**Exhibit 10.4**
**INTERVOICE, INC.****2003 STOCK OPTION PLAN**
**ARTICLE 1. ESTABLISHMENT AND PURPOSE**
     1.1ESTABLISHMENT. Intervoice, Inc., a Texas corporation, herebyamendsand restates the Intervoice, Inc. 2003 Stock Option Plan, as set forth in thisdocument.
     1.2 PURPOSE. The purposes of the Plan are to attract able persons to enterthe employ of the Company, to encourage Employees to remain in the employ ofthe Company and to provide motivation to Employees to put forth maximum effortstoward the continued growth, profitability and success of the Company, byproviding incentives to such persons through the ownership and performance ofthe Common Stock of Intervoice. A further purpose of the Plan is to provide ameans through which Intervoice may attract able persons to become directors ofIntervoice and to provide directors of Intervoice with additional incentive andreward opportunities designed to strengthen their concern for the welfare ofIntervoice and its stockholders. Toward these objectives, Options may begranted under the Plan to Employees and Outside Directors on the terms andsubject to the conditions set forth in the Plan.
     1.3 EFFECTIVE DATE OF PLAN. This Plan, as amended by the Board ofDirectors on June 2, 2004, shall be effective as of the date of its approval atthe 2004 annual meeting of shareholders of Intervoice by the holders of atleast a majority of the shares of Common Stock present or represented andvoting on the proposal to approve this Plan, as amended, at such meeting. Ifthe Plan, as amended, is not approvedby the shareholders, the Plan shallcontinue in the form approved by the shareholders at the Company’s 2003 annualmeeting of shareholders.
**ARTICLE 2. DEFINITIONS**
     2.1 AFFILIATE. “Affiliate” means a “parent corporation” or a “subsidiarycorporation” of Intervoice, as those terms are defined in Section 424(e) and(f) of the Code.
     2.2 BOARD. “Board” means the Board of Directors of Intervoice.
     2.3 CODE. “Code” means the Internal Revenue Code of 1986, as amended fromtime to time, including regulations thereunder and successor provisions andregulations thereto.
     2.4 COMMITTEE. “Committee” means the Compensation Committee of the Board,or such other committee of the Board as may be designated by the Board toadminister the Plan; provided that the Committee shall consist of two or moredirectors of Intervoice, all of whom are both a “Non-Employee Director” withinthe meaning of Rule 16b-3 under the Exchange Act and an “outside director”within the meaning of the definition of such term as contained in TreasuryRegulation Section 1.162-27(e)(3) interpreting Section 162(m) of the Code, orany successor definitions adopted. The members of the Committee shall beappointed from time to time by, and shall serve at the discretion of, theBoard.
     2.5 COMMON STOCK. “Common Stock” means the Common Stock, no par value pershare, of Intervoice, or any stock or other securities of Intervoice hereafterissued or issuable in substitution or exchange for the Common Stock.
     2.6 COMPANY. “Company” means Intervoice and its Affiliates.
     2.7 CORPORATE CHANGE. A “Corporate Change” shall be deemed to haveoccurred for purposes of the Plan, upon (a) the dissolution or liquidation ofIntervoice; (b) a reorganization, merger or consolidation of Intervoice withone or more corporations (other than a merger or consolidation effecting areincorporation of Intervoice in another state or any other merger orconsolidation in which the shareholders of the surviving corporation and theirproportionate interests therein immediately after the merger or consolidationare substantially identical to the shareholders of Intervoice and theirproportionate interests therein immediately prior to the merger orconsolidation) (collectively, a “Corporate Change Merger”); (c) the sale of allor substantially all of the assets of Intervoice; or (d) the occurrence of aChange in Control. A “Change in Control” shall be deemed to have occurred forpurposes of the Plan if (a) individuals who were directors of Intervoiceimmediately prior to a Control Transaction shall cease, within two years ofsuch Control Transaction, to constitute a majority of the Board (or of theBoard of Directors of any successor to Intervoice or to a company which hasacquired all or substantially all its assets) other than by reason of anincrease in the size of the membership of the applicable Board that is approvedby at least a majority of the individuals who were directors of Intervoiceimmediately prior to such Control Transaction or (b) any entity, person orGroup acquires shares of Intervoice in a transaction or series of transactionsthat result in such entity, person or Group directly or indirectly owningbeneficially 50% or more of the outstanding shares of Common Stock. As usedherein, “Control Transaction” means (a) any tender offer for or acquisition ofcapital stock of Intervoice pursuant to
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which any person, entity or Group directly or indirectly acquires beneficial ownership of 20% or more of theoutstanding shares of Common Stock, (b) any Corporate Change Merger ofIntervoice, (c) any contested election of directors of Intervoice or (d) anycombination of the foregoing, any one of which results in a change in votingpower sufficient to elect a majority of the Board. As used herein, “Group”means persons who act “in concert” as described in Sections 13(d)(3) and/or14(d)(2) of the Exchange Act.
