VOXWARE INC
AMENDMENT TO EMPLOYMENT AGREEMENT - MALSHEEN
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>7
<FILENAME>dex1024.txt
<DESCRIPTION>AMENDMENT TO EMPLOYMENT AGREEMENT - MALSHEEN
<TEXT>
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                                                                   Exhibit 10.24

                               AMENDMENT NO. 1 TO

                              EMPLOYMENT AGREEMENT

     This Amendment No. 1 (the "Amendment") to the Employment Agreement, dated
as of August 13, 1998 (the "Existing Agreement"), by and among Voxware, Inc.
(the "Company") and Bathsheba J. Malsheen, Ph.D. ("Executive"), is entered as of
this 25th day of June, 2003.

     WHEREAS, the Company proposes to issue and sell shares of its Series D
Convertible Preferred Stock, par value $0.001 per share, of the Company (the
"Shares") to certain investors (the "Investors") pursuant to the terms of a
certain Series D Convertible Preferred Stock Purchase Agreement (the "Purchase
Agreement"), dated on or about the date hereof;

     WHEREAS, it is a condition to the Investors' purchase of the Shares that
the Company and Executive amend the Existing Agreement in accordance with the
terms stated herein;

     WHEREAS, the Company and Executive, agreeing that this Amendment is in
their mutual best interests and in the interests of each of them singly, wish to
amend the Existing Agreement in accordance with the terms stated herein; and

     WHEREAS, Executive acknowledges the receipt and sufficiency of the
consideration for which she is entering into this Amendment, including without
limitation the acceleration of certain unvested stock options in accordance with
the terms stated herein and the benefits to the Company and to her personally of
the consummation of the transactions contemplated by the Purchase Agreement;

     NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Amendment, the parties
mutually agree as follows:

1.   That paragraph 7(e) of the Existing Agreement shall be and hereby is
     amended and restated in its entirety to read as follows:

     "In the event that Executive's employment is terminated by the Company at
     any time under paragraph 7(a)(2) above, the Company shall: (i) pay
     Executive for a period of nine (9) months following the date of termination
     of employment (such period being hereinafter referred to as the "Severance
     Period") her Salary at the then current rate, payable in such installments
     as the Company customarily pays Executive, which amount shall be in lieu of
     any and all other payments due and owing to Executive under the terms of
     this Agreement (other than any payments constituting reimbursement of
     expenses pursuant to Section 3(c) hereof), and (ii) continue to allow
     Executive to participate during the Severance Period, at the Company's
     expense (except to the extent that Executive shared such expense prior to
     termination of employment), in the Company's health insurance and
     disability insurance programs, if any, to the extent permitted under such
     programs. Any payments received by Executive from employment with another
     employer or from any consulting position taken during the Severance Period
     (including, without limitation, salaries, fees, commissions and bonuses)
     shall reduce, but not below zero, the amount payable by the Company to
     Executive pursuant to this paragraph 7(e); provided, that, assuming
     Executive's compliance with the terms of this paragraph 7(e), in no event
     shall Executive be required to return to the Company any amounts previously
     paid to Executive pursuant to this paragraph 7(e). Notwithstanding the
     foregoing, Executive shall be permitted to perform consulting services on
     up to an aggregate of 20 days during the Severance Period, subject to the
     restrictions of Section 5 above and the other provisions hereof, provided
     that Executive shall promptly remit or cause to be remitted, forty percent
     (40%) of any cash and other non-equity compensation amounts received or
     receivable by Executive with respect to such

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     consulting services (whether received during or after the Severance Period)
     to the Company as an offset to the payments during the Severance Period
     (provided that such offset shall not reduce the aggregate payments during
     the Severance Period below zero). Executive shall notify the Company prior
     to accepting any employment or a consulting position during the Severance
     Period."

