**EXHIBIT 10.2****AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     This Amended and Restated EMPLOYMENT AGREEMENT (this “Agreement”) executed on October 9, 2006between Intervoice, Inc., a Texas corporation (“Intervoice”), and **Marie A. Jackson**(the“Employee”).     WHEREAS, in connection with the Employee’s recent promotion to the position of Senior VicePresident Corporate Marketing, Intervoice and Employee desire to amend and restate Employee’s priorEmployment Agreement dated as of December 5, 2005;     WHEREAS, Intervoice desires to continue to employ the Employee, and the Employee desires to beemployed by Intervoice, on the terms and conditions hereinafter set forth;     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreementsherein contained, and intending to be legally bound hereby, Intervoice and the Employee herebyagree as follows:1. Employment.     Intervoice agrees to continue to employ the Employee, and the Employee agrees to enter theemploy of Intervoice under the terms of this Agreement through December 30, 2007, (the “InitialEmployment Term”). Following the expiration of the Initial Employment Term, the Employee’scontinued employment by Intervoice shall be at will, subject to the general policies and practicesof Intervoice as shall apply to a person having such position as the Employee may then andthereafter from time to time hold.2. Position and Duties.     (a) During the Initial Employment Term, the Employee shall devote her full time, skill, andattention, and her best efforts during normal business hours to the business and affairs ofIntervoice, to the extent necessary to discharge faithfully and efficiently the duties andresponsibilities delegated and assigned to the Employee herein or pursuant hereto, except forusual, ordinary, and customary periods of vacation and absence due to illness or other disability.     (b) All services that the Employee may render to Intervoice or any of its subsidiaries oraffiliates in any capacity during the Initial Employment Term shall be deemed to be servicesrequired by this Agreement and consideration for the compensation provided for herein.     (c) The Employee shall perform her duties and responsibilities in the capacity of a seniorvice president level position.
 

 
3. Compensation and Related Matters.     (a) Base Salary. During the Initial Employment Term, Intervoice shall continue to payto the Employee for her services hereunder a base salary (“Base Salary”) at the rate of $215,000per year, payable in semi-monthly installments in accordance with the general payroll practices(including payroll withholding requirements) of Intervoice in effect at the time such payment ismade. The Base Salary may be increased, as determined to be appropriate by Intervoice, followingIntervoice’s annual review of the Employee’s performance.     (b) Employee Benefits. During the Initial Employment Term, the Employee shall beentitled to receive all employee benefits which are from time to time generally made available byIntervoice to its other similarly situated employees.     (c) Annual Bonus. Effective for Intervoice’s fiscal year beginning March 1, 2006, andcontinuing with respect to the fiscal year ending February 28, 2008, the Employee will participatein the bonus plan provided to the Employee by Intervoice for the applicable time period, accordingto the terms of such plan. The Employee will participate under the plan at the senior vicepresident level with an incentive target at plan of 40 percent of the Employee’s annual base salaryrate.     (d) Vacations and Other Authorized Absences. During the Initial Employment Term, theEmployee shall be entitled to paid vacations and such other paid absences for holidays, illness,personal time, or other authorized reasons, in accordance with the policies, practices, andprocedures of Intervoice from time to time in effect. The Employee agrees to utilize her vacationat such time or times as are (i) consistent with the proper performance of her duties andresponsibilities hereunder, and (ii) mutually convenient for Intervoice and the Employee.     (e) Stay Bonus. Within 15 days after satisfactory completion of her employmentthrough December 30, 2006, Intervoice shall pay to the Employee a retention bonus of $30,000, andwithin 15 days after satisfactory completion of the remaining Initial Employment Term, Intervoiceshall pay to the Employee an additional retention bonus of $20,000 (collectively, the “StayBonus”), less applicable withholding and otherwise according to the general payroll practices ofIntervoice, in consideration of the Employee’s continued satisfactory service, according to thegood-faith determination of Intervoice, during each year of the Initial Employment Term of thisAgreement. If the Employee voluntarily terminates employment with Intervoice during the InitialEmployment Term for any reason (including, without limitation, to accept a new job or to retire)other than for Good Reason (as defined in Paragraph 4 herein), or if the Employee’s employment withIntervoice is terminated for Cause (as defined in Paragraph 4 herein) or because of her death orDisability (as defined in Paragraph 4 herein) in accordance with this Agreement, then the Employeeshall not be entitled to receive any portion of the Stay Bonus not already earned according to thecriteria stated above. However, if the Employee’s employment is terminated by Intervoice prior tothe completion of the Initial Employment Term for any reason other than for Cause, death,Disability, or pursuant to the provisions of Paragraph 1(b) hereof, then the portion of the StayBonus for the first or second year of the Initial Employment Term, as applicable
