exv10w1



 





Exhibit 10.1




INTERVOICE, INC.

2007 STOCK INCENTIVE PLAN




ARTICLE I. ESTABLISHMENT AND PURPOSE




     Section 1.1 Establishment. Intervoice, Inc. (“Intervoice”) hereby establishes the
Intervoice, Inc. 2007 Stock Incentive Plan, as set forth in this document, as an amendment and
restatement of the Intervoice, Inc. 2005 Stock Incentive Plan. The Intervoice, Inc. 2005 Stock
Incentive Plan was established effective July 13, 2005, as an amendment and restatement of the
Intervoice, Inc. 1998 Stock Option Plan, the Intervoice-Brite, Inc. 1999 Stock Option Plan and the
Intervoice, Inc. 2003 Stock Option Plan. Awards granted pursuant to the Intervoice, Inc. 2005
Stock Incentive Plan, the Intervoice, Inc. 1998 Stock Option Plan, the Intervoice-Brite, Inc. 1999
Stock Option Plan or the Intervoice, Inc. 2003 Stock Option Plan shall continue to be governed by
the terms of such plan as in effect at the time of the award and the related award agreement.



     Section 1.2 Purpose. The purposes of the Plan are to attract and retain highly
qualified individuals to perform services for Intervoice and to align the interests of those
individuals with those of the stockholders of Intervoice. Intervoice is committed to creating
long-term stockholder value. Intervoice’s compensation philosophy is based on a belief that
Intervoice can best create stockholder value if employees, directors and certain others providing
services to Intervoice and its Affiliates act and are rewarded as business owners. Intervoice
believes that an equity stake through equity compensation programs effectively aligns service
provider and stockholder interests by motivating and rewarding long-term performance that will
enhance stockholder value.



     Section 1.3
Effectiveness and Term. The Plan shall
become effective on July 11, 2007, provided it is approved by
the stockholders of Intervoice in a manner that complies with
applicable law within 12 months after such date; provided,
however, that no Awards shall be made under this Plan  unless and
until it is approved by the stockholders of Intervoice within such
12-month period. Unless terminated earlier by the Board, this Plan
shall terminate on July 11, 2012.



ARTICLE II. DEFINITIONS




     Section 2.1 “Affiliate” means (a) with respect to Incentive Stock Options, a “parent
corporation” or a “subsidiary corporation” of Intervoice, as those terms are defined in sections
424(e) and (f) of the Code, respectively, and (b) with respect to other Awards, any corporation or
other type of entity in a chain of corporations or other entities, starting with Intervoice, in
which each corporation or other entity has a “controlling interest” in another corporation or
entity in the chain; provided, however, that with respect to the grant of an Option, SAR or other
stock right, “Affiliate” does not include corporations or other entities in the chain below the
corporation or other entity for which the Participant was providing services on the date of grant
of the Option, SAR or other stock right. For purposes of this Section, “controlling interest”
means (A) in the case of a corporation, ownership of stock possessing at least 50% of total
combined voting power of all classes of stock entitled to vote of such corporation or at least 50%
of the total value of shares of all classes of stock of such corporation; (B) in the case of a
partnership, ownership of at least 50% of the profits interest or capital interest of such
partnership; (C) in the case of a sole proprietorship, ownership of the sole proprietorship; or (D)
in the case of a trust or estate, ownership of an actuarial interest (as defined in Treasury
Regulation Section 1.414(c)-2(b)(2)(ii)) of at least 50% of such trust or estate.



     Section 2.2 “Award” means an award granted to a Participant in the form of Options, SARs,
Restricted Stock, Restricted Stock Units, Performance Awards, Stock Awards or Other Incentive
Awards, whether granted singly or in combination.



     Section 2.3 “Award Agreement” means a written agreement between Intervoice and a Participant
that sets forth the terms, conditions, restrictions and limitations applicable to an Award.



     Section 2.4 “Board” means the Board of Directors of Intervoice.



     Section 2.5 “Cash Dividend Right” means a contingent right, granted in tandem with a specific
Restricted Stock Unit Award, to receive an amount in cash equal to the cash distributions made by
Intervoice with respect to a share of Common Stock during the period such Award is outstanding.



     Section 2.6 “Cause” means a finding by the Committee of acts or omissions constituting willful
misconduct or gross negligence in the course of the Participant’s employment or service with the
Company.



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     Section 2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time,
including regulations thereunder and successor provisions and regulations.



     Section 2.8 “Committee” means the Compensation Committee of the Board or such other committee
of the Board as may be designated by the Board to administer the Plan, which committee shall
consist of two or more members of the Board, each of whom is an Outside Director; provided,
however, that with respect to the application of the Plan to Awards made to Outside Directors,
“Committee” means the Board. To the extent that no Committee exists that has the authority to
administer the Plan, the functions of the Committee shall be exercised by the Board. If for any
reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of
the Code, such noncompliance with such requirements shall not affect the validity of Awards,
grants, interpretations or other actions of the Committee.



     Section 2.9 “Common Stock” means the common stock of Intervoice, no par value per share, or
any stock or other securities of Intervoice hereafter issued or issuable in substitution or
exchange for the Common Stock.



     Section 2.10 “Company” means Intervoice and any Affiliate.



     Section 2.11 “Competitor” means any person or entity that carries on business activities in
competition with the activities of Intervoice or any affiliate of Intervoice, including but not
limited to, (a) Avaya, Nortel, Comverse Technology, Huawei, Aspect, Alcatel/Lucent, Cisco Systems,
Syntellect, TuVox, Viecore, Nuance, BBN, and Vocalocity, or, if those corporate names are not
formally correct, the businesses commonly referred to by those names; and (b) the successors to,
assigns of, and Affiliates of the persons or entities described in (a).



     Section 2.12 “Corporate Change” means (a) the dissolution or liquidation of Intervoice; (b) a
reorganization, merger, or consolidation of Intervoice with one or more corporations (other than a
merger or consolidation effecting a reincorporation of Intervoice in another state or any other
merger or consolidation in which the shareholders of the surviving corporation and their
proportionate interests therein immediately after the merger or consolidation are substantially
identical to the shareholders of Intervoice and their proportionate interests therein immediately
prior to the merger or consolidation) (collectively, a “Corporate Change Merger”); (c) the sale of
all or substantially all of the assets of Intervoice; or (d) the occurrence of a Change in Control.
A “Change in Control” shall be deemed to have occurred if (a) individuals who were directors of
Intervoice immediately prior to a Control Transaction shall cease, within 18 months of such Control
Transaction, to constitute a majority of the Board of Directors of Intervoice (or of the Board of
Directors of any successor to Intervoice or to a company which has acquired all or substantially
all its assets) other than by reason of an increase in the size of the membership of the applicable
Board that is approved by at least a majority of the individuals who were directors of Intervoice
immediately prior to such Control Transaction or (b) any entity, person, or Group acquires shares
of Intervoice in a transaction or series of transactions that result in such entity, person, or
Group directly or indirectly owning beneficially 50% or more of the outstanding shares of Common
Stock. As used herein, “Control Transaction” means (a) any tender offer for or acquisition of
capital stock of Intervoice pursuant to which any person, entity, or Group directly or indirectly
acquires beneficial ownership of 20% or more of the outstanding shares of Common Stock; (b) any
Corporate Change Merger of Intervoice; (c) any contested election of directors of Intervoice; or
(d) any combination of the foregoing, any one of which results in a change in voting power
sufficient to elect a majority of the Board of Directors of Intervoice. As used herein, “Group”
means persons who act “in concert” as described in Sections 13(d)(3) and/or 14(d)(2) of the
Exchange Act.



     Section 2.13 “Disability” means a Participant (a) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, (b) is, by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Company, (c) is determined to be disabled in
accordance with a disability insurance program that includes a definition of disability that
complies with clause (a) or (b) of this Section, or (d) is determined to be totally disabled by the
Social Security Administration.



     Section 2.14 “Dividend Unit Right” means a contingent right, granted in tandem with a specific
Restricted Stock Unit Award, to have an additional number of Restricted Stock Units credited to a
Participant in respect of the Award equal to the number of shares of Common Stock that could be
purchased at Fair Market Value with the amount of each cash distribution made by Intervoice with
respect to a share of Common Stock during the period such Award is outstanding.



