exv10w1



 





Exhibit 10.1




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”) is effective March 1, 2007 (“Effective Date”),
and is between Intervoice, Inc., a Texas corporation (“Intervoice”), and Insert Name (the
“Executive”).


1. Definitions. As used in this Agreement, the following terms have the following
meanings:




     (a) “Affiliate” means, with respect to any entity, any other corporation, organization,
association, partnership, sole proprietorship, or other type of entity, whether incorporated or
unincorporated, directly or indirectly controlling or controlled by or under direct or indirect
common 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 or
prior to the term of this Agreement) constituting (i) a breach of duty by the Executive in the
course of the Executive’s employment involving fraud, acts of dishonesty (other than inadvertent
acts or omissions), disloyalty, or moral turpitude; (ii) conduct by the Executive that is
materially detrimental to Intervoice, monetarily or otherwise, or reflects unfavorably on
Intervoice or the Executive to such an extent that Intervoice’s best interests reasonably require
the termination of the Executive’s employment; (iii) acts or omissions of the Executive materially
in violation of the Executive’s obligations 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 employment opportunity, including engaging in sexually or otherwise
harassing conduct; (v) the Executive’s repeated insubordination; (vi) the Executive’s failure to
comply with or enforce personnel policies of Intervoice or its Affiliates; (vii) the Executive’s
failure to devote full working time and best efforts to the performance of the Executive’s
responsibilities to Intervoice or its Affiliates; or (viii) the Executive’s conviction of, or entry
of a plea agreement or consent decree or similar arrangement with respect to, a felony, other
serious criminal offense, or any violation of federal or state securities laws.



     (d) (d) “Competitor” means any person or entity that carries on business activities in
competition with the activities of Intervoice or any Affiliate of Intervoice, including but not
limited to (i) Genesys, Avaya, Nortel, Cisco, Envox, Interactive Intelligence, IT Unity,
Logica/CMG, Tecnomen, Openwave, Convergys, West, Tell-Me, Comverse Technology, Huawei, Lucent
Technologies, Aspect, Alcatel, BeVocal, Audium, NetbyTel, Syntellect, TuVox, Viecore, Nuance, BBN,
and Vocalocity, or, if those corporate 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).



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     (e) “Corporate Change” means (i) the dissolution or liquidation of Intervoice; (ii) a
reorganization, merger, or consolidation of Intervoice with one or more corporations (other than a
merger or consolidation effecting a reincorporation of Intervoice in another state or any other
merger or consolidation in which the shareholders of the surviving corporation and their
proportionate interests therein immediately after the merger or consolidation are substantially
identical to the shareholders of Intervoice and their proportionate interests therein immediately
prior to the merger or consolidation) (collectively, a “Corporate Change Merger”); (iii) the sale
of all or substantially all of the assets of Intervoice; or (iv) the occurrence of a Change in
Control. A “Change in Control” shall be deemed to have occurred if (i) individuals who were
directors of Intervoice immediately prior to a Control Transaction shall cease, within 18 months of
such Control Transaction, to constitute a majority of the Board of Directors of Intervoice (or of
the Board of Directors of any successor to Intervoice or to a company which has acquired all or
substantially all its assets) other than by reason of an increase in the size of the membership of
the applicable Board that is approved by at least a majority of the individuals who were directors
of Intervoice immediately prior to such Control Transaction or (ii) any entity, person, or Group
acquires shares of Intervoice in a transaction or series of transactions that result in such
entity, person, or Group directly or indirectly owning beneficially 50% or more of the outstanding
shares of Common Stock. As used herein, “Control Transaction” means (i) any tender offer for or
acquisition of capital stock of Intervoice pursuant to which any person, entity, or Group directly
or indirectly acquires beneficial ownership of 20% or more of the outstanding shares of Common
Stock; (ii) any Corporate 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 power sufficient 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 the Securities Exchange Act of 1934, as amended.



     (f) “Confidential Information” means, without limitation, all documents or information, in
whatever form or medium, concerning or evidencing sales; costs; pricing; strategies; forecasts and
long range plans; financial and tax information; personnel information; business, marketing, and
operational 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 than
as a result of any breach of this Agreement or other unauthorized disclosure.



     (g) “Employment Termination Date” means the effective date of termination of the Executive’s
employment as established under Paragraph 6(f).



     (h) “Inability to Perform” means and shall be deemed to have occurred if the Executive has
been determined under Intervoice’s long-term disability plan to be eligible for long-term
disability benefits. In the absence of the Executive’s participation in such plan, “Inability to
Perform” means a finding by the Board that the Executive is, despite any reasonable accommodation
required by law, unable to perform the essential functions of the Executive’s position because of
an illness or injury for (i) 60% or more of



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the normal working days during six consecutive calendar months or (ii) 40% or more of the
normal working days during 12 consecutive calendar months.