     2.8 EFFECTIVE DATE. “Effective Date” means the date an Option isdetermined to be effective by the Committee upon the grant of such Option to anEmployee, or the date on which an Option is automatically granted to an OutsideDirector in accordance with Section 6.3.
     2.9 EMPLOYEE. “Employee” means any person treated as an employee byIntervoice or an Affiliate. “Employee” shall not include an Outside Director orany other person treated by Intervoice or an Affiliate as an independentcontractor.
     2.10 EXCHANGE ACT. “Exchange Act” means the Securities Exchange Act of1934, as amended from time to time, including rules thereunder and successorprovisions and rules thereto.
     2.11 FAIR MARKET VALUE. “Fair Market Value” means the fair market value ofthe Common Stock, as determined in good faith by the Committee or, (i) if theCommon Stock is traded in the over-the-counter market, the average of therepresentative closing bid and asked prices as reported by the NationalAssociation of Securities Dealers Automated Quotation System (“NASDAQ”) for thedate the Option is granted (or if there was no quoted price for such date ofgrant, then for the last preceding business day on which there was a quotedprice), or (ii) if the Common Stock is traded in the NASDAQ National MarketSystem, the average of the highest and lowest selling prices for such stock asquoted on the NASDAQ National Market System for the date the Option is granted(or if there are no sales for such date of grant, then for the last precedingbusiness day on which there were sales), or (iii) if the Common Stock is listedon any national stock exchange, the average of the highest and lowest sellingprices for such stock as quoted on such exchange for the date the Option isgranted (or if there are no sales for such date of grant, then for the lastpreceding business day on which there were sales).
     2.12 INTERVOICE. “Intervoice” means Intervoice, Inc., a Texas corporation,and any successor thereto.
     2.13 OPTION. “Option” means an option to purchase shares of Common Stockgranted to a Participant pursuant to Article 6.
     2.14 OPTION AGREEMENT. “Option Agreement” means a written agreementbetween Intervoice and a Participant that sets forth the terms, conditions,restrictions and/or limitations applicable to an Option.
     2.15 OUTSIDE DIRECTOR. “Outside Director” means an individual duly electedor chosen as a director of Intervoice who is not also an Employee.
     2.16 PARTICIPANT. “Participant” means any Employee or Outside Director towhom an Option has been granted under the Plan.
     2.17 PLAN. “Plan” means this Intervoice, Inc. 2003 Stock Option Plan (asamended and restated effective the date of the Company’s 2004 annual meeting ofshareholders).
     2.18 RETIREMENT. “Retirement” means the termination of a Participant’semployment or service on or after his or her 65th birthday.
**ARTICLE 3. PLAN ADMINISTRATION**
     3.1. RESPONSIBILITY OF COMMITTEE. Subject to the terms and provisions ofthe Plan, including, without limitation, Section 3.6, the Plan shall beadministered by the Committee. The Committee shall have total and exclusiveresponsibility to control, operate, manage and administer the Plan inaccordance with its terms; provided, however, that except as expressly providedherein the Committee shall have no authority to administer or interpret theprovisions of the Plan relating to the grant of Options to Outside Directors.
