**EXHIBIT 10.3****EMPLOYMENT AGREEMENT**     This Employment Agreement (this “Agreement”) is effective May 8, 2006 (“Effective Date”), andis between Intervoice, Inc., a Texas corporation (“Intervoice”), and James A. Milton (the“Executive”).1. Definitions. As used in this Agreement, the following terms have the followingmeanings:     (a) “Affiliate” means, with respect to any entity, any other corporation, organization,association, partnership, sole proprietorship, or other type of entity, whether incorporated orunincorporated, directly or indirectly controlling or controlled by or under direct or indirectcommon control with such entity.     (b) “Board” means the Board of Directors of Intervoice.     (c) “Cause” means a finding by the Board of acts or omissions (whether occurring during orprior to the term of this Agreement) constituting (i) a breach of duty by the Executive in thecourse of his employment involving fraud, acts of dishonesty (other than inadvertent acts oromissions), disloyalty, or moral turpitude; (ii) conduct by the Executive that is materiallydetrimental to Intervoice, monetarily or otherwise, or reflects unfavorably on Intervoice or theExecutive to such an extent that Intervoice’s best interests reasonably require the termination ofthe Executive’s employment; (iii) acts or omissions of the Executive materially in violation of hisobligations under this Agreement, any prior employment agreement with Intervoice, or at law; (iv)the Executive’s violation of or subversion of Intervoice’s policies concerning equal employmentopportunity, including engaging in sexually or otherwise harassing conduct; (v) the Executive’srepeated insubordination; (vi) the Executive’s failure to comply with or enforce personnel policiesof Intervoice or its Affiliates; (vii) the Executive’s failure to devote his full working time andbest efforts to the performance of his responsibilities to Intervoice or its Affiliates; or (viii)the Executive’s conviction of, or entry of a plea agreement or consent decree or similararrangement with respect to, a felony, other serious criminal offense, or any violation of federalor state securities laws.     (d) “Competitor” means any person or entity that carries on business activities in competitionwith the activities of Intervoice or any Affiliate of Intervoice, including but not limited to (i)Genesys, Avaya, Nortel, Comverse Technology, Huawei, Lucent Technologies, Aspect, Alcatel, BeVocal,Audium, NetbyTel, Syntellect, TuVox, Viecore, Nuance, BBN, Scansoft, and Vocalocity, or, if thosecorporate names are not formally correct, the businesses commonly referred to by those names; and(ii) the successors to, assigns of, and Affiliates of the persons or entities described in (i).     (e) “Corporate Change” means (i) the dissolution or liquidation of Intervoice; (ii) areorganization, merger, or consolidation of Intervoice with one or more corporations (other than amerger or consolidation effecting a reincorporation of Intervoice in another state or any othermerger or consolidation in which the shareholders of the surviving corporation and theirproportionate interests therein immediately after the merger or consolidation are substantiallyidentical to the shareholders of Intervoice and their proportionate interests therein immediatelyprior to the merger or consolidation) (collectively, a “Corporate Change Merger”); (iii) the saleof all or substantially all of the assets of Intervoice; or (iv) the occurrence of a Change inControl. A “Change in Control” shall be deemed to have occurred if (i) individuals who weredirectors of Intervoice immediately prior to a Control Transaction shall cease, within 18 months ofsuch Control Transaction, to constitute a
 

 
majority of the Board of Directors of Intervoice (or of the Boardof Directors of any successor to Intervoice or to a company which has acquired all or substantiallyall its assets) other than by reason of an increase in the size of the membership of the applicableBoard that is approved by at least a majority of the individuals who were directors of Intervoiceimmediately prior to such Control Transaction or (ii) any entity, person, or Group acquires sharesof Intervoice in a transaction or series of transactions that result in such entity, person, orGroup directly or indirectly owning beneficially 50% or more of the outstanding shares of CommonStock. As used herein, “Control Transaction” means (i) any tender offer for or acquisition ofcapital stock of Intervoice pursuant to which any person, entity, or Group directly or indirectlyacquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (ii) anyCorporate Change Merger of Intervoice; (iii) any contested election of directors of Intervoice; or(iv) any combination of the foregoing, any one of which results in a change in voting powersufficient to elect a majority of the Board of Directors of Intervoice. As used herein, “Group”means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of theSecurities Exchange Act of 1934, as amended.     (f) “Confidential Information” means, without limitation, all documents or information, inwhatever form or medium, concerning or evidencing sales; costs; pricing; strategies; forecasts andlong range plans; financial and tax information; personnel information; business, marketing andoperational projections, plans, and opportunities; and customer, vendor, and supplier information;but excluding any such information that is or becomes generally available to the public other thanas a result of any breach of this Agreement or other unauthorized disclosure by the Executive.     (g) “Employment Termination Date” means the effective date of termination of the Executive’semployment as established under Paragraph 6(g).     (h) “Good Reason” means any of the following actions if taken without the Executive’s priorwritten consent: (i) any material failure by Intervoice to comply with its obligations underParagraph 5 (Compensation and Related Matters); (ii) any material failure by Intervoice to complywith its obligations under Paragraph 20 (Assumption by Successor); (iii) any demotion of theExecutive as evidenced by a material reduction in the Executive’s responsibilities, duties,compensation, or benefits; (iv) any permanent relocation of the Executive’s place of business to alocation 50 miles or more from the current location; or (v) Intervoice completes a “Going PrivateTransaction.” For purposes of this Agreement, the term “Going Private Transaction” shall mean atransaction that results in the occurrence of both of the following events: (A) Intervoice’scommon stock is no longer listed on any national securities exchange or quoted on the NasdaqNational Market or other securities quotation system and (B) Intervoice is no longer subject tothe reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934,as amended. Neither a mere transfer of employment among Intervoice and any of its Affiliates nor amere change in job title constitutes “Good Reason” in the absence of an action described in any ofitems (i) — (v) of this subparagraph.     (i) “Inability to Perform” means and shall be deemed to have occurred if the Executive hasbeen determined under Intervoice’s long-term disability plan to be eligible for long-termdisability benefits. In the absence of the Executive’s participation in such plan, “Inability toPerform” means a finding by the Board that the Executive is, despite any reasonable accommodationrequired by law, unable to perform the essential functions of his position because of an illness orinjury for (i) 60% or more of the normal working days during six consecutive calendar months or(ii) 40% or more of the normal working days during twelve consecutive calendar months.Employment Agreement — Page 2
 

 
     (j) “Noncompetition Area” means the following geographic areas: (i) any foreign country inwhich Intervoice has sold or installed its products or systems or has definitive plans to sell orinstall its products at any time prior to or at the time of the Employment Termination Date; and(ii) the United States of America.     (k) “Work Product” means all ideas, works of authorship, inventions, and other creations,whether or not patentable, copyrightable, or subject to other intellectual-property protection,that are made, conceived, developed, or worked on in whole or in part by the Executive whileemployed by Intervoice and/or any of its Affiliates, that relate in any manner whatsoever to thebusiness, existing or proposed, of Intervoice and/or any of its Affiliates, or any other businessor research or development effort in which Intervoice and/or any of its Affiliates engages duringthe Executive’s employment. Work Product includes any material previously conceived, made,developed, or worked on during the Executive’s employment with Intervoice prior to the effectivedate of this Agreement.2. Employment. Intervoice agrees to continue to employ the Executive, and the Executiveagrees to continue to be employed, for the period set forth in Paragraph 3, in the position andwith the duties and responsibilities set forth in Paragraph 4, and upon the other terms andconditions set out in this Agreement.3. Term. The Executive’s employment as provided in Paragraph 2 shall be for an initialterm of two years, commencing on the Effective Date (the “Employment Term”), unless soonerterminated as provided in this Agreement. Subject to earlier termination as provided in thisAgreement, the initial term of this Agreement shall be automatically extended for one additionalyear unless either the Executive or Intervoice gives written notice to the other six months or moreprior to the end of the second year of the initial term. In the event of such an automaticextension, the additional year shall also be part of the “Employment Term.” The Executive’semployment will end upon the expiration of the Employment Term, which occurs at the end of thesecond year of the initial term if either party gives the notice required under this Paragraph 3 orat the end of the third year if neither party gives such notice. The ending of the Executive’semployment as a result of the expiration of the Employment Term shall not constitute a terminationof employment by either party under this Agreement or invoke any of the obligations of Intervoicethat arise under this Agreement as a result of a termination of employment.4. Position and Duties.     (a) During the Employment Term, the Executive shall serve as the Executive Vice President andChief Operating Officer of Intervoice. In such capacity, the Executive shall report directly tothe Company’s Chief Executive Officer and, subject to the authority of the Company’s ChiefExecutive Officer and Board of Directors, shall have such powers, functions, duties, andresponsibilities as may from time to time be prescribed by the Company’s Chief Executive Officerand/or Board of Directors, provided that such powers, functions, duties, and responsibilities arereasonable and customary for a person serving in the same or similar capacity of an enterprisecomparable to Intervoice.     (b) During the Employment Term, the Executive shall devote his full time, skill, and attentionand his best efforts to the business and affairs of Intervoice to the extent necessary to dischargefully, faithfully, and efficiently the duties and responsibilities delegated and assigned to theExecutive in or pursuant to this Agreement, except for usual, ordinary, and customary periods ofvacation, and absence due to illness or other disability.Employment Agreement — Page 3
 

 
     (c) In connection with the Executive’s employment by Intervoice under this Agreement, theExecutive shall be based at the principal executive offices of Intervoice in Dallas, Texas, or atany other place where the principal executive offices of Intervoice may be located during theEmployment Term. The Executive also will engage in such travel as the performance of theExecutive’s duties in the business of Intervoice may require.     (d) All services that the Executive may render to Intervoice or any of its Affiliates in anycapacity during the Employment Term shall be deemed to be services required by this Agreement andthe consideration for such services is that provided for in this Agreement.     (e) The Executive hereby acknowledges that he has read and is familiar with Intervoice’sBusiness Ethics Policy and Code of Conduct and is in full compliance with all of the provisionsthereof and will continue to comply with all such provisions, and any amendments thereto, duringthe Employment Term.5. Compensation and Related Matters.     (a) Base Salary. During the Employment Term, Intervoice shall pay to the Executivefor his services under this Agreement an annual base salary (“Base Salary”). The Base Salary onthe effective date of this Agreement shall be at least $350,000.04. The Base Salary is subject toadjustment at the discretion of the Board, but in no event shall Intervoice pay the Executive aBase Salary less than that set forth above. The Base Salary shall be payable in installments inaccordance with the general payroll practices of Intervoice, or as otherwise mutually agreed upon.     (b) Annual Incentives. During the Employment Term, the Executive will participate inIntervoice’s annual incentive bonus program(s) applicable to the Executive’s position, as may beadopted by Intervoice from time to time and in accordance with the terms of such program(s). Theparties agree that the provisions of this Paragraph 5(b) are exclusive and supersede the terms ofany other agreement or provision relating to annual incentive compensation to be provided to theExecutive by Intervoice.     (c) Long-term Incentives. During the Employment Term, the Executive will participatein Intervoice’s long-term incentive plan(s) applicable to the Executive’s position, in accordancewith the terms of such plan(s).     (d) Employee Benefits. During the Employment Term, the Executive shall be entitled toparticipate in all employee benefit plans, programs, and arrangements that are generally madeavailable by Intervoice to its senior executives, including without limitation Intervoice’s lifeinsurance, long-term disability, and health plans. The Executive agrees to cooperate andparticipate in any medical or physical examinations as may be required by any insurance company inconnection with the applications for such life and/or disability insurance policies.     (e) Expenses. The Executive shall be entitled to receive reimbursement for allreasonable expenses incurred by the Executive in performing his duties and responsibilities underthis Agreement, consistent with Intervoice’s policies or practices for reimbursement of expensesincurred by other Intervoice senior executives.     (f) Vacations and Other Time Off. During the Employment Term, the Executive shall beeligible for vacation, sick time, and other paid and unpaid time off in accordance with thepolicies and practices of Intervoice. The Executive agrees to use his vacation andEmployment Agreement — Page 4
 

 
other paid time off at such times that are (i) consistent with the proper performance of his dutiesand responsibilities and (ii) mutually convenient for Intervoice and the Executive.6. Termination of Employment.     (a) Death. The Executive’s employment shall terminate automatically upon his death.     (b) Inability to Perform. Intervoice may terminate the Executive’s employment forInability to Perform.     (c) Termination by Intervoice for Cause. Intervoice may terminate the Executive’semployment for Cause by providing the Executive with a Notice of Termination as set out inParagraph 6(f). To exercise its right to terminate the Executive pursuant to provisions (vi) or(vii) of the definition of Cause, however, Intervoice must first provide the Executive with 30days’ time to correct the circumstances or events that Intervoice contends give rise to theexistence of Cause under those provisions.     (d) Termination by the Executive for Good Reason. The Executive may terminate hisemployment for Good Reason. To exercise his right to terminate for Good Reason, the Executive mustprovide written notice to Intervoice of his belief that Good Reason exists, and that notice shalldescribe the circumstance(s) believed to constitute Good Reason. If such circumstance(s) mayreasonably be remedied, Intervoice shall have 30 days to effect a remedy. If not remedied withinthat 30-day period, the Executive may submit a Notice of Termination; provided, however, that theNotice of Termination invoking the Executive’s right to terminate his employment for Good Reasonmust be given no later than 60 days after the date Good Reason first arose; otherwise, theExecutive is deemed to have accepted the circumstance(s) that may have given rise to the existenceof Good Reason.     (e) Termination by Either Party Without Cause or Without Good Reason. EitherIntervoice or the Executive, as applicable, may terminate the Executive’s employment without Causeor without Good Reason upon at least three months’ prior written notice to the other party.     (f) Notice of Termination. Any termination of the Executive’s employment byIntervoice or by the Executive (other than a termination pursuant to Paragraph 6(a)) shall becommunicated by a Notice of Termination. A “Notice of Termination” is a written notice that must(i) indicate the specific termination provision in this Agreement relied upon; (ii) in the case ofa termination for Inability to Perform, Cause, or Good Reason, set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of the Executive’s employmentunder the provision invoked; and (iii) if the termination is by the Executive under Paragraph 6(e),or by Intervoice for any reason, specify the Employment Termination Date. The failure byIntervoice or the Executive to set forth in the Notice of Termination any fact or circumstance thatcontributes to a showing of Inability to Perform, Cause, or Good Reason shall not waive any rightof Intervoice or the Executive or preclude either of them from asserting such fact or circumstancein enforcing or defending their rights.     (g) Employment Termination Date. The Employment Termination Date shall be as follows:(i) if the Executive’s employment is terminated by his death, the date of his death; (ii) if theExecutive’s employment is terminated by Intervoice because of his Inability to Perform or forCause, the date specified in the Notice of Termination, which date shall be no earlier than thedate such notice is given; (iii) if the Executive’s employment isEmployment Agreement — Page 5
 

 