     (i) “Noncompetition Area” means the following geographic areas: (i) any foreign country in
which Intervoice has sold or installed its products or systems or has definitive plans to sell or
install its products at any time prior to or at the time of the Employment Termination Date; and
(ii) the United States of America.



     (j) “Restricted Activities Period” means the 12-month period following the end of the
Executive’s employment for any reason except that with respect to Paragraph 9(b), the term
“Restricted Activities Period” means the 24-month period following the end of the Executive’s
employment for any reason; provided, however, that in the event of a breach by the Executive of any
duties owed by the Executive during the Restricted Activities Period, then the length of the
Restricted Activities Period shall be extended in an amount of time equal to the length of time in
which the Executive’s breach has occurred.



     (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 while
employed by Intervoice and/or any of its Affiliates, that relate in any manner whatsoever to the
business, existing or proposed, of Intervoice and/or any of its Affiliates, or any other business
or research or development effort in which Intervoice and/or any of its Affiliates engages during
the 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 effective
date of this Agreement.


2. Employment. Intervoice agrees to continue to employ the Executive, and the Executive
agrees [to continue to] be employed, for the period set forth in Paragraph 3, in the position and
with the duties and responsibilities set forth in Paragraph 4, and upon the other terms and
conditions set out in this Agreement.



3. Term.




     (a) Initial Term and Automatic Extension. The Executive’s employment as provided in
Paragraph 2 shall be for an initial term of two years, commencing on the Effective Date (the
“Employment Term”), unless sooner terminated as provided in this Agreement. Subject to earlier
termination as provided in this Agreement, the initial term of this Agreement shall be
automatically extended for one additional year unless either the Executive or Intervoice gives
written notice to the other three months or more prior to the end of the second year of the initial
term. In the event of such an automatic extension, the additional year shall also be part of the
Employment Term.



     (b) Automatic Extension Following Corporate Change. In the event that a Corporate
Change occurs and that upon the effective date of the Corporate Change, the



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Executive has less than one year remaining in the Employment Term, the Employment Term shall
be automatically extended to be effective through the date that is one year following the effective
date of the Corporate Change; provided, however, that this provision shall not be applied in
conjunction with the automatic renewal provision set out in Paragraph 3(a) in a way that causes the
Employment Term to extend for greater than one year following the effective date of the Corporate
Change. Any period extended pursuant to this Paragraph 3(b) shall also be a part of the Employment
Term.




     (c) Expiration of Employment Term. The Executive’s employment will end upon the
expiration of the Employment Term. The ending of the Executive’s employment as a result of the
expiration of the Employment Term shall not constitute a termination of employment by either party
under this Agreement or invoke any of the obligations of Intervoice that 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 Senior Vice President Insert
Title of Intervoice. In such capacity, the Executive shall report directly to the Company’s Chief
Insert Title Officer and, subject to the authority of the Company’s Chief Executive Officer and
Board of Directors, shall have such powers, functions, duties, and responsibilities as may from
time to time be prescribed by the Company’s Chief Insert Title Officer and/or Board of Directors,
provided that such powers, functions, duties, and responsibilities are reasonable and customary for
a person serving in the same or similar capacity of an enterprise comparable to Intervoice.



     (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill,
and attention and best efforts to the business and affairs of Intervoice to the extent necessary to
discharge fully, faithfully, and efficiently the duties and responsibilities delegated and assigned
to the Executive in or pursuant to this Agreement, except for usual, ordinary, and customary
periods of vacation, and absence due to illness or other disability.



     (c) In connection with the Executive’s employment by Intervoice under this Agreement, the
Executive shall be based at the principal executive offices of Intervoice in Dallas, Texas, or with
CEO approval at any other place where the principal executive offices of Intervoice may be located
during the Employment Term. The Executive also will engage in such travel as the performance of
the Executive’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 any
capacity during the Employment Term shall be deemed to be services required by this Agreement and
the consideration for such services is that provided for in this Agreement.



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     (e) The Executive hereby acknowledges having read and becoming familiar with Intervoice’s
Business Ethics Policy and Code of Conduct and being in full compliance with all of the provisions
thereof, and commits to continue to comply with all such provisions, and any amendments thereto,
during the Employment Term.



5. Compensation and Related Matters.




     (a) Base Salary. During the Employment Term, Intervoice shall pay to the Executive
for the Executive’s services under this Agreement an annual base salary (“Base Salary”). The Base
Salary on the effective date of this Agreement shall be at least Insert Salary. The Base Salary is
subject to adjustment at the discretion of the Board, but in no event shall Intervoice pay the
Executive a Base Salary less than that set forth above. The Base Salary shall be payable in
installments in accordance with the general payroll practices of Intervoice, or as otherwise
mutually agreed upon.



