ex10_37.htm


    
      

    

     

    EXHIBIT
      10.37

    
       

      INTERACTIVE
        INTELLIGENCE, INC.

       

      NON-EMPLOYEE
        DIRECTOR STOCK OPTION AGREEMENT

       

      UNDER
        2006 EQUITY INCENTIVE PLAN

       

        This
        Agreement (“Agreement”), effective as of the ____ day of ______________, 20__
        (“Grant Date”), is by and between Interactive Intelligence, Inc. (“Company”) and
        _____________ (“Grantee”).

       

        The
        Grantee now serves the Company as a Non-Employee Director, and in recognition
        of
        the Grantee’s valued services, the Company, through the Committee, desires to
        provide an opportunity for the Grantee to increase his or her stock ownership
        in
        the Company pursuant to the provisions of the Interactive Intelligence, Inc.
        2006 Equity Incentive Plan (the “Plan”).

       

        In
        consideration of the terms and conditions of this Agreement and the Plan,
        the
        terms of which are incorporated as a part of this Agreement, the parties
        agree
        as follows:

       

      1.  Grant
        of Option.  As of the date indicated above, the Company hereby
        grants to the Grantee the right and option (“Option”) to purchase all or any
        part of an aggregate of ______________ Shares.

       

      2.  Non-Qualified
        Status.  This Option is a nonqualified stock option and is not
        intended to qualify as an incentive stock option under Code Section
        422.

       

      3.  Exercise
        Price.  The Exercise Price of each Share covered by this Option is
        $__________ per Share.

       

      4.  Vesting
        of Option.  Subject to the terms of the Plan and this Agreement,
        including paragraph 5 and 8 below, this Option shall become exercisable as
        to
        _________ [insert fraction, such as 1/4] of the Shares
        on a cumulative basis, on each of the __________________ [insert
        anniversary dates, such as first, second, third and fourth]
        anniversaries of the Grant Date (time-based vesting (graded));

       

      5.  Term
        of Option.  This Option expires at the close of business on
        __________ ___, 20___ (not to exceed ten years from the Grant Date), unless
        it
        expires earlier pursuant to the following rules:

       

      (a)  Upon
        termination of the Grantee’s employment or service for Cause, this Option will
        terminate immediately and the Grantee will (if the Committee, in its sole
        discretion, exercises its rights under this section within ten (10) days
        of the
        termination) repay to the Company within ten (10) days of the Committee’s
        written demand the amount of any gain the Grantee had realized upon any exercise
        within the 90-day period prior to the termination of this Option;

       

      (b)  Upon
        termination of the Grantee’s employment or service due to death or Disability,
        the Grantee or the Grantee’s beneficiary, as the case may be, may exercise this
        Option to the extent the Grantee was entitled to exercise this Option on
        the
        date of termination, but only within the one (1)-year period immediately
        following the Grantee’s termination due to death or Disability, and in no event
        after the date this Option expires in accordance with its terms;
        and

       

      (c)  Upon
        termination by the Company of the Grantee’s employment or service without Cause,
        or upon termination of employment or service by the Grantee for a reason
        other
        than death or Disability, or upon the Grantee’s Retirement, the Grantee may
        exercise this Option to the extent that the Grantee was entitled to exercise
        this Option at the date of termination, but only within the one (1) month
        period
        immediately following the Grantee’s termination, and in no event after the date
        this Option expires in accordance with its terms.

