Genesys (GNSY) 20-F 2003 FY Annual report (foreign)

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Exhibit 4.4

Excerpt from the Minutes of the Genesys Compensation Committee, dated June 5, 2003

Termination:

        In case of termination by the company or by the CEO in the following cases:

•

major change in the company's strategy un-approved by the CEO



•

change of control as defined already by the board for the benefit of the CEO



•

forced leaving

        The CEO shall be entitled to:

•

a termination fee amounting to 1× base salary (350,000 euros or whatever it might then be) and complete bonus (350,000 euros or whatever it might then be), which will be presently equal to 1 × 700,000 euros = 700,000 euros



•

keep all of his stock options with immediate vesting of all of them



•

Genesys shall continue CEO life insurance program for two years

Non Compete:

        In any case of termination by the company or by the CEO:

        CEO shall refrain from working:

•

as an executive or as a consultant or as an executive director



•

for a period of 18 months starting the last day of his engagement with Genesys



•

for a company in the virtual conferencing and collaboration industries



•

in the United States of America, France, and the United Kingdom

        A financial compensation representing 1.5× of base salary (350,000 euros or whatever it might then be) and complete bonus (350,000 euros or whatever it might then be), which will be presently equal to 1.5 × 700,000 euros = 1,050,000 euros.

        Note: A change of control is defined as follows: "For the purposes hereof, a change of control shall occur where any shareholder or group of shareholders acting together takes control of Genesys S.A. within the meaning of Article L.233-3 of the French Commercial Code or owns 25% or more of the share capital or voting rights of Genesys S.A."

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Exhibit 4.4

Excerpt from the Minutes of the Genesys Compensation Committee, dated June 5, 2003