2.   That paragraph 7(f) of the Existing Agreement shall be and hereby is
     amended and restated in its entirety to read as follows:

     "Upon termination of Executive's employment by the Company at any time
     under paragraph 7(a)(2) above, Executive shall be entitled to: (1) remain
     in the apartment referenced in paragraph 3(g), for up to four (4) weeks
     after the termination date; and (2) continue to use the automobile
     referenced in paragraph 3(g), for up to four (4) weeks after the
     termination date. In addition, in the event of termination of Executive's
     employment by the Company at any time under paragraph 7(a)(2) above, the
     Company shall pay the reasonable expense of: (1) transportation of
     Executive from the apartment to a local airport; (2) Executive's one-way
     return flight to San Francisco, California (business class); (3)
     transportation from the airport in San Francisco, California to Executive's
     home at the address provided in Section 13 (Notices); and (4) the
     transporting of Executive's personal belongings from the apartment
     referenced in paragraph 3(g), to Executive's home at the address provided
     in Section 13 (Notices) up to a cost to the Company of Ten Thousand Dollars
     ($10,000.00)."

3.   A new paragraph, enumerated as paragraph 7(g), shall be added to the
     Existing Agreement and shall read in its entirety as follows:

     "Upon termination of Executive's employment by the Company at any time
     under paragraph 7(a)(2) above, the vesting of all unvested stock options
     granted under the Company's 2003 Stock Incentive Plan that are then held by
     Executive ("New Options") shall accelerate in accordance with one of the
     two following alternatives, as applicable: (i) if Executive is so
     terminated within one (1) year of June 25, 2003, then the vesting schedule
     of all such New Options shall accelerate so that an aggregate of 25% of the
     shares of the common stock, par value $0.001 per share, of the Company
     ("Common Stock") originally issuable upon the exercise of each New Option
     shall be immediately exercisable; and (ii) if Executive is so terminated on
     or after one (1) year from June 25, 2003, then the vesting schedule of all
     such New Options shall accelerate so that an additional 12.5% of the number
     of shares of Common Stock originally issuable upon the exercise of each New
     Option shall be immediately exercisable (to the extent unvested shares of
     Common Stock remain under any such New Options), provided, however, that in
     the case of both (i) and (ii) above in no event shall any New Options
     remain exercisable beyond the earlier to occur of (a) three (3) months
     after the effective date of the termination of Executive's employment by
     the Company pursuant to paragraph 7(a)(2) above and (b) the Final Exercise
     Date (as defined in the applicable agreement with respect to a New Option)
     of the applicable New Option."

4.   A new paragraph, enumerated as paragraph 14(e), shall be added to the
     Existing Agreement and shall read in its entirety as follows:

     "The provisions set forth in Sections 4, 5, 6, 9, 11, 12, 13 and 14 of this
     Agreement shall survive the expiration or any termination of this
     Agreement."

5.   Except as set forth in this Amendment, all terms and provisions of the
     Existing Agreement shall remain in full force and effect in accordance with
     the terms thereof. This Amendment and its terms and provisions shall be
     effective as of the date first written above. All capitalized terms used
     but not defined herein shall have the respective meanings ascribed thereto
     in the Existing

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     Agreement. This Amendment may be executed in any number of counterparts,
     all of which taken together shall constitute one and the same instrument.
     For the purposes of executing this Amendment, (i) a document signed and
     transmitted by facsimile machine or telecopier shall be treated as an
     original document; and (ii) the signature of any party on such document
     shall be considered as an original signature. This Amendment shall be
     governed by and construed in accordance with the laws of the State of New
     Jersey applicable to agreements made and to be performed in the State of
     New Jersey.

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     IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1
TO THE EMPLOYMENT AGREEMENT as of the date set forth in the first paragraph
hereof.

                                            THE COMPANY:

                                            VOXWARE, INC.


                                            By: ________________________________
                                            Name: Nicholas Narlis
                                            Title: Senior Vice President and CFO


                                            EXECUTIVE:


                                            ____________________________________
                                            Bathsheba J. Malsheen, Ph.D.

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