Exhibit 10.21
FIRST AMENDMENT
TO THE
SEVERANCE PROTECTION AGREEMENT
THIS FIRST AMENDMENT TO THE
SEVERANCE PROTECTION AGREEMENT (this “Amendment”) is
made as of October 1, 2008, by and between NMS Communications
Corporation, a Delaware corporation (the “Company”),
and Todd Donahue (the “Executive”), Capitalized terms
used herein an not otherwise defined shall have the meaning
ascribed to them in the Severance Protection Agreement dated as of
October 1, 2007 by and between the Company and the Executive
(the “Severance Agreement”),
WHEREAS, the Company and the
Executive have entered into Severance Agreement;
WHEREAS, the Company is
contemplating a sale of its Communications Platform business (the
“Business”) and has entered into an Asset Purchase
Agreement dated September 12, 2008 with Dialogic Corporation
(the “Asset Purchase Agreement”) pursuant to which the
Company will sell substantially all of the assets of the
Business;
WHEREAS, the Company and the
Executive have agreed that the sale of the Business will not
constitute a “Change of Control” under the Severance
Agreement; and
WHEREAS, the Company and the
Executive desire to amend the Severance Agreement to reflect the
foregoing.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Executive hereby
agree:
1.
That the Severance Agreement is
amended by