     (b) Annual Incentives. During the Employment Term, the Executive will participate in
Intervoice’s annual incentive bonus program(s) applicable to the Executive’s position, as may be
adopted by Intervoice from time to time and in accordance with the terms of such program(s). The
parties agree that the provisions of this Paragraph 5(b) are exclusive and supersede the terms of
any other agreement or provision relating to annual incentive compensation to be provided to the
Executive by Intervoice.



     (c) Long-term Incentives. During the Employment Term, the Executive will participate
in Intervoice’s long-term incentive plan(s) applicable to the Executive’s position, in accordance
with the terms of such plan(s).



     (d) Employee Benefits. During the Employment Term, the Executive shall be entitled to
participate in all employee benefit plans, programs, and arrangements that are generally made
available by Intervoice to its senior executives, including without limitation Intervoice’s life
insurance, long-term disability, and health plans. The Executive agrees to cooperate and
participate in any medical or physical examinations as may be required by any insurance company or
plan administrator in connection with the applications for such life, disability, and health
insurance policies or plans.



     (e) Expenses. The Executive shall be entitled to receive reimbursement for all
reasonable expenses incurred by the Executive in performing the Executive’s duties and
responsibilities under this Agreement, consistent with Intervoice’s policies or practices for
reimbursement of expenses incurred by Intervoice senior executives.



     (f) Vacations and Other Time Off. During the Employment Term, the Executive shall be
eligible for vacation, sick time, and other paid and unpaid time off in accordance with the
policies and practices of Intervoice. The Executive agrees to use allotted vacation and other paid
time off at such times that are (i) consistent with the proper performance of the Executive’s
duties and responsibilities and (ii) mutually convenient for Intervoice and the Executive.



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6. Termination of Employment.




     (a) Death. The Executive’s employment shall terminate automatically upon the
Executive’s death.



     (b) Inability to Perform. Intervoice may terminate the Executive’s employment for
Inability to Perform.



     (c) Termination by Intervoice for Cause. Intervoice may terminate the Executive’s
employment for Cause by providing the Executive with a Notice of Termination as set out in
Paragraph 6(e). To exercise its right to terminate the Executive’s employment pursuant to
provisions (vi) or (vii) of the definition of Cause, however, Intervoice must first provide the
Executive with 30 days’ time to correct the circumstances or events that Intervoice contends give
rise to the existence of Cause under those provisions.



     (d) Termination by Executive; Termination by Intervoice Without Cause. Either
Intervoice or the Executive, as applicable, may terminate the Executive’s employment without Cause
upon at least 30 days’ prior written notice to the other party.



     (e) Notice of Termination. Any termination of the Executive’s employment by
Intervoice or by the Executive (other than a termination pursuant to Paragraph 6(a)) shall be
communicated 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 of
a termination for Inability to Perform or Cause set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s employment under the
provision invoked; and (iii) if the termination is by the Executive under Paragraph 6(d), or by
Intervoice for any reason, specify the Employment Termination Date. The failure by Intervoice or
the Executive to set forth in the Notice of Termination any fact or circumstance that contributes
to a showing of Inability to Perform, or Cause, shall not waive any right of Intervoice or preclude
Intervoice from asserting such fact or circumstance in enforcing or defending its rights.



     (f) Employment Termination Date. The Employment Termination Date shall be as follows:
(i) if the Executive’s employment is terminated by the Executive’s death, the date of death; (ii)
if the Executive’s employment is terminated by Intervoice because of the Executive’s Inability to
Perform or for Cause, the date specified in the Notice of Termination, which date shall be no
earlier than the date such notice is given; or (iii) if the termination is under Paragraph 6(d),
the date specified in the Notice of Termination, which date shall be no earlier than three months
after the date such notice is given; provided, however, that in the event the Executive provides a
Notice of Termination under Paragraph 6(d), Intervoice may accelerate the Employment Termination
Date or place the Executive on leave by so notifying the Executive and paying the Executive the
compensation the Executive would otherwise have received by working through the



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otherwise applicable Employment Termination Date, and such acceleration or placement on leave
shall not be considered a termination of employment by Intervoice.




     (g) Deemed Resignation. In the event of termination of the Executive’s employment,
the Executive agrees that if at such time the Executive is a member of the Board or is an officer
of Intervoice or a director or officer of any of its Affiliates, the Executive shall be deemed to
have resigned from such position(s) effective on the Employment Termination Date, unless the Board
notifies the Executive prior to the Employment Termination Date of the Board’s desire that the
Executive remain a member of the Board, in which case the Executive shall not be deemed to have
resigned the Executive’s position as a member of the Board merely by virtue of the termination of
the Executive’s employment.



