Sample Business Contracts

Resignation Agreement - Aspect Communications Corp. and Betsy Rafael

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                                 March 29, 2002

Betsy Rafael
150 College Avenue
Los Gatos, CA 95030

Dear Betsy:

This letter sets forth the substance of the resignation agreement (the
"Agreement") between Aspect Communications Corporation (the "Company") and

   1.  Resignation. Your last day of work with the Company and your employment
   termination date will be March 29, 2002 (the "Resignation Date").

   2.  Accrued Salary and Paid Time Off. The Company encourages you to use your
   accrued FTO, to the extent available, from now through the Resignation Date.
   On the Resignation Date, the Company will pay you all accrued salary, and all
   accrued FTO that you have earned but not used through the Resignation Date,
   subject to standard payroll deductions and withholdings. You are entitled to
   these payments regardless of whether or not you sign this Agreement.

   3.  Stock Options. Under the terms of the Company's applicable Stock Option
   Plan and your stock option grants, vesting of your stock options granted
   pursuant to the Plan will cease as of the Resignation Date. Your rights to
   exercise your option as to any vested shares will be as set forth in the

   4.  Bonus. The Company will pay you a bonus in the amount of $ 187,500 on the
   Resignation Date.

   5.  Other Compensation or Benefits. You acknowledge that, except as expressly
   provided in this Agreement, you will not receive any additional compensation
   or benefits after the Resignation Date.

   6.  Expense Reimbursements. You agree that, within ten (10) days of the
   Resignation Date, you will submit your final documented expense reimbursement
   statement reflecting all business expenses you incurred through the
   Resignation Date, if any, for which you seek reimbursement. The Company will
   reimburse you for these expenses pursuant to its regular business practice.

   7.  Return of Company Property. By the Resignation Date, you agree to return
   to the Company all Company documents (and all copies thereof) and other
   Company property that you have had in your possession at any time, including,
   but not limited to, Company files, notes, drawings, records, business plans
   and forecasts, financial information, specifications, computer-recorded
   information, tangible property (including, but not limited to, computers),
   credit cards, entry cards, identification badges and keys; and, any materials
   of any kind that contain or embody any proprietary or confidential
   information of the Company (and all reproductions thereof).

   8.  Proprietary Information Obligations. Both during and after your
   employment you acknowledge your continuing obligations under your Proprietary
   Information and Inventions Agreement not to use or disclose any confidential
   or proprietary information of the Company without prior written authorization
   from a duly authorized representative of the Company.

   9.  Non-disparagement. Both you and the Company agree not to disparage the
   other party, and the other party's officers, directors, employees,
   shareholders and agents, in any manner likely to be harmful to them or their
   business, business reputation or personal reputation; provided that both you
   and the Company will respond accurately and fully to any question, inquiry or
   request for information when required by legal process. The communication
   regarding your resignation of employment shall be subject to both parties
   reasonable approval.

   10. Non-solicitation. You agree that for one (1) year following the
   Resignation Date, you will not directly or indirectly solicit, entice,
   induce, or encourage any employee, consultant, or independent contractor of


   Company to terminate his or her relationship with the Company in order to
   become an employee, consultant, or independent contractor to or for any other
   person or entity.

   11. Assistance with Areas of Responsibilities. Without requiring additional
   compensation, you hereby agree to provide reasonable assistance to the
   Company with questions concerning areas of responsibilities with which you
   were familiar during your employment, to the extent that the Company believes
   such assistance is useful.

   12. Release. In exchange for the payments and other consideration under this
   Agreement to which you would not otherwise be entitled, you hereby release,
   acquit and forever discharge the Company, its parents and subsidiaries, and
   its officers, directors, agents, servants, employees, attorneys,
   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, arising out of or in any way related to agreements, events,
   acts or conduct at any time prior to and including the execution date of this
   Agreement, including but not limited to: all such claims and demands directly
   or indirectly arising out of or in any way connected with your employment
   with the Company or the termination of that employment; 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 compensation; claims
   pursuant to any federal, state or local law, statute, or cause of action
   including, but not limited to, the federal Civil Rights Act of 1964, as
   amended; the federal Americans with Disabilities Act of 1990; the federal Age
   Discrimination in Employment Act of 1967, as amended ("ADEA"); the California
   Fair Employment and Housing Act, as amended; tort law; contract law; wrongful
   discharge; discrimination; harassment; fraud; defamation; emotional distress;
   and breach of the implied covenant of good faith and fair dealing.

   13. ADEA Waiver. You acknowledge that you are knowingly and voluntarily
   waiving and releasing any rights you may have under the ADEA, as amended. You
   also acknowledge that the consideration given for the waiver and release in
   the preceding paragraph hereof is in addition to anything of value to which
   you were already entitled. You further acknowledge that you have been advised
   by this writing, as required by the ADEA, that: (a) your waiver and release
   do not apply to any rights or claims that may arise after the execution date
   of this Agreement; (b) you have been advised hereby that you have the right
   to consult with an attorney prior to executing this Agreement; (c) you have
   twenty-one (21) days to consider this Agreement (although you may choose to
   voluntarily execute this Agreement earlier); (d) you have seven (7) days
   following the execution of this Agreement by the parties to revoke the
   Agreement; and (e) this Agreement will not be effective until the date upon
   which the revocation period has expired, which will be the eighth day after
   this Agreement is executed by you, provided that the Company has also
   executed this Agreement by that date ("Effective Date").

   14. Disputes Subject to Arbitration: You and the Company agree that any
   dispute regarding the interpretation, application or enforcement of this
   Agreement or any dispute arising out of your employment or the termination of
   that employment with the Company shall be decided by confidential, final and
   binding arbitration conducted in San Jose, California by Judicial Arbitration
   and Mediation Services ("JAMS") under the then-existing JAMS rules, rather
   than by litigation in court, trial by jury, administrative proceeding, or in
   any other forum. Nothing in this paragraph is intended to prevent either you
   or the Company from obtaining injunctive relief in court to prevent
   irreparable harm pending the conclusion of any such arbitration.

   RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In giving this release, which
   includes claims which may be unknown to you at present, you acknowledge that
   you 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." You hereby expressly waive and relinquish
   all rights and benefits under that section and any law of any jurisdiction of
   similar effect with respect to your release of any unknown or unsuspected
   claims you may have against the Company.

   16. Miscellaneous. This Agreement, including your previously signed
   proprietary and confidentiality agreement, constitutes the complete, final
   and exclusive embodiment of the entire agreement between you and the Company
   with regard to this subject matter. It is entered into without reliance on
   any promise or representation, written or


   oral, other than those expressly contained herein, and it supersedes any
   other such promises, warranties or representations. This Agreement may not be
   modified or amended except in a writing signed by both you and a duly
   authorized officer of the Company. This Agreement will bind the heirs,
   personal representatives, successors and assigns of both you and the Company,
   and inure to the benefit of you and the Company, their heirs, successors and
   assigns. If any provision of this Agreement is determined to be invalid or
   unenforceable, in whole or in part, this determination will not affect any
   other provision of this Agreement and the provision in question will be
   modified by the court so as to be rendered enforceable. This Agreement will
   be deemed to have been entered into and will be construed and enforced in
   accordance with the laws of the State of California as applied to contracts
   made and to be performed entirely within California.


If this Agreement is acceptable to you, please sign below and return the
original to me.

I wish you good luck in your future endeavors.



         John R, Viera                                               Date
         Sr. Vice President, Human Resources         03-29-02


         Betsy Rafael                                                Date