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Exhibit 10.1 (INTERVOICE LOGO) November 18, 2004 Mr. David W. Brandenburg
9500 Plains Circle
Frisco, Texas 75034 Dear David: This letter confirms the discussions held with you regarding your retirement from Intervoice,
Inc. (Intervoice). The terms set forth below constitute Intervoices offer and, by your
signature, your acceptance of this proposed Letter Agreement (this Agreement). On behalf of
Intervoice, I want to express my appreciation for your past service and contribution and wish you
success in your future endeavors. 1.      Resignation as an Executive Officer and as a Director. (a)      You have offered your resignation from Intervoice as Chairman of the
Board of Directors and Chief Executive Officer, as well as from all directorships,
offices and other positions held with Intervoices subsidiaries and affiliates, and
Intervoice hereby accepts your resignation on the terms set forth herein as of the date of
this Agreement (the Retirement Date). (b)      You have offered your resignation as a member of the Board of Directors
of Intervoice effective on or before December 31, 2004, and Intervoice hereby accepts your
resignation from the Board of Directors. 2.      Salary and Benefits. In accordance with Intervoices existing policies,
you have received or will receive the following payments and benefits pursuant to your employment
with Intervoice and your participation in Intervoices benefit plans: (a)      Payment of your regular base salary at the current rate for a period of
thirty (30) days after the Retirement Date; (b)      Payment of any accrued and unused vacation leave benefits on your current
schedule of benefits as of the Retirement Date; (c)      At your discretion, exercise of any stock options you hold, to the extent
such options are vested as of the Retirement Date, within the thirty (30) day period
beginning on the Retirement Date (it being understood that no unvested options held by you
will vest after the




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Mr. David W. Brandenburg
November 18, 2004
Page 2 Retirement Date, and that to the extent the Manner of Exercise provisions contained in
your stock option agreements require the consent of the Compensation Committee of
Intervoice, Intervoice confirms that the Compensation Committee of Intervoice so consents;
provided, however, that you understand that you cannot sell Intervoice stock or make a
cashless exercise of any vested options while you possess material nonpublic information);
and (d)      Present or future payment or other entitlement, in accordance with the
terms of the applicable plan or other benefit, of any benefits to which you have vested
entitlement under the terms of employee benefit plans established by Intervoice through the
thirtieth (30th) day after the Retirement Date. The amounts paid in accordance with subparagraphs (a) and (b) of this Paragraph are gross
amounts, subject to lawful deductions, including any deductions you have previously authorized. Your regular paid group health insurance benefits will continue only through the last day of
the month in which you cease to be an Intervoice employee. By law, you are entitled at your option
to continue your group health insurance coverage for a period of time thereafter at your own
expense. Please complete a COBRA election form, which will be furnished to you, and return it to
H. Don Brown in Intervoices Human Resources Department at your earliest convenience, in accordance
with the terms of the election form, if you wish to continue such insurance coverage. Intervoice will settle all authorized reimbursable business expenses, if any, based on your
submission of appropriate expense reports along with the required receipts and documentation.
Final expense reports for any remaining outstanding reimbursable expenses you have incurred must be
submitted within ten (10) days after the Retirement Date, except for any charges not billed to you
by that time, in which case the expense must be promptly submitted upon your receipt of the
billing. Intervoice will notify Paragon Life, the issuer of the life insurance policy (policy number
0001903756) (the Policy), that, should you wish to continue coverage under the Policy, all
premiums payable under the Policy commencing on the thirty-first (31st) day after the
Retirement Date will be payable by you. 3.      Employment Agreement Replaced by this Agreement; Preservation of Covenant Not
to Compete and Confidentiality Provisions. Except as otherwise provided herein, that certain
Employment Agreement effective June 26, 2000, as amended by the First Amended Employment Agreement
effective March 1, 2001, and the Second Amended Employment Agreement effective March 1, 2002
(together with any and all other amendments thereto, collectively the Employment Agreement),
between you and Intervoice is replaced in its entirety by this Agreement as of the Effective Date
hereof, and the terms of this Agreement will supersede all provisions of the Employment Agreement.
Notwithstanding the foregoing, (a) Paragraph 6 (Covenant Not to Compete) of the Employment
Agreement and (b) Paragraph 27 (Assignment, Protection and Confidentiality of Proprietary
Information) of the Employment Agreement, which Paragraphs 6 and 27 are incorporated herein by
reference, will continue in full force and effect, and nothing herein will act to cancel, change,
or supersede your continuing obligations under such preserved provisions. You and Intervoice
acknowledge your mutual intention that the terms of this Agreement alone, and not the Employment
Agreement, will define your compensation for the remainder of your employment and upon cessation of
your employment with Intervoice.