     Section 2.15 “Effective Date” means the date this Plan becomes effective as provided in
Section 1.3.



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     Section 2.16 “Employee” means an employee of the Company; provided, however, that the term
“Employee” does not include an Outside Director or an individual performing services for the
Company who is treated for tax purposes as an independent contractor at the time of performance of
the services.



     Section 2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     Section 2.18 “Fair Market Value” means (a) if the Common Stock is listed on any established
stock exchange or a national market system, including without limitation Nasdaq Global Select
Market, Nasdaq Global Market and Nasdaq Capital Market, the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system for the date of
the determination (or if there was no quoted price for such date, then for the last preceding
business day on which there was a quoted price), as reported in The Wall Street Journal or such
other source as the Committee deems reliable, (b) if the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the mean between the high bid and
low asked prices for the Common stock for the date of the determination, as reported in The Wall
Street Journal or such other source as the Committee deems reliable, or (c) if the Common Stock is
not reported or quoted by any such organization, (i) with respect to Incentive Stock Options, the
fair market value of the Common Stock as determined in good faith by the Committee within the
meaning of Section 422 of the Code, or (ii) with respect to other Awards, fair market value of the
Common Stock as determined in good faith by the Committee using a “reasonable application of a
reasonable valuation method” within the meaning of Section 409A of the Code and the regulations and
other guidance thereunder.



     Section 2.19 “FAS 123R” means Statement of Financial Accounting Standards No. 123 (revised
2004), “Share-Based Payment,” as promulgated by the Financial Accounting Standards Board.



     Section 2.20 “Fiscal Year” means the 12-month-period beginning each March 1 and ending on the
last day of the following February.



     Section 2.21 “Good Reason” means (a) any demotion of the Participant as evidenced by a
material reduction in the Participant’s responsibilities, duties, compensation or benefits as in
effect immediately prior to the Corporate Change, or (b) if the Company or its successor does not
provide full relocation benefits to the Participant, any permanent relocation of the Participant’s
place of business to a location 50 miles or more from the location prior to the Corporate Change.



     Section 2.22 “Grant Date” means the date an Award is determined to be effective by the
Committee upon the grant of such Award.



     Section 2.23 “Harmful Activity” means directly or indirectly (a) disparaging Intervoice or its
affiliates, any products, services, or operations of Intervoice or its Affiliates, or any of the
former, current, or future officers, directors, or employees of Intervoice or its affiliates; (b)
soliciting, inducing, persuading, or enticing, or endeavoring to solicit, induce, persuade, or
entice, any person who is then employed by or otherwise engaged to perform services for Intervoice
or its affiliates to leave that employment or cease performing those services; (c) soliciting,
inducing, persuading, or enticing, or endeavoring to solicit, induce, persuade, or entice, any
person who is then a customer, supplier, or vendor of Intervoice or any of its affiliates to cease
being a customer, supplier, or vendor of Intervoice or any of its affiliates or to divert all or
any part of such person’s or entity’s business from Intervoice or any of its affiliates; or (d)
associating as an employee, officer, director, agent, partner, stockholder, owner, member,
representative, or consultant, with any Competitor of Intervoice or any of its affiliates.



     Section 2.24 “Incentive Stock Option” means an Option that is intended to meet the
requirements of section 422(b) of the Code.



     Section 2.25 “Intervoice” means Intervoice, Inc., a Texas corporation, or any successor thereto.



     Section 2.26 “NASDAQ” means The NASDAQ Stock Market, Inc.



     Section 2.27 “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.



     Section 2.28 “Option” means an option to purchase shares of Common Stock granted to a
Participant pursuant to Article VII. An Option may be either an Incentive Stock Option or a
Nonqualified Stock Option, as determined by the Committee.



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     Section 2.29 “Other Incentive Award” means an incentive award granted to a Participant
pursuant to Article XII.



     Section 2.30 “Outside Director” means a member of the Board who: (a) meets the independence
requirements of NASDAQ, or if NASDAQ shall cease to be the principal exchange or quotation system
upon which the shares of Common Stock are listed or quoted, then such exchange or quotation system
as Intervoice elects to list or quote its shares of Common Stock and that the Committee designates
as Intervoice’s principal exchange or quotation system, (b) qualifies as an “outside director”
under Section 162(m) of the Code, (c) qualifies as a “non-employee director” of Intervoice under
Rule 16b-3, and (d) satisfies independence criteria under any other applicable laws or regulations
relating to the issuance of shares of Common Stock to Employees.



     Section 2.31 “Participant” means an Employee, Outside Director, or other individual or entity
who performs services for the Company that has been granted an Award; provided, however, that no
Award that may be settled in Common Stock may be issued to a Participant that is not a natural
person.



     Section 2.32 “Performance Award” means an Award granted to a Participant pursuant to Article
XI to receive cash or Common Stock conditioned in whole or in part upon the satisfaction of
specified performance criteria.



     Section 2.33 “Permitted Transferee” shall have the meaning given such term in Section 15.4.



     Section 2.34 “Plan” means the Intervoice, Inc. 2007 Stock Incentive Plan, as in effect from time to time.



     Section 2.35 “Prior Plan” means the Intervoice, Inc. 2005 Stock Incentive Plan, which was
established effective July 13, 2005, as an amendment and restatement of the Intervoice, Inc. 1998
Stock Option Plan, the Intervoice-Brite, Inc. 1999 Stock Option Plan and the Intervoice, Inc. 2003
Stock Option Plan.



     Section 2.36 “Purchased Restricted Stock” shall have the meaning given such term in Section
9.2.



     Section 2.37 “Restricted Period” means the period established by the Committee with respect to
an Award of Restricted Stock or Restricted Stock Units during which the Award remains subject to
forfeiture.



     Section 2.38 “Restricted Stock” means a share of Common Stock granted to a Participant
pursuant to Article IX that is subject to such terms, conditions, and restrictions as may be
determined by the Committee.



     Section 2.39 “Restricted Stock Unit” means a fictional share of Common Stock granted to a
Participant pursuant to Article X that is subject to such terms, conditions, and restrictions as
may be determined by the Committee.



     Section 2.40 “Retirement” means (i) with respect to an Employee, voluntary termination of
employment after attaining age 55 and completing five years of continuous employment with the
Company and (ii) with respect to an Outside Director, ceasing to be an Outside Director pursuant to
an election by Intervoice’s shareholders or by voluntary resignation after attaining age 55 and
completing five years of continuous service with the Company.



     Section 2.41 “Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Exchange Act, or any successor rule or regulation that may be in effect from
time to time.



     Section 2.42 “Stock Appreciation Right” or “SAR” means a right granted to a Participant
pursuant to Article VIII with respect to a share of Common Stock to receive upon exercise cash,
Common Stock or a combination of cash and Common Stock, equal to the appreciation in value of a
share of Common Stock.



ARTICLE III. PLAN ADMINISTRATION




     Section 3.1 Plan Administrator and Discretionary Authority. The Plan shall be
administered by the Committee. The Committee shall have total and exclusive responsibility to
control, operate, manage and administer the Plan in accordance with its terms. The Committee shall
have all the authority that may be necessary or helpful to enable it to discharge its
responsibilities with respect to the Plan. Without limiting the generality of the preceding
sentence, the Committee shall have the exclusive right to: (a) interpret the Plan and the Award
Agreements executed hereunder; (b) decide all questions concerning eligibility for, and the amount
of, Awards granted under the Plan; (c)



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construe any ambiguous provision of the Plan or any Award Agreement; (d) prescribe the form of
Award Agreements; (e) correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award Agreement; (f) issue administrative guidelines as an aid to administering the
Plan and make changes in such guidelines as the Committee from time to time deems proper; (g) make
regulations for carrying out the Plan and make changes in such regulations as the Committee from
time to time deems proper; (h) determine whether Awards should be granted singly or in combination;
(i) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions
and limitations; (j) accelerate the exercise, vesting or payment of an Award when such action or
actions would be in the best interests of the Company; (k) require Participants to hold a stated
number or percentage of shares of Common Stock acquired pursuant to an Award for a stated period;
and (l) take any and all other actions the Committee deems necessary or advisable for the proper
operation or administration of the Plan. The Committee shall have authority in its sole discretion
with respect to all matters related to the discharge of its responsibilities and the exercise of
its authority under the Plan, including without limitation its construction of the terms of the
Plan and its determination of eligibility for participation in, and the terms of Awards granted
under, the Plan. The decisions of the Committee and its actions with respect to the Plan shall be
final, conclusive and binding on all persons having or claiming to have any right or interest in or
under the Plan, including without limitation Participants and their respective Permitted
Transferees, estates, beneficiaries and legal representatives. In the case of an Award intended to
be eligible for the performance-based compensation exemption under section 162(m) of the Code, the
Committee shall exercise its discretion consistent with qualifying the Award for such exemption.
The Committee may delegate the authority to grant Awards under the Plan to a subcommittee of the
Committee comprised of two or more Outside Directors.