7. Compensation Upon Termination of Employment.




     (a) Death. If the Executive’s employment is terminated by reason of the Executive’s
death, Intervoice shall pay to such person as the Executive shall designate in a written notice to
Intervoice (or, if no such person is designated, to the Executive’s estate) any unpaid portion of
the Executive’s Base Salary accrued through the Employment Termination Date.



     (b) Inability to Perform. If the Executive’s employment is terminated by reason of
the Executive’s Inability to Perform, Intervoice shall pay to the Executive any unpaid portion of
the Executive’s Base Salary accrued through the Employment Termination Date.



     (c) Termination by the Executive. If the Executive’s employment is terminated by the
Executive pursuant to and in compliance with Paragraph 6(d), Intervoice shall pay to the Executive
any unpaid portion of the Executive’s Base Salary accrued through the Employment Termination Date.



     (d) Termination for Cause. If the Executive’s employment is terminated by Intervoice
for Cause, Intervoice shall pay to the Executive any unpaid portion of the Executive’s Base Salary
accrued through the Employment Termination Date.



     (e) Termination Without Cause.



          (i) If the Executive’s employment is terminated by Intervoice for any reason other than death,
Inability to Perform, or Cause, Intervoice will continue to pay to the Executive, at the time and
in the manner provided in Paragraph 7(e)(ii), the Executive’s Base Salary for 12 months from the
Employment Termination Date if, within 45 days after the Employment Termination Date, the Executive
has signed a general release agreement in a form acceptable to Intervoice and the Executive does
not thereafter revoke such an agreement, if permitted by law to do so; provided, however, that
Intervoice’s obligation under this Paragraph 7(e) is limited as follows:




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               (A) If, in the reasonable judgment of Intervoice, the Executive engages in any conduct that
violates Paragraph 8 or engages in any of the Restricted Activities described in Paragraph 9,
Intervoice’s obligation to make payments to the Executive under this Paragraph 7(e), if any such
obligation remains, shall end as of the date Intervoice so notifies the Executive in writing; and



               (B) if the Executive is arrested or indicted for any felony, other criminal offense punishable
by imprisonment or jail term of one year or more, or any violation of federal or state securities
laws, or has any civil enforcement action brought against the Executive by any regulatory agency,
for actions or omissions related to the Executive’s employment with Intervoice or any of its
Affiliates, or if Intervoice reasonably believes that the Executive has committed any act or
omission that would have entitled Intervoice to terminate the Executive’s employment for Cause,
whether such act or omission was committed during the Executive’s employment with Intervoice or any
of its Affiliates or thereafter, Intervoice may suspend any payments remaining under this Paragraph
7(e) until the final resolution of such criminal or civil proceedings or until such earlier date on
which the Board has made a final determination as to whether the Executive committed such an act or
omission. If the Executive is found guilty or enters into a plea agreement, consent decree, or
similar arrangement with respect to any such criminal or civil proceedings, or if the Board
determines that the Executive has committed such an act 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 the Executive pursuant to this Paragraph 7(e) within
30 days after a written request to do so by Intervoice. If any such criminal or civil proceedings
do not result in a finding of guilt or the entry of a plea agreement or consent decree or similar
arrangement, or the Board determines that the Executive has not committed such an act or omission,
Intervoice shall pay to the Executive any payments that it has suspended, with interest on such
suspended payments at its cost of funds, and shall make any remaining payments due under this
Paragraph 7(e).



          (ii) The Base Salary payments provided for under this Paragraph 7(e) shall be paid at the time
and in the manner such Base Salary would have been paid had there been no termination of employment
unless such payments may not be begun before 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) as
provided in Section 409A(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) in
order to meet the requirements of Section 409A of the Code, as determined by Intervoice in its sole
judgment, in which case the sum of the payments that otherwise would have been made during such
six-month period shall be paid in a single lump-sum payment as soon as administratively practicable
following 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 under
this Paragraph 7(e) shall be paid at the time and in the manner such Base Salary would have been
paid had there been no termination of employment.