       

      6.  Exercise.  The
        Grantee may exercise this Option, to the extent vested, by delivering a written
        notice to the Company, specifying the number of Shares for which he or she
        is
        exercising the Option, and specifying the method of payment for the Exercise
        Price. The Grantee may pay the Exercise Price by any of the following
        means:

       

      (a)  in
        cash
        or its equivalent;

       

      (b)  by
        tendering (either actually or constructively by attestation) Shares having
        an
        aggregate Fair Market Value at the time of exercise equal to the Exercise
        Price
        that the Grantee has held for at least __________ (___) months;

       

      (c)  Cashless
        Exercise; or

       

      (d)  by
        a
        combination of any of the permitted methods of payment in subparagraphs (a),
        (b), and (c) above.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.  Non-Assignability.  Except
        as provided in the Plan or this Agreement, this Option is not assignable
        or
        transferable by the Grantee otherwise than by will or by the laws of descent
        and
        distribution and is exercisable, during the Grantee’s lifetime, only by the
        Grantee or his or her guardian or legal representative.

       

      8.  Change
        in Control.  If the Grantee is serving as a Non-Employee Director
        upon the occurrence of a Change in Control, and the Grantee's service is
        terminated, for whatever reason, in connection therewith, this Option will
        vest
        on a pro rata monthly basis, including full credit for partial months elapsed;
        provided,however, that for purposes of determining the vested
        portion of this Option, the Grantee shall be credited with one additional
        month
        of service for each month of service completed by the Grantee, up to a maximum
        of 24 additional months of service credit.

       

      9.  Withholding.
        Prior to the delivery of any Shares pursuant to this Option, the Company
        has
        the right and power to deduct or withhold, or require the Grantee to remit
        to
        the Company, an amount sufficient to satisfy all applicable tax withholding
        requirements. The Company may permit or require the Grantee to satisfy all
        or
        part of the tax withholding obligations in connection with this Option by
        (a)
        having the Company withhold otherwise deliverable Shares, or (b) delivering
        to
        the Company Shares already owned for a period of at least six (6) months
        (or
        such longer or shorter period as may be required to avoid a charge to earnings
        for financial accounting purposes), in each case having a value equal to
        the
        amount to be withheld, which shall not exceed the amount determined by the
        applicable minimum statutory tax withholding rate (or such other rate as
        will
        not result in a negative accounting impact). For these purposes, the value
        of
        the Shares to be withheld or delivered will be equal to the Fair Market Value
        as
        of the date that the taxes are required to be withheld.

       

      10.  Notices.  All
        notices and other communications required or permitted under this Agreement
        shall be written and delivered personally or sent by registered or certified
        first-class mail, postage prepaid and return receipt required, addressed
        as
        follows: if to the Company, to the Company’s executive offices in Indianapolis,
        Indiana, and if to the Grantee or his or her successor, to the address last
        furnished by the Grantee to the Company. Notwithstanding the foregoing, though,
        the Company may authorize notice by any other means it deems desirable or
        efficient at a given time, such as notice by facsimile or electronic
        mail.

       

      11.  No
        Service Rights.  Neither the Plan nor this Agreement confers upon
        the Grantee any right to continue in the service of the Company or interferes
        in
        any way with the right of the Company to terminate the Grantee’s service at any
        time.

       

      12.  Defined
        Terms.  All of the defined terms, or terms that begin with capital
        letters and have a special meaning for purposes of this Agreement, have the
        meaning ascribed to them in this Agreement. All defined terms to which this
        Agreement does not ascribe a meaning have the meaning ascribed to them in
        the
        Plan.

       

      13.  Plan
        Controlling.  The terms and conditions set forth in this Agreement
        are subject in all respects to the terms and conditions of the Plan, which
        are
        controlling. All determinations and interpretations of the Committee are
        binding
        and conclusive upon the Grantee and his or her legal representatives. The
        Grantee agrees to be bound by the terms and provisions of the Plan.

       

      


       

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      IN
        WITNESS WHEREOF, the Company and the
        Grantee have executed this Agreement as of the date first above
        written.

      


      
        	
                 

              
	[GRANTEE
                SIGNATURE] 
	 
	
                Print
                  Name:

              	 
	
                 

              
	 
	INTERACTIVE
                INTELLIGENCE, INC.
	 
	
                By:

              	 
	 	 
	
                Print
                  Name:

              	 
	 	 
	
                Title: