exv10w1






EXHIBIT 10.1




INTERVOICE, INC.

FISCAL YEAR 2009 ANNUAL INCENTIVE COMPENSATION PLAN

PLAN SUMMARY




           Purpose. On May 28, 2008 the Compensation Committee of the Board of Directors (the
“Committee”) of Intervoice, Inc. (the “Company”) adopted the Fiscal Year 2009 Annual Incentive
Compensation Plan (the “Plan”), for the fiscal year 2009 which ends on February 28, 2009. The
purpose of the Plan is to advance the interests of the Company and its shareholders by
(a) providing officers and other plan participants with annual incentive compensation which is tied
to the achievement of objective company-wide performance goals, (b) identifying and rewarding
superior performance and providing competitive compensation to attract, motivate, and retain key
employees who have outstanding skills and abilities and who achieve superior performance and
(c) fostering accountability and teamwork throughout the Company.



           Administrative. The Plan shall be administered by the Committee. The Committee shall
have total and exclusive responsibility to control, operate, manage and administer the Plan. The
Plan is not governed by a formal written plan document.



           Plan Participants. The Committee shall have full authority to select each officer and
each other employee of the Company who will participate in the Plan (each, a “Participant”). The
Committee may at any time designate as Participants in the Plan an officer, an employee with a job
title of director, a principal, a department head or an employee in a similar position.
Upon adoption of the Plan, the Committee designated six of the Company’s executive officers as
Participants in the Plan.



           Payment of Awards. Incentive compensation payments under the Plan (“Incentive Awards”),
to the extent earned, are payable at one time in cash as soon as practicable following the
Company’s issuance of a definitive year-end earnings release with respect to fiscal year 2009.



           Certain Financial Conditions for Payment of Incentive Awards. Bonus opportunities under
the Plan are based on the Company’s performance against targeted amounts of annual adjusted
operating income (“AOI”), AOI for each fiscal quarter and annual revenues. If the Company achieves
one hundred percent (100%) of the annual amount of targeted AOI, one hundred percent (100%) of the
targeted amount of AOI for each fiscal quarter and one hundred percent (100%) of the targeted
amount of annual revenues under the Plan, the Company will have achieved “one hundred percent of
Plan”. Subject to achievement of minimum threshold amounts under
the Plan, the aggregate amount of any bonus payout under the Plan
will increase or decrease in accordance with a sliding scale based upon the amount, if any, the
actual AOI and revenues are less than or greater than the amounts targeted under the Plan. The Plan
defines AOI as operating income excluding non-recurring acquisition costs, stock compensation
expenses, and any other expenses the Committee, in its discretion, determines are unusual or
non-recurring. For purposes of determining whether the Company achieves the revenue target, the
Compensation Committee may, in its discretion, exclude any revenues it determines are unusual or
non-recurring. Targeted revenues and AOI under the Plan reflect the amounts of revenues and AOI
budgeted in our corporate business plan for the fiscal year.



           Calculation of Bonus Pool. If the Company achieves one hundred percent of Plan, the
aggregate amount of all Incentive Awards (the “Bonus Pool”) will equal approximately $1.8 million.
The Bonus Pool will increase or decrease in accordance with a sliding scale based upon the amount,
if any, by which the Company’s annual AOI, quarterly AOI and annual revenues for fiscal year 2009
are less than or greater than the targeted amounts; provided, that the Participants will not
receive an additional bonus for over achieving the targeted amount of AOI for any fiscal quarter
and the aggregate Bonus Pool shall not exceed approximately
$4.9 million. The Bonus Pool will only exceed $1.8 million
if the Company over achieves one hundred percent of Plan for annual
AOI and/or annual revenues. If the Company achieves
only the minimum threshold targeted amount of AOI for a single fiscal quarter and annual revenues,
respectively, the Bonus Pool will equal approximately $350,000. The aggregate amount of the Bonus
Pool is also subject to adjustment to account for any adjustments to the number of Participants or
the aggregate amount of annual base salary payable to the Participants.



           Calculation of Participant Incentive Awards. Either the Committee or the Company’s
management has established an “Incentive Target” for each Participant, which Incentive Target
represents a certain portion of each Participant’s base salary.



           Amount Per Participant. The amount of Incentive Awards that will be paid to any
Participant if the Company achieves one hundred percent of Plan, is
equal to a specified percentage of such Participant’s base salary. The following
table sets forth the approximate amounts each of the four “named
executive officers” (as defined in Item 5.02 of Form 8-K under
the Securities Exchange Act of 1934) who are Participants will
earn if the Company achieves the: (a) minimum threshold amounts of AOI for a single fiscal quarter
and annual revenues; (b) one hundred percent of Plan; and (c) the maximum payout under the Plan
based on one hundred percent achievement of the targeted amount of AOI for each fiscal quarter, and
over achievement of the targeted amounts of annual AOI and annual revenues.



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bonus as Percent of	 	Bonus at Minimum	 	Bonus at 100%	 	Maximum Bonus
	Name	 	Salary at 100% of Plan	 	Threshold Amounts	 	of Plan	 	Amount
	Ritchey,Robert E.

	 	 	37.5	%	 	$	23,700.01	 	 	$	148,125.06	 	 	$	414,750.17	 
	Milton,James A.

	 	 	35.0	%	 	$	20,440.01	 	 	$	127,750.06	 	 	$	357,700.16	 
	Holmes,Craig E.

	 	 	25.0	%	 	$	11,000.01	 	 	$	68,750.04	 	 	$	192,500.11	 
	Goldberg,Kenneth A.

	 	 	20.0	%	 	$	7,680.00	 	 	$	48,000.00	 	 	$	134,400.00	 






           Eligibility for Payment. As a condition to eligibility for payment of an Incentive
Award, a Participant shall be required to be in the employ of the Company or an affiliate through
the date on which such Incentive Award is earned.



           Amendment or Discontinuance. The Committee may at any time suspend, terminate, amend or
modify the Plan, in whole or in part.