exv10w2







Exhibit 10.2




FIRST AMENDMENT

TO

EMPLOYMENT AGREEMENT




     This First Amendment to Employment Agreement (“Amendment”) is effective August 20, 2008, and
serves to modify only those certain terms of the Employment Agreement (“Agreement”) dated and
effective May 8, 2006, between Intervoice, Inc. (“Intervoice”) and                                          (the
“Executive”), as stated herein.



     1. Paragraph 1(e) of the Agreement is amended to add the following sentence to the end
thereof:




Notwithstanding the foregoing, a “Corporate Change” will not occur unless the event described
in (i), (ii), (iii) or (iv) above also constitutes a change in the ownership or effective
control of Intervoice or a change in the ownership of a substantial portion of the assets of
Intervoice, as determined in accordance with Treasury Regulation Section 1.409A-3(i)(5).



     2. The Agreement is amended to add the following as Paragraph 1(l):




     (l) “Code” means the Internal Revenue Code of 1986, as amended.



     3. Paragraph 7(a) of the Agreement is amended to add the following sentence to the end
thereof:




Any amounts due under this Paragraph 7(a) shall be paid within 60 days following the
Employment Termination Date.



     4. Paragraph 7(e)(i) of the Agreement prior to subparagraph 7(e)(i)(A) is amended by
restatement in its entirety to read as follows:




          (i) If the Executive’s employment is terminated by Intervoice for any reason other than
death, Inability to Perform, or Cause, or is terminated by the Executive for Good Reason, and
in any such event the termination constitutes a “separation from service” (as defined by
Intervoice in accordance with Section 409A of the Code and the regulations and other guidance
thereunder), Intervoice will pay to the Executive, at the time and in the manner provided in
Paragraph 7(e)(ii), 18 months’ Base Salary; provided, however, that Intervoice’s obligation
under this Paragraph 7(e) is limited as follows:



     5. Paragraph 7(e)(i)(B) is hereby amended by restatement in its entirety and a new Paragraph
7(e)(i)(C) is hereby added to read as follows:



 









 






               (B) If the Executive is found guilty or enters into a plea agreement, consent decree, or
similar arrangement with respect to any felony criminal offense or any violation of federal
or state securities laws, or has any civil enforcement action brought against him by any
regulatory agency, for actions or omissions related to his 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 his employment for Cause,
whether such act or omission was committed during his employment with Intervoice or any of
its Affiliates or thereafter, (1) Intervoice’s obligation to make payments to the Executive
under this Paragraph 7(e) shall immediately end, and (2) the Executive shall repay to
Intervoice any amounts paid to him pursuant to this Paragraph 7(e) within 30 days after a
written request to do so by Intervoice; and




               (C) Intervoice may delay any payment to the Executive under this Paragraph 7(e) if
Intervoice reasonably anticipates that the making of the payment will violate federal
securities laws or other applicable law; provided that the payment is made at the earliest
date at which Intervoice reasonably anticipates that the making of the payment will not cause
such violation and, provided further, that Intervoice treats all payments to similarly
situated individuals on a reasonably consistent basis. For purposes of this subparagraph,
the making of a payment that would cause inclusion in gross income or the application of any
penalty provision or other provision of the Code is not treated as a violation of applicable
law.



     6. Paragraph 7(e)(ii) of the Agreement is hereby amended by restatement in its entirety to
read as follows:




          (ii) The 18 months’ Base Salary payments provided for under this Paragraph 7(e) shall be
paid in 36 equal semi-monthly installments, payable on the 15th and last day of each calendar
month beginning with the first such date following the Employment Termination Date; provided
however, that Intervoice’s obligation to make such payments to the Executive under this
Paragraph 7(e) shall immediately end unless within 60 days after the Employment Termination
Date, the Executive signs a general release agreement in a form acceptable to Intervoice and
does not revoke such agreement.



     7. Paragraph 7(f)(i) of the Agreement is amended by restatement in its entirety to read as
follows:




          (i) If, within the 18-month period following a Corporate Change, the Executive’s
employment with Intervoice or an Affiliate or successor of Intervoice is terminated by the
employer for any reason other than death, Inability to Perform, or Cause, or is terminated by
the



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Executive for Good Reason, and in any such event the termination constitutes a “separation
from service” (as defined by Intervoice in accordance with Section 409A of the Code and the
regulations and other guidance thereunder), the Executive will be paid, in lieu of any
payment under Paragraph 7(e), a lump-sum amount equivalent to 2.00 times the sum of the
Executive’s then-current Base Salary and the amount of annual incentive bonus(es) the
Executive received for the last completed fiscal year of Intervoice under any program
described in Paragraph 5(b). The payment provided for in this Paragraph 7(f)(i) shall be
made as soon as administratively practicable, but in no event later than 30 days following
the Employment Termination Date.