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according to whether the termination occurs during the first or second year of the InitialEmployment Term, shall be payable in full as soon as practicable following the Employee’stermination; provided, however, that in the event such payment constitutes deferred compensationthat may not be paid before the date that is six months after the date of the Employee’s separationfrom service (or, if earlier, the date of death of the Employee) as provided in Section 409A(a)(2)of the Internal Revenue Code of 1986, as amended (the “Code”) in order to meet the requirements ofSection 409A of the Code, as determined by Intervoice in its sole judgment, the Stay Bonus shall bepaid in full as soon as administratively practicable following the date that is six months afterthe date of the Employee’s separation from service (or, if earlier, the date of death of theExecutive).4. Termination of Employment.     (a) Events of Termination. The Employee’s employment hereunder shall terminateautomatically upon the first to occur of the Employee’s death, Disability (as herein defined),termination by Intervoice for Cause (as herein defined), or termination by the Employee for GoodReason (as herein defined).     (b) Certain Definitions. For purposes of this Agreement:     (i) The “Disability” of the Employee shall be deemed to have occurred if the Employeeshall have been unable to perform her duties hereunder, despite any reasonable accommodationrequired by law, on a full-time basis for 60 consecutive days, or for an aggregate of 90days within any given period of 180 consecutive days (excluding any leaves of absenceapproved by Intervoice) as a result of her physical or mental incapacity.     (ii) “Cause” shall mean any of the following.     (A) conduct by the Employee that, in the good-faith opinion of the Employee’ssupervising officer, an executive officer, or the Board of Directors of Intervoiceis materially detrimental to Intervoice or reflects unfavorably on Intervoice or theEmployee to such an extent that Intervoice’s best interest reasonably requires theEmployee’s discharge;     (B) conduct by the Employee that constitutes willful misconduct or grossnegligence in the performance of her duties hereunder;     (C) conduct by the Employee that constitutes fraud or a criminal act, whetheror not related to Intervoice or the Employee’s duties hereunder;     (D) the continued failure by the Employee to substantially perform her dutieshereunder (other than any such failure resulting from illness of or injury to theEmployee or the Employee’s physical or mental incapacity), after demand forsubstantial performance is delivered by
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Intervoice that specifically identifies the manner in which Intervoice believesthe Employee has not substantially performed her duties; or     (E) any material breach by the Employee of any of the material provisions ofthis Agreement.     (iii) “Good Reason” shall mean any of the following (without the Employee’s consent).     (A) the assignment to the Employee by Intervoice of any significant dutiesmaterially inconsistent with the Employee’s position with Intervoice at the time ofsuch assignment, or the Employee is required by Intervoice to permanently office ata location which is more than 30 miles from Intervoice’s current facility in SantaClara, California;     (B) the removal by Intervoice from the Employee of a significant and materialportion of those duties usually appertaining to the Employee’s position withIntervoice at the time of such removal;     (C) a reduction by Intervoice of the Employee’s Base Salary as then in effectpursuant to the provisions hereof, or the failure of Intervoice to pay such BaseSalary to the Employee substantially at the time and in the manner specified inParagraph 3(a) of this Agreement; or     (D) any failure by Intervoice to otherwise comply with any material provisionof this Agreement in any material respect after receiving 30 days’ written noticefrom the Employee.(c) Date of Termination. For purposes of this Agreement, “Date of Termination” shall meanthe effective date of termination of the Employee’s employment hereunder, which date shall be (i)if the Employee’s employment is terminated by her death, the date of her death, (ii) if theEmployee’s employment is terminated because of her Disability, the 30th day following Intervoice’snotice that the Employee’s employment is being terminated due to Disability, (iii) if theEmployee’s employment is terminated by Intervoice for Cause, the third day following the date onwhich Intervoice gives notice that the Employee’s employment is being terminated for Cause, (iv) ifthe Employee’s employment is terminated by the Employee for Good Reason, the fifth day followingthe date on which the Employee gives notice that she is terminating her employment for Good Reason,and (v) if the Employee’s employment is terminated for any other reason, the date specified in thenotice of termination, which date shall in no event be earlier than the date such notice is given.5. Obligations of Intervoice Upon Termination of Employment.     (a) Death. If the Employee’s employment hereunder is terminated by reason of theEmployee’s death, Intervoice shall pay to the Employee’s estate, in a lump sum in cash, the sum of(i) the Employee’s Base Salary through the Date of Termination, to the extent not theretofore paid,and (ii) an amount equal to the Base Salary the Employee