terminated by the Executive for Good Reason, the date on which the Notice of Termination is given;or (iv) if the termination is under Paragraph 6(e), the date specified in the Notice ofTermination, which date shall be no earlier than three months after the date such notice is given.     (h) Deemed Resignation. In the event of termination of the Executive’s employment,the Executive agrees that if at such time he is a member of the Board or is an officer ofIntervoice or a director or officer of any of its Affiliates, he shall be deemed to have resignedfrom such position(s) effective on the Employment Termination Date, unless the Board notifies theExecutive prior to the Employment Termination Date of the Board’s desire that the Executive remaina member of the Board, in which case the Executive shall not be deemed to have resigned hisposition as a member of the Board merely by virtue of the termination of his employment.     (i) Good Faith. In making determinations regarding the existence of appropriategrounds for the termination of the employment relationship and the proper compensation in the eventof such a termination, both the Executive and Intervoice shall exercise good faith toward oneanother.7. Compensation Upon Termination of Employment.     (a) Death. If the Executive’s employment is terminated by reason of the Executive’sdeath, Intervoice shall pay to such person as the Executive shall designate in a written notice toIntervoice (or, if no such person is designated, to his estate) the Executive’s Base Salary throughthe Employment Termination Date and the lump sum equivalent of six months’ Base Salary.     (b) Inability to Perform. If the Executive’s employment is terminated by reason ofthe Executive’s Inability to Perform, Intervoice shall pay to the Executive any unpaid portion ofthe Executive’s Base Salary through the Employment Termination Date.     (c) Termination by the Executive Without Good Reason. If the Executive’s employmentis terminated by the Executive pursuant to and in compliance with Paragraph 6(e), Intervoice shallpay to the Executive any unpaid portion of the Executive’s Base Salary through the EmploymentTermination Date.     (d) Termination for Cause. If the Executive’s employment is terminated by Intervoicefor Cause, Intervoice shall pay to the Executive any unpaid portion of the Executive’s Base Salarythrough the Employment Termination Date.     (e) Termination Without Cause or for Good Reason.          (i) If the Executive’s employment is terminated by Intervoice for any reason other than death,Inability to Perform, or Cause, or is terminated by the Executive for Good Reason, Intervoice willcontinue to pay to the Executive, at the time and in the manner provided in Paragraph 7(e)(ii), hisBase Salary for 18 months from the Employment Termination Date if, within 60 days after theEmployment Termination Date, the Executive has signed a general release agreement in a formacceptable to Intervoice and the Executive does not revoke such an agreement; provided, however,that Intervoice’s obligation under this Paragraph 7(e) is limited as follows:               (A) If, in the reasonable judgment of Intervoice, the Executive engages in any conduct thatviolates Paragraph 8 or engages in any of the Restricted Activities described in Paragraph 9,Intervoice’s obligation to make payments to theEmployment Agreement — Page 6
 

 
Executive under this Paragraph 7(e), if any such obligation remains, shall end as of the dateIntervoice so notifies the Executive in writing; and               (B) if the Executive is arrested or indicted for any felony, other criminal offense punishableby imprisonment or jail term of one year or more, or any violation of federal or state securitieslaws, or has any civil enforcement action brought against him by any regulatory agency, for actionsor omissions related to his employment with Intervoice or any of its Affiliates, or if Intervoicereasonably believes that the Executive has committed any act or omission that would have entitledIntervoice to terminate his employment for Cause, whether such act or omission was committed duringhis employment with Intervoice or any of its Affiliates or thereafter, Intervoice may suspend anypayments remaining under this Paragraph 7(e) until the final resolution of such criminal or civilproceedings or until such earlier date on which the Board has made a final determination as towhether the Executive committed such an act or omission. If the Executive is found guilty orenters into a plea agreement, consent decree, or similar arrangement with respect to any suchcriminal or civil proceedings, or if the Board determines that the Executive has committed such anact or omission, (1) Intervoice’s obligation to provide the payments set out in this Paragraph 7(e)shall immediately end, and (2) the Executive shall repay to Intervoice any amounts paid to himpursuant to this Paragraph 7(e) within 30 days after a written request to do so by Intervoice. Ifany such criminal or civil proceedings do not result in a finding of guilt or the entry of a pleaagreement or consent decree or similar arrangement, or the Board determines that the Executive hasnot committed such an act or omission, Intervoice shall pay to the Executive any payments that ithas suspended, with interest on such suspended payments at its cost of funds, and shall make anyremaining payments due under this Paragraph 7(e).          (ii) The Base Salary payments provided for under this Paragraph 7(e) shall be paid at the timeand in the manner such Base Salary would have been paid had there been no termination of employmentunless such payments may not be begun before the date that is six months after the date of theExecutive’s separation from service (or, if earlier, the date of death of the Executive) asprovided in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) inorder to meet the requirements of Section 409A of the Code, as determined by Intervoice in its solejudgment, in which case the sum of the payments that otherwise would have been made during suchsix-month period shall be paid in a single lump-sum payment as soon as administratively practicablefollowing the date that is six months after the date of the Executive’s separation from service(or, if earlier, the date of death of the Executive) and any remaining payments provided for underthis Paragraph 7(e) shall be paid at the time and in the manner such Base Salary would have beenpaid had there been no termination of employment.     (f) Termination Following Corporate Change.          (i) If, within the 18-month period following a Corporate Change, the Executive’s employmentwith Intervoice or an Affiliate or successor of Intervoice is terminated for any reason other thandeath, Inability to Perform, or Cause, or is terminated by the Executive for Good Reason, theExecutive will be paid, in lieu of any payment under Paragraph 7(e), a lump-sum amount equivalentto 2.00 times the sum of the Executive’s then-current Base Salary and the amount of annualincentive bonus(es) the Executive received for the last completed fiscal year of Intervoice underany program described in Paragraph 5(b). The payment provided for in this Paragraph 7(f)(i) shallbe made as soon as administratively practicable following the Executive’s termination of employmentunless such payment may not be made before the date that is six months after the date of theExecutive’s separation from service (or, if earlier, the date of death of the Executive) asprovided in Section 409A(a)(2) of the Code in order to meet the requirements of SectionEmployment Agreement — Page 7
 

 
