exv10w2






Exhibit
10.2




SECOND AMENDMENT TO EMPLOYMENT AGREEMENT




     This Second Amendment to Employment Agreement (“Second Amendment”) is effective as of April
10, 2008 (“Second Amendment Effective Date”), and amends the Employment Agreement effective March
1, 2007 (“Employment Agreement”), as previously amended by the First Amendment to Employment
Agreement (“First Amendment”) effective July 1, 2007, between Intervoice, Inc., a Texas corporation
(“Intervoice”) and Michael J. Polcyn (“Executive”). This Second Amendment is entered into between
Intervoice and the Executive at the Executive’s request.


1. Definitions and Unaffected Provisions. All terms used herein shall have the meanings
ascribed to them in the Employment Agreement. Except as otherwise expressly provided in this
Second Amendment or as affected by the terms of Paragraph 5 hereof, all provisions of the
Employment Agreement, as previously amended by the First Amendment, shall remain in full force and
effect.




2. Position and Duties.




     (a) Position. As of the close of business on April 9, 2008, the Executive resigns and
relinquishes the office of Senior Vice President Engineering; and commencing on the Second
Amendment Effective Date and during the remainder of the Employment Term (as herein amended)
retains and shall exercise the duties of the office of Chief Technology Officer of Intervoice.



     (b) Duties. Commencing on the Second Amendment Effective Date and during the
remainder of the Employment Term (as herein amended), the Executive shall assist in the transition
to office of his successor in the position of Senior Vice President Engineering (or such other
title as may be held by the officer in charge of the Engineering department); and perform such
studies, evaluations, and analyses, and provide such assistance, oversight, advice, and counsel
with respect to aspects of the business and affairs of Intervoice as he may be directed to address
by the Chief Executive Officer. In addition, the Executive shall have such other duties,
functions, responsibilities, and authority as are from time to time delegated to the Executive by
the Chief Executive Officer. The Executive shall report administratively and be accountable to the
Chief Executive Officer. The Executive shall continue to devote his full working time, skill, and
attention and best efforts to the business and affairs of Intervoice to the extent necessary to
discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned
to the Executive in or pursuant to the Employment Agreement, as amended by the First Amendment and
this Second Amendment, except for usual, ordinary, and customary periods of vacation, and absence
due to illness or other disability.


3. Term. In order to effectuate the Executive’s desire to retire from his employment at a
mutually agreeable date, Paragraph 3(a) of the Agreement is amended to provide that the Employment
Term shall expire unconditionally at the close of business on May 31, 2008 (the “Expiration Date”).
By execution of this Second Amendment, the Executive hereby, effective upon the Expiration Date
and without the necessity of further action by the Board, resigns from the office of Chief
Technology Officer and any and all other offices he may hold with Intervoice and/or any of its
Affiliates.




 









 








4. Compensation Upon Termination of Employment.




     (a) Termination Without Cause. The first sentence of Paragraph 7(e) of the Agreement
is amended to delete so much thereof as states “for 12 months from the Employment Termination
Date,” and substitute therefor “from the Employment Termination Date through the end of the
Employment Term.”



     (b) Health Plan. The first sentence of Paragraph 7(f) of the Agreement is amended to
delete so much thereof as states “during the 12-month period following the Employment Termination
Date,” and substitute therefor “during the period from the Employment Termination Date through the
end of the Employment Term.” Paragraph 7(f) of the Agreement, and particularly the reimbursement
provisions therein relating to COBRA continuation coverage, shall in all respects be read and
interpreted to coordinate with the Retiree Health Plan Option as became effective November 1, 2007
(the “Retiree Option”); and to the extent necessary to operate coordinately with the Retiree Option
without duplication or reduction of benefits and intended reimbursement scheme, shall be deemed to
be revised accordingly.


5. Effect of Conflict in Terms. All terms and conditions of the Agreement and the First
Amendment shall, if possible, be construed and interpreted to effectuate the intent of the terms of
this Second Amendment; and otherwise, if in conflict with the terms of this Second Amendment, shall
be without further force and effect.




     IN WITNESS WHEREOF, Intervoice has caused this Second Amendment to Employment Agreement to be
executed on its behalf by its duly authorized officer, and the Executive has executed this Second
Amendment to Employment Agreement, effective as of the date first set forth above.



	 	 	 	 	 	 	 	 	 
	INTERVOICE, INC.	 	 	 	MICHAEL J. POLCYN	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Robert E. Ritchey 	 	 	 	/s/ Michael J. Polcyn 	 	 
	 

	 	 
	 	 	 	 	 	 
	Robert E. Ritchey	 	 	 	 	 	 
	Chief Executive Officer	 	 	 	 	 	 






Second Amendment to Employment Agreement — Page 2