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     3.2 AUTHORITY OF COMMITTEE. The Committee shall have all the authoritythat may be necessary or helpful to enable it to discharge its responsibilitieswith respect to the Plan. Without limiting the generality of the precedingsentence, the Committee shall have the exclusive right, subject to theprovisions of Section 3.6, to: (a) interpret the Plan and the Option Agreementsexecuted hereunder; (b) determine eligibility for participation in the Plan;(c) decide all questions concerning eligibility for, and the size of, Optionsgranted under the Plan; (d) construe any ambiguous provision of the Plan or anyOption Agreement; (e) prescribe the form of the Option Agreements embodyingOptions granted under the Plan; (f) correct any defect, supply any omission orreconcile any inconsistency in the Plan or any Option Agreement; (g) issueadministrative guidelines as an aid to administer the Plan and make changes insuch guidelines as it from time to time deems proper; (h) make regulations forcarrying out the Plan and make changes in such regulations as it from time totime deems proper; (i) to the extent permitted under the Plan, grant waivers ofPlan terms, conditions, restrictions and limitations; (j) accelerate thevesting of an Option granted to an Employee when such action or actions wouldbe in the best interests of the Company; and (k) take any and all other actionsit deems necessary or advisable for the proper operation or administration ofthe Plan.
     3.3 DISCRETIONARY AUTHORITY. Subject to the provisions of Section 3.6, (i)the Committee shall have full discretionary authority in all matters related tothe discharge of its responsibilities and the exercise of its authority underthe Plan, including, without limitation, its construction of the terms of thePlan, and its determination of eligibility for participation under the Plan,and (ii) the decisions of the Committee and its actions with respect to thePlan shall be final, conclusive and binding on all persons having or claimingto have any right or interest in or under the Plan, including Participants andtheir respective estates, beneficiaries and legal representatives.
     3.4 ACTION BY THE COMMITTEE. The Committee may act only by a majority ofits members. Any determination of the Committee may be made, without a meeting,by a writing or writings signed by all of the members of the Committee. Inaddition, the Committee may authorize any one or more of its members to executeand deliver documents on behalf of the Committee.
     3.5 DELEGATION OF AUTHORITY. Notwithstanding anything contained in thePlan to the contrary, the Committee may, in its discretion, delegate some orall of its authority under the Plan to any person or persons; provided,however, that any such delegation shall be in writing; and provided furtherthat only the Committee may grant Options to Employees who are subject toSection 16 of the Exchange Act or who are “covered employees” within themeaning of Section 162(m) of the Code.
     3.6 BOARD AUTHORITY. Notwithstanding the authority hereby delegated to theCommittee to administer the Plan, the Board shall have sole and exclusiveauthority, subject to the express provisions of the Plan, to determine andinterpret the terms, conditions, restrictions and/or limitations applicable toOptions automatically granted to Outside Directors pursuant to Section 6.3 ofthe Plan and to make all other determinations and take any and all otheractions it deems necessary or advisable with respect to such Options. The Boardshall have no authority under the Plan to grant Options to Employees, whichauthority is vested exclusively in the Committee
     3.7 LIABILITY; INDEMNIFICATION. No member of the Committee or the Boardnor any person to whom authority has been delegated by the Committee, shall bepersonally liable for any action, interpretation or determination made in goodfaith with respect to the Plan or Options granted hereunder, and each member ofthe Committee and the Board shall be fully indemnified and protected byIntervoice with respect to any cost, expense or liability he or she may incurwith respect to any such action, interpretation or determination, to the extentpermitted by applicable law.
**ARTICLE 4. ELIGIBILITY**
     All Employees are eligible to be selected to participate in the Plan andall Outside Directors will automatically participate in the Plan. Optionsgranted to Outside Directors shall be made only in accordance with Section 6.3.The Committee shall select, from time to time, those Employees who, in theopinion of the Committee, can further the Plan’s purposes. In making thisselection, the Committee may give consideration to the functions andresponsibilities of the Employee, his or her past, present and potentialcontributions to the growth and success of the Company and such other factorsdeemed relevant by the Committee. Once an Employee is so selected, theCommittee shall determine the size of Option to be granted to the Employee andshall establish in the related Option Agreement the terms, conditions,restrictions and/or limitations applicable to the Option, in addition to thoseset forth in the Plan and the administrative rules and regulations, if any,established by the Committee. No Employee is entitled to receive an Optionunless selected by the Committee.
**ARTICLE 5. SHARES SUBJECT TO THE PLAN**
     5.1 AVAILABLE SHARES. The maximum number of shares of Common Stock thatshall be available for grant of Options under the Plan shall not exceed3,500,000, subject to adjustment as provided in Sections 5.2 and 5.3. Shares ofCommon Stock issued pursuant to the Plan may be shares of original issuance ortreasury shares or a combination of the foregoing, as the Board, in itsdiscretion, shall from time to time determine.
