**Exhibit 10.1**

 

**FIRST AMENDMENT TO**

**AMENDED ANDRESTATED EMPLOYMENT AGREEMENT**

**(Joe A. Rose)**

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the“Amendment”) by and between *SOURCECORP,*Incorporated, a Delaware corporation and *SOURCECORP*Management, L.P., a Texas limited partnership andindirect wholly owned subsidiary of *SOURCECORP,*Incorporated (collectively, the “Company”), and Joe A. Rose(“Employee”) is made and entered intoeffective as of May 10, 2002.

 

**R E C I T A LS**

 

The following statements are true and correct:

 

This Amendment amends that certain Amended and Restated EmploymentAgreement by and between Employee, *SOURCECORP,*Incorporated, and *SOURCECORP*Management,L.P., dated May 10, 2002 (the“Agreement”).

 

The parties desire to amend the Agreement to clarify and amend the Termprovisions contained therein.

 

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

 

**A G R E E M EN T S**

 

1.    **Amendment to Agreement**.  The parties agree to amend the introductoryparagraph of Section 5 of the Agreement to read in its entirety as follows:

 

5.             Term; Termination; Rights onTermination. The term of thisAgreement shall begin on the date hereof and continue through December 31,2004; however, on each December 31, the term of this Agreement shallautomatically renew for a three-year period (such that upon such renewal, thenew remaining term shall be three years), unless written notice is given on orprior to the December 31st of any year during the term (includingany renewal thereof) that it will not be renewed, and upon such notice, thebalance of the term shall be three (3) years from the January 1stfollowing such notice (the “Term”).  ThisAgreement and Employee’s employment may be terminated in any one of thefollowing ways:

 

2.    **Governing Law**.  This Amendment shall in all respects beconstrued according to the laws of the State of Texas.

 

3.    **Counterparts**.  This Amendment may be executed simultaneously in two (2) or morecounterparts, each of which shall be deemed an original and all of whichtogether shall constitute but one and the same instrument.

 

 

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4.    **Effect of Amendment**.  Except as specifically amended by thisAmendment, all provisions of the Agreement remain in full force and effect inaccordance with their express terms.

 

**[Balance of page intentionally left blank]**

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the day and year first above written.

 
|   |                            |
|--------|---------------------------------|
|   | *SOURCECORP,* INCORPORATED |
|   |                            |
|   | By:                             |   | /s/ Ed H. Bowman, Jr. |
|   | Title:                          |   |
|   |                            |   |
|   |                            |
|   | *SOURCECORP*Management,  L.P.   |
|   |                            |   |
|   |                            |
|   | By: SRCP**Management,  Inc.,    |
|   |                            | General Partner |
|   |                            |   |
|   |                            |
|   |                            | By: |   | /s/ Ed H. Bowman, Jr. |
|   |                            | Title: |
|   |                            |   |
|   |                            |
|   | EMPLOYEE:                       |
|   |                            |   |
|   |                            |
|   |                            | /s/  Joe A. Rose |
|   | JOE  A. ROSE                    |
|        |                                 |  |  |  |  |  |

 

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