EXHIBIT 10.2
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement effective as of March 1,
2001 by and between InterVoice-Brite, Inc., a Texas corporation formerly known
as InterVoice, Inc. with its principal executive offices at 00000 Xxxxxxxxx
Xxxxxxx, Xxxxxx, Xxxxx 00000 (the "Company") and Xxx-Xxx X. Xxxxxx (the
"Employee").
WITNESSETH:
WHEREAS, the Employee is presently employed by the Company pursuant to
that certain Employment Agreement dated as of September 1, 1998 between the
Company and the Employee (as heretofore amended the "Agreement"); and
WHEREAS, Employee and the Company desire to amend certain terms of the
Agreement to, among other things, extend the term of the Agreement and adjust
his compensation.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the terms and
conditions hereinafter set forth, the parties hereto agree as follows:
1. In Paragraph 1 of the Agreement captioned "Definitions" the
definitions of "Applicable EPS Bonus Percentage" and "Applicable Revenue Bonus
Percentage" are amended in their entirety to read as follows:
"Applicable EPS Bonus Percentage" means the percentage set
forth in the right hand column below as determined (i) for the
Company's fiscal year ending February 28, 2002, with reference to the
Company's earnings per share for such fiscal year as set forth in the
table below entitled "Applicable EPS Bonus Percentage: Fiscal 2002" and
(ii) for the Company's fiscal year ending February 28, 2003, with
reference to the increase or decrease in the Company's earnings per
share between such fiscal year and the greater of $.25, or the
Company's earnings per share for the fiscal year ending February 28,
2002, as set forth in the table below entitled "Applicable EPS Bonus
Percentage: Fiscal 2003":
APPLICABLE EPS BONUS PERCENTAGE: FISCAL 2002
Applicable EPS
Earnings per Share Bonus Percentage
------------------ ----------------
$0.58 or more 50%
$0.48 to $0.57 40%
$0.38 to $0.47 30%
$0.37 25%
$0.30 to $0.36 15%
$0.29 or less 0%
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APPLICABLE EPS BONUS PERCENTAGE: FISCAL 2003
Increase or Decrease in Earnings
per Share in Applicable Fiscal Applicable E
Year Compared to Prior Fiscal Year Bonus Percentage
---------------------------------- ----------------
40% or more increase 100%
35% through 39% increase 75%
25% through 34% increase 50%
10% through 24% increase 40%
0% through 9% increase 20%
Decrease in EPS 0%
"Applicable Revenue Bonus Percentage" means the percentage set
forth in the right hand column below as determined (i) for the
Company's fiscal year ending February 28, 2002, with reference to the
Company's total revenues for such fiscal year as set forth in the table
below entitled "Applicable Revenue Bonus Percentage: Fiscal 2002" and
(ii) for the Company's fiscal year ending February 28, 2003, with
reference to the increase or decrease in the Company's total revenues
between such fiscal year and the greater of $258,000,000 or the
Company's total revenues for the fiscal year ending February 28, 2002
as set forth in the table below entitled "Applicable Revenue Bonus
Percentage: Fiscal 2003":
APPLICABLE REVENUE BONUS PERCENTAGE: FISCAL 2002
Applicable Revenue
Total Revenue Bonus Percentage
------------- -----------------
$316,000,000 or greater 100%
$288,000,000 to $315,999,999 75%
$287,000,000 to $287,999,999 50%
$258,000,000 to $286,999,999 40%
$230,000,000 to $257,999,999 20%
$229,999,999 or less 0%
APPLICABLE REVENUE BONUS PERCENTAGE: FISCAL 2003
Increase or Decrease in Revenues
in Applicable Fiscal Year Applicable Revenue
Compared to Prior Fiscal Year Bonus Percentage
-------------------------------- ------------------
40% or more increase 100%
35% through 39% increase 75%
25% through 34% increase 50%
10% through 24% increase 40%
0% through 9% increase 20%
Decrease in Revenues 0%
2. Paragraph 3 of the Agreement captioned "Term" is hereby amended in
its entirety to read as follows:
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3. Term
The initial term of this Agreement shall be from September 1
1998 until February 28, 2003 unless sooner terminated in accordance
with the provisions herein regarding termination. Subject to earlier
termination as provided herein, the initial term of this Agreement
shall be automatically extended for one (1) year from March 1, 2003
through February 28, 2004, unless either the Employee or the Company
gives written notice of its intention not to renew this Agreement to
the other six months or more prior to February 28, 2003.
3. Paragraph 4(a) of the Agreement captioned "Base Salary" is
hereby amended in its entirety to read as follows:
4(a) Base Salary. For all services rendered by the Employee
under this Agreement, the Company shall pay the Employee
a base salary of $255,375.19 per year. Such salary shall
be payable in equal monthly installments in accordance
with the customary payroll policies of the Company in
effect at the time such payment is made, or as otherwise
mutually agreed upon. Effective as of March 1 of each
year during the term hereof, the Compensation Committee
of the Company shall review Employee's performance for
the prior fiscal year and make such adjustments in base
salary from time to time at their discretion as the
Employee and the Company may agree.
4. All of the provisions of the Agreement not specifically
amended, deleted or modified by this Second Amendment are hereby ratified in
their entirety and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to
the Agreement as of October 31, 2001, and such Second Amendment is effective
March 1, 2001.
INTERVOICE-BRITE, INC.
By: /s/ XXXXX X. XXXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxxx
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Title: Chairman, Chief Executive Officer and President
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EMPLOYEE:
/s/ XXX-XXX X. XXXXXX
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XXX-XXX X. XXXXXX
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