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     5.2 ADJUSTMENTS FOR RECAPITALIZATIONS AND REORGANIZATIONS.
          (a) The shares with respect to which Options may be granted under the Planare shares of Common Stock as presently constituted, but if, and whenever,prior to the expiration or satisfaction of an Option theretofore granted,Intervoice shall effect a subdivision or consolidation of shares of CommonStock or the payment of a stock dividend on Common Stock without receipt ofconsideration by Intervoice, the number of shares of Common Stock with respectto which such Option may thereafter be exercised or satisfied, as applicable,(i) in the event of an increase in the number of outstanding shares shall beproportionately increased, and the exercise price per share shall beproportionately reduced, and (ii) in the event of a reduction in the number ofoutstanding shares shall be proportionately reduced, and the exercise price pershare shall be proportionately increased.
          (b) If Intervoice recapitalizes or otherwise changes its capitalstructure, thereafter upon any exercise of an Option theretofore granted theParticipant shall be entitled to purchase under such Option, in lieu of thenumber of shares of Common Stock then covered by such Option, the number andclass of shares of stock or other securities to which the Participant wouldhave been entitled pursuant to the terms of the recapitalization if,immediately prior to such recapitalization, the Participant had been the holderof record of the number of shares of Common Stock then covered by such Option.
          (c) In the event of changes in the outstanding Common Stock by reason ofrecapitalizations, reorganizations, mergers, consolidations, combinations,separations (including a spin-off or other distribution of stock or property),exchanges or other relevant changes in capitalization occurring after the dateof grant of any Option and not otherwise provided for by this Section 5.2, anyoutstanding Options and any Option Agreements evidencing such Options shall besubject to adjustment by the Committee at its discretion as to the number,price and kind of shares of Common Stock subject to, and other terms of, suchOptions to reflect such changes in the outstanding Common Stock.
          (d) In the event of any changes in the outstanding Common Stock providedfor in this Section 5.2, the aggregate number of shares available for grant ofOptions under the Plan may be equitably adjusted by the Committee, whosedetermination shall be conclusive. Any adjustment provided for in this Section5.2(d) shall be subject to any required stockholder action.
          (e) Notwithstanding the authority hereby delegated to the Committee or theBoard to administer the Plan or any provision of the Plan including thisSection 5.2, the Company will not reprice the Options under the Plan withoutprior approval by the shareholders of Intervoice. For purposes of thissubsection 5.2(e), repricing Options shall include any of the following events:amending an Option to reduce the exercise price; canceling an Option andgranting a new lower-priced Option; granting a new Option and canceling an oldhigher-priced Option; amending an Option to allow for the payment of a cashbonus upon Option exercise;; substituting restricted stock for underwaterOptions; or the buyback of underwater Options and issuance of new Options.
     5.3 ADJUSTMENTS FOR OPTIONS. The Committee shall have full discretion todetermine the manner in which shares of Common Stock available for grant ofOptions under the Plan are counted. Without limiting the discretion of theCommittee under this Section 5.3, unless otherwise determined by the Committee,for the purpose of determining the number of shares of Common Stock availablefor grant of Options under the Plan; (a) the grant of an Option shall reducethe number of shares available for grant of Options under the Plan by thenumber of shares subject to such Option and (b) if any Option is canceled orforfeited, or terminates, expires or lapses, for any reason, the shares thensubject to such Option shall again be available for grant of Options under thePlan.
**ARTICLE 6. OPTIONS**
     6.1 GENERAL. All Options granted under this Plan shall be nonqualifiedstock options that are not intended to meet the requirements of Section 422(b)of the Code.
     6.2 TERMS AND CONDITIONS OF OPTIONS. All Options granted under the Planshall be subject to the terms, conditions, restrictions and limitations of thePlan. The Committee with respect to Options granted to Employees or the Boardwith respect to Options automatically granted to Outside Directors may, in itssole judgment, subject any Option or the Common Stock underlying such Option tosuch other terms, conditions, restrictions and/or limitations (including, butnot limited to, the time and conditions of exercise or vesting of an Option andrestrictions on transferability of any shares of Common Stock issued ordelivered pursuant to the exercise of an Option), provided they are notinconsistent with the terms of the Plan. Options granted under the Plan neednot be uniform.
