ASPECT COMMUNICATIONS CORPORATION

Charter for the Nomination Committee of the Board of Directors

Purpose

The purpose of the Nomination Committee of the Board of Directors of Aspect Communications Corporation, a California corporation (the “Company”), shall be to establish general qualification guidelines applicable to nominees to the Board of Directors of the Company and to identify, review, interview and recommend persons meeting such guidelines to serve as members of the Board of Directors of the Company (“the Board”).

In addition, the Nomination Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board from time to time prescribes.

Statement of Philosophy

The philosophy of the Nomination Committee is to provide to the Board nominations for membership to the Board of persons who are best suited to undertake the responsibility of serving the needs of the Company as a member of the Board.

Membership

The Nomination Committee shall consist of a minimum of three directors, of the Company as determined by the Board. The members of the Nomination Committee are appointed by and serve at the discretion of the Board.

Responsibilities

The responsibilities of the Nomination Committee include:

 

 

 

 

1. 

Identifying to the Board those governing rules and regulations that impact the composition of the Board, including but not limited to the Nasdaq Rule 4350 requirement that the Company maintain a minimum of two “independent directors” as the term is used by that Rule;

 

 

 

 

2. 

Reviewing and making recommendations to the Board regarding general qualification guidelines applicable to nominees for membership to the Board and specific requirements imposed by applicable rules and regulations as determined by the Nomination Committee pursuant to Item 1 of this section;

 

 

 

 

3. 

Identifying to the Board suitable candidates for membership to the Board;

 

 

 

 

4. 

Interviewing suitable candidates for membership to the Board;

 

 

 

 

5. 

Reporting to the Board the results of the Nomination Committee’s activities; and

 

 

 

 

6. 

Recommending to the Board suitable nominees for membership to the Board.

Meetings

It is anticipated that the Nomination Committee will convene when asked to convene by the Board. However, in addition to convening at the behest of the Board, the Nomination Committee may establish its own schedule, which it will provide to the Board in advance.

Minutes

The Nomination Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

Reports

Within 60 days of a request by the Board, the Nomination Committee will provide the Board with a written report describing the criteria it has identified as appropriate to the selection of nominees for membership to the Board. Moreover, before recommending a nominee for membership to the Board, the Nomination Committee will provide a written report detailing the basis of its recommendation.

Any written report of the Nomination Committee will be incorporated as part of the minutes of the Board meeting at which such report is presented.