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Mr. David W. Brandenburg
November 18, 2004
Page 3 4.      Continuation of Obligations Under Employee Agreement on Ideas, Inventions and
Confidential Information. Nothing herein will act to cancel, change, or supersede your
continuing obligations as specified under Sections 1, 4, 5 and 7 of the Employee Agreement on
Ideas, Inventions and Confidential Information that you executed on June 26, 2000, which agreement
is incorporated herein by reference. 5.      Compelled Disclosure of Confidential Information. In the event you
believe that you are compelled by law or valid legal process to disclose any confidential
information within the purview of Paragraph 27 of the Employment Agreement or any provision of the
Employee Agreement on Ideas, Inventions and Confidential Information, you will notify Intervoice in
writing, through its Executive Vice President and General Counsel, reasonably in advance of any
such disclosure to allow Intervoice the opportunity to defend, limit, or otherwise protect its
interests against such disclosure. 6.      Return of Property. You agree, unless otherwise agreed in writing, to
return to Intervoice any and all items of its property; provided, however, that you will be
permitted to retain the chair, artwork in your office and any other personal property belonging to
you, and upon your reasonable request, Intervoice will provide you with electronic copies of any
personal files contained on the personal computer of Intervoice used by you. 7.      Confidentiality, Cooperation and Other Commitments. (a)      Disclosure of Terms. You have been informed that this Agreement
will be included as an exhibit to the Quarterly Report on Form 10-Q for the quarter ending
November 30, 2004 that Intervoice will file with the Securities and Exchange Commission, and
that it will be discussed in one or more documents filed by Intervoice with the Securities
and Exchange Commission, including a Current Report on Form 8-K. Intervoice will provide
you the opportunity to review and comment on the initial press release issued, and message
sent to Intervoice employees, concerning this Agreement. In any filing by Intervoice
pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, Intervoice will limit its public disclosure of the subject matter hereof to the
terms included in this Agreement, unless otherwise required by law due to subsequent events. (b)      Cooperation. You will cooperate fully and completely with
Intervoice, at its reasonable request, in all pending and future litigation, investigations,
arbitrations, and/or other fact-finding or adjudicative proceedings, public or private,
involving Intervoice. This obligation includes your meeting with counsel for Intervoice at
reasonable times upon their request, and providing truthful and accurate testimony in court,
before an administrative or governmental agency, arbitrator or other convening authority, or
upon deposition. The foregoing provisions do not diminish any rights you may have to be
represented by your own counsel. If you (i) appear as a witness in any pending or future
litigation, arbitration, or other fact-finding or adjudicative proceeding at the request of
Intervoice or (ii) for any other reason incur out-of-pocket expenses in connection with
fulfillment of your duties under this Subparagraph 7(b) at the request of Intervoice,
Intervoice agrees to reimburse you, upon, and within five (5) days of, submission of
substantiating documentation, for necessary and reasonable travel, lodging, and food
expenses incurred by you as a result thereof.