          (a) Options granted to Employees under the Plan shall be exercisable inwhole or in such installments and at such times as may be determined by theCommittee. The price at which a share of Common Stock may be purchased uponexercise of an Option by an Employee shall be determined by the Committee, butsuch exercise price shall not be less than 100% of the Fair Market Value of ashare of Common Stock on the Effective Date of the Option’s grant. The term ofeach Option granted to an Employee shall be as specified by the Committee;provided, however, that unless otherwise designated by the Committee, noOptions shall be exercisable later than 10 years from the Effective Date of theOption’s grant.
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          (b) Subject to the provisions of Section 6.3, the Board shall establish inthe related Option Agreement the terms, conditions, restrictions and/orlimitations applicable to Options granted to Outside Directors, provided theyare not inconsistent with the terms of the Plan.
     6.3 GRANTING OF OPTIONS.
          (a) OPTIONS GRANTED TO EMPLOYEES. With regard to each Option granted to anEmployee, the Committee will determine the number of shares subject to theOption, the manner and time of the Option’s exercise, the exercise price pershare of Common Stock subject to the Option, and the duration of the Option. AnOption granted to an Employee shall become exercisable on the date specified inthe applicable Option Agreement with such Employee. An Employee is eligible toexercise an Option only if he or she remains in the service of the Companythrough the date on which the Option or portion of the Option is scheduled tobecome exercisable.
          (b) OPTIONS GRANTED TO OUTSIDE DIRECTORS. During the term of the Plan,each Outside Director shall be granted Options to purchase Common Stock underthe Plan in accordance with the following terms and conditions:
(i) Automatic Grants.
(1) Outside Directors Initially Elected to Serve on the Board at anAnnual Meeting of Shareholders. On the date of the first annualmeeting of the shareholders of Intervoice at which an OutsideDirector is initially elected to serve on the Board commencing withthe 2004 annual meeting of shareholders, such Outside Directorshall be granted an Option to purchase 20,000 shares of CommonStock. Subject to subsection (b)(ii) of this Section, such Optionshall become exercisable in full on the date of the annual meetingof the shareholders of Intervoice next following the date of grantof such Option.
(2) Outside Directors Initially Elected by the Board of Directorsto Fill a Vacancy on the Board. On any date after the 2004 annualmeeting of the shareholders of Intervoice at which an OutsideDirector is elected by the Board to fill a vacancy on the Board,such Outside Director shall be granted an Option to purchase20,000shares of Common Stock. Subject to subsection (b)(ii) of thisSection, such Option shall become exercisable in full on the dateof the annual meeting of the shareholders of Intervoice nextfollowing the annual meeting of shareholders at which the OutsideDirector is first elected by the shareholders to serve on theBoard. In no event shall an Outside Director receive an automaticgrant of an Option under both this subsection and subsection(b)(i)(1).
(3) Outside Directors Re-elected to Serve on the Board at an AnnualMeeting of Shareholders. Each Outside Director re-elected to serveIntervoice as a director on the date of an annual meeting of theshareholders of Intervoice commencing with the 2004 annual meetingof shareholders, shall be granted, as of such date, an Option topurchase 12,000 shares of Common Stock. Subject to subsection(b)(ii) of this Section, such Option shall become exercisable infull on the date of the annual meeting of the shareholders ofIntervoice next following the date of grant of such Option.
          (ii) Eligibility. An Option will become exercisable only if the OutsideDirector continues to serve Intervoice as a director through the date of theannual meeting of shareholders at which the Option is scheduled to becomeexercisable.
          (iii) Price. The exercise price of each share of Common Stock that may bepurchased upon exercise of an Option granted to an Outside Director shall be100% of the Fair Market Value of a share of Common Stock on the Effective Dateof the Option’s grant.
          (iv) Duration. Options granted to Outside Directors shall expire no laterthan 10 years from the Effective Date of the Option’s grant, unless soonerterminated in accordance with the terms of the related Option Agreement and thePlan, including Section 6.5.