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     (f) Health Plan. If the Executive’s employment with Intervoice or any Affiliate of
Intervoice ends on account of a termination by Intervoice for any reason other than death or for
Cause and if the Executive signs and does not revoke the general release agreement referred to in
Paragraph 7(e)(i), the Executive will receive, in addition to any other payments due under this
Agreement, the following benefit: if, at the time the Executive’s employment ends, the Executive
participates in one or more health plans offered by Intervoice and the Executive is eligible for
and elects to receive continued coverage under such plan(s) in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any successor law, Intervoice will reimburse
the Executive during the 12-month period following the Employment 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 the Executive for such continued health plan benefits
and the total monthly amount of the premiums charged to active senior executives of Intervoice for
the same health plan coverage. Provided, however, that Intervoice’s reimbursement obligation under
this Paragraph 7(f) shall terminate upon the earlier of (i) the expiration of the time period(s)
described above, or (ii) the date the Executive becomes eligible for health coverage under a
subsequent employer’s plan without being subject to any preexisting-condition exclusion under that
plan, which occurrence the Executive shall promptly report to Intervoice.



     (g) Exclusive Compensation and Benefits. The compensation and benefits described in
this Paragraph 7, along with the associated terms for payment, constitute all of Intervoice’s
obligations to the Executive with respect to the end of the Executive’s employment with Intervoice
and/or its Affiliates. However, nothing in this Agreement is intended to limit any earned, vested
benefits (other than any entitlement to severance or separation pay, if any) that the Executive may
have under the applicable provisions of any benefit plan of Intervoice in which the Executive is
participating at the time of the termination of employment.



     (h) Compliance with Code Section 409A. Any provision of this Agreement to the
contrary notwithstanding, all compensation payable pursuant to this Agreement that is determined by
Intervoice in its sole judgment to be subject to Section 409A of the Code shall be paid in a manner
that Intervoice in its sole judgment determines meets the requirements of Section 409A of the Code
and any related rules, regulations, or other guidance, even if meeting such requirements would
result in a delay in the time of payment of such compensation.



     (i) Payment after the Executive’s Death. In the event of the Executive’s death after
the Executive becomes entitled to a payment or payments pursuant to this Paragraph 7, any remaining
unpaid amounts shall be paid, at the time and in the manner such payments otherwise would have been
paid to the Executive, to such person as the Executive shall designate in a written notice to
Intervoice (or, if no such person is designated, to the Executive’s estate).



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8. Confidential Information.




     (a) The Executive acknowledges and agrees that (i) Intervoice is engaged in a highly
competitive business; (ii) Intervoice has expended considerable time and resources to develop
goodwill with its customers, vendors, and others, and to create, protect, and exploit Confidential
Information; (iii) Intervoice must continue to prevent the dilution of its goodwill and
unauthorized use or disclosure of its Confidential Information to avoid irreparable harm to its
legitimate business interests; (iv) in the voice and data solutions business (including
particularly, but without limitation, the segments of interactive voice response/portal solutions,
messaging solutions, payment solutions, maintenance and related services, and managed services
provided for customers on an outsourced or managed-service-provider basis), the Executive’s
participation in or direction of Intervoice’s day-to-day activities are an integral part of
Intervoice’s continued success and goodwill; (v) given the Executive’s position and
responsibilities, the Executive necessarily will be creating Confidential Information that belongs
to Intervoice and enhances Intervoice’s goodwill, and in carrying out such responsibilities the
Executive in turn will be relying on Intervoice’s goodwill and the disclosure by Intervoice to the
Executive of Confidential Information; (vi) the Executive will have access to Confidential
Information that could be used by any Competitor of Intervoice in a manner that would irreparably
harm Intervoice’s competitive position in the marketplace and dilute its goodwill; and (vii) the
Executive necessarily would use or disclose Confidential Information if the Executive were to
engage in competition with Intervoice.



     (b) Intervoice acknowledges and agrees that the Executive must have and continue to have
throughout the Executive’s employment the benefits and use of its and its Affiliates’ goodwill and
Confidential Information in order to properly carry out the Executive’s responsibilities.
Intervoice accordingly promises to provide the Executive new and additional Confidential
Information beyond any such Confidential Information the Executive may have received previously and
to authorize the Executive 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’s
employment with Intervoice and upon execution and delivery of this Agreement, the Executive (i) has
received, will receive, and will continue to receive new, Confidential Information that is unique,
proprietary, and valuable to Intervoice and/or its Affiliates; (ii) has created, will create, and
will continue to create new, Confidential Information that is unique, proprietary, and valuable to
Intervoice and/or its Affiliates; and (iii) has benefited, will benefit, and will continue to
benefit, including without limitation by way of increased earnings and earning capacity, from the
goodwill Intervoice and its Affiliates have generated and from the Confidential Information.