     Section 3.2 Liability; Indemnification. No member of the Committee, nor any person to
whom it has delegated authority, shall be personally liable for any action, interpretation or
determination made in good faith with respect to the Plan or Awards granted hereunder, and each
member of the Committee (or delegatee of the Committee) shall be fully indemnified and protected by
Intervoice with respect to any liability he may incur with respect to any such action,
interpretation or determination, to the maximum extent permitted by applicable law.



ARTICLE IV. SHARES SUBJECT TO THE PLAN




     Section 4.1 Available Shares.




     (a) Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum number of shares of Common Stock that shall be available for
grant of Awards under the Plan shall be
(i) 1,000,000 shares of Common Stock, plus (ii) all shares of Common Stock that, as of the
Effective Date, remain available for grant of awards under the Prior Plan, plus (iii) shares
of Common Stock subject to outstanding awards under the Prior Plan on the Effective Date
that later cease to be subject to such awards for any reason other than such awards having
been exercised. If an Award granted under this Plan expires, is forfeited or becomes
unexercisable for any reason without having been exercised in full, the undelivered shares
of Common Stock which were subject to the Award shall, unless the Plan shall have been
terminated, become available for future Awards under the Plan.




     (b) The maximum number of shares of Common Stock that may be subject to all Awards
granted under the Plan to any one Participant (i) during the Fiscal Year in which the
Participant is first hired by the Company is 500,000 shares and (ii) during each subsequent
Fiscal Year is 300,000 shares. The maximum number of shares of Common Stock that may be
subject to Nonqualified Stock Options and SARs granted under the Plan to any one Participant
during a Fiscal Year is 500,000. The maximum number of shares of Common Stock that may be
granted as Incentive Stock Options is 1,000,000. The limitations provided in this Section
4.1(b) shall be subject to adjustment as provided in Section 4.2.




     (c) Shares of Common Stock issued pursuant to the Plan may be original issue or
treasury shares or a combination of the foregoing, as the Committee, in its sole discretion,
shall from time to time determine. Intervoice, during the term of this Plan, will at all
times reserve and keep available such number of shares of Common Stock as shall be
sufficient to satisfy the requirements of the Plan.




     (d) Notwithstanding any provision of this Plan to the contrary, the Board or the
Committee shall have the right to substitute or assume awards in connection with mergers,
reorganizations, separations or other transactions to which Section 424(a) of the Code
applies, provided such substitutions or assumptions are permitted by Section 424 of the Code
and the regulations promulgated thereunder.



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     Section 4.2 Adjustments for Recapitalizations and Reorganizations.




     (a) The shares with respect to which Awards may be granted under the Plan are shares of
Common Stock as presently constituted, but if, and whenever, prior to the expiration or
satisfaction of an Award theretofore granted, Intervoice shall effect a split, subdivision
or consolidation of shares of Common Stock or the payment of a stock dividend on Common
Stock in the form of Common Stock without receipt of consideration by Intervoice, the number
of shares of Common Stock with respect to which such Award may thereafter be exercised or
satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and, if applicable, the exercise price per share
shall be proportionately reduced, and (ii) in the event of a reduction in the number of
outstanding shares, shall be proportionately reduced, and, if applicable, the exercise price
per share shall be proportionately increased.




     (b) If Intervoice recapitalizes or otherwise changes its capital structure, thereafter
upon any exercise or satisfaction, as applicable, of an Award theretofore granted the
Participant shall be entitled to receive (or to purchase, if applicable) under such Award,
in lieu of the number of shares of Common Stock then covered by such Award, the number and
class of shares of stock or other securities to which the Participant would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to the
recapitalization, the Participant had been the holder of record of the number of shares of
Common Stock then covered by such Award.




     (c) In the event of changes in the outstanding Common Stock by reason of a
reorganization, merger, consolidation, combination, separation (including a spin-off or
other distribution of stock or property), exchange, or other relevant change in
capitalization occurring after the date of grant of any Award and not otherwise provided for
by this Section 4.2, any outstanding Awards and any Award Agreements evidencing such Awards
shall be subject to (i) adjustment by the Committee in its sole discretion as to the number,
price and kind of shares or other consideration subject to, and other terms of, such Awards
to reflect such changes in the outstanding Common Stock, or (ii) in the case of a Corporate
Change, if approved by the Committee in its sole discretion, replacement with a comparable
Award pursuant to Article XIII.




     (d) In the event of any changes in the outstanding Common Stock provided for in this
Section 4.2, the aggregate number of shares available for grant of Awards under the Plan may
be equitably adjusted by the Committee, whose determination shall be conclusive.



     Section 4.3 Adjustments for Awards. The Committee shall have sole discretion to
determine the manner in which shares of Common Stock available for grant of Awards under the Plan
are counted. Without limiting the discretion of the Committee under this Section, unless otherwise
determined by the Committee, the following rules shall apply for the purpose of determining the
number of shares of Common Stock available for grant of Awards under the Plan:




     (a) Options, Restricted Stock and Stock Awards. The grant of Options,
Restricted Stock and Stock Awards shall reduce the number of shares of Common Stock
available for grant of Awards under the Plan by the number of shares of Common Stock subject
to such an Award.




     (b) SARs. The grant of SARs that may be paid or settled (i) only in Common
Stock or (ii) in either cash or Common Stock shall reduce the number of shares available for
grant of Awards under the Plan by the number of shares subject to such an Award; provided,
however, that upon the exercise of SARs, the excess of the number of shares of Common Stock
with respect to which the Award is exercised over the number of shares of Common Stock
issued upon exercise of the Award shall again be available for grant of Awards under the
Plan. The grant of SARs that may be paid or settled only for cash shall not affect the
number of shares available for grant of Awards under the Plan.




     (c) Restricted Stock Units. The grant of Restricted Stock Units (including
those credited to a Participant in respect of a Dividend Unit Right) that may be paid or
settled (i) only in Common Stock or (ii) in either cash or Common Stock shall reduce the
number of shares available for grant of Awards under the Plan by the number of shares
subject to such an Award; provided, however, that upon settlement of the Award, the excess,
if any, of the number of shares of Common Stock that had been subject to such Award over the
number of shares of Common Stock issued upon its settlement shall again be available for
grant of Awards under the Plan. The grant of Restricted Stock Units that may be paid or
settled only for cash shall not affect the number of shares available for grant of Awards
under the Plan.



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     (d) Performance Awards and Other Incentive Awards. The grant of a Performance
Award or Other Incentive Award in the form of Common Stock or that may be paid or settled
(i) only in Common Stock or (ii) in either Common Stock or cash shall reduce the number of shares available for grant of Awards under the Plan by the number of shares subject to such
an Award; provided, however, that upon settlement of the Award, the excess, if any, of the
number of shares of Common Stock that had been subject to such Award over the number of shares of Common Stock issued upon its settlement shall again be available for grant of
Awards under the Plan. The grant of a Performance Award or Other Incentive Award that may
be paid or settled only for cash shall not affect the number of shares available for grant
of Awards under the Plan.




     (e) Cancellation, Forfeiture and Termination. If any Award referred to in
subsection (a), (b), (c), or (d) of this Section (other than an Award that may be paid or
settled only for cash) is canceled or forfeited, or terminates, expires or lapses, for any
reason, the shares then subject to such Award shall again be available for grant of Awards
under the Plan.