          (v) Effectiveness of a Grant. Options granted to Outside Directors shallbe granted automatically in accordance with the terms of this Section 6.3without any further action by the Board. The Company shall reduce, on asubstantially proportionate basis, the number of shares of Common Stock grantedto an Outside Director under this Section 6.3 in the event that the totalnumber of shares then available under the Plan is less than the total number ofshares with respect to which all Outside Directors are granted Options on anEffective Date.
     6.4 EXERCISE OF OPTIONS.
     (a) Subject to the terms and conditions of the Plan, Options shall beexercised by the delivery of a written notice of exercise to Intervoice,setting forth the number of shares of Common Stock with respect to which theOption is to be exercised, accompanied by full payment for such shares.
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     (b) Upon exercise of an Option, the exercise price of the Option shall bepayable to Intervoice in full in cash.
     (c) Payment of the exercise price of an Option may also be made, in thediscretion of the Committee, by delivery to Intervoice or its designated agentof an executed irrevocable option exercise form together with irrevocableinstructions to a broker-dealer to sell or margin a sufficient portion of theshares with respect to which the Option is exercised and deliver the sale ormargin loan proceeds directly to Intervoice to pay for the exercise price andany required withholding taxes.
     (d) As soon as reasonably practicable after receipt of writtennotification of exercise of an Option and full payment of the exercise priceand any required withholding taxes, Intervoice shall deliver to theParticipant, in the Participant’s name, a stock certificate or certificates inan appropriate amount based upon the number of shares of Common Stock purchasedunder the Option.
     6.5 TERMINATION OF SERVICE. Each Option Agreement shall set forth theextent to which the Participant shall have the right to exercise the Optionfollowing termination of the Participant’s employment or service with theCompany. Such provisions shall be determined in the sole discretion of theCommittee with respect to an Option granted to an Employee or the Board withrespect to an Option granted to an Outside Director, need not be uniform amongall Options granted under the Plan and may reflect distinctions based on thereasons for termination of employment or service. Subject to Section 5.2 andArticle 7, in the event that a Participant’s Option Agreement does not setforth such termination provisions, the following termination provisions shallapply with respect to such Option:
          (a) RETIREMENT, DISABILITY OR DEATH. If the employment or service of aParticipant shall terminate by reason of Retirement, permanent and totaldisability (within the meaning of Section 22(e)(3) of the Code) or death,outstanding Options held by the Participant may be exercised, to the extentthen vested, no more than two years from the date of such termination ofemployment or termination of service, unless the Options in any way expresslyprovide for earlier termination.
          (b) OTHER TERMINATION. If the employment or service of a Participant shallterminate for any reason other than the reasons set forth in paragraph (a)above, whether on a voluntary or involuntary basis, outstanding Options held bythe Participant may be exercised, to the extent then vested, no more than twoyears from the date of such termination of employment or termination ofservice, unless the Options in any way expressly provide for earliertermination.
          (c) TERMINATION FOR CAUSE. Notwithstanding paragraphs (a) and (b) above,if the employment or service of a Participant shall be terminated by reason ofsuch Participant’s fraud, dishonesty or performance of other acts detrimentalto the Company, all outstanding Options held by the Participant shallimmediately be forfeited to the Company and no additional exercise period shallbe allowed, regardless of the vested status of the Options.
     6.6 MAXIMUM OPTION GRANTS. Notwithstanding any provision contained in thePlan to the contrary, the maximum number of shares of Common Stock for whichOptions may be granted under the Plan to any one Participant during a calendaryear is 300,000 shares.
**ARTICLE 7. CORPORATE CHANGE**
     Notwithstanding anything contained in the Plan to the contrary, in theevent of a Corporate Change, unless otherwise provided in the related OptionAgreement, all Options then outstanding shall become exercisable in full andall restrictions imposed on any Common Stock that may be delivered pursuant tothe exercise of such Options shall be deemed satisfied.