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would have been entitled to receive had the Employee remained in Intervoice’s employ through theend of the calendar month during which her employment terminated.     (b) Disability. If the Employee’s employment hereunder is terminated by reason of theEmployee’s Disability, Intervoice shall pay to the Employee, in a lump sum in cash, the sum of (i)the Employee’s Base Salary through the Date of Termination, to the extent not theretofore paid, and(ii) an amount equal to the Base Salary the Employee would have been entitled to receive had theEmployee remained in Intervoice’s employ through the end of the calendar month during which heremployment terminated.     (c) Termination for Cause. If the Employee’s employment hereunder is terminated forCause, Intervoice shall pay to the Employee, in a lump sum in cash, the Employee’s Base Salarythrough the Date of Termination, to the extent not theretofore paid, and, thereafter, Intervoiceshall have no further obligations to the Employee under this Agreement.     (d) Termination by the Employee Other than for Good Reason. If the Employee’semployment hereunder is terminated by the Employee other than for Good Reason, Intervoice shall payto the Employee, in a lump sum in cash, the Employee’s Base Salary through the Date of Termination,to the extent not theretofore paid.     (e) Termination by Company Other Than for Cause, Etc., or by the Employee for GoodReason. If the Employee’s employment hereunder is terminated by Intervoice other than forCause, Death, Disability, or pursuant to the provisions of Paragraph 1(b), or if the Employee’semployment hereunder is terminated by the Employee for Good Reason, Intervoice shall pay to theEmployee, in a lump sum in cash, the aggregate of the following amounts:     (i) the Employee’s Base Salary through the Date of Termination to the extent nottheretofore paid; and     (ii) an amount equal to the Employee’s Base Salary for the period of time commencing onthe Date of Termination and continuing through the last to occur of (A) 180 days, or (B)expiration of the Initial Employment Term of this Agreement pursuant to Paragraph 1(a)hereof.     (f) Time of Payment. The Base Salary payments provided for under clause (ii) ofsubparagraphs (a), (b), and (e) of this Paragraph 5 shall be paid at the time and in the mannersuch Base Salary would have been paid had there been no termination of employment (except asotherwise required by applicable law) unless such payments constitute deferred compensation thatmay not be paid before the date that is six months after the date of the Employee’s separation fromservice (or, if earlier, the date of death of the Employee) as provided in Section 409A(a)(2) ofthe Internal Revenue Code of 1986, as amended (the “Code”) in order to meet the requirements ofSection 409A of the Code, as determined by Intervoice in its sole judgment, in which case the sumof the payments that otherwise would have been made during such six-month period shall be paid in asingle lump-sum payment as soon as administratively
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practicable following the date that is six months after the date of the Employee’s separation fromservice (or, if earlier, the date of death of the Executive) and any remaining payments providedfor under this Paragraph 5 shall be paid at the time and in the manner such Base Salary would havebeen paid had there been no termination of employment.     (g) Sole Remedy. The right to receive the payments and other benefits provided forunder this Paragraph 5 shall be the Employee’s sole and exclusive remedy for the termination of heremployment and shall be in lieu of any claim that she might otherwise have against Intervoicearising from such termination.6. Confidential Information.     (a) “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 Employee.     (b) The Employee 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), her 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 her position andresponsibilities, she necessarily will be creating Confidential Information that belongs toIntervoice and enhances Intervoice’s goodwill, and in carrying out her responsibilities she in turnwill be relying on Intervoice’s goodwill and the disclosure by Intervoice to her of ConfidentialInformation; and (vi) she 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.     (c) Intervoice acknowledges and agrees that the Employee must have and continue to havethroughout her employment the benefits and use of its goodwill and Confidential Information inorder to properly carry out her responsibilities. Intervoice accordingly promises upon executionand delivery of this Agreement to provide the Employee immediate access to new and additionalConfidential Information and to authorize her to engage in activities that will create new andadditional Confidential Information.
