Exhibit 10.5


 


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 24, 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 David Delgado (“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/ David Delgado

  	
   

  	
   

  	
   

  
	
  David Delgado

  	
   

  	
   

  



 


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