**Exhibit 10.1****INTERVOICE, INC. 2005 STOCK INCENTIVE PLAN****SUMMARY OF STOCK OPTION GRANT**     You, the Optionee named below, have been granted the following option (the “Option”) topurchase shares of the common stock, no par value per share (the “Common Stock”), of Intervoice,Inc., a Texas corporation (“Intervoice”), on the terms and conditions set forth below and inaccordance with the Stock Option Award Agreement (the “Agreement”) to which this Summary of StockOption Grant is attached and the Intervoice, Inc. 2005 Stock Incentive Plan (the “Plan”):  Optionee Name:   Number of Option Shares Granted:   Type of Option:   Grant Date:   Exercise Price Per Share:   Vesting Commencement Date: Vesting Schedule: **The Option shall vest over a period of time and shares of Common Stocksubject to the Option shall become purchasable in installments in accordance with thefollowing schedule: (i) 50% of such shares (if a fractional number, then the nextlower whole number) shall become purchasable, in whole at any time or in part from timeto time, on February 28, 2006, if Optionee is in the continuous service of Intervoiceor an Affiliate until such vesting date; and (ii) the remaining shares shall becomepurchasable, in whole at any time or in part from time to time, on February 28, 2009,if the Optionee is in the continuous service of Intervoice or an Affiliate until suchvesting date.**     You, by your signature as Optionee below, acknowledge that you (i) have reviewed the Agreementand the Plan in their entirety and have had the opportunity to obtain the advice of counsel priorto executing this Summary of Stock Option Grant, (ii) understand that the Option is granted underand governed by the terms and provisions of the Agreement and the Plan, and (iii) agree to acceptas binding all of the determinations and interpretations made by the Committee with respect tomatters arising under or relating to the Option, the Agreement and the Plan.     OPTIONEE: INTERVOICE, INC.       By: H. Don Brown(Signature of Optionee)           Name:         Title: Executive Vice President Human Resources
 

 
**INTERVOICE, INC. 2005 STOCK INCENTIVE PLAN****STOCK OPTION AWARD AGREEMENT**     THIS AGREEMENT is made as of the Grant Date (as set forth on the Summary of Stock OptionGrant) between Intervoice, Inc., a Texas corporation (“Intervoice”), and Optionee pursuant to theIntervoice, Inc. 2005 Stock Incentive Plan (the “Plan”).     WHEREAS, the Compensation Committee of the Board of Directors of Intervoice with respect to anOption granted to an employee or the Board of Directors of Intervoice with respect to an Optiongranted to an outside director (the “Committee”) has authority to grant Options under the Plan toemployees and outside directors of and other individuals performing services for Intervoice and itsAffiliates; and     WHEREAS, the Committee has determined to award Optionee the Option described in thisAgreement;     NOW, THEREFORE, Intervoice and Optionee agree as follows:     1. Effect of Plan and Authority of Committee. This Agreement and the Option grantedhereunder are subject to the Plan, which is incorporated herein by reference. The Committee isauthorized to make all determinations and interpretations with respect to matters arising under orrelating to the Plan, this Agreement and the Option granted hereunder. Capitalized terms used andnot otherwise defined herein have the respective meanings given them in the Plan or in the Summaryof Stock Option Grant, which are attached hereto and incorporated herein by this reference for allpurposes.     2. Grant of Option. On the terms and conditions set forth in this Agreement, theSummary of Stock Option Grant and the Plan, as of the Grant Date, Intervoice hereby grants toOptionee the option to purchase the number of shares of Common Stock set forth on the Summary ofStock Option Grant at the Exercise Price per share set forth on the Summary of Stock Option Grant(the “Option”). The Option is intended to be an Incentive Stock Option or a Nonqualified StockOption, as provided in the Summary of Stock Option Grant. If the Option is intended to be anIncentive Stock Option, it is agreed that the exercise price is at least 100% of the Fair MarketValue of a share of Common Stock on the Grant Date (110% of Fair Market Value if Optionee ownsstock possessing more than 10% of the total combined voting power of all classes of stock ofIntervoice or any Affiliate, within the meaning of Section 422(b)(6) of the Code). If this Optionis intended to be an Incentive Stock Option, but the aggregate Fair Market Value of Common Stockwith respect to which Incentive Stock Options granted to Optionee (including all options qualifyingas incentive stock options pursuant to Section 422 of the Code granted to Optionee under any otherplan of Intervoice or any Affiliate) are exercisable for the first time by Optionee during anycalendar year exceeds $100,000 (determined as of the date the Incentive Stock Option is granted),this Option shall not be void but shall be deemed to be an Incentive Stock Option to the extent itdoes not exceed the $100,000 limit and shall be deemed a Nonqualified Stock Option to the extent itexceeds that limit.     