     (d) Accordingly, the Executive acknowledges and agrees that at all times during the
Executive’s employment by Intervoice and/or any of its Affiliates and thereafter:



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          (i) all Confidential Information shall remain and be the sole and exclusive property of
Intervoice and/or its Affiliates;




          (ii) the Executive will protect and safeguard all Confidential Information;




          (iii) the Executive will hold all Confidential Information in strictest confidence, and will
not, directly or indirectly, 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 extent necessary for the proper performance of the Executive’s responsibilities unless
authorized to do so by Intervoice or compelled to do so by law or valid legal process;




          (iv) if the Executive believes that law or valid legal process compels the Executive’s
disclosure or divulgement of any Confidential Information, the Executive will notify Intervoice in
writing sufficiently in advance of any such disclosure to allow Intervoice the opportunity to
defend, limit, or otherwise protect its interests against such disclosure;




          (v) at the end of the Executive’s employment with Intervoice for any reason or at the request
of Intervoice at any time, the Executive will return to Intervoice all Confidential Information and
all copies thereof, in whatever tangible form or medium, including electronic; and




          (vi) absent the promises and representations of the Executive in this Paragraph 8 and in
Paragraph 9, Intervoice would require the Executive immediately to return any tangible Confidential
Information in the Executive’s 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 additional Confidential Information, and would not enter or have entered into this
Agreement.



9. Noncompetition and Nondisparagement Obligations. In consideration of Intervoice’s
promises to provide the Executive with new and additional Confidential Information and to authorize
the Executive to engage in activities that will create new and additional Confidential Information,
and the other promises and undertakings of Intervoice in this Agreement, the Executive agrees that,
while employed by Intervoice and/or any of its Affiliates and during the Restricted Activities
Period, the Executive shall not engage in any of the following activities, which are the
“Restricted Activities”:




     (a) The Executive 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 future officers, directors, or employees of Intervoice or its Affiliates;



     (b) The Executive will not, whether on the Executive’s own behalf or on behalf of any other
individual, partnership, firm, corporation or business organization, either



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directly or indirectly solicit, induce, persuade, or entice, or endeavor to solicit, induce,
persuade, or entice, any person who is then employed by or otherwise engaged to perform services
for Intervoice or its Affiliates to leave that employment or cease performing those services;




     (c) The Executive will not, whether on the Executive’s 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 a customer, 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 such person’s or entity’s business from Intervoice or any of its Affiliates; and



     (d) The Executive will not associate directly or indirectly, as an employee, officer,
director, agent, partner, stockholder, owner, member, representative, or consultant, with any
Competitor of Intervoice or any of its Affiliates, unless (i) the Executive has advised Intervoice
in writing in advance of the Executive’s desire to undertake such activities and the specific
nature of such activities; (ii) Intervoice has received written assurances (that will be designed,
among other things, to protect Intervoice’s and its Affiliates’ goodwill, Confidential Information,
and other important commercial interests) from the Competitor and the Executive that are, in
Intervoice’s sole discretion, adequate to protect its interests; (iii) Intervoice, in its sole
discretion, has approved in writing such association; and (iv) the Executive and the Competitor
adhere to such assurances. After the end of the Executive’s employment with Intervoice and any
Affiliate, the restriction set forth in this Paragraph 9(d) extends only to the performance by the
Executive, directly or indirectly, of the same or similar activities the Executive has performed
for Intervoice or any of its Affiliates during the Executive’s employment with Intervoice or any of
Affiliates, whether or not under this Agreement, or such other activities that by their nature are
likely to lead to the disclosure of Confidential Information, and that takes place anywhere in, or
is directed at any part of, the Noncompetition Area. The Executive shall not be in violation of
this Paragraph 9(d) solely as a result of the Executive’s investment in stock or other securities
of a Competitor or any of its Affiliates listed on a national securities exchange or actively
traded in the over-the-counter market if the Executive and the members of the Executive’s immediate
family do not, directly or indirectly, hold more than a total of one percent of all such shares of
stock or other securities issued and outstanding. The Executive acknowledges and agrees that
engaging in the activities restricted by this Paragraph 9(d) would result in the inevitable
disclosure or use of Confidential Information for the Competitor’s benefit or to the detriment of
Intervoice or its Affiliates.



     The Executive acknowledges and agrees that the restrictions contained in this Paragraph 9 are
ancillary to an otherwise enforceable agreement, including without limitation the mutual promises
and undertakings set forth in Paragraph 8; that Intervoice’s promises and undertakings set forth in
Paragraph 8 and the Executive’s position and responsibilities with Intervoice give rise to
Intervoice’s interest in restricting the Executive’s post-employment activities; that such
restrictions are designed to