     (f) Payment of Exercise Price and Withholding Taxes. If shares of Common Stock
are used to pay the exercise price of an Award, the number of shares available for grant of
Awards under the Plan shall be increased by the number of shares delivered as payment of
such exercise price. If shares of Common Stock are used to pay withholding taxes payable
upon exercise, vesting or payment of an Award, or shares of Common Stock that would be
acquired upon exercise, vesting or payment of an Award are withheld to pay withholding taxes
payable upon exercise, vesting or payment of such Award, the number of shares available for
grant of Awards under the Plan shall be increased by the number of shares delivered or
withheld as payment of such withholding taxes.



ARTICLE V. ELIGIBILITY




     The Committee shall select Participants from those Employees, Outside Directors and other
individuals or entities providing services to the Company that, in the opinion of the Committee,
are in a position to make a significant contribution to the success of the Company. Once a
Participant has been selected for an Award by the Committee, the Committee shall determine the type
and size of Award to be granted to the Participant and shall establish in the related Award
Agreement the terms, conditions, restrictions and limitations applicable to the Award, in addition
to those set forth in the Plan and the administrative guidelines and regulations, if any,
established by the Committee.



ARTICLE VI. FORM OF AWARDS




     Section 6.1 Form of Awards. Awards may be granted under the Plan, in the Committee’s
sole discretion, in the form of Options pursuant to Article VII, SARs pursuant to Article VIII,
Restricted Stock pursuant to Article IX, Restricted Stock Units pursuant to Article X, Performance
Awards pursuant to Article XI, and Stock Awards and Other Incentive Awards pursuant to Article XII,
or a combination thereof. All Awards shall be subject to the terms, conditions, restrictions and
limitations of the Plan. The Committee may, in its sole discretion, subject any Award to such
other terms, conditions, restrictions and/or limitations (including without limitation the time and
conditions of exercise, vesting or payment of an Award and restrictions on transferability of any
shares of Common Stock issued or delivered pursuant to an Award), provided they are not
inconsistent with the terms of the Plan. The Committee may, but is not required to, subject an
Award to such conditions as it determines are necessary or appropriate to ensure that an Award
constitutes “qualified performance based compensation” within the meaning of section 162(m) of the
Code and the regulations thereunder. Awards under a particular Article of the Plan need not be
uniform, and Awards under more than one Article of the Plan may be combined in a single Award
Agreement. Any combination of Awards may be granted at one time and on more than one occasion to
the same Participant. Subject to compliance with applicable tax law, an Award Agreement may
provide that a Participant may elect to defer receipt of income attributable to the exercise or
vesting of an Award.



     Section 6.2 No Repricing. Except for adjustments made pursuant to Section 4.2, no
Award may be repriced, replaced, regranted through cancellation or modified without stockholder
approval, if the effect would be to reduce the exercise price for the shares underlying such Award;
and, the Committee may not cancel an outstanding Option that is under water for the purpose of
granting a replacement Award of a different type.



     Section 6.3 No Reload Rights. Options shall not contain any provision entitling the
Participant to an automatic grant of additional Options in connection with any exercise of the
original Option.



     Section 6.4 Substitution of SARs for Options. Any provision of this Plan to the
contrary notwithstanding, if Intervoice is required to or elects to record as an expense in its
consolidated statements of



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earnings the cost of Options pursuant to FAS 123R or a similar accounting requirement, the
Committee shall have the sole discretion to substitute, without receiving Participants’ consent,
SARs settled only in stock for outstanding Options; provided, however, that the terms of the
substituted SARs are the same as the terms of the Options, the number of shares underlying the SARs
equals the number of shares underlying the Options and the difference between the Fair Market Value
of the underlying shares and the grant price of the SARs is equivalent to the difference between
the Fair Market Value of the underlying shares and the exercise price of the Options.



ARTICLE VII. OPTIONS




     Section 7.1 General. Awards may be granted in the form of Options that may be
Incentive Stock Options or Nonqualified Stock Options, or a combination of both; provided, however,
that Incentive Stock Options may be granted only to Employees.



     Section 7.2 Terms and Conditions of Options. An Option shall be exercisable in whole
or in such installments and at such times as may be determined by the Committee. The price at
which a share of Common Stock may be purchased upon exercise of an Option shall be determined by
the Committee, but such exercise price shall not be less than 100% of the Fair Market Value per
share of Common Stock on the Grant Date unless the Option is granted through the assumption of, or
in substitution for, outstanding awards previously granted to individuals who became Employees as a
result of a merger, consolidation, acquisition, or other corporate transaction involving the
Company, provided that such assumption or substitution either complies with the requirements of
Section 409A of the Code or is consistent with maintaining the exempt status of the Award from the
application of that section. Except as otherwise provided in Section 7.3, the term of each Option
shall be as specified by the Committee; provided, however, that no Options shall be exercisable
later than seven years after the Grant Date. Options may be granted with respect to Restricted
Stock or shares of Common Stock that are not Restricted Stock, as determined by the Committee in
its sole discretion.



     Section 7.3 Restrictions Relating to Incentive Stock Options.




     (a) Options granted in the form of Incentive Stock Options shall, in addition to being
subject to the terms and conditions of Section 7.2, comply with section 422(b) of the Code.
To the extent the aggregate Fair Market Value (determined as of the times the respective
Incentive Stock Options are granted) of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an individual during any calendar year under
all incentive stock option plans of Intervoice and its Affiliates exceeds $100,000, such
excess Incentive Stock Options shall be treated as options that do not constitute Incentive
Stock Options. The Committee shall determine, in accordance with the applicable provisions
of the Code, which of a Participant’s Incentive Stock Options will not constitute Incentive
Stock Options because of such limitation and shall notify the Participant of such
determination as soon as practicable after such determination. The price at which a share
of Common Stock may be purchased upon exercise of an Incentive Stock Option shall be
determined by the Committee, but such exercise price shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the Grant Date. No Incentive Stock Option shall
be granted to an Employee under the Plan if, at the time such Option is granted, such
Employee owns stock possessing more than 10% of the total combined voting power of all
classes of stock of Intervoice or an Affiliate, within the meaning of section 422(b)(6) of
the Code, unless (i) on the Grant Date of such Option, the exercise price of such Option is
at least 110% of the Fair Market Value of the Common Stock subject to the Option and (ii)
such Option by its terms is not exercisable after the expiration of five years from the
Grant Date of the Option.




     (b) Each Participant awarded an Incentive Stock Option shall notify Intervoice in
writing immediately after the date he or she makes a disqualifying disposition of any shares
of Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A
disqualifying disposition is any disposition (including any sale) of such Common Stock
before the later of (i) two years after the Grant Date of the Incentive Stock Option or (ii)
one year after the date of exercise of the Incentive Stock Option.



     Section 7.4 Exercise of Options.




     (a) Subject to the terms and conditions of the Plan, Options shall be exercised by the
delivery of a written notice of exercise to Intervoice, setting forth the number of whole shares of Common Stock with respect to which the Option is to be exercised, accompanied by
full payment for such shares.




     (b) Upon exercise of an Option, the exercise price of the Option shall be payable to
Intervoice in full either: (i) in cash or an equivalent acceptable to the Committee, (ii) in
the sole discretion of the



8









 






Committee and in accordance with any applicable administrative guidelines established by the
Committee, (A) by tendering one or more previously acquired nonforfeitable, unrestricted shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal
to the total exercise price or (B) by surrendering a sufficient portion of the shares with
respect to which the Option is exercised having an aggregate Fair Market Value at the time
of exercise equal to the total exercise price, or (iii) in a combination of the forms
specified in (i) or (ii) of this subsection; provided, however, that payment of the exercise
price by means of tendering or surrendering shares of Common Stock shall not be permitted
when the same may, in the reasonable opinion of the Committee, cause Intervoice to record a
loss or expense as a result thereof.




     (c) During such time as the Common Stock is registered under Section 12 of the Exchange
Act, to the extent permissible under applicable law, payment of the exercise price of an
Option may also be made, in the absolute discretion of the Committee, by delivery to
Intervoice or its designated agent of an executed irrevocable option exercise form together
with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of
the shares with respect to which the Option is exercised and deliver the sale or margin loan
proceeds directly to Intervoice to pay the exercise price and any required withholding
taxes.