3. Vesting. This Option may be exercised only to the extent it is vested on thevesting dates in accordance with the Vesting Schedule set forth in the Summary of Stock OptionGrant. The vested percentage indicated in such Vesting Schedule shall be exercisable, as to all orpart of
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the vested shares, at any time or times after the respective vesting date and until theexpiration or termination of the Option. The vesting of this Option may be accelerated in certainevents as set forth in the Plan. The unvested portion of this Option shall terminate and beforfeited immediately on the date of Optionee’s termination of employment or service.     4. Term.     (a) Term of Option. This Option may not be exercised after the expiration ofseven years from the Grant Date (five years from the Grant Date if the Option is anIncentive Stock Option and Optionee owns stock possessing more than 10% of the totalcombined voting power of all classes of stock of Intervoice or any Affiliate, within themeaning of Section 422(b)(6) of the Code, as of the Grant Date). If the expiration date ofthis Option or any termination date provided for in this Agreement shall fall on a Saturday,Sunday or a day on which the executive offices of the Company are not open for business,then such expiration or termination date shall be deemed to be the last normal business dayof the Company at its executive offices preceding such Saturday, Sunday or day on which suchoffices are closed.     (b) Early Termination. Except as provided below, this Option may not beexercised unless Optionee shall have been in the continuous employ or service of Intervoiceor any Affiliate from the Grant Date to the date of exercise of the Option. This Option maybe exercised after the date of Optionee’s termination of employment or service withIntervoice and its Affiliates only in accordance with Section 7.5 of the Plan.     5. Manner of Exercise and Payment. The Optionee (or his or her representative,guardian, devisee or heir, as applicable) may exercise any portion of this Option that has becomeexercisable in accordance with the terms hereof as to all or any of the shares of Common Stock thenavailable for purchase by delivering to Intervoice written notice, in a form satisfactory to theCommittee, specifying:     (a) the number of whole shares of Common Stock to be purchased together with payment infull of the purchase price of such shares;     (b) the address to which dividends, notices, reports, and other information are to besent; and     (c) Optionee’s social security number or social insurance number.Payment of the purchase price of the shares of Common Stock shall be made (i) in cash, or bycertified or cashier’s check payable to the order of Intervoice, free from all collection charges,or (ii) by delivery of nonforfeitable, unrestricted shares of Common Stock previously acquired byOptionee that have been held for at least six months having an aggregate Fair Market Value as ofthe date of exercise equal to the total exercise price, or (iii) by a combination of cash (orcertified or cashier’s check) and such already-owned shares of Common Stock. Optionee also mayelect to pay all or a portion of the purchase price of such shares of Common Stock through aspecial sale andremittance procedure pursuant to which Optionee shall concurrently provide (A) irrevocableinstructions to a broker-dealer to effect the immediate sale or margin of a sufficient portion ofthe purchased shares and remit directly to Intervoice, out of the sale proceeds available on thesettlement date, sufficient funds to cover the purchase price payable for the purchased shares
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plus all applicable taxes required to be withheld by reason of such exercise and (B) an executedirrevocable option exercise form to Intervoice along with instructions to Intervoice to deliver thecertificates for the purchased shares directly to such broker-dealer to complete the sale. ThisOption shall be deemed to have been exercised on the first date upon which Intervoice receiveswritten notice of exercise as described above, payment of the purchase price and all otherdocuments, information and amounts required with respect to such exercise under this Agreement andthe Plan. Notwithstanding the foregoing provisions of this Section 5, the Committee may, in itsdiscretion, reject payment of the purchase price of the shares of Common Stock subject to thisOption in the form of already-owned shares or through a sale and remittance procedure with abroker-dealer in the event that the Committee determines that such payment forms violate theprovisions of applicable law or result in negative accounting treatment to Intervoice.     6. Withholding Tax. Promptly after demand by Intervoice, and at its direction,Optionee shall pay to Intervoice or the appropriate Affiliate an amount equal to the applicablewithholding taxes due in connection with the exercise of the Option. Pursuant to Section 15.5 ofthe Plan, such withholding taxes may be paid in cash or, subject to the further provisions of thisSection 6 of this Agreement, in whole or in part, by having Intervoice withhold from the shares ofCommon Stock otherwise issuable upon exercise of the Option a number of shares of Common Stockhaving a value equal to the amount of such withholding taxes or by delivering to Intervoice or theappropriate Affiliate a number of previously acquired issued and outstanding shares of Common Stock(excluding restricted shares still subject to a risk of forfeiture) having a value equal to theamount of such withholding taxes. The value of any shares of Common Stock so withheld by ordelivered to Intervoice or the appropriate Affiliate shall be based on the Fair Market Value (asdefined in the Plan) of such shares on the date on which the tax withholding is to be made.Optionee shall pay to Intervoice or the appropriate Affiliate in cash the amount, if any, by whichthe amount of such withholding taxes exceeds the value of the shares of Common Stock so withheld ordelivered. An election by Optionee to have shares withheld or to deliver shares to pay withholdingtaxes shall be made in accordance with administrative guidelines established by the Committee.     