<PAGE> 1
EXHIBIT 10.2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement effective as of July 1,
2000 by and between InterVoice-Brite, Inc., a Texas corporation formerly known
as InterVoice, Inc. with its principal executive offices at 17811 Waterview
Parkway, Dallas, Texas 75252 (the "Company") and Rob-Roy J. Graham (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 (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, 2001, 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 2001" and
(ii) for the Company's fiscal year ending February 28, 2002, with
reference to the increase or decrease in the Company's earnings per
share between such fiscal year and the greater of $.31 or the
Company's earnings per share for the immediately preceding fiscal year
as set forth in the table below entitled "Applicable EPS Bonus
Percentage: Fiscal 2002":
APPLICABLE EPS BONUS PERCENTAGE: FISCAL 2001
<TABLE>
<CAPTION>
Applicable EPS
Earnings per Share Bonus Percentage
------------------ ----------------
<S> <C>
$0.51 or more 50%
$0.41 to $0.50 40%
$0.32 to $0.40 30%
$0.31 25%
$0.21 to $0.30 15%
$0.20 or less 0%
</TABLE>
1
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APPLICABLE EPS BONUS PERCENTAGE: FISCAL 2002
<TABLE>
<CAPTION>
Increase or Decrease in Earnings
per Share in Applicable Fiscal Applicable EPS
Year Compared to Prior Fiscal Year Bonus Percentage
---------------------------------- ----------------
<S> <C>
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%
</TABLE>
"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, 2001, 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 2001" and
(ii) for the Company's fiscal year ending February 28, 2002, with
reference to the increase or decrease in the Company's total revenues
between such fiscal year and the greater of $305,000,000 or the
Company's total revenues for the immediately preceding fiscal year as
set forth in the table below entitled "Applicable Revenue Bonus
Percentage: Fiscal 2002":
APPLICABLE REVENUE BONUS PERCENTAGE: FISCAL 2001
<TABLE>
<CAPTION>
Applicable Revenue
Total Revenue Bonus Percentage
------------- ------------------
<S> <C>
$384,000,000 or more 50%
$337,000,000 to $383,999,999 40%
$306,000,000 to $336,999,999 30%
$305,000,000 to $305,999,999 25%
$295,000,000 to $304,999,999 15%
$294,999,999 or less 0%
</TABLE>
APPLICABLE REVENUE BONUS PERCENTAGE: FISCAL 2002
<TABLE>
<CAPTION>
Increase or Decrease in Revenues
in Applicable Fiscal Year Applicable Revenue
Compared to Prior Fiscal Year Bonus Percentage
-------------------------------- ------------------
<S> <C>
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%
</TABLE>
2
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2. Paragraph 3 of the Agreement captioned "Term" is hereby
amended in its entirety to read as follows:
3. Term
The initial term of this Agreement shall be from
September 1, 1998 until February 28, 2002 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, 2002,
unless either the Employee or the Company gives written notice
to the other six months or more prior to February 28, 2002.
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 $225,000 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 First Amendment are hereby
ratified in their entirety and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First
Amendment to the Agreement on August __, 2000, and such First Amendment
is effective July 1, 2000.
INTERVOICE-BRITE, INC.
By: /s/ DAVID W. BRANDENBURG
-------------------------------
Name: David W. Brandenburg
-----------------------------
Title: Chief Executive Officer
----------------------------
EMPLOYEE:
/s/ ROB-ROY J. GRAHAM
----------------------------------
ROB-ROY J. GRAHAM
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