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     (d) Intervoice and the Executive thus acknowledge and agree that during the Employee’semployment with Intervoice and upon execution and delivery of this Agreement she (i) has received,will receive, and will continue to receive, Confidential Information that is unique, proprietary,and valuable to Intervoice; (ii) has created, will create, and will continue to create,Confidential Information that is unique, proprietary, and valuable to Intervoice; and (iii) hasbenefited, will benefit, and will continue to benefit, including without limitation by way ofincreased earnings and earning capacity, from the goodwill Intervoice has generated and from theConfidential Information.     (e) Accordingly, the Employee acknowledges and agrees that at all times during her employmentby Intervoice and/or any of its subsidiaries and thereafter:     (i) all Confidential Information shall remain and be the sole and exclusive property ofIntervoice and/or its Affiliates;     (ii) she will protect and safeguard all Confidential Information;     (iii) she will hold all Confidential Information in strictest confidence and not,directly or indirectly, disclose or divulge any Confidential Information to any person otherthan an officer, director, or employee of, or legal counsel for, Intervoice or itssubsidiaries, to the extent necessary for the proper performance of her responsibilitiesunless authorized to do so by Intervoice or compelled to do so by law or valid legalprocess;     (iv) if she believes she is compelled by law or valid legal process to disclose ordivulge any Confidential Information, she will notify Intervoice in writing sufficiently inadvance of any such disclosure to allow Intervoice the opportunity to defend, limit, orotherwise protect its interests against such disclosure;     (v) at the end of her employment with Intervoice for any reason or at the request ofIntervoice at any time, she will return to Intervoice all Confidential Information and allcopies thereof, in whatever tangible form or medium, including electronic; and     (vi) absent the promises and representations of the Employee in this Paragraph 6 and inParagraph 7, Intervoice would require her immediately to return any tangible ConfidentialInformation in her possession, would not provide the Employee with new and additionalConfidential Information, would not authorize the Employee to engage in activities that willcreate new and additional Confidential Information, and would not enter or have entered intothis Agreement.7. Nonsolicitation and Nondisparagement Obligations. In consideration of Intervoice’spromises to provide the Employee with new and additional Confidential Information and to authorizeher 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 Employee
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agrees that, while she is employed by Intervoice and/or any of its subsidiaries and for a six-monthperiod following the end of that employment for any reason, she shall not engage in any of thefollowing activities (the “Restricted Activities”):     (a) She will not directly or indirectly disparage Intervoice or its subsidiaries, anyproducts, services, or operations of Intervoice or its subsidiaries, or any of the former, current,or future officers, directors, or employees of Intervoice or its subsidiaries;     (b) She will not, whether on her 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 subsidiaries to leavethat employment or cease performing those services;     (c) She will not, whether on her 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 subsidiaries to cease being a customer,supplier, or vendor of Intervoice or any of its subsidiaries or to divert all or any part of suchperson’s or entity’s business from Intervoice or any of its subsidiaries; and     (d) The Employee acknowledges and agrees that the restrictions contained in this Paragraph 7are ancillary to an otherwise enforceable agreement, including without limitation the mutualpromises and undertakings set forth in Paragraph 6; that Intervoice’s promises and undertakings setforth in Paragraph 7 and the Employee’s position and responsibilities with Intervoice give rise toIntervoice’s interest in restricting the Employee’s post-employment activities; that suchrestrictions are designed to enforce the Employee’s promises and undertakings set forth in thisParagraph 7 and her common-law obligations and duties owed to Intervoice and its subsidiaries; 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 she will immediately notify Intervoicein writing should she believe or be advised that the restrictions are not, or likely are not, validor enforceable under Texas law or the law of any other state that she contends or is advised isapplicable; that the mutual promises and undertakings of Intervoice and the Employee underParagraphs 6 and 7 are not contingent on the duration of the Employee’s employment with Intervoice;and that absent the promises and representations made by the Employee in this Paragraph 7 and inParagraph 6, Intervoice would require her to return any Confidential Information in her possession,would not provide the Employee with new and additional Confidential Information, would notauthorize the Employee to engage in activities that will create new and additional ConfidentialInformation, and would not enter or have entered into this Agreement.8. Business Records. Given the secretive and competitive environment in which Intervoicedoes business and the fiduciary relationship that the Employee will have with