7. Delivery of Shares. Delivery of the certificates representing the shares of CommonStock purchased, upon exercise of this Option shall be made as soon as reasonably practicable afterreceipt of notice of exercise and full payment of the Exercise Price and any required withholdingtaxes. If Intervoice so elects, its obligation to deliver shares of Common Stock upon the exerciseof this Option shall be conditioned upon its receipt from the person exercising this Option of anexecuted investment letter, in form and content satisfactory to Intervoice and its legal counsel,evidencing the investment intent of such person and such other matters as Intervoice may reasonablyrequire. If Intervoice so elects, the certificate or certificates representing the shares ofCommon Stock issued upon exercise of this Option shall bear a legend to reflect any restrictions ontransferability.     8. Optional Issuance in Book-Entry Form. Notwithstanding the provisions of Section 7,at the option of Intervoice and subject to its Bylaws and Charter, any shares of Common Stockthat under the terms of this Agreement are issuable in the form of a stock certificate mayinstead be issued in book-entry form.     9. Transferability. This Option is personal to Optionee and during Optionee’slifetime may be exercised only by Optionee or his or her guardian or legal representative upon theevents and in accordance with the terms and conditions set forth in the Plan, and shall not betransferred
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except by will or by the laws of descent and distribution, nor may it be otherwisesold, transferred, pledged, exchanged, hypothecated or otherwise disposed of in any way (byoperation of law or otherwise) and it shall not be subject to execution, attachment or similarprocess. Any attempted sale, transfer, pledge, exchange, hypothecation or other disposition of thisOption not specifically permitted by the Plan or this Agreement shall be null and void and withouteffect.     10. Notices. All notices between the parties hereto shall be in writing and given inthe manner provided in Section 15.7 of the Plan. Notices to Optionee shall be given to Optionee’saddress as contained in Intervoice’s records. Notices to Intervoice shall be addressed to itsGeneral Counsel at the principal executive offices of Intervoice as set forth in Section 15.7 ofthe Plan.     11. Relationship With Contract of Employment or Services.     (a) The grant of an Option does not form part of Optionee’s entitlement to remunerationor benefit pursuant to his or her contract of employment or services, if any, nor does theexistence of a contract of employment or services between any person and Intervoice or anyAffiliate give such person any right or entitlement to have an Option granted to him or anyexpectation that an Option might be granted to him whether subject to any conditions or atall.     (b) The rights and obligations of Optionee under the terms of his or her contract ofemployment or other contract or agreement for services with Intervoice or any Affiliate, ifany, shall not be affected by the grant of an Option.     (c) The rights granted to Optionee upon the grant of an Option shall not affordOptionee any rights or additional rights to compensation or damages in consequence of theloss or termination of his or her office, employment or service with Intervoice or anyAffiliate for any reason whatsoever.     (d) Optionee shall not be entitled to any compensation or damages for any loss orpotential loss which he or she may suffer by reason of being or becoming unable to exercisean Option in consequence of the loss or termination of his or her office, employment orservice with Intervoice or any Affiliate for any reason (including, without limitation, anybreach of contract by Intervoice or any Affiliate) or in any other circumstances whatsoever.     12. Governing Law; Exclusive Forum; Consent to Jurisdiction. This Agreement shall begoverned by and construed in accordance with the internal laws (and not the principles relating toconflicts of laws) of the State of Texas, except as superseded by applicable federal law. Theexclusive forum for any action concerning this Agreement or the transactions contemplatedhereby shall be in a court of competent jurisdiction in Dallas County, Texas, with respect toa state court, or the Dallas Division of the United States District Court for the Northern Districtof Texas, with respect to a federal court. OPTIONEE HEREBY CONSENTS TO THE EXERCISE OFJURISDICTION OF A COURT IN THE EXCLUSIVE FORUM AND WAIVES ANY RIGHT HE OR SHE MAY HAVE TO CHALLENGEOR CONTEST THE REMOVAL AT ANY TIME BY THE COMPANY OR ANY OF ITS AFFILIATES TO FEDERAL COURT OF ANYSUCH ACTION HE OR SHE MAY BRING AGAINST IT IN STATE COURT.
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