409A of the Code, as determined by Intervoice in its sole judgment, in which case the payment shallbe made as soon as administratively practicable following the date that is six months after thedate of the Executive’s separation from service (or, if earlier, the date of death of theExecutive).          (ii) In the event it is determined that any payment (other than the Gross-Up payment providedfor in this Paragraph 7(f)(ii)) or distribution by Intervoice or any of its Affiliates to or forthe benefit of the Executive, whether paid or payable or distributed or distributable pursuant tothe terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy,plan, program, or arrangement, including without limitation any stock option or similar right, orthe lapse or termination of any restriction on or the vesting or exercisability of any of theforegoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (orany successor provision thereto) by reason of being considered “contingent on a change in ownershipor control” of Intervoice, within the meaning of Section 280G of the Code or any successorprovision thereto (such tax being hereafter referred to as the “Excise Tax”), then the Executivewill be entitled to receive an additional payment or payments (a “Gross-Up Payment”). The Gross-UpPayment will be in an amount such that, after payment by the Executive of all taxes, including anyExcise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Payment. For purposes of determining the amountof the Gross-Up Payment, the Executive will be considered to pay (x) federal income taxes at thehighest rate in effect in the year in which the Gross-Up Payment will be made and (y) state andlocal income taxes at the highest rate in effect in the state or locality in which the Gross-UpPayment would be subject to state or local tax, net of the maximum reduction in federal income taxthat could be obtained from deduction of such state and local taxes. The determination of whetheran Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amountsreferred to in this Paragraph 7(f)(ii) will be made at the expense of Intervoice by Intervoice’sregular independent accounting firm (the “Accounting Firm”), which shall provide detailedsupporting calculations. Any determination by the Accounting Firm will be binding upon Intervoiceand the Executive. The Gross-Up Payment will be paid to the Executive as soon as administrativelypracticable following the later of (i) the date that is six months after the date of theExecutive’s separation from service (or, if earlier, the date of death of the Executive) asprovided in Section 409A(a)(2) of the Code, or (ii) the date the Executive is required to pay theexcise tax imposed by Section 4999 of the Code.     (g) Health Insurance. If the Executive’s employment with Intervoice or any Affiliateof Intervoice ends on account of (i) a termination by Intervoice for any reason other than death orfor Cause, or (ii) a termination by the Executive for Good Reason, the Executive will receive, inaddition to any other payments due under this Agreement, the following benefit: if, at the time hisemployment ends, the Executive participates in one or more health plans offered by Intervoice andthe Executive is eligible for and elects to receive continued coverage under such plans inaccordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or anysuccessor law, Intervoice will reimburse the Executive during the 15-month period following theEmployment Termination Date or, if shorter, the period of such actual COBRA continuation coverage,the difference between the total amount of the monthly COBRA premiums actually paid by theExecutive for such continued health plan benefits and the total monthly amount of the premiumscharged to active senior executives of Intervoice for the same health insurance coverage.Provided, however, that Intervoice’s reimbursement obligation under this Paragraph 7(g) shallterminate upon the earlier of (i) the expiration of the time period(s) described above, or (ii) thedate the Executive becomes eligible for health insurance coverage under a subsequent employer’splan without being subject to any preexisting-Employment Agreement — Page 8
 

 
condition exclusion under that plan, which occurrence the Executive shall promptly report toIntervoice.     (h) Exclusive Compensation and Benefits. The compensation and benefits described inthis Paragraph 7, along with the associated terms for payment, constitute all of Intervoice’sobligations to the Executive with respect to the end of the Executive’s employment with Intervoiceand/or its Affiliates. However, nothing in this Agreement is intended to limit any earned, vestedbenefits (other than any entitlement to severance or separation pay, if any) that the Executive mayhave under the applicable provisions of any benefit plan of Intervoice in which the Executive isparticipating at the time of the termination of employment.     (i) Compliance with Code Section 409A. Any provision of this Agreement to thecontrary notwithstanding, all compensation payable pursuant to this Agreement that is determined byIntervoice in its sole judgment to be subject to Section 409A of the Code shall be paid in a mannerthat Intervoice in its sole judgment determines meets the requirements of Section 409A of the Codeand any related rules, regulations or other guidance, even if meeting such requirements wouldresult in a delay in the time of payment of such compensation.     (j) Payment after the Executive’s Death. In the event of the Executive’s death afterhe becomes entitled to a payment or payments pursuant to this Paragraph 7, any remaining unpaidamounts shall be paid, at the time and in the manner such payments otherwise would have been paidto the Executive, to such person as the Executive shall designate in a written notice to Intervoice(or, if no such person is designated, to his estate).8. Confidential Information.     (a) The Executive acknowledges and agrees that (i) Intervoice is engaged in a highlycompetitive business; (ii) Intervoice has expended considerable time and resources to developgoodwill with its customers, vendors, and others, and to create, protect, and exploit ConfidentialInformation; (iii) Intervoice must continue to prevent the dilution of its goodwill andunauthorized use or disclosure of its Confidential Information to avoid irreparable harm to itslegitimate business interests; (iv) in the voice and data solutions business (includingparticularly, but without limitation, the segments of interactive voice response/portal solutions,messaging solutions, payment solutions, maintenance and related services, and managed servicesprovided for customers on an outsourced or managed service provider basis), his participation in ordirection of Intervoice’s day-to-day financial activities, operations, and strategic planning arean integral part of Intervoice’s continued success and goodwill; (v) given his position andresponsibilities, he necessarily will be creating Confidential Information that belongs toIntervoice and enhances Intervoice’s goodwill, and in carrying out his responsibilities he in turnwill be relying on Intervoice’s goodwill and the disclosure by Intervoice to him of ConfidentialInformation; (vi) he will have access to Confidential Information that could be used by anyCompetitor of Intervoice in a manner that would irreparably harm Intervoice’s competitive positionin the marketplace and dilute its goodwill; and (vii) he necessarily would use or discloseConfidential Information if he were to engage in competition with Intervoice.     (b) Intervoice acknowledges and agrees that the Executive must have and continue to havethroughout his employment the benefits and use of its and its Affiliates’ goodwill and ConfidentialInformation in order to properly carry out his responsibilities. Intervoice accordingly promisesupon execution and delivery of this Agreement to provide the Executive immediate access to new andadditional Confidential Information and toEmployment Agreement — Page 9
 

 
authorize him to engage in activities that will create new and additional Confidential Information.     (c) Intervoice and the Executive thus acknowledge and agree that during the Executive’semployment with Intervoice and upon execution and delivery of this Agreement he (i) has received,will receive, and will continue to receive, Confidential Information that is unique, proprietary,and valuable to Intervoice and/or its Affiliates; (ii) has created, will create, and will continueto create, Confidential Information that is unique, proprietary, and valuable to Intervoice and/orits Affiliates; and (iii) has benefited, will benefit, and will continue to benefit, includingwithout limitation by way of increased earnings and earning capacity, from the goodwill Intervoiceand its Affiliates have generated and from the Confidential Information.     (d) Accordingly, the Executive acknowledges and agrees that at all times during his employmentby Intervoice and/or any of its Affiliates and thereafter:          (i) all Confidential Information shall remain and be the sole and exclusive property ofIntervoice and/or its Affiliates;          (ii) he will protect and safeguard all Confidential Information;          (iii) he will hold all Confidential Information in strictest confidence and not, directly orindirectly, disclose or divulge any Confidential Information to any person other than an officer,director, or employee of, or legal counsel for, Intervoice or its Affiliates, to the extentnecessary for the proper performance of his responsibilities unless authorized to do so byIntervoice or compelled to do so by law or valid legal process;          (iv) if he believes he is compelled by law or valid legal process to disclose or divulge anyConfidential Information, he will notify Intervoice in writing sufficiently in advance of any suchdisclosure to allow Intervoice the opportunity to defend, limit, or otherwise protect its interestsagainst such disclosure;          (v) at the end of his employment with Intervoice for any reason or at the request ofIntervoice at any time, he will return to Intervoice all Confidential Information and all copiesthereof, in whatever tangible form or medium, including electronic; and          (vi) absent the promises and representations of the Executive in this Paragraph 8 and inParagraph 9, Intervoice would require him immediately to return any tangible ConfidentialInformation in his possession, would not provide the Executive with new and additional ConfidentialInformation, would not authorize the Executive to engage in activities that will create new andadditional Confidential Information, and would not enter or have entered into this Agreement.9. Noncompetition and Nondisparagement Obligations. In consideration of Intervoice’spromises to provide the Executive with new and additional Confidential Information and to authorizehim to engage in activities that will create new and additional Confidential Information uponexecution and delivery of this Agreement, and the other promises and undertakings of Intervoice inthis Agreement, the Executive agrees that, while he is employed by Intervoice and/or any of itsAffiliates and for an 18-month period following the end of that employment for any reason, he shallnot engage in any of the following activities (the “Restricted Activities”):Employment Agreement — Page 10
 

 
     (a) He will not directly or indirectly disparage Intervoice or its Affiliates, any products,services, or operations of Intervoice or its Affiliates, or any of the former, current, or futureofficers, directors, or employees of Intervoice or its Affiliates;     (b) He will not, whether on his own behalf or on behalf of any other individual, partnership,firm, corporation or business organization, either directly or indirectly solicit, induce,persuade, or entice, or endeavor to solicit, induce, persuade, or entice, any person who is thenemployed by or otherwise engaged to perform services for Intervoice or its Affiliates to leave thatemployment or cease performing those services;     (c) He will not, whether on his own behalf or on behalf of any other individual, partnership,firm, corporation or business organization, either directly or indirectly solicit, induce,persuade, or entice, or endeavor to solicit, induce, persuade, or entice, any person who is then acustomer, supplier, or vendor