**ARTICLE 8. AMENDMENT AND TERMINATION**
     The Board may at any time suspend, terminate, amend or modify the Plan, inwhole or in part; provided, however, that no amendment or modification of thePlan shall become effective without the approval of such amendment ormodification by the stockholders of Intervoice if Intervoice, on the advice ofcounsel, determines that such stockholder approval is necessary or desirable.Notwithstanding any provision of this Plan to the contrary, no such amendmentor modification shall be made without receipt of the prior approval of theshareholders of Intervoice where such change would (a) increase the totalnumber of shares of Common Stock which may be issued under the Plan (other thanas provided in Section 5.2 of the Plan); (b) modify the criteria fordetermining the employees (or class of employees) eligible to receive Optionsunder the Plan or (c) materially increase benefits accruing under the Plan toParticipants who are subject to Section 16 of the Securities Exchange Act of1934. Upon termination of the Plan, the terms and provisions of the Plan shall,notwithstanding such termination, continue to apply to Options granted prior tosuch termination. No suspension, termination, amendment or modification of thePlan shall adversely affect in any material way any Option previously grantedunder the Plan, without the consent of the Participant holding such Option(except that such consent shall not be required in the case of an amendment ormodification required following a change in law or interpretation thereof tocause the Options under the Plan to continue to qualify as “performance-basedcompensation” within the meaning of Section 162(m) of the Code).
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**ARTICLE 9. MISCELLANEOUS**
     9.1 OPTION AGREEMENTS. After the Committee grants an Option under the Planto an Employee or upon an automatic grant of an Option to an Outside Director,Intervoice and the Participant shall enter into an Option Agreement settingforth the terms, conditions, restrictions and/or limitations applicable to theOption and such other matters as the Committee with respect to an Optiongranted to an Employee or the Board with respect to an Option automaticallygranted to an Outside Director may determine to be appropriate. The terms andprovisions of the respective Option Agreements need not be identical. In theevent of any conflict between an Option Agreement and the Plan, the terms ofthe Plan shall govern.
     9.2 NONASSIGNABILITY. Except as otherwise provided in a Participant’sOption Agreement, no Option granted under the Plan may be sold, transferred,pledged, exchanged, hypothecated or otherwise disposed of, other than by willor pursuant to the applicable laws of descent and distribution. Further, nosuch Option shall be subject to execution, attachment or similar process. Anyattempted sale, transfer, pledge, exchange, hypothecation or other dispositionof an Option not specifically permitted by the Plan or the Option Agreementshall be null and void and without effect. All Options granted to a Participantunder the Plan shall be exercisable during his or her lifetime only by suchParticipant or, in the event of the Participant’s legal incapacity, by his orher guardian or legal representative.
     9.3 NO FRACTIONAL SHARES. No fractional shares of Common Stock shall beissued pursuant to any Option granted under the Plan, and no payment or otheradjustment shall be made in respect of any such fractional share.
     9.4 WITHHOLDING TAXES. The Company shall be entitled to deduct from anypayment made under the Plan, regardless of the form of such payment, the amountof all applicable income and employment taxes required by law to be withheldwith respect to such payment, may require the Participant to pay to the Companysuch withholding taxes prior to and as a condition of the making of any paymentor the issuance or delivery of any shares of Common Stock under the Plan andshall be entitled to deduct from any other compensation payable to theParticipant any withholding obligations with respect to Options under the Plan.
     9.5 REGULATORY APPROVALS AND LISTINGS. Notwithstanding anything containedin the Plan to the contrary, Intervoice shall have no obligation to issue ordeliver shares of Common Stock under the Plan prior to (a) the obtaining of anyapproval from any governmental agency which Intervoice shall, in its solediscretion, determine to be necessary or advisable, (b) the admission of suchshares to listing on the stock exchange or stock market on which the CommonStock may be listed and (c) the completion of any registration of anygovernmental body which Intervoice shall, in its sole discretion, determine tobe necessary or advisable.
     9.6 BINDING EFFECT. The obligation of Intervoice under the Plan shall bebinding upon any successor corporation or organization resulting from themerger, consolidation or other reorganization of Intervoice, or upon anysuccessor corporation or organization succeeding to all or substantially all ofthe assets and business of Intervoice. The terms and conditions of the Planshall be binding upon each Participant and his or her heirs, legatees,distributees and legal representatives.
     9.7 SEVERABILITY. If any provision of the Plan or any Option Agreement isheld to be illegal or invalid for any reason, the illegality or invalidityshall not affect the remaining provisions of the Plan or such agreement, as thecase may be, but such provision shall be fully severable and the Plan or suchagreement, as the case may be, shall be construed and enforced as if theillegal or invalid provision had never been included herein or therein.
     9.8 NO RESTRICTION OF CORPORATE ACTION. Nothing contained in the Planshall be construed to prevent Intervoice or any Affiliate from taking anycorporate action (including any corporate action to suspend, terminate, amendor modify the Plan) that is deemed by Intervoice or such Affiliate to beappropriate or in its best interest, whether or not such action would have anadverse effect on the Plan or any Options made or to be made under the Plan. NoParticipant or other person shall have any claim against Intervoice or anyAffiliate as a result of such action.
     9.9 NOTICES. All notices required or permitted to be given or made underthe Plan or any Option Agreement shall be in writing and shall be deemed tohave been duly given or made if (a) delivered personally, (b) transmitted byfirst class registered or certified United States mail, postage prepaid, returnreceipt requested, (c) sent by prepaid overnight courier service or (d) sent bytelecopy or facsimile transmission, answer back requested, to the person who isto receive it at the address that such person has theretofore specified bywritten notice delivered in accordance herewith. Such notices shall beeffective (a) if delivered personally or sent by courier service, upon actualreceipt by the intended recipient, (b) if mailed, upon the earlier of five daysafter deposit in the mail or the date of delivery as shown by the returnreceipt therefore or (c) if sent by telecopy or facsimile transmission, whenthe answer back is received. Intervoice or a Participant may change, at anytime and from time to time, by written notice to the other, the address that itor such Participant had theretofore specified for receiving notices. Until suchaddress is changed in accordance herewith, notices hereunder or under an OptionAgreement shall be delivered or sent (a) to a Participant at his or her addressas set forth in the records of the Company or (b) to Intervoice at theprincipal executive offices of Intervoice clearly marked “Attention: HumanResources Department.”
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     9.10 GOVERNING LAW. The Plan shall be governed and construed in accordancewith the internal laws (and not the principles relating to conflicts of laws)of the State of Texas, except as superseded by applicable federal law.
     9.11 NO RIGHT, TITLE OR INTEREST IN COMPANY ASSETS. No Participant shallhave any rights as a stockholder of Intervoice as a result of participation inthe Plan until the date of issuance of a stock certificate in his or her name.To the extent any person acquires a right to receive payments from the Companyunder the Plan, such rights shall be no greater than the rights of an unsecuredcreditor of the Company, and such person shall not have any rights in oragainst any specific assets of the Company. All of the Options granted underthe Plan shall be unfunded.
     9.12 RISK OF PARTICIPATION. Nothing contained in the Plan shall beconstrued either as a guarantee by Intervoice or its Affiliates, or theirrespective stockholders, directors, officers or employees, or the value of anyassets of the Plan or as an agreement by Intervoice or its Affiliates, or theirrespective stockholders, directors, officers or employees, to indemnify anyonefor any losses, damages, costs or expenses resulting from participation in thePlan.
     9.13 NO GUARANTEE OF TAX CONSEQUENCES. No person connected with the Planin any capacity, including, but not limited to, Intervoice and the Affiliatesand their respective directors, officers, agents and employees, makes anyrepresentation, commitment or guarantee that any tax treatment, including, butnot limited to, Federal, state and local income, estate and gift tax treatment,will be applicable with respect to any Options or payments thereunder made toor for the benefit of a Participant under the Plan or that such tax treatmentwill apply to or be available to a Participant on account of participation inthe Plan.
     9.14 OTHER BENEFITS. No Option granted under the Plan shall be consideredcompensation for purposes of computing benefits or contributions under anyretirement plan of Intervoice or any Affiliate, nor affect any benefits orcompensation under any other benefit or compensation plan of Intervoice or anyAffiliate now or subsequently in effect.
     9.15 CONTINUED EMPLOYMENT OR SERVICE. Nothing contained in the Plan or inany Option Agreement shall confer upon any Participant the right to continue inthe employ of the Company, or interfere in any way with the rights of theCompany to terminate his or her employment at any time, with or without cause.Further, participation in this Plan shall not give any Outside Director anyright to continue as a director of Intervoice.
     9.16 MISCELLANEOUS. Headings are given to the articles and sections of thePlan solely as a convenience to facilitate reference. Such headings shall notbe deemed in any way material or relevant to the construction of the Plan orany provisions hereof. The use of the masculine gender shall also includemeaning the feminine. Wherever the context of the Plan dictates, the use of thesingular shall also include within its meaning the plural, and vice versa.
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