Exhibit 10.2


 


AMENDMENT TO


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This Amendment to Amended and Restated Employment Agreement
(“Amendment”) is entered into as of December
7, 2005 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 Thomas C. Walker (“Employee”).


 


RECITALS


 


A.            The
Company and Employee have previously entered into that certain Amended and
Restated Employment Agreement on or about May 9, 2005 and effective as of
January 1, 2005 (“Agreement”) pursuant to which Employee is employed by the Company.


 


B.            The
original Term (as defined in the Agreement) of the Agreement is for an initial
period through December 31, 2006 with an automatic extension feature, and the Company
and Employee now wish, for clarity, to extend the initial period of the Term of
the Agreement through December 31, 2007, and maintain the automatic extension
feature unchanged.


 


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 as follows:


 


The first clause of the first sentence of Section 5 of
the Agreement, which currently reads as follows:


 


“The term of this Agreement shall begin on the date
hereof and continue through December 31, 2006;”


 


is hereby replaced with the following clause:


 


“The term of this Agreement shall begin effective
January 1, 2005 and continue through December 31, 2007;”


 


and the remainder of such sentence and Section shall
remain unchanged.


 


2.                                       Defined Terms.  Except as otherwise expressly provided herein,
any capitalized term used in this 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 Amendment, all terms, conditions and provisions of the Agreement will remain
in full force and effect.


 


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


 


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5.                                       Entire
Agreement.  This Amendment,
together with 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 Amendment,
nor any waiver of any rights under this Amendment, shall be effective unless
given in a writing signed by the party to be charged.


 


6.                                       Counterparts.  This 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
Amendment as of the date first written above.


 


	
  SOURCECORP , Incorporated

  	
  SOURCECORP
  Management, L.P.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Donald F. Moorehead, Jr.

  	
   

  	
  By:

  	
  SRCP Management, Inc.

  
	
   

  	
  Name: Donald F. Moorehead, Jr.

  	
   

  	
   

  	
  General Partner

  
	
   

  	
  Title:  
  Authorized Signatory

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Donald F. Moorehead, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Donald F. Moorehead, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
      Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Thomas C. Walker

  	
   

  	
   

  	
   

  
										



 


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