of Intervoice or any of its Affiliates to cease being a customer,supplier, or vendor of Intervoice or any of its Affiliates or to divert all or any part of suchperson’s or entity’s business from Intervoice or any of its Affiliates; and     (d) He will not associate directly or indirectly, as an employee, officer, director, agent,partner, stockholder, owner, member, representative, or consultant, with any Competitor ofIntervoice or any of its Affiliates, unless (i) he has advised Intervoice in writing in advance ofhis desire to undertake such activities and the specific nature of such activities; (ii) Intervoicehas received written assurances (that will be designed, among other things, to protect Intervoice’sand its Affiliates’ goodwill, Confidential Information, and other important commercial interests)from the Competitor and the Executive that are, in Intervoice’s sole discretion, adequate toprotect its interests; (iii) Intervoice, in its sole discretion, has approved in writing suchassociation; and (iv) the Executive and the Competitor adhere to such assurances. After the end ofthe Executive’s employment with Intervoice and any Affiliate, the restriction set forth in thisParagraph 9(d) extends only to (x) the performance by the Executive, directly or indirectly, of thesame or similar activities the Executive has performed for Intervoice or any of its Affiliatesduring his employment with Intervoice or any of Affiliates, whether or not under this Agreement, orsuch other activities that by their nature are likely to lead to the disclosure of ConfidentialInformation, and (y) that takes place anywhere in, or is directed at any part of, theNoncompetition Area. The Executive shall not be in violation of this Paragraph 9(d) solely as aresult of his investment in stock or other securities of a Competitor or any of its Affiliateslisted on a national securities exchange or actively traded in the over-the-counter market if heand the members of his immediate family do not, directly or indirectly, hold more than a total ofone percent of all such shares of stock or other securities issued and outstanding. The Executiveacknowledges and agrees that engaging in the activities restricted by this Paragraph 9(d) wouldresult in the inevitable disclosure or use of Confidential Information for the Competitor’s benefitor to the detriment of Intervoice or its Affiliates.     The Executive acknowledges and agrees that the restrictions contained in this Paragraph 9 areancillary to an otherwise enforceable agreement, including without limitation the mutual promisesand undertakings set forth in Paragraph 8; that Intervoice’s promises and undertakings set forth inParagraph 8 and the Executive’s position and responsibilities with Intervoice give rise toIntervoice’s interest in restricting the Executive’s post-employment activities; that suchrestrictions are designed to enforce the Executive’s promises and undertakings set forth in thisParagraph 9 and his common-law obligations and duties owed to Intervoice and its Affiliates; thatthe restrictions are reasonable and necessary, are valid and enforceable under Texas law, and donot impose a greater restraint than necessary to protect Intervoice’s goodwill, ConfidentialInformation, and other legitimate business interests; that he will immediately notify Intervoice inwriting should he believe or be advised that the restrictions are not, or likely are not, valid or enforceableEmployment Agreement — Page 11
 

 
under Texas law or the law of any other state that he contends or is advised isapplicable; that the mutual promises and undertakings of Intervoice and the Executive underParagraphs 8 and 9 are not contingent on the duration of the Executive’s employment withIntervoice; and that absent the promises and representations made by the Executive in thisParagraph 9 and Paragraph 8, Intervoice would require him to return any Confidential Information inhis possession, would not provide the Executive with new and additional Confidential Information,would not authorize the Executive to engage in activities that will create new and additionalConfidential Information, and would not enter or have entered into this Agreement.10. Intellectual Property.     (a) In consideration of Intervoice’s promises and undertakings in this Agreement, theExecutive agrees that all Work Product will be disclosed promptly by the Executive to Intervoice,shall be the sole and exclusive property of Intervoice, and is hereby assigned to Intervoice,regardless of whether (i) such Work Product was conceived, made, developed or worked on duringregular hours of his employment or his time away from his employment, (ii) the Work Product wasmade at the suggestion of Intervoice; or (iii) the Work Product was reduced to drawing, writtendescription, documentation, models, or other tangible form. Without limiting the foregoing, theExecutive acknowledges that all original works of authorship that are made by the Executive, solelyor jointly with others, within the scope of his employment and that are protectable by copyrightare “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C.,Section 101), and are therefore owned by Intervoice from the time of creation.     (b) The Executive agrees to assign, transfer, and set over, and the Executive does herebyassign, transfer, and set over to Intervoice, all of his right, title, and interest in and to allWork Product, without the necessity of any further compensation, and agrees that Intervoice isentitled to obtain and hold in its own name all patents, copyrights, and other rights in respect ofall Work Product. The Executive agrees to (i) cooperate with Intervoice during and after hisemployment with Intervoice in obtaining patents or copyrights or other intellectual-propertyprotection for all Work Product; (ii) execute, acknowledge, seal, and deliver all documentstendered by Intervoice to evidence its ownership thereof throughout the world; and (iii) cooperatewith Intervoice in obtaining, defending, and enforcing its rights therein.     (c) The Executive represents that there are no other contracts to assign inventions or otherintellectual property that are now in existence between the Executive and any other person orentity. The Executive further represents that he has no other employment or undertakings thatmight restrict or impair his performance of this Agreement. The Executive will not in connectionwith his employment by Intervoice, use or disclose to Intervoice any confidential, trade secret, orother proprietary information of any previous employer or other person that the Executive is notlawfully entitled to disclose.11. Reformation. If the provisions of Paragraphs 8, 9, or 10 are ever deemed by a court toexceed the limitations permitted by applicable law, the Executive and Intervoice agree that suchprovisions shall be, and are, automatically reformed to the maximum limitations permitted by suchlaw.12. Indemnification.     (a) Indemnification against Claims. Intervoice shall indemnify the Executive from andagainst expenses (including attorney’s fees), amounts paid in settlement, judgments, or finesincurred by the Executive in connection with any threatened, pending, orEmployment Agreement — Page 12
 

 
completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative,to which the Executive is a party or is threatened to be made a party by reason of or arising outof (i) events, practices, or representations concerning Intervoice occurring before the Executivebecame employed by Intervoice, or (ii) the performance by the Executive of his position and dutiesunder this Agreement, provided that the Executive acted in a manner he reasonably believed to be inor not opposed to the best interests of Intervoice, and with respect to any criminal action orproceeding, the Executive had no reasonable cause to believe his conduct was unlawful. ThisParagraph 12 does not, however, supersede Intervoice’s remedies under Paragraph 7 of thisAgreement.     (b) Procedure for Indemnification. Promptly after receipt by the Executive of noticeof the commencement of any legal action against the Executive in respect of which indemnity orreimbursement may be sought from Intervoice under this Agreement, the Executive shall notifyIntervoice in writing of the commencement thereof. Any indemnification pursuant to Paragraph 12(a)of this Agreement shall be made by Intervoice only as authorized in the specific case upon adetermination that indemnification of the Executive is proper in the circumstances because he hasmet the applicable standards of conduct set forth in Paragraph 12(a) of this Agreement. Suchdetermination shall be made by a majority of the Board who at the time of such determination arenot named defendants or respondents in the legal action, regardless of whether the directors notnamed defendants or respondents constitute a quorum.     (d) Advance Payment of Expenses. Expenses incurred by the Executive in defending acivil or criminal action, suit, or proceeding may be paid by Intervoice in advance of the finaldisposition of such action, suit, or proceeding if authorized by the Board upon receipt of anundertaking by or on behalf of the Executive to repay such amount unless it shall ultimately bedetermined that he is entitled to be indemnified by Intervoice pursuant to this Paragraph.     (e) Nonexclusivity of Indemnification Provisions. Indemnification pursuant to thisParagraph 12 shall be in addition to any other rights that the Executive may have under corporateor partnership governance documents, other agreements, or applicable law. Notwithstanding anyprovision of this Agreement to the contrary, Intervoice shall not be obligated to indemnify theExecutive under this Agreement to the extent that Intervoice is prohibited by law from providingsuch indemnification.13. Assistance in Litigation. During the Employment Term and thereafter, the Executiveshall, upon reasonable notice, furnish such information and proper assistance to Intervoice or anyof its Affiliates as may reasonably be required by Intervoice in connection with any litigation inwhich Intervoice or any of its Affiliates is, or may become, a party. This obligation includes theExecutive’s promptly meeting with counsel for Intervoice or any of its Affiliates at reasonabletimes upon their request, and providing testimony in court, before an arbitrator or other conveningauthority, or upon deposition that is truthful, accurate, and complete, according to informationknown to the Executive. Intervoice shall reimburse the Executive for all reasonable out-of-pocketexpenses incurred by the Executive in rendering such assistance. After the termination of theExecutive’s employment, when the time (excluding any telephone conversations of less than twohours’ duration) required of the Executive to provide information and assistance in accordance withthis Paragraph 13 includes participation by the Executive on two or more consecutive days(including consecutive business days, where there are intervening holidays or weekends), Intervoiceshall compensate the Executive on a *per diem*basis for each such day after the first, at the samedaily rate of pay earned by the Executive as of the Employment Termination Date. Provided,however, that Intervoice shall provide noEmployment Agreement — Page 13
 

 
compensation, other than as may be required by law to bepaid to a subpoenaed witness, if applicable, for any testimony, whether at trial or other hearing or upon deposition, given bythe Executive.14. No Obligation to Pay. With regard to any payment due to the Executive under thisAgreement, it shall not be a breach of any provision of this Agreement for Intervoice to fail tomake such payment to the Executive if (i) Intervoice is legally prohibited from making the payment;(ii) Intervoice would be legally obligated to recover the payment if it was made; or (iii) theExecutive would be legally obligated to repay the payment if it was made.15. Withholding Taxes. Intervoice shall withhold from any payments to be made to theExecutive pursuant to this Agreement such amounts (including Social Security and Medicarecontributions and federal income taxes) as shall be required by federal, state, and localwithholding tax laws.16. Notices. All notices, requests, demands, and other communications required orpermitted to be given or made by either party shall be in writing and shall be deemed to have beenduly given or made (a) when delivered personally, or (b) when deposited in the United States mail,first class registered or certified mail, postage prepaid, return receipt requested, to the partyfor which intended at the following addresses (or at such other addresses as shall be specified bythe parties by like notice, except that notices of change of address shall be effective only uponreceipt):          (i) If to Intervoice, at:  Intervoice, Inc.