Exhibit 10.4


 


SECOND AMENDMENT
TO


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This Second Amendment to Amended
and Restated Employment Agreement (“Second  Amendment”) is entered into as of February 17, 2006 by and among
SOURCECORP, Inc., a Delaware
corporation with its principal office located at 3232 McKinney Avenue, Suite 1000,
Dallas, TX 75204 (“SOURCECORP”), SOURCECORP Management, L. P., a Texas limited partnership
and indirect wholly-owned subsidiary of SOURCECORP (collectively, the “Company”)
and Stephen W. Davis (“Employee”).


 


RECITALS


 


A.                                   The
Company and Employee have previously entered into that certain Amended and
Restated Employment Agreement on or about May 6, 2005 and effective as of January 1,
2005 (“Agreement”) pursuant to which Employee is employed by the Company.


 


B.                                     The
Company and Employee have previously amended the Agreement by entering into
that certain Amendment to Amended and Restated Employment Agreement on December 7,
2005 (the “Amendment”).


 


C.                                     The
Company and Employee now wish to further amend the Agreement to help ensure
compliance with Section 409A of the Internal Revenue Code of 1986, as
amended.


 


Therefore, in
consideration of the mutual promises, terms, covenants and conditions set forth
herein and the performance of each, it is hereby agreed as follows:


 


1.                                       Amendment. The Company and Employee
hereby agree to amend the Agreement to include the following new Section 17.


 


17.         Section 409A.


 


(a)          Notwithstanding any provision of this Employment Agreement to the
contrary, if Executive is a “specified employee” as defined under Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986, as amended or any
regulations or Treasury guidance promulgated thereunder, Executive shall not be entitled to any
payments or benefits upon a separation of his service until the earlier of (i) the
date which is six months after his separation of service for any reason other
than death or (ii) the date of his death. The provisions of this Section 17
shall only apply if required to comply with Section 409A.


 


(b)         If any provision of this Employment
Agreement (or of any award of compensation, including equity compensation or
benefits) would cause Executive to incur any additional tax or interest under Section 409A,
the Company shall, after promptly consulting with and receiving the approval of
Executive (which shall not be unreasonably withheld), reform such
provision; provided that the Company agrees (both in the application of
this subsection (b) and the above subsection (a)) to maintain,
to the maximum extent practicable, the original intent and economic benefit to
Executive of the applicable provision without violating the provisions of Section 409A.


 


(c)          The Section 17 shall survive any
termination of this Agreement.


 


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2.                                       Defined Terms. Except as otherwise
expressly provided herein, any capitalized term used in this Second Amendment that
is not defined herein will have the meaning ascribed to such term in the Agreement.


 


3.                                       No Other Amendment. Except as otherwise
expressly provided in this Second Amendment, all terms, conditions and provisions
of the Amendment and the Agreement will remain in full force and effect.


 


4.                                       Governing
Law. This Second Amendment shall in all respects be construed according
to the laws of the State of Delaware.


 


5.                                       Entire
Agreement. This Second Amendment, together with the Amendment and the
Agreement, set forth the entire agreement and understanding of the parties
relating to the subject matter herein. No modification of or amendment to this Second
Amendment, nor any waiver of any rights under this Second Amendment, shall be
effective unless given in a writing signed by the party to be charged.


 


6.                                       Counterparts.
This Second Amendment may be executed originally or by facsimile signature,
in multiple counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.


 


IN WITNESS WHEREOF, the parties
have entered into this Second Amendment as of the date first written above.


 


	
  SOURCECORP , Incorporated

  	
   

  	
  SOURCECORP
  Management, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ed H. Bowman, Jr.

  	
   

  	
  By:

  	
  SRCP Management, Inc.

  
	
   

  	
  Name: Ed H. Bowman, Jr.

  	
   

  	
  General Partner

  
	
   

  	
  Title: President and
  CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Thomas C. Walker

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas C. Walker

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Stephen W. Davis

  	
   

  	
   

  	
   

  
	
  Stephen W. Davis

  	
   

  	
   

  



 


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