THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Aspect Communications Corporation (Retired) (ASPT.X)

4/4/2005 Proxy Information

The Company has entered into various agreements with its executive officers. Pursuant to the terms of Change of Control Agreements with the Company, each of Messrs. Barnett and Reagan are entitled to certain benefits in the event his employment is terminated without cause or is constructively terminated during the period beginning three months prior to a change of control of the Company and ending thirteen months following a change of control. Specifically, if their employment was involuntarily terminated under these circumstances, these officers would be entitled to continue to receive payment of their regular base salary and medical benefits for up to 18 and 12 months for Mr. Barnett and Mr. Reagan, respectively, following such termination, as well as full acceleration of the vesting of their stock options or restricted stock holdings. Mr. Barnett would also be entitled to 1.5 times the average of his three prior years’ actual bonus payments and Mr. Reagan would be entitled to his target bonus for the year times the average of the three prior years’ actual percentage payment. Under the agreements, the Company would have the right to cease payment of these benefits in certain cases where the officer violated his obligations to refrain from soliciting employees or customers of the Company or from competing with the Company. If the benefits under these agreements are triggered, the Company will take a compensation charge with respect to the changes made to accelerate vesting of the officers’ equity awards. These agreements, which were renewed for an additional one-year term in March 2005, have one-year terms which automatically extend in certain circumstances.

James J. Flatley

In April 2003, Mr. Flatley was hired as President, Worldwide Sales and Service. Mr. Flatley’s agreement provided for a base salary of $350,000, a guaranteed annual bonus of $50,000 for the first two years of his employment, paid in quarterly installments of $12,500, and an annual cash bonus targeted at $212,000, of which $106,000 was guaranteed during the first year and paid in two equal portions, the first after six months and the second after twelve months of employment. In addition, the Company agreed that it would issue Mr. Flatley on his one-year anniversary of employment an option to purchase 200,000 shares of the Company’s Common Stock with an exercise price equal to the fair market value of our common stock on such date (as reported in the Wall Street Journal), assuming mutually agreed upon objectives were met. Mr. Flatley resigned as an employee of the Company in May 2004.

James C. Reagan

The Company entered into an employment letter with James C. Reagan, the Company’s Executive Vice President and Chief Financial Officer, executed as of December 3, 2004. The employment letter provides Mr. Reagan a base salary of $315,000 per year and grants Mr. Reagan options to purchase 300,000 shares of the Company’s common stock, with an exercise price equal to the fair market value at the date of grant, which options will vest over four years: 25% on the first anniversary of his employment with the Company and the remaining amount on a monthly basis over the following three years. Mr. Reagan will also have the opportunity to earn a bonus, targeted at 70% of his eligible annual earnings. Mr. Reagan will be employed by the Company on an at-will basis.

Gary A. Wetsel

The Company entered into a separation agreement with Gary A. Wetsel, its former Executive Vice President, Finance, Chief Financial Officer, and Chief Administrative Officer, on December 6, 2004, which agreement was amended on February 1, 2005. The separation agreement provides that Mr. Wetsel will be available to the Company until March 31, 2005 on a full-time basis to assist in transitional matters. From March 31, 2005 through September 30, 2005, Mr. Wetsel will be available on a part-time basis to consult with the Company at mutually agreeable times. Until September 30, 2005, Mr. Wetsel will continue to receive a salary of $28,125 per month and continue to receive health benefits. Until March 31, 2005, Mr. Wetsel will continue to vest in Aspect stock options previously granted to him. Mr. Wetsel will receive acceleration of vesting of all of his other unvested options to purchase 193,509 shares, subject to the terms of the separation agreement. The separation agreement also includes a general release of claims.

Arrangements with Former Directors

Donald Casey and John Peth did not stand for re-election to our Board in 2004 and ceased being Aspect directors as of the date of our 2004 Annual Meeting of Shareholders. In connection with their ceasing to serve on the Board, each of Mr. Casey and Mr. Peth entered into a consulting agreement with Aspect whereby they agreed to make themselves available to provide services to Aspect management in their respective areas of expertise, as requested from time to time by the Company, during the months following the Annual Meeting. In connection with these consulting arrangements, the Company paid Mr. Casey and Mr. Peth $60,000 and $62,500, respectively. Further pursuant to these consulting arrangements, the Company obtained shareholder approval at the 2004 Annual Meeting of Shareholders to certain amendments to options held by these former directors whereby Mr. Casey was permitted to continue vesting in an additional 15,000 option shares (with a weighted average exercise price of $8.04 per share) and Mr. Peth was permitted to continue vesting in an additional 10,500 option shares (with a weighted average exercise price of $7.63 per share), and in each case the exercisability period for all vested options was extended through December 31, 2005.

Vista

On February 13, 2004, the Company filed a Registration Statement on Form S-3 for the registration of 12,000,000 shares of its common stock, 2,700,000 of which would be offered by the Company and 9,300,000 of which would be offered by selling shareholders. In connection with the offering, Vista agreed to convert all of its Series B convertible preferred stock into 22,222,222 shares of the Company’s common stock immediately prior to the completion of the offering. In consideration for this voluntary conversion, the Company agreed to issue Vista 200,000 additional shares of the Company’s common stock and pay Vista a $3 million transaction fee. On August 23, 2004, the Company announced that it was withdrawing the offering of the 12,000,000 shares of its common stock due to market conditions. As the offering was withdrawn without completion, the conversion agreement with Vista described above expired, without payments being made thereunder and accordingly, in the third quarter of 2004 the Company expensed approximately $0.8 million in legal, accounting and printing costs incurred for the preparation of the public offering.

4/23/2004 Proxy Information

The Company has entered into various agreements with its executive officers. Pursuant to the terms of Change of Control Agreements with the Company, each of Messrs. Barnett, Flatley and Wetsel are entitled to certain benefits in the event their employment is terminated without cause or is constructively terminated during the period beginning three months prior to a change of control of the Company and ending thirteen months following a change of control. Specifically, if their employment was involuntarily terminated under these circumstances, these officers would be entitled to continue to receive payment of their regular base salary plus annual target bonus and medical benefits for up to 18 months following such termination, as well as full acceleration of the vesting of their stock options or restricted stock holdings. Under the agreements, the Company would have the right to cease payment of these benefits in certain cases where the officer violated his or her obligations to refrain from soliciting employees or customers of the Company or from competing with the Company. If the benefits under these agreements are triggered, the Company will take a compensation charge with respect to the changes made to the officers’ stock options. These agreements, which were renewed in February 2004, have one-year terms which would automatically extend in certain circumstances.

4/7/2003 Proxy Information

Mr. Robert Smith is the managing member of VEFIIGP, an entity which acts as the general partner for Vista and which entity may be deemed the beneficial owner of the Series B preferred shares.

The Company entered into a consulting agreement with board member Barry M. Ariko effective November 29, 2001 prior to his being elected to the Board of Directors. Pursuant to the terms of the agreement, Mr. Ariko provided advisory services to the Company during 2002. Although the agreement specified a minimum of $30,000 to be paid to Mr. Ariko for advisory services, the Company paid Mr. Ariko only $2,375 in December 2001, $10,750 during 2002, and $2,500 in February 2003. This consulting agreement has terminated and no further amounts will be paid thereunder.