Managing Director EMEA - EMPLOYMENT OFFER LTR GENESYS-AD.P. NEDERLOF

EXHIBIT 10.20

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February 5, 1998





Ad Nederlof 970 Peachtree Battle Avenue, NW Atlanta, Georgia 90327





Dear Ad:



On behalf of Genesys Telecommunications Laboratories, Inc. (the "Company"), I am pleased to offer employment with the Company on the following terms:



1. You will be employed as Managing Director EMEA and member of the executive

committee reporting to the CEO with an anticipated start date of February

15, 1999. This offer and your employment is contingent upon:



A. Satisfactory results of background and reference checks.

B. Receipt of an executed copy of the Company's form of confidential

information and invention assignment agreement (which is attached)

C. Your agreement to devote, during your employment, your full time efforts

to your responsibilities at the Company and not to engage in any other

activities which would conflict with the best interests of the Company.



2. Your base compensation will be $230,000 annualized salary ("Base Salary"),

plus commission/bonus potential of up to $150,000 in accordance with the

Company's bonus plan in effect, if any.



3. We will propose to the Board that you be granted options to purchase shares

of the Company's Common Stock under the Company's 1997 Stock Incentive Plan

at a purchase price equal to the fair market value of such shares on the

date the options are approved by the Board. The option will be for 300,000

share and will vest of over a period of four years beginning with your date

of employment, at a rate of 25% of the shares at the end of the first year

and 1/48th of the shares at the end of each month thereafter.



4. The options will provide for certain acceleration upon a constructive

termination in the event of a change of control, and such provision will be

consistent with those provided in the option agreements with similar

officers of the Company, a copy of such language is attached hereto as

Schedule A.



5. You will be eligible to participate in the company's standard package of

employee benefits, which includes medical, dental, life and disability

insurance, a flexible spending program, and Employee Stock Purchase Plan

(ESPP).



6. At all times, your employment with the Company is "at-will", which means

that employment with the Company may be terminated at any time by either you

or the Company with or without cause or justification, subject only to the

entitlements, liabilities and obligations set forth in 5(a)-(e), below; and

upon any termination of

Letter to Mr. Nederlof _____________, 1998 Page 2





your employment, you agrees to immediately resign as an officer of Company.

Although other terms and conditions of employment, including job duties and

title, compensation and benefits, may be changed by the company at any time,

the at-will nature of an employment relationship shall not change.



(a) Termination for Cause.

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(i) In the event that Company terminates your employment for "cause,"

Company's total liability under this Agreement shall be that

described in 5(b)(i) below. "Cause" shall mean:



(1) gross negligence or your repeated failure to perform your

duties and responsibilities to the reasonable satisfaction of

the CEO, President or other appropriate officer or any breach

by you of your fiduciary duties to the Company (including the

meeting of any agreed to milestone or plans). For purposes of

this letter, any act or acts or omission or omissions by you

that may have a material adverse effect on the Company's

operations or business shall be deemed to be a breach of you

duties and responsibilities to the Company; or



(2) the commission of any criminal acts, act of fraud, embezzlement

or actual dishonesty by you, any unauthorized use or disclosure

by you of confidential information or trade secrets of Company

(or any Parent or Subsidiary).



(ii) In the event that Company terminates your employment other than for

"Cause," Company's total liability under this Agreement shall be

that described in 5(b)(ii) below.



(b) Entitlements and Liabilities Upon Termination. Your entitlements and the

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Company's liabilities upon any termination of your employment shall be

one of the following, depending upon the circumstances of the
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