AMENDMENT NO. 1 TO THE BOARD REPRESENTATION AND GOVERNANCE AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO
THE BOARD REPRESENTATION AND
GOVERNANCE AGREEMENT
THE BOARD REPRESENTATION AND
GOVERNANCE AGREEMENT
This AMENDMENT NO. 1 (the “Amendment”) to the Board Representation and Governance Agreement
(the “Board Representation and Governance Agreement”), dated as of June 22, 2007, by and between
Intervoice, Inc., a Texas corporation (the “Company” or “Intervoice”) and Xxxxx X. Xxxxxxxxxxx, a
natural person residing in the State of Florida (“Xxxxx Xxxxxxxxxxx”), is being entered into as of
July 1, 2007.
WHEREAS, on July 1, 2007, Xxxxxx X. Xxxxxxx resigned as a member of the Company’s Board of
Directors (the “Company Board”) and any committee thereof, indicated that he no longer wished to
stand for election to the Company Board at the Company’s 2007 Annual Meeting of Shareholders
(including any adjournments, reschedulings, continuations or postponements thereof, the “Annual
Meeting”) and requested the Company Board to withdraw his nomination for such election;
WHEREAS, on July 1, 2007, Xxxxxxx X. Xxxxxxx was appointed to the Company Board to fill the
vacancy created by such resignation and, concurrently with such appointment, was named to the
Compensation Committee and the Finance and Strategic Planning Committee of the Board and was named
Vice Chairman of the Board;
WHEREAS, on July 1, 2007, the Company Board nominated Xx. Xxxxxxx to stand for election as a
director of the Company at the Annual Meeting; and
WHEREAS, Intervoice and Xxxxx Xxxxxxxxxxx desire to amend the Board Representation and
Governance Agreement to provide that Xx. Xxxxxxx is no longer a Xxxxxxxxxxx Nominee and has been
replaced for all purposes by Xx. Xxxxxxx;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
Section 1. Definitions; References. Unless otherwise specifically defined herein,
each term used herein shall have the meaning assigned to such term in the Board Representation and
Governance Agreement. Each reference to “hereof”, “herein”, “hereunder”, “hereby” and “this
Agreement” shall from and after the date hereof refer to the Board Representation and Governance
Agreement as amended by this Amendment.
Section 2. Xxxxxxxxxxx Nominees. Section 2.1(a) of the Board Representation and
Governance Agreement is hereby amended to provide that “Xxxxxxxxxxx Nominees” shall mean Xxxxx X.
Xxxxxxxxxxx, Xxxxxxx X. Xxxxxx
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and Xxxxxxx X. Xxxxxxx (the “Replacement Xxxxxxxxxxx Nominee”). All references to Xxxxxx X.
Xxxxxxx in the Board Representation and Governance Agreement shall be amended to be deemed
references to the Replacement Xxxxxxxxxxx Nominee.
Section 3. No Further Amendment. Except as otherwise provided herein, the Board
Representation and Governance Agreement shall remain unchanged and in full force and effect.
Section 4. Effect of Amendment. From and after the execution of this Amendment by the
parties hereto, any references to the Board Representation and Governance Agreement shall be deemed
a reference to the Board Representation and Governance Agreement as amended hereby.
Section 5. Governing Law. This Amendment shall be governed by, enforced under and
construed in accordance with the laws of the State of Texas, without giving effect to any choice or
conflict of law provision or rule thereof or of any other jurisdiction.
Section 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 7. Descriptive Headings. The descriptive headings herein are inserted for
convenience of reference only and shall in no way be construed to define, limit, describe, explain,
modify, amplify, or add to the interpretation, construction or meaning of any provision of, or
scope or intent of, this Amendment or the Board Representation and Governance Agreement nor in any
way affect this Amendment or the Board Representation and Governance Agreement.
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be signed by its duly
authorized officer as of the date first above written.
INTERVOICE, INC.
By:
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/s/ Xxxxxx X. Xxxxxxx | |||
Name:
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Xxxxxx X. Xxxxxxx | |||
Title:
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President and Chief Executive Officer | |||
/s/
Xxxxx X. Xxxxxxxxxxx |
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| Xxxxx X. Xxxxxxxxxxx | ||||
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