     8. The third sentence of Paragraph 7(f)(ii) is hereby deleted in its entirety and the last
sentence of Paragraph 7(f)(ii) is hereby amended by restatement in its entirety to read as follows:




The Gross-Up Payment will be paid to the Executive as soon as administratively practicable,
but in no event later than 30 days following the date the Executive remits the excise tax
imposed by Section 4999 of the Code.



     9. Paragraph 7(g) of the Agreement is amended to add the following sentence to the end
thereof:



     Such reimbursements shall be made on a monthly basis.



     10. Paragraph 7(i) of the Agreement is amended by restatement in its entirety to read as
follows:




     (i) 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. If Intervoice
determines that the Executive is a “specified employee” (as defined by Intervoice in
accordance with Section 409A of the Code and the regulations and other guidance thereunder)
on the date of the Executive’s “separation from service” (as defined by Intervoice in
accordance with Section 409A of the Code and the regulations and other guidance thereunder),
then, notwithstanding any provision of this Agreement to the contrary, no payment of
compensation under this Agreement that is subject to Section 409A of the Code shall be made
to the Executive during the period lasting six months from the date of the Executive’s
separation from service unless Intervoice determines that there is no reasonable basis for
believing that making such payment



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would cause the Executive to suffer adverse tax consequences pursuant to Section 409A of the
Code and the regulations and other guidance thereunder. If any payment to the Executive is
delayed pursuant to the foregoing sentence, such amount instead shall be paid on the earliest
date that payment can be made to the Executive under Section 409A of the Code and the
regulations and other guidance thereunder. For purposes of Section 409A of the Code, each
payment or benefit due under this Agreement shall be considered a separate payment, and the
Executive’s entitlement to a series of payments or benefits under this Agreement is to be
treated as an entitlement to a series of separate payments.



     11. Paragraph 12(a) of the Agreement is amended by restatement in its entirety to read as
follows:




     (a) Indemnification against Claims. Intervoice shall indemnify the Executive
from and against expenses (including attorney’s fees), amounts paid in settlement, judgments,
or fines incurred by the Executive in connection with any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to
which the Executive is a party or is threatened to be made a party by reason of or arising
out of the performance by the Executive of his position and duties under this Agreement,
provided that the Executive acted in a manner he reasonably believed to be in or not opposed
to the best interests of Intervoice, and with respect to any criminal action or proceeding,
the Executive had no reasonable cause to believe his conduct was unlawful. This Paragraph 12
does not, however, supersede Intervoice’s remedies under Paragraph 7 of this Agreement.



     12. Paragraph 13 of the Agreement is amended by restatement in its entirety to read as
follows:




13. Assistance in Litigation. During the Executive’s lifetime, 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. Any such reimbursement shall be made by Intervoice upon or as
soon as practicable following receipt of supporting documentation reasonably satisfactory to
Intervoice (but in any event not later than the close of the Executive’s taxable year
following the taxable year in which the expense
is



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incurred by the Executive). The amount of expenses eligible for reimbursement during the
Executive’s taxable year shall not affect the expenses eligible for reimbursement in any
other taxable year. After the termination of the Executive’s employment, when the time
(excluding any telephone conversations of less than two hours’ duration) required of the
Executive to provide information and assistance in accordance with this Paragraph 13 includes
participation by the Executive on two or more consecutive days (including consecutive
business days, where there are intervening holidays or weekends), Intervoice shall compensate
the Executive on a per diem basis for each such day after the first, at the same daily rate
of pay earned by the Executive as of the Employment Termination Date. Provided, however,
that Intervoice shall provide no compensation, other than as may be required by law to be
paid to a subpoenaed witness, if applicable, for any testimony, whether at trial or other
hearing or upon deposition, given by the Executive.



     13. Except and only as expressly provided herein, all provisions of the Agreement shall remain
unchanged and continue in full force and effect, and are hereby ratified by the parties hereto.



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



	 	 	 	 	 	 	 	 	 	 	 
	INTERVOICE, INC.	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 	 	 






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