     (d) As soon as reasonably practicable after receipt of written notification of exercise
of an Option and full payment of the exercise price and any required withholding taxes,
Intervoice shall (i) deliver to the Participant, in the Participant’s name or the name of
the Participant’s designee, a stock certificate or certificates in an appropriate aggregate
amount based upon the number of shares of Common Stock purchased under the Option, or (ii)
cause to be issued in the Participant’s name or the name of the Participant’s designee, in
book-entry form, an appropriate number of shares of Common Stock based upon the number of shares purchased under the Option.



     Section 7.5 Termination of Employment or Service. Each Award Agreement embodying the
Award of an Option shall set forth the extent to which the Participant shall have the right to
exercise the Option following termination of the Participant’s employment or service with the
Company. Such provisions shall be determined by the Committee in its absolute discretion, need not
be uniform among all Options granted under the Plan and may reflect distinctions based on the
reasons for termination of employment or service. In the event a Participant’s Award Agreement
embodying the award of an Option does not set forth such termination provisions, the following
termination provisions shall apply with respect to such Award:




     (a) Termination Other Than for Retirement, Disability, Death or Cause. If the
employment or service of a Participant shall terminate for any reason other than Retirement,
Disability, death or Cause, each outstanding Option held by the Participant may be
exercised, to the extent then vested, until the earlier of (i) the expiration of 12 months
from the date of such termination of employment or service or (ii) the expiration of the
term of such Option.




     (b) Termination by Reason of Retirement, Disability or Death. If the
employment or service of a Participant shall terminate by reason of Retirement, Disability
or death, each outstanding Option held by the Participant may be exercised, to the extent
then vested, until the earlier of (i) the expiration of 18 months from the date of such
termination of employment or service or (ii) the expiration of the term of such Option;
provided, however, that with respect to a Participant who terminates employment or service
by reason of Retirement and engages in a Harmful Activity either before or after Retirement,
as determined by the Committee in its sole discretion, the 18-month period described in
subsection (b)(i) shall be reduced to ten days from the date Intervoice gives notice of the
Harmful Activity to the Participant.




     (c) Termination for Cause. Notwithstanding subsections (a) and (b) above, if
the employment or service of a Participant shall terminate for Cause, each outstanding
Option held by the Participant may be exercised, to the extent then vested, until the
earlier of (i) the expiration of 30 days from the date of such termination of employment or
service or (ii) the expiration of the terms of such Option.


Notwithstanding the foregoing, an Option will not be treated as an Incentive Stock Option unless at
all times beginning on the Grant Date and ending on the day three months (one year in the case of a
Participant who is “disabled” within the meaning of Section 22(e)(3) of the Code) before the date
of exercise of the Option, the Participant is an employee of Intervoice or an Affiliate (or a
corporation or a parent or subsidiary corporation of such corporation issuing or assuming an option
in a transaction to which Section 424(a) of the Code applies).




9









 








ARTICLE VIII. STOCK APPRECIATION RIGHTS




     Section 8.1 General. The Committee may grant Awards in the form of SARs in such
numbers and at such times as it shall determine. SARs shall vest and be exercisable in whole or in
such installments and at such times as may be determined by the Committee. The price at which SARs
may be exercised shall be determined by the Committee but shall not be less than 100% of the Fair
Market Value per share of Common Stock on the Grant Date unless the SARs are granted through the
assumption of, or in substitution for, outstanding awards previously granted to individuals who
became Employees as a result of a merger, consolidation, acquisition, or other corporate
transaction involving the Company, provided that such assumption or substitution either complies
with the requirements of Section 409A of the Code or is consistent with maintaining the exempt
status of the Award from the application of that section. The term of each SAR shall be as
specified by the Committee; provided, however, that no SARs shall be exercisable later than seven
years after the Grant Date. At the time of an Award of SARs, the Committee may, in its sole
discretion, prescribe additional terms, conditions, restrictions and limitations applicable to the
SARs, including without limitation rules pertaining to the termination of employment or service (by
reason of death, permanent and total disability, or otherwise) of a Participant prior to exercise
of the SARs, as it determines are necessary or appropriate, provided they are not inconsistent with
the Plan.



     Section 8.2 Exercise of SARs. SARs shall be exercised by the delivery of a written
notice of exercise to Intervoice, setting forth the number of whole shares of Common Stock with
respect to which the Award is being exercised. Upon the exercise of SARs, the Participant shall be
entitled to receive an amount equal to the excess of the aggregate Fair Market Value of the shares
of Common Stock with respect to which the Award is exercised (determined as of the date of such
exercise) over the aggregate exercise price of such shares. Such amount shall be payable to the
Participant in cash or in shares of Common Stock, as provided in the Award Agreement.



ARTICLE IX. RESTRICTED STOCK




     Section 9.1 General. Awards may be granted in the form of Restricted Stock in such
numbers and at such times as the Committee shall determine. The Committee shall impose such terms,
conditions and restrictions on Restricted Stock as it may deem advisable, including without
limitation providing for vesting upon the achievement of specified performance goals pursuant to a
Performance Award and restrictions under applicable Federal or state securities laws. A
Participant shall not be required to make any payment for Restricted Stock unless required by the
Committee pursuant to Section 9.2.



     Section 9.2 Purchased Restricted Stock. The Committee may in its sole discretion
require a Participant to pay a stipulated purchase price for each share of Restricted Stock
(“Purchased Restricted Stock”).



     Section 9.3 Restricted Period. At the time an Award of Restricted Stock is granted,
the Committee shall establish a Restricted Period applicable to such Restricted Stock. Each Award
of Restricted Stock may have a different Restricted Period in the sole discretion of the Committee.



     Section 9.4 Other Terms and Conditions. Restricted Stock shall constitute issued and
outstanding shares of Common Stock for all corporate purposes. Restricted Stock awarded to a
Participant under the Plan shall be registered in the name of the Participant or, at the option of
Intervoice, in the name of a nominee of Intervoice, and shall be issued in book-entry form or
represented by a stock certificate. Subject to the terms and conditions of the Award Agreement, a
Participant to whom Restricted Stock has been awarded shall have the right to receive dividends
thereon during the Restricted Period, to vote the Restricted Stock and to enjoy all other
stockholder rights with respect thereto, except that (a) Intervoice shall retain custody of any
certificates evidencing the Restricted Stock during the Restricted Period, and (b) the Participant
may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Restricted Stock
during the Restricted Period. A breach of the terms and conditions established by the Committee
pursuant to the Award of the Restricted Stock may result in a forfeiture of the Restricted Stock.
At the time of an Award of Restricted Stock, the Committee may, in its sole discretion, prescribe
additional terms, conditions, restrictions and limitations applicable to the Restricted Stock,
including without limitation rules pertaining to the termination of employment or service (by
reason of death, permanent and total disability, retirement or otherwise) of a Participant prior to
expiration of the Restricted Period.



     Section 9.5 Miscellaneous. Nothing in this Article shall prohibit the exchange of
shares of Restricted Stock pursuant to a plan of merger or reorganization for stock or other
securities of Intervoice or another corporation that is a party to the reorganization, provided
that the stock or securities so received in exchange for shares of Restricted Stock shall, except
as provided in Article XIII, become subject to the restrictions applicable to such Restricted
Stock. Any shares of Common Stock received as a result of a stock split or stock dividend with
respect to shares of Restricted Stock shall also become subject to the restrictions applicable to
such Restricted Stock.



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ARTICLE X. RESTRICTED STOCK UNITS




     Section 10.1 General. Awards may be granted in the form of Restricted Stock Units in
such numbers and at such times as the Committee shall determine. The Committee shall impose such
terms, conditions and restrictions on Restricted Stock Units as it may deem advisable, including
without limitation prescribing the period over which and the conditions upon which a Restricted
Stock Unit may become vested or be forfeited, and providing for vesting upon the achievement of
specified performance goals pursuant to a Performance Award. Upon the lapse of restrictions with
respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the
Company one share of Common Stock or an amount of cash equal to the Fair Market Value of one share
of Common Stock, as provided in the Award Agreement. A Participant shall not be required to make
any payment for Restricted Stock Units.



     Section 10.2 Restricted Period. At the time an Award of Restricted Stock Units is
granted, the Committee shall establish a Restricted Period applicable to such Restricted Stock
Units. Each Award of Restricted Stock Units may have a different Restricted Period in the sole
discretion of the Committee.



