CIO Employment Agreement - Kathleen Cruz

EXHIBIT 10.62


[ASPECT LETTERHEAD]


March 1, 1999


Kathleen M. Cruz Sr. Vice President, Information Technology & Chief Information Officer


Dear Kathy:


This letter agreement (the "Agreement") is to confirm the terms of your ongoing employment with Aspect Telecommunications Corporation (the "Company").


1. This Agreement will commence on the date hereof and continue for a term of two (2) years (the "Original Term"), unless extended for one or more
------------- additional one-year terms upon mutual written agreement of the parties or unless terminated pursuant to the terms described herein. In the event that the Company has entered into discussions with a third party regarding a Change of Control (as defined below) transaction and such Change of Control discussions are ongoing at the end of the Original Term, this Agreement shall be automatically extended pending consummation of such transaction.


2. You are employed as Sr. Vice President, Information Technology & Chief Information Officer of the Company, and as such report to the Company's Chief Executive Officer. Your job duties and responsibilities are described on Exhibit A attached hereto. You agree to the best of your ability and experience - --------- that you will, to the reasonable satisfaction of the Company and its Board of Directors (the "Board"), at all times loyally and conscientiously perform all of the duties and obligations required of you pursuant to the terms of this Agreement. You will comply with and be bound by the Company's operating policies, procedures and practices from time to time in effect during the term of your employment.


3. You acknowledge that your employment is and will continue to be at- will, as defined under applicable law, and that your employment with the Company may be terminated by either party at any time for any or no reason. If your employment terminates for any reason, you will not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement. The rights and duties created by this paragraph may not be modified in any way except by a written agreement executed by the Chief Executive Officer on behalf of the Company.


4. If your employment is involuntarily terminated other than for cause (as defined below) or terminated by you following a constructive termination (as defined below) at any time within twelve (12) months of a Change of Control (as defined below), you will be entitled to receive payment of severance benefits equal to your regular monthly salary (subject to any applicable tax withholding) until the earlier of (i) twelve (12) months following the termination date or (ii) the date on which you commence comparable employment (as defined below) with


another employer (the "Severance Period"). Such payments will be made ratably over the Severance Period according to the Company's standard payroll schedule. Health insurance benefits with the same coverage provided to you prior to the termination (e.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company's cost over the Severance Period. In addition, and except as otherwise determined below, each stock option and share of restricted stock you hold that is not otherwise fully exercisable or vested (released from the Company's repurchase option) as of the termination date shall become immediately exercisable or vested in full as of such date.


5. In the event it is determined by the Board, upon consultation with Company management and the Company's independent auditors, that the enforcement of paragraph 4 of this Agreement, which allows for the acceleration of vesting of option shares and restricted stock upon an involuntary or constructive termination following a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then such paragraph shall be null and void. For purposes of this paragraph, the Board's determination shall require the unanimous approval of the non-employee Board members.


6. In the event that the severance and other benefits provided to you by this Agreement constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and, but for this paragraph, would be subject to the excise tax imposed by Section 4999 of the Code, the Company shall reduce the aggregate amount of such payments and benefits such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times your "base amount" as defined in Section 280G(b)(3) of the Code. The payment of severance and other benefits provided for in this Agreement shall be subject to all applicable income and employment tax rules and regulations.


7. For purposes of this Agreement, the following definitions will apply:


(a) "Cause" for your termination will exist if the Company terminates
----- your employment for any of the following reasons: (i) you willfully fail substantially to perform your duties hereunder (other than any such failure due to your physical or mental illness), and such willful failure is not remedied within 10 business days after written notice from the Company's Chief Executive Officer, which written notice shall state that failure to remedy such conduct may result in an involuntary termination for cause; (ii) you engage in willful and serious misconduct that has caused or is reasonably expected to result in material injury to the Company or any of its affiliates, (iii) you are convicted of or enter a plea of guilty or nolo contender to a crime that constitutes a felony, or (iv) you willfully breach any of your obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates, including, but not limited to, the Confidentiality Agreement, and such willful breach is not remedied within 10 business days after written notice from the Company's Chief Executive Officer, which written


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notice shall state that failure to remedy such conduct may result in an involuntary termination for cause.


(b) "Change of Control" will mean the occurrence of any of the
----------------- following events: (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Company) or (ii) a sale of all or substantially all of the assets of the Company (collectively, a "Merger"), so long as in either case the Company's shareholders
------ of record immediately prior to such Merger will, immediately after such Merger, hold less than 50% of the voting power of the surviving or acquiring entity.


(c) "Comparable Employment" will mean employment or consult ...