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Intervoice hereunder, the Employee agrees to promptly deliver to Intervoice, upon termination ofher employment, or at any other time when Intervoice so requests, all memoranda, notes, records,drawings, manuals, and other documents (and all copies thereof and therefrom) in any way relatingto the business or affairs of Intervoice or any of its subsidiaries or any of their clients,whether made or compiled by the Employee or furnished to her by Intervoice or any of its employees,customers, clients, consultants, or agents, which the Employee may then possess or have under hercontrol. The Employee confirms that all such memoranda, notes, records, drawings, manuals, andother documents (and all copies thereof and therefrom) constitute the exclusive property ofIntervoice. The obligation of confidentiality set forth in Paragraph 6 shall continuenotwithstanding the Employee’s delivery of any such documents to Intervoice. The provisions ofthis Paragraph 8 shall continue in effect notwithstanding termination of the Employee’s employmenthereunder for any reason.9. Intellectual Property.     (a) Disclosure. The Employee shall promptly disclose to Intervoice all ideas,inventions, discoveries, processes, designs, methods, substances, articles, computer programs, andimprovements, whether or not patentable or copyrightable (all of the foregoing being hereinaftercollectively called “Intellectual Property”), which the Employee conceives, invents, discovers,creates, or develops, alone or with others, during the Initial Employment Term, if such conception,invention, discovery, creation, or development (i) occurs in the course of the Employee’semployment with Intervoice, or (ii) occurs with the use of Intervoice’s or any of its subsidiaries’time, materials, or facilities, or (iii) relates or pertains in any way to Intervoice’s or any ofits subsidiaries’ purposes, activities, or affairs.     (b) Assignment. The Employee hereby assigns and agrees to assign to Intervoice, itssuccessors, assigns, or designees, all of the Employee’s right, title, and interest in and to allIntellectual Property that the Employee is obligated to disclose to Intervoice pursuant toParagraph 9(a).     (c) Assistance. The Employee shall assist Intervoice in the preparation of and shallexecute and deliver all disclosures, applications for patents or reissue of patents, rights ofpriority, assignments, and other documents, give all testimony, and in general do all lawful thingsrequested by Intervoice to obtain, maintain, and enforce United States and foreign patents and toobtain, maintain, and enforce on behalf of Intervoice or its designee legal title and all rights inand to all Intellectual Property referred to in the preceding provisions of this Paragraph 9.     (d) Records. The Employee shall prepare and maintain adequate and current writtenrecords of all Intellectual Property within the scope of Paragraphs 9(a) and (b) in the form ofnotes, sketches, drawings, memoranda, or reports, all of which shall be promptly submitted by theEmployee to Intervoice and shall be owned exclusively by Intervoice.     (e) Consideration and Expenses. The Employee shall perform her obligations under thisParagraph (at Intervoice’s expense), but without any additional compensation
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other than that which the Employee receives by reason of her employment with Intervoice or pursuantto any separate agreement between Intervoice and the Employee that may be in effect from time totime during the Initial Employment Term.     (f) Power of Attorney. If Intervoice or its designee is unable for any reasonwhatsoever to obtain the Employee’s signature to any documents that Intervoice is entitled torequire her to sign pursuant to this Paragraph 9, the Employee hereby irrevocably designates andappoints Intervoice as her agent and attorney-in-fact to act for and on behalf of her and in herstead to execute, deliver, and file all such documents (including, without limitation, allapplications for United States and foreign patents or for the reissue of such patents) and to doall other lawful acts that Intervoice is entitled to require the Employee to do pursuant to thisParagraph 9.     (g) Survival. The provisions of this Paragraph 9 shall continue in effect for twoyears following the termination of the Employee’s employment hereunder for any reason.10. Assistance in Litigation. During the Initial Employment Term and for a period of fiveyears thereafter, the Employee shall, upon reasonable notice, furnish such information and properassistance to Intervoice as may reasonably be required by Intervoice in connection with anylitigation in which Intervoice or any of its subsidiaries or affiliates is, or may become, a party.The Employee promises that any testimony she may give in any such litigation shall be truthful.The Company shall reimburse the Employee for all reasonable out-of-pocket expenses incurred by theEmployee in rendering such assistance. The provisions of this Paragraph 10 shall continue ineffect notwithstanding termination of the Employee’s employment hereunder for any reason.11. Withholding Taxes. The Company shall withhold from any payments to be made to theEmployee hereunder such amounts (including Social Security contributions and federal income taxes)as shall be required by federal, state, and local withholding tax laws.12. **CONDITIONS TO EMPLOYMENT****. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THEEMPLOYEE’S EMPLOYMENT BY THE COMPANY AND THE EFFECTIVENESS OF THIS AGREEMENT ARE SUBJECT TO (i) ABACKGROUND CHECK, AND (ii) THE EMPLOYEE’S COMPLETION OF A DRUG TEST. THE COMPANY MAY CHOOSE TOWITHDRAW ITS PREVIOUS CONDITIONAL OFFER OF EMPLOYMENT TO THE EMPLOYEE IF THE RESULTS OF EITHER OFTHE FOREGOING CONDITIONS ARE DETERMINED BY THE COMPANY, IN ITS SOLE DISCRETION, TO BEUNSATISFACTORY.**13. Compliance with Code Section 409A. Any provision of this Agreement to the contrarynotwithstanding, 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.
