EXHIBIT 10.46B
SECOND AMENDMENT TO RESTATED
EMPLOYMENT AGREEMENT
This Second Amendment to Restated
Employment Agreement (this “Second Amendment”) is made
and entered into on the 19th day of February, 2008, among CSG
SYSTEMS INTERNATIONAL, INC. (“CSGS”), a Delaware
corporation, CSG SYSTEMS, INC. (“Systems”), a Delaware
corporation, and ROBERT M. SCOTT (the “Executive”). CSG
and Systems collectively are referred to in this Second Amendment
and in the Restated Employment Agreement as the
“Companies”.
* * *
WHEREAS, the Companies and the
Executive entered into a Restated Employment Agreement dated May
29, 2008 (the “Restated Employment
Agreement”);
WHEREAS, the Companies and the
Executive entered into a First Amendment to Restated Employment
Agreement dated August 19, 2008 (the “First Amendment to
Restated Employment Agreement”); and
WHEREAS, the Companies and the
Executive desire to amend the Restated Employment Agreement, as
previously amended by the First Amendment to Restated Employment
Agreement, as set forth in this Second Amendment;
NOW, THEREFORE, in consideration of
the foregoing recitals and the agreements of the parties contained
in this Second Amendment, the Companies and the Executive agree as
follows:
1. Effective immediately, Paragraph
1 of the Restated Employment Agreement hereby is amended in its
entirety so as to read as follows:
“1. Employment and
Duties . Each of the Companies hereby employs the Executive as
an Executive Vice President throughout the term of this agreement
and agrees to cause the Executive from time to time to be elected
or appointed to such corporate offices or positions. The duties and
responsibilities of the Executive shall include the duties and
responsibilities of the Executive’s corporate offices and
positions referred to in the preceding sentence which are set forth
in the respective bylaws of the Companies from time to time and
such other duties and authorities consistent with the
Executive’s corporate offices and positions referred to in
the preceding sentence and this agreement which the Board of
Directors of CSGS (the “Board”) or the Chief Executive
Officer of CSGS from time to time may assign to the Executive. If
the Executive is elected or appointed as a director of CSGS or
Systems or as an officer or director of any of the respective
subsidiaries of the Companies during the term of this agreement,
then he shall also serve in such capacity or capacities but without
additional compensation.”
2. Effective immediately, Paragraph
10(d) of the Restated Employment Agreement hereby is amended in its
entirety so as to read as follows:
“(d) Termination Without
Cause Prior to a Change of Control . If, prior t