     Section 10.3 Cash Dividend Rights and Dividend Unit Rights. To the extent provided by
the Committee in its sole discretion, a grant of Restricted Stock Units may include a tandem Cash
Dividend Right or Dividend Unit Right grant. A grant of Cash Dividend Rights may provide that such
Cash Dividend Rights shall be paid directly to the Participant at the time of payment of related
dividend, be credited to a bookkeeping account subject to the same vesting and payment provisions
as the tandem Award (with or without interest in the sole discretion of the Committee), or be
subject to such other provisions or restrictions as determined by the Committee in its sole
discretion. A grant of Dividend Unit Rights may provide that such Dividend Unit Rights shall be
subject to the same vesting and payment provisions as the tandem Award or be subject to such other
provisions and restrictions as determined by the Committee in its sole discretion.



     Section 10.4 Other Terms and Conditions. At the time of an Award of Restricted Stock
Units, the Committee may, in its sole discretion, prescribe additional terms, conditions,
restrictions and limitations applicable to the Restricted Stock Units, including without limitation
rules pertaining to the termination of employment or service (by reason of death, permanent and
total disability, retirement or otherwise) of a Participant prior to expiration of the Restricted
Period.



ARTICLE XI. PERFORMANCE AWARDS




     Section 11.1 General. Awards may be granted in the form of Performance Awards that
may be payable in the form of cash, shares of Common Stock, or a combination of both, in such
amounts and at such times as the Committee shall determine. Performance Awards shall be
conditioned upon the level of achievement of one or more stated performance goals over a specified
performance period that shall not be shorter than one year. Performance Awards may be combined
with other Awards to impose performance criteria as part of the terms of such other Awards.



     Section 11.2 Terms and Conditions. Each Award Agreement embodying a Performance Award
shall set forth (a) the amount, including a target and maximum amount if applicable, a Participant
may earn in the form of cash or shares of Common Stock or a formula for determining such amount,
(b) the performance criteria and level of achievement versus such criteria that shall determine the
amount payable or number of shares of Common Stock to be granted, issued, retained and/or vested,
(c) the performance period over which performance is to be measured, (d) the timing of any payments
to be made, (e) restrictions on the transferability of the Award, and (f) such other terms and
conditions as the Committee may determine that are not inconsistent with the Plan.



     Section 11.3 Code Section 162(m) Requirements. The Committee shall determine in its
sole discretion whether all or any portion of a Performance Award shall be intended to satisfy the
requirements for “performance-based compensation” under section 162(m) of the Code (the “162(m)
Requirements”). The performance criteria for any Performance Award that is intended to satisfy the
162(m) Requirements shall be established in writing by the Committee based on one or more
performance goals as set forth in Section 11.4 not later than 90 days after commencement of the
performance period with respect to such Award, provided that the outcome of the performance in
respect of the goals remains substantially uncertain as of such time. The maximum amount that may
be paid in cash pursuant to Performance Awards granted to a Participant with respect to a Fiscal
Year that are intended to satisfy the 162(m) Requirements is $2,000,000; provided, however, that
such maximum amount with respect to a Performance Award that provides for a performance period
longer than one Fiscal Year shall be the foregoing limit multiplied by the number of full Fiscal
Years in the performance period. At the time of the grant of a Performance Award and to the extent
permitted under Code section 162(m) and regulations thereunder for



11









 







a Performance Award intended to satisfy the 162(m) Requirements, the Committee may provide for the
manner in which the performance goals will be measured in light of specified corporate
transactions, extraordinary events, accounting changes and other similar occurrences.



     Section 11.4 Performance Goals. The performance measure(s) to be used for purposes of
Performance Awards may be described in terms of objectives that are related to the individual
Participant or objectives that are Company-wide or related to a subsidiary, division, department,
region, function or business unit of the Company in which the Participant is employed or with
respect to which the Participant performs services, and may consist of one or more or any
combination of the following criteria: (a) earnings or earnings per share (whether on a pre-tax,
after-tax, operational or other basis), (b) return on equity, (c) return on assets or net assets,
(d) return on capital or invested capital and other related financial measures, (e) cash flow, (f)
revenues, (g) income or operating income, (h) expenses or expense levels, (i) one or more operating
ratios, (j) stock price, (k) total shareholder return, (l) market share, (m) operating profit, (n)
profit margin, (o) cash flow, (p) capital expenditures, (q) net borrowing, debt leverage levels,
credit quality or debt ratings, (r) the accomplishment of mergers, acquisitions, dispositions,
public offerings or similar extraordinary business transactions, (s) net asset value per share, (t)
economic value added and (u) individual business objectives. The performance goals based on these
performance measures may be made relative to the performance of other business entities.



     Section 11.5 Certification and Negative Discretion. Prior to the payment of any
compensation pursuant to a Performance Award that is intended to satisfy the 162(m) Requirements,
the Committee shall certify the extent to which the performance goals and other material terms of
the Award have been achieved or satisfied. The Committee in its sole discretion shall have the
authority to reduce, but not to increase, the amount payable and the number of shares to be
granted, issued, retained or vested pursuant to a Performance Award.



ARTICLE XII. OTHER INCENTIVE AWARDS




     Section 12.1 Stock Awards. Stock Awards may be granted to Participants upon such
terms and conditions as the Committee may determine. Shares of Common Stock issued pursuant to
Stock Awards may be issued for cash consideration or for no cash consideration. The Committee shall
determine the number of shares of Common Stock to be issued pursuant to a Stock Award.



     Section 12.2 Other Incentive Awards. Other Incentive Awards may be granted in such
amounts, upon such terms and at such times as the Committee shall determine. Other Incentive
Awards may be granted based upon, payable in or otherwise related to, in whole or in part, shares
of Common Stock if the Committee, in its sole discretion, determines that such Other Incentive
Awards are consistent with the purposes of the Plan. Each grant of an Other Incentive Award shall
be evidenced by an Award Agreement that shall specify the amount of the Other Incentive Award and
the terms, conditions, restrictions and limitations applicable to such Award. Payment of Other
Incentive Awards shall be made at such times and in such form, which may be cash, shares of Common
Stock or other property (or a combination thereof), as established by the Committee, subject to the
terms of the Plan.



ARTICLE XIII. CORPORATE CHANGE




     Section 13.1 Vesting of Awards. Except as provided otherwise below in this Article or
in an Award Agreement at the time an Award is granted, notwithstanding anything to the contrary in
this Plan, if a Participant’s employment or service with the Company is involuntarily terminated
other than for Cause or if a Participant voluntarily terminates employment or service for Good
Reason, in either case within the period beginning 90 days prior to and ending one year following a
Corporate Change of Intervoice, any time periods, conditions or contingencies relating to the
exercise or realization of, or lapse of restrictions under, any Award shall be automatically
accelerated or waived so that:




     (a) if no exercise of the Award is required, the Award may be realized in full at the
time of the occurrence of the Participant’s termination of employment or service; or




     (b) if exercise of the Award is required, the Award may be exercised in full commencing
on the date of the Participant’s termination of employment or service.



     Notwithstanding the foregoing, with respect to any Award that consists of deferred
compensation within the meaning of Section 409A of the Code, delivery of payment with respect to
such Award to a Participant who is a “specified employee” (as defined in Code Section 409A and the
regulations thereunder) as of the date of his or her “separation from service” (as defined in Code
Section 409A and the regulations thereunder) shall be delayed for a period of six months after the
Participant’s separation from service (or, if earlier than the end of the six-month period,



12









 







the date of death of the Participant). In the event all outstanding Awards are replaced in
connection with a Corporate Change by comparable types of awards of at least substantially
equivalent value, as determined by the Committee in its sole discretion, such replacement awards
shall provide for automatic acceleration or waiver as provided above in the event of a
Participant’s involuntary termination of employment or service with the Company other than for
Cause or voluntary termination of employment or service for Good Reason, as applicable.