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enforce the Executive’s promises and undertakings set forth in this Paragraph 9 and the Executive’s
common-law obligations and duties owed to Intervoice and its Affiliates; that the restrictions are
reasonable and necessary, are valid and enforceable under Texas law, and do not impose a greater
restraint than necessary to protect Intervoice’s goodwill, Confidential Information, and other
legitimate business interests; that the Executive will immediately notify Intervoice in writing
should the Executive believe or be advised that the restrictions are not, or likely are not, valid
or enforceable under Texas law or the law of any other state that the Executive contends or is
advised is applicable; and that absent the promises and representations made by the Executive in
this Paragraph 9 and Paragraph 8, Intervoice would require the return of any Confidential
Information in the Executive’s 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 additional Confidential 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, the
Executive 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 during
regular hours of the Executive’s employment or time away from such employment, (ii) the Work
Product was made at the suggestion of Intervoice; or (iii) the Work Product was reduced to drawing,
written description, documentation, models, or other tangible form. Without limiting the
foregoing, the Executive acknowledges that all original works of authorship that are made by the
Executive, solely or jointly with others, within the scope of the Executive’s employment and that
are protectable by copyright are “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 hereby
assign, transfer, and set over to Intervoice, all of the Executive’s right, title, and interest in
and to all Work Product, without the necessity of any further compensation, and agrees that
Intervoice is entitled to obtain and hold in its own name all patents, copyrights, and other rights
in respect of all Work Product. The Executive agrees to (i) cooperate with Intervoice during and
after the Executive’s employment with Intervoice in obtaining patents or copyrights or other
intellectual-property protection for all Work Product; (ii) execute, acknowledge, seal, and deliver
all documents tendered by Intervoice to evidence its ownership thereof throughout the world; and
(iii) cooperate with Intervoice in obtaining, defending, and enforcing its rights therein.



     (c) The Executive represents that there are no other contracts to assign inventions or other
intellectual property that are now in existence between the Executive and any other person or
entity except Intervoice. The Executive further represents that the Executive has no other
employment or undertakings that might restrict or impair the



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Executive’s performance of this Agreement. The Executive will not in connection with the
Executive’s employment by Intervoice, use or disclose to Intervoice any confidential, trade secret,
or other proprietary information of any previous employer or other person that the Executive is not
lawfully entitled to disclose.



11. Reformation. If the provisions of Paragraphs 8, 9, or 10 are ever deemed by a court to
exceed the limitations permitted by applicable law, the Executive and Intervoice agree that such
provisions shall be, and are, automatically reformed to the maximum limitations permitted by such
law.



12. Assistance in Litigation. During the Employment Term and thereafter, the Executive
shall, upon reasonable notice, furnish such information and proper assistance to Intervoice or any
of its Affiliates as may reasonably be required by Intervoice in connection with any litigation in
which Intervoice or any of its Affiliates is, or may become, a party. This obligation includes the
Executive’s promptly meeting with counsel for Intervoice or any of its Affiliates at reasonable
times upon their request, and providing testimony in court, before an arbitrator or other convening
authority, or upon deposition that is truthful, accurate, and complete, according to information
known to the Executive. Intervoice shall reimburse the Executive for all reasonable out-of-pocket
expenses incurred by the Executive in rendering such assistance.



13. No Obligation to Pay. With regard to any payment due to the Executive under this
Agreement, it shall not be a breach of any provision of this Agreement for Intervoice to fail to
make such payment (or any portion thereof) to the Executive if (i) Intervoice is legally prohibited
from making the payment (or any portion thereof); (ii) Intervoice would be legally entitled to
recover the payment (or any portion thereof) if it was made; or (iii) the Executive would be
legally obligated to repay the payment (or any portion thereof) if it was made.



14. Withholding Taxes. Intervoice shall withhold from any payments to be made to the
Executive pursuant to this Agreement such amounts (including Social Security and Medicare
contributions and federal income taxes) as shall be required by federal, state, and local
withholding tax laws.



15. Notices. All notices, requests, demands, and other communications required or
permitted to be given or made by either party shall be in writing and shall be deemed to have been
duly 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 party
for which intended at the following addresses (or at such other addresses as shall be specified by
the parties by like notice, except that notices of change of address shall be effective only upon
receipt):




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          (i) If to Intervoice, at:



Intervoice, Inc.

Attn: General Counsel

17811 Waterview Parkway

Dallas, TX 75252




          (ii) If to the Executive, at the Executive’s then-current home address on file with
Intervoice.



16. Injunctive Relief. The Executive acknowledges and agrees that Intervoice would not
have an adequate remedy at law and would be irreparably harmed in the event that any of the
provisions of Paragraphs 8, 9, and 10 were not performed in accordance with their specific terms or
were otherwise breached. Accordingly, the Executive agrees that Intervoice shall be entitled to
equitable relief, including preliminary and permanent injunctions and specific performance, in the
event the Executive breaches or threatens to breach any of the provisions of such Paragraphs,
without the necessity of posting any bond or proving special damages or irreparable injury. Such
remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of this
Agreement by the Executive, but shall be in addition to all other remedies available to Intervoice
at law or in equity.



17. Mitigation. The Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of
any payment provided for in this Agreement be reduced by any compensation earned by the Executive
as the result of employment by another employer after the date of termination of the Executive’s
employment with Intervoice, or otherwise.



18. Binding Effect; No Assignment by the Executive; No Third Party Benefit. This Agreement
shall be binding upon and inure to the benefit of the parties and their respective heirs, legal
representatives, successors, and assigns; provided, however, that the Executive shall not assign or
otherwise transfer this Agreement or any of the Executive’s rights or obligations under this
Agreement. Intervoice is authorized to assign or otherwise transfer this Agreement or any of its
rights or obligations under this Agreement to an Affiliate of Intervoice. The Executive shall not
have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any payments or
other benefits provided under this Agreement; and no benefits payable under this Agreement shall be
assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of
law, except by will or pursuant to the laws of descent and distribution. Nothing in this
Agreement, express or implied, is intended to or shall confer upon any person other than the
parties, and their respective heirs, legal representatives, successors, and permitted assigns, any
rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.




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19. Governing Law; Venue. This Agreement and the employment of the Executive shall be
governed by the laws of the State of Texas except for its laws with respect to conflict of laws.
The exclusive forum for any lawsuit arising from or related to the Executive’s employment or this
Agreement shall be a state or federal court in Dallas County, Texas. This provision does not
prevent Intervoice from removing to an appropriate federal court any action brought in state court.
THE EXECUTIVE HEREBY CONSENTS, AND WAIVES ANY NON-JURISDICTIONAL OBJECTIONS, TO REMOVAL TO FEDERAL
COURT BY INTERVOICE OF ANY ACTION BROUGHT AGAINST IT BY THE EXECUTIVE.



20. JURY TRIAL WAIVER. IN THE EVENT THAT ANY DISPUTE ARISING FROM OR RELATED TO THIS
AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT WITH INTERVOICE RESULTS IN A LAWSUIT, BOTH INTERVOICE AND
THE EXECUTIVE MUTUALLY WAIVE ANY RIGHT THEY MAY OTHERWISE HAVE FOR A JURY TO DECIDE THE ISSUES IN
THE LAWSUIT, REGARDLESS OF THE PARTY OR PARTIES ASSERTING CLAIMS IN THE LAWSUIT OR THE NATURE OF
SUCH CLAIMS. INTERVOICE AND THE EXECUTIVE IRREVOCABLY AGREE THAT ALL ISSUES IN SUCH A LAWSUIT
SHALL BE DECIDED BY A JUDGE RATHER THAN A JURY.



21. Entire Agreement. This Agreement contains the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior agreements and understandings,
written and oral, between the parties with respect to the subject matter of this Agreement.
Provided, however, that if the Executive executes or has previously executed any past, current, or
future form of Intervoice’s “Employee Agreement on Ideas, Inventions and Confidential Information,”
(i) said agreement shall continue in full force and effect, and its provisions and obligations
shall always be read, interpreted, and construed cumulatively with, and in no way in limitation or
derogation of, any similar provisions contained in this Agreement, and (ii) any perceived conflict
between the terms of said agreement and this Agreement shall be resolved in favor of the terms of
this Agreement.



22. Modification; Waiver. No person, other than pursuant to a resolution duly adopted by
the Board, shall have authority on behalf of Intervoice to agree to modify, amend, or waive any
provision of this Agreement. Further, this Agreement may not be changed orally, but only by a
written agreement signed by the party against whom any waiver, change, amendment, modification or
discharge is sought to be enforced. The Executive acknowledges and agrees that no breach by
Intervoice of this Agreement or failure to enforce or insist on its rights under this Agreement
shall constitute a waiver or abandonment of any such rights or defense to enforcement of such
rights.



23. Construction. This Agreement is to be construed as a whole, according to its fair
meaning, and not strictly for or against any of the parties.



24. Severability. If any provision of this Agreement shall be determined by a court to be
invalid or unenforceable, the remaining provisions of this Agreement shall not be




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affected thereby, shall remain in full force and effect, and shall be enforceable to the fullest
extent permitted by applicable law.



25. Counterparts. This Agreement may be executed by the parties in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same agreement.




     IN WITNESS WHEREOF, Intervoice has caused this Agreement to be executed on its behalf by its
duly authorized officer, and the Executive has executed this Agreement, effective as of the date
first set forth above.



	 	 	 	 	 
	INTERVOICE, INC.	 	Insert Name
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	Robert E. Ritchey	 	 
	 
	 	 	 	 
	President and Chief Executive Officer	 	 






Employment Agreement — Page 17