
understand and will fully and faithfully comply with
such provisions.
ASPECT TELECOMMUNICATIONS EMPLOYEE
CORPORATION
By /s/ James R. Carreker By /s/ Dennis L. Haar
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Title President Dated July 6, 1987
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