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Mr. David W. Brandenburg
November 18, 2004
Page 4 (c)      Mutual Nondisparagement; Handling of Inquiries. You will not
make to any other parties any statement, oral or written, which directly or indirectly
impugns the quality or integrity of Intervoices business, accounting, or employment
practices, or any other disparaging or derogatory remarks about Intervoice, its officers,
directors, shareholders, managerial personnel, or other employees; and Intervoice will
instruct its officers, directors or other representatives not to make any disparaging or
derogatory remarks about you, including, without limitation, any remarks that impugn your
leadership, performance or integrity while an employee of the Company. Intervoice and you
each acknowledge that no such statements or remarks have been made to date. Nothing herein
is intended to or will act in any manner to prevent you or Intervoices officers, directors
and other representatives from presenting testimony, making statements or providing
information, in connection with any legal or governmental investigation or proceeding, that
is truthful and accurate. Except as further provided herein below, any direct inquiries to
Intervoice from potential employers will receive Intervoices normal response, pursuant to
its current established policy, which provides for release solely of the following
information: verification of (i) name, (ii) last job title held, and (iii) dates of service.
If you have authorized Intervoice to provide other information in specific instances,
Intervoice shall use in those instances the form of response, containing such factual
information as has been jointly determined and agreed upon by you and Intervoice. 8.      Directors and Officers Indemnification and Insurance. Intervoice
hereby reaffirms its obligations to you pursuant to the provisions of its Bylaws at Paragraph 8.7,
Indemnification, as currently in effect, to indemnify you and to advance you reasonable expenses
(including attorneys fees) in accordance therewith, both before and after the Retirement Date, in
each such case to the extent required by law. Intervoice acknowledges and agrees that you have
provided to Intervoice the undertaking required by Paragraph 8.7(H) of its Bylaws and that you are
entitled to advancement of any expenses, including attorneys fees, in connection with the lawsuit
entitled David Barrie and Jill C. Richling, et al. v. Intervoice-Brite, Inc., et al., Cause No.
C83-01CV1071-D, pending as of the date of this Agreement before the Fifth Circuit Court of Appeals.
For not less than five (5) years after the Retirement Date, in any existing or future director and
officer insurance policies, Intervoice will cause you to be provided insurance coverage equal in
scope and amount to any other director or executive officer of Intervoice. 9.      Governing Law and Interpretation. This Agreement and the rights and
duties of the parties under it will be governed by and construed in accordance with the laws of the
State of Texas, without regard for any conflicts of laws provisions. If any provision of this
Agreement is held to be unenforceable, such provision will be considered separate, distinct, and
severable from the other remaining provisions of this Agreement, and will not affect the validity
or enforceability of such other remaining provisions; and in all other respects, this Agreement
will remain in full force and effect. If any provision of this Agreement is held to be
unenforceable as written but may be made to be enforceable by limitation thereof then such
provision will be enforceable to the maximum extent permitted by applicable law. The language of
all parts of this Agreement will in all cases be construed as a whole, according to its fair
meaning, and not strictly for or against any of the parties. 10.      Notices. Any notices required or permitted to be given under the terms
of this Agreement will be given in writing, delivered to the attention of the persons or offices
specified below. Any such notices will be considered effective only upon actual delivery to the
appropriate address, marked to the attention of the party or officer for whom the notice is
intended.




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Mr. David W. Brandenburg
November 18, 2004
Page 5 If to Intervoice:
    
    If to you:Intervoice, Inc.
    
    David W. BrandenburgAttn: Executive Vice President
    
    9500 Plains Circleand General Counsel
    
    Frisco, Texas 75034andExecutive Vice PresidentHuman Resources17811 Waterview ParkwayDallas, Texas 75252With a copy to:
    
    With a copy to:David E. Morrison
    
    D. Gilbert FriedlanderFulbright & Jaworski L.L.P.
    
    Weil, Gotshal & Manges LLP2200 Ross Ave., Suite 2800
    
    200 Crescent Court, Suite 300Dallas, Texas 75201
    
    Dallas, Texas 75201
 11.       Entire Agreement. Except with respect to those sections of the Employee
Agreement on Ideas, Inventions and Confidential Information and the Employment Agreement expressly
referred to and incorporated by reference herein, this Agreement shall contain the entire agreement
and understanding among the parties with respect to the subject matter hereof and shall supersede
and replace any and all prior arrangements, understandings, representations, agreements or other
communications, whether written or oral, between or among the parties relating to the subject
matter hereof. This Agreement may be modified only by a writing of contemporaneous or subsequent
date executed by both you and an authorized official of Intervoice.




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Mr. David W. Brandenburg
November 18, 2004
Page 6 If you are in agreement with the foregoing provisions, please execute both copies of this
letter in the space provided below. You should return one executed original to the undersigned,
and maintain the other executed original in your files. Sincerely,
INTERVOICE, INC.By:
    /s/ Gerald F. MontryGerald F. MontryChairman of the Board ACCEPTED AND AGREED TO: /s/ David W. BrandenburgDavid W. Brandenburg
 Date Signed: November 18, 2004