     Section 13.2 Cancellation of Awards. Notwithstanding the foregoing, on or prior to
the date of a Corporate Change, the Committee may take any of the following actions with respect to
any or all outstanding Awards, without the consent of any Participant: (a) the Committee may
require that Participants surrender their outstanding Options and SARs in exchange for payment by
the Company, in cash, Common Stock, the securities of another company, or a combination thereof, as
determined by the Committee, in an amount equal to the amount, if any, by which the then Fair
Market Value of the shares of Common Stock subject to the Participant’s unexercised Options and
SARs exceeds the exercise price or grant price, and (b) with respect to Participants holding
Restricted Stock, Restricted Stock Units, Performance Awards or Other Incentive Awards, and related
Cash Dividend Rights and Dividend Unit Rights (if applicable), the Committee may determine that
such Participants shall receive payment in settlement of such Awards (and dividend rights), in an
amount equivalent to the value of such Awards (and dividend rights) at the time of such settlement.
Such surrender or settlement shall take place as of the date of the Corporate Change or such other
date as the Committee may specify. Notwithstanding the foregoing, with respect to any Award that
consists of deferred compensation within the meaning of Section 409A of the Code, in the event of a
Corporate Change that does not satisfy the requirements for 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 within the meaning of Section 409A of the Code and Treasury guidance and regulations
thereunder, then delivery of payment with respect to such Award as provided herein shall be made
upon the earliest of the Participant’s (i) “separation from service” (within the meaning of Code
Section 409A and the regulations thereunder), (ii) the Disability, (iii) death or (iv) a Corporate
Change that does satisfy the requirements for 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 within
the meaning of Section 409A of the Code and Treasury guidance and regulations thereunder; provided,
however, that delivery of payment upon separation from service to a Participant who is a “specified
employee” (as defined in Code Section 409A and the regulations thereunder) as of the date of his or
her separation from service shall be delayed for a period of six months after the Participant’s
separation from service (or, if earlier than the end of the six-month period, the date of death of
the Participant).



ARTICLE XIV. AMENDMENT AND TERMINATION




     Section 14.1 Plan Amendment and Termination. The Board may at any time suspend,
terminate, amend or modify the Plan, in whole or in part; provided, however, that no amendment or
modification of the Plan shall become effective without the approval of such amendment or
modification by the holders of at least a majority of the shares of Common Stock if (a) such
amendment or modification increases the maximum number of shares subject to the Plan (except as
provided in Article IV) or changes the designation or class of persons eligible to receive Awards
under the Plan, or (b) counsel for Intervoice determines that such approval is otherwise required
by or necessary to comply with applicable law or the listing requirements of NASDAQ or such other
exchange or association on which the Common Stock is then listed or quoted. An amendment to the
Plan shall not require stockholder approval if it is made to conform the Plan to statutory or
regulatory requirements, such as, without limitation, changes to Section 409A of the Code, or
regulations issued thereunder. Upon termination of the Plan, the terms and provisions of the Plan
shall, notwithstanding such termination, continue to apply to Awards granted prior to such
termination. Except as otherwise provided herein, no suspension, termination, amendment or
modification of the Plan shall adversely affect in any material way any Award previously granted
under the Plan, without the consent of the Participant (or the Permitted Transferee) holding such
Award.



     Section 14.2 Award Amendment and Cancellation. The Committee may amend the terms of
any outstanding Award granted pursuant to the Plan, but except as otherwise provided herein, no
such amendment shall adversely affect in any material way the Participant’s (or a Permitted
Transferee’s) rights under an outstanding Award without the consent of the Participant (or the
Permitted Transferee) holding such Award.



     Section 14.3 Performance-Based Compensation. In the case of an outstanding Award
intended to be eligible for the performance-based compensation exemption under section 162(m) of
the Code, the Committee shall not, without the approval of the holders of at least a majority of
the shares of Common Stock, amend the Plan or the Award in a manner that would adversely affect the
Award’s continued eligibility for the performance-based compensation exemption under section 162(m)
of the Code.



13









 





ARTICLE XV. MISCELLANEOUS




     Section 15.1 Award Agreements. After the Committee grants an Award under the Plan to
a Participant, Intervoice and the Participant shall enter into an Award Agreement setting forth the
terms, conditions, restrictions and limitations applicable to the Award and such other matters as
the Committee may determine to be appropriate. The Committee may permit or require a Participant
to defer receipt of the payment of cash or the delivery of shares of Common Stock that would
otherwise be due to the Participant in connection with any Award; provided, however, that any
permitted deferrals shall be structured to meet the requirements of Section 409A of the Code and
regulations thereunder. The terms and provisions of the respective Award Agreements need not be
identical. All Award Agreements shall be subject to the provisions of the Plan, and in the event
of any conflict between an Award Agreement and the Plan, the terms of the Plan shall govern. All
Awards under the Plan are intended to be structured in a manner that will either comply with or be
exempt from Section 409A of the Code.



     Section 15.2 Listing; Suspension.




     (a) As long as the Common Stock is listed on a national securities exchange or system
sponsored by a national securities association, the issuance of any shares of Common Stock
pursuant to an Award shall be conditioned upon such shares being listed on such exchange or
system. Intervoice shall have no obligation to issue such shares unless and until such
shares are so listed, and the right to exercise any Option or other Award with respect to
such shares shall be suspended until such listing has been effected.




     (b) If at any time counsel to Intervoice or its Affiliates shall be of the opinion that
any sale or delivery of shares of Common Stock pursuant to an Award is or may in the
circumstances be unlawful or result in the imposition of excise taxes on Intervoice or its
Affiliates under the laws of any applicable jurisdiction, Intervoice or its Affiliates shall
have no obligation to make such sale or delivery, or to make any application or to effect or
to maintain any qualification or registration under the Securities Act of 1933, as amended,
or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise
any Option or other Award shall be suspended until, in the opinion of such counsel, such
sale or delivery shall be lawful or will not result in the imposition of excise taxes on
Intervoice or its Affiliates.




     (c) Upon termination of any period of suspension under this Section, any Award affected
by such suspension that shall not then have expired or terminated shall be reinstated as to
all shares available before such suspension and as to shares that would otherwise have
become available during the period of such suspension, but no such suspension shall extend
the term of any Award unless otherwise determined by the Committee in its sole discretion.



     Section 15.3 Additional Conditions. Notwithstanding anything in the Plan to the
contrary: (a) the Committee may, if it shall determine it necessary or desirable in its sole
discretion, at the time of grant of any Award or the issuance of any shares of Common Stock
pursuant to any Award, require the recipient of the Award or such shares of Common Stock, as a
condition to the receipt thereof, to deliver to Intervoice a written representation of present
intention to acquire the Award or such shares of Common Stock for his own account for investment
and not for distribution, (b) the certificate for shares of Common Stock issued to a Participant
may include any legend that the Committee deems appropriate to reflect any restrictions on
transfer, and (c) all certificates for shares of Common Stock delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and Exchange Commission, any
stock exchange or association upon which the Common Stock is then listed or quoted, any applicable
federal or state securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be placed on any such certificates to make appropriate reference to such
restrictions.



     Section 15.4 Transferability.




     (a) All Awards granted to a Participant shall be exercisable during his lifetime only
by such Participant, or if applicable, a Permitted Transferee as provided in subsection (c)
of this Section; provided, however, that in the event of a Participant’s legal incapacity,
an Award may be exercised by his guardian or legal representative. When a Participant dies,
the personal representative, beneficiary, or other person entitled to succeed to the rights
of the Participant may acquire the rights under an Award. Any such successor must furnish
proof satisfactory to Intervoice of the successor’s entitlement to receive the rights under
an Award under the Participant’s will or under the applicable laws of descent and
distribution.



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     (b) Except as otherwise provided in this Section, no Award shall be subject to
execution, attachment or similar process, and no Award may be sold, transferred, pledged,
exchanged, hypothecated or otherwise disposed of, other than by will or pursuant to the
applicable laws of descent and distribution. Any attempted sale, transfer, pledge,
exchange, hypothecation or other disposition of an Award not specifically permitted by the
Plan or the Award Agreement shall be null and void and without effect.




     (c) If provided in the Award Agreement, Nonqualified Stock Options may be transferred
by a Participant to a Permitted Transferee. For purposes of the Plan, “Permitted
Transferee” means (i) a member of a Participant’s immediate family, (ii) any person sharing
the Participant’s household (other than a tenant or employee of the Participant), (iii)
trusts in which a person listed in (i) or (ii) above has more than 50% of the beneficial
interest, (iv) a foundation in which the Participant or a person listed in (i) or (ii) above
controls the management of assets, (v) any other entity in which the Participant or a person
listed in (i) or (ii) above owns more than 50% of the voting interests, provided that in the
case of the preceding clauses (i) through (v), no consideration is provided for the
transfer, and (vi) any transferee permitted under applicable securities and tax laws as
determined by counsel to Intervoice. In determining whether a person is a “Permitted
Transferee,” immediate family members shall include a Participant’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships.




     (d) Incident to a Participant’s divorce, the Participant may request that Intervoice
agree to observe the terms of a domestic relations order which may or may not be part of a
qualified domestic relations order (as defined in Code Section 414(p)) with respect to all
or a part of one or more Awards made to the Participant under the Plan to the Participant’s
alternate payee. Intervoice’s decision regarding such a request shall be made by the
Committee, in its sole and absolute discretion, based upon the best interests of Intervoice.
The Committee’s decision need not be uniform among Participants. As a condition of
participation, a Participant agrees to hold Intervoice harmless from any claim that may
arise out of Intervoice’s observance of the terms of any such domestic relations order.



     Section 15.5 Withholding Taxes. The Company shall be entitled to deduct from any
payment made under the Plan, regardless of the form of such payment, the amount of all applicable
income and employment taxes required by law to be withheld with respect to such payment, may
require the Participant to pay to the Company such withholding taxes prior to and as a condition of
the making of any payment or the issuance or delivery of any shares of Common Stock under the Plan,
and shall be entitled to deduct from any other compensation payable to the Participant any
withholding obligations with respect to Awards. In accordance with any applicable administrative
guidelines it establishes, the Committee may allow a Participant to pay the amount of taxes
required by law to be withheld from or with respect to an Award by (a) withholding shares of Common
Stock from any payment of Common Stock due as a result of such Award, or (b) permitting the
Participant to deliver to the Company previously acquired shares of Common Stock, in each case
having an aggregate Fair Market Value equal to the amount of such required withholding taxes. No
payment shall be made and no shares of Common Stock shall be issued pursuant to any Award unless
and until the applicable tax withholding obligations have been satisfied.



     Section 15.6 No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Award granted hereunder, provided that the
Committee in its sole discretion may round fractional shares down to the nearest whole share or
settle fractional shares in cash.



     Section 15.7 Notices. All notices required or permitted to be given or made under the
Plan or pursuant to any Award Agreement (unless provided otherwise in such Award Agreement) shall
be in writing and shall be deemed to have been duly given or made if (a) delivered personally, (b)
transmitted by first class registered or certified United States mail, postage prepaid, return
receipt requested, (c) sent by prepaid overnight courier service, or (d) sent by telecopy or
facsimile transmission, with confirmation receipt, to the person who is to receive it at the
address that such person has theretofore specified by written notice delivered in accordance
herewith. Such notices shall be effective (i) if delivered personally or sent by courier service,
upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after
deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if
sent by telecopy or facsimile transmission, when the answer back is received. Intervoice or a
Participant may change, at any time and from time to time, by written notice to the other, the
address that it or such Participant had theretofore specified for receiving notices. Until such
address is changed in accordance herewith, notices hereunder or under an Award Agreement shall be
delivered or sent (A) to a Participant at his address as set forth in the records of the Company or
(B) to Intervoice at the principal executive offices of Intervoice clearly marked “Attention:
General Counsel.”



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     Section 15.8 Compliance with Law and Stock Exchange or Association Requirements. In
addition, it is the intent of Intervoice that Options designated as Incentive Stock Options comply
with the applicable provisions of Section 422 of the Code, and that Awards intended to constitute
“qualified performance-based awards” comply with the applicable provisions of Section 162(m) of the
Code, and that any deferral of the receipt of the payment of cash or the delivery of shares of
Common Stock that the Committee may permit or require, and any Award granted that is subject to
Section 409A of the Code, comply with the requirements of Section 409A of the Code and regulations
thereunder. To the extent that any legal requirement of Section 16 of the Exchange Act or Sections
422, 162(m) or 409A of the Code (or related regulations) as set forth in the Plan ceases to be
required under Section 16 of the Exchange Act or Sections 422, 162(m) or 409A of the Code, as
applicable, that Plan provision shall cease to apply. Any provision of this Plan to the contrary
notwithstanding, the Committee may revoke any Award if it is contrary to law, governmental
regulation, or stock exchange or association requirements or modify an Award to bring it into
compliance with any government regulation or stock exchange or association requirements. The
Committee may agree to limit its authority under this Section.



     Section 15.9 Binding Effect. The obligations of Intervoice under the Plan shall be
binding upon any successor corporation or organization resulting from the merger, consolidation or
other reorganization of Intervoice, or upon any successor corporation or organization succeeding to
all or substantially all of the assets and business of Intervoice. The terms and conditions of the
Plan shall be binding upon each Participant and his Permitted Transferees, heirs, legatees,
distributees and legal representatives.



     Section 15.10 Severability. If any provision of the Plan or any Award Agreement is
held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of the Plan or such agreement, as the case may be, but such provision shall be
fully severable and the Plan or such agreement, as the case may be, shall be construed and enforced
as if the illegal or invalid provision had never been included herein or therein.



     Section 15.11 No Restriction of Corporate Action. Nothing contained in the Plan shall
be construed to prevent Intervoice or any Affiliate from taking any corporate action (including any
corporate action to suspend, terminate, amend or modify the Plan) that is deemed by Intervoice or
such Affiliate to be appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Awards made or to be made under the Plan. No Participant or
other person shall have any claim against Intervoice or any Affiliate as a result of such action.



     Section 15.12 Governing Law. The Plan shall be governed by and construed in
accordance with the internal laws (and not the principles relating to conflicts of laws) of the
State of Texas except as superseded by applicable federal law.



     Section 15.13 No Right, Title or Interest in Company Assets. No Participant shall
have any rights as a stockholder of Intervoice as a result of participation in the Plan until the
date of issuance of Common Stock in his name and, in the case of Restricted Stock, unless and until
such rights are granted to the Participant pursuant to the Plan. To the extent any person acquires
a right to receive payments from the Company under the Plan, such rights shall be no greater than
the rights of an unsecured general creditor of the Company, and such person shall not have any
rights in or against any specific assets of the Company. All Awards shall be unfunded.



     Section 15.14 Risk of Participation. Nothing contained in the Plan shall be construed
either as a guarantee by Intervoice or its Affiliates, or their respective stockholders, directors,
officers or employees, of the value of any assets of the Plan or as an agreement by Intervoice or
its Affiliates, or their respective stockholders, directors, officers or employees, to indemnify
anyone for any losses, damages, costs or expenses resulting from participation in the Plan.



     Section 15.15 No Guarantee of Tax Consequences. No person connected with the Plan in
any capacity, including without limitation Intervoice and its Affiliates and their respective
directors, officers, agents and employees, makes any representation, commitment or guarantee that
any tax treatment, including without limitation federal, state and local income, estate and gift
tax treatment, will be applicable with respect to any Awards or payments thereunder made to or for
the benefit of a Participant under the Plan or that such tax treatment will apply to or be
available to a Participant on account of participation in the Plan.



     Section 15.16 Continued Employment or Service. Nothing contained in the Plan or in
any Award Agreement shall confer upon any Participant the right to continue in the employ or
service of the Company, or interfere in any way with the rights of the Company to terminate a
Participant’s employment or service at any time, with or without cause. The loss of existing or
potential profit in Awards will not constitute an element of damages in



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the event of termination of employment or service for any reason, even if the termination is in
violation of an obligation of Intervoice or an Affiliate to the Participant.



     Section 15.17 Miscellaneous. Headings are given to the articles and sections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction of the Plan or any provisions hereof. The use of the
masculine gender shall also include within its meaning the feminine. Wherever the context of the
Plan dictates, the use of the singular shall also include within its meaning the plural, and vice
versa.



          IN WITNESS WHEREOF, this 2007 Stock Incentive Plan has been executed as of the Effective Date.



	 	 	 	 	 	 	 
	 	 	INTERVOICE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 






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