Exhibit 10.1
AMENDMENT NO. 2 TO
THE BOARD REPRESENTATION AND
GOVERNANCE AGREEMENT
This AMENDMENT NO.2 (the “
Amendment ”) to the Board Representation and
Governance Agreement (the “ Governance Agreement
”), dated as of June 22, 2007, as amended by Amendment
No.1 to the Governance Agreement, dated as of July 1, 2007, by
and between Intervoice, Inc., a Texas corporation (the “
Company ” or “ Intervoice ”) and
David W. Brandenburg, a natural person residing in the State of
Florida (“ David Brandenburg ”), is being
entered into as of July 15, 2008.
RECITALS:
WHEREAS, the Company, Convergys
Corporation, an Ohio corporation (“ Parent ”),
and Dialog Merger Sub, Inc., a Texas corporation and a wholly-owned
subsidiary of Parent (“ Merger Sub ”), are
entering into an Agreement and Plan of Merger (the “
Merger Agreement ”) dated as of the date hereof,
pursuant to which Merger Sub will merge into the Company (the
“ Merger ”).
WHEREAS, the Merger Agreement
provides that, among other things, the Company will amend the
Governance Agreement.
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 Governance Agreement. Each reference to “hereof”,
“herein”, “hereunder”, “hereby”
and “this Agreement” shall from and after the date
hereof refer to the Governance Agreement as amended by this
Amendment.
Section 2. Amendment to
Section 1.2 . The definition of