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14. Attorneys’ Fees and Costs. In the event there is any litigation between the partieshereto with respect to this Agreement, the prevailing party in such litigation shall be entitled torecover all attorneys’ fees and costs incurred by such party in connection with such litigation.15. Injunctive Relief. In recognition of the fact that a breach by the Employee of any ofthe provisions of Paragraphs 6, 7, 8, and 9 will cause irreparable damage to Intervoice for whichmonetary damages alone will not constitute an adequate remedy, Intervoice shall be entitled as amatter of right (without being required to prove damages or furnish any bond or other security) toobtain a restraining order, an injunction, an order of specific performance, or other equitable orextraordinary relief from any court of competent jurisdiction, restraining any further violation ofsuch provisions by the Employee or requiring her to perform her obligations hereunder. Such rightto equitable or extraordinary relief shall not be exclusive but shall be in addition to all otherrights and remedies to which Intervoice may be entitled at law or in equity, including withoutlimitation the right to recover monetary damages for the breach by the Employee of any of theprovisions of this Agreement.16. Jurisdiction and Venue. In respect of any action or proceeding arising out of orrelating to this Agreement, each of the parties hereto consents to the jurisdiction and venue ofany federal or state court located within Dallas County, Texas, waives personal service of any andall process upon it or her, consents that all such service of process may be made by first classregistered or certified mail, postage prepaid, return receipt requested, directed to it or her atthe address specified in Paragraph 19, agrees that service so made shall be deemed to be completedupon actual receipt thereof, and waives any objection to jurisdiction or venue of, and waives anymotion to transfer venue from, any of the aforesaid courts. This provision does not preventIntervoice from removing to an appropriate federal court any action brought in state court. **THEEMPLOYEE HEREBY CONSENTS TO, AND WAIVES ANY OBJECTIONS TO, REMOVAL TO FEDERAL COURT BY INTERVOICEOF ANY ACTION BROUGHT AGAINST IT BY THE EMPLOYEE.**17. **JURY TRIAL WAIVER****. IN THE EVENT THAT ANY DISPUTE ARISING FROM OR RELATED TO THISAGREEMENT OR THE EMPLOYEE’S EMPLOYMENT WITH INTERVOICE RESULTS IN A LAWSUIT, BOTH INTERVOICE ANDTHE EMPLOYEE MUTUALLY WAIVE ANY RIGHT THEY MAY OTHERWISE HAVE FOR A JURY TO DECIDE THE ISSUES INTHE LAWSUIT, REGARDLESS OF THE PARTY OR PARTIES ASSERTING CLAIMS IN THE LAWSUIT OR THE NATURE OFSUCH CLAIMS. INTERVOICE AND THE EMPLOYEE IRREVOCABLY AGREE THAT ALL ISSUES IN SUCH A LAWSUIT SHALLBE DECIDED BY A JUDGE RATHER THAN A JURY.**18. Survival. Neither the expiration nor the termination of the term of the Employee’semployment hereunder shall impair the rights or obligations of either party hereto which shall haveaccrued hereunder prior to such expiration or termination. The provisions of Paragraphs 6, 7, 8,9, 10, 14, and 15, and the rights and obligations of the parties
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thereunder, shall survive the expiration or termination of the term of the Employee’s employmenthereunder.19. Notices. All notices, requests, demands, and other communications required orpermitted to be given or made hereunder by either party hereto shall be in writing and shall bedeemed to have been duly given or made (i) when delivered personally, (ii) when sent bytelefacsimile transmission, or (iii) three days after being 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):If to Intervoice, at:Intervoice, Inc.