Exhibit 10.15


    Exhibit
      10.15

     

    


     

    EMPLOYMENT,
      NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

     

    This
      EMPLOYMENT, NON-DISCLOSURE NON-COMPETITION AGREEMENT (this “Agreement”) is made
      and entered into as of June 26, 2006 (the “Effective Date”), by and between
      INTERACTIVE INTELLIGENCE, INC., an Indiana corporation having its principal
      place of business in Indianapolis, Indiana ("Interactive"), and Melinda Marshall
      (“Employee”).

     

    Recitals

     

    A.
        For
      purposes of this Agreement, the term the
      “Company” means Interactive and/or each of its direct or indirect subsidiaries
      (including, without limitation, Vonexus, Inc.) and/or any affiliate entity
      in
      which Interactive directly or indirectly owns a controlling interest or that
      Interactive otherwise controls provided that Employee is employed by, provides
      services for the benefit of, or receives or has access to confidential
      information concerning such subsidiary or affiliate at any time from the date
      of
      this Agreement until Employee is no longer employed with any Interactive-related
      entity.

     

    B.
        Employee
      desires to be employed or to continue to be employed by the Company. The Company
      desires to employ or to continue to employ Employee provided it is afforded
      the
      protections of this Agreement. In the course of Employee’s employment by the
      Company, Employee (i) will have access to and will acquire certain trade secrets
      and confidential information of the Company, (ii) may create inventions,
      developments or works relating to the Company’s business and (iii) will
      help develop and maintain goodwill with the Company’s customers.

     

    C.
        To
      induce
      the Company to employ or to continue to employ Employee and give Employee access
      to certain of the Company’s trade secrets, confidential information and customer
      relationships, Employee is willing to enter into this Agreement for the
      protection of the Company’s trade secrets, confidential information,
      intellectual property and goodwill.

     

    Agreement

     

    In
      consideration of the foregoing recitals, the Company’s employment of Employee,
      and the promises and covenants contained in this Agreement, Interactive and
      Employee agree as follows:

     

    1.
        Employment.
      Pursuant
      to the terms and conditions of this Agreement, the Company agrees to employ
      Employee and Employee agrees to be employed by the Company for a period
      commencing on the Effective Date and continuing until terminated by either
      party. Employee will serve initially in the position designated in the Initial
      Position, Compensation and Benefits Schedule attached hereto as Schedule A
      ("Schedule A") and will have those duties and responsibilities that the Company
      assigns to Employee from time to time. The Company shall have the right in
      its
      sole discretion to assign Employee a different position or title, or new or
      different duties and responsibilities, during Employee's employment with the
      Company. 

     

    2.
        Compensation.
      As
      remuneration for all services to be rendered by Employee during Employee's
      employment under this Agreement, and as consideration for complying with the
      covenants herein, the Company will pay and provide to Employee the
      following:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    a.
        Salary.
      During
      Employee's employment, the Company shall pay Employee a salary or other base
      rate compensation. Employee's initial salary or other base rate compensation
      as
      of the Effective Date is set forth in Schedule A. The Company and Employee
      acknowledge and agree that the Company, in its sole discretion, may adjust
      the
      amount of Employee's salary or other base rate compensation (or any other
      elements of compensation) from time to time during Employee's employment with
      the Company. The salary or base rate compensation shall be paid to Employee
      consistent with the customary payroll practices of the Company.

     

    b.
        Benefits.
      During
      Employee's employment, Employee will be entitled to participate in the Company's
      employee benefit plans to which other employees of the Company are generally
      entitled to participate; provided, however, Employee's entitlement to
      participate in such benefit plans is subject to the eligibility requirements
      and
      other provisions of such benefit plans. The employee benefit plans in which
      Employee will initially be entitled to participate, subject to the eligibility
      requirements and other provisions of such plans, are identified in Schedule
      A.
      Employee understands and agrees that the Company, in its sole discretion, may
      change, amend or discontinue any of its employee benefit plans or programs
      at
      any time during Employee's employment with the Company, and nothing contained
      in
      this Agreement shall obligate the Company to institute, maintain or refrain
      from
      changing, amending or discontinuing any benefit plan or program.

     

    3.
        Termination.
      The
      Company and Employee acknowledge and agree that Employee's employment is on
      an
      at-will basis, and, accordingly, either the Company or Employee may terminate
      the employment relationship at any time for any reason, or no reason, with
      or
      without cause, and with or without advance notice. This Agreement does not
      guarantee employment for any specific duration.

     

    4.
        Best
      Efforts and Duty of Loyalty.
      During
      Employee’s employment with the Company, Employee will: (a) devote
      Employee’s best efforts to the furtherance of the business of the Company;
      (b) will not engage, directly or indirectly, in any activity, employment or
      business venture, whether or not for remuneration, that is competitive with
      the
      Company’s business in any respect; and (c)  will not take any action, or
      make any omission, that deprives the Company of any business opportunities
      or
      otherwise act in a manner that conflicts with the best interest of the Company
      or is detrimental to the business of the Company. 

     

    5.
        Company
      Property.
      Employee
      acknowledges and agrees that all tangible materials, equipment, documents,
      copies of documents, data compilations (in whatever form), and electronically
      created or stored materials that Employee receives or makes in the course of
      Employee’s employment with the Company are and shall remain the property of the
      Company, and Employee shall immediately return such property to the Company
      upon
      the Company’s request or upon termination of Employee’s employment with the
      Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    6.
        Intellectual
      Property.

     

    a.
        As
      used
      in this Agreement, the term “Inventions” means any and all discoveries,
      inventions, developments, concepts, ideas and improvements related to Company’s
      business, actual or contemplated, whether patentable or not, including, but
      not
      limited to, business processes and methods, product concepts, product line
      extensions, new product formulations as well as improvements to any of the
      foregoing or know-how related thereto. All Inventions made or conceived by
      Employee, either solely or jointly with others, during Employee’s employment by
      the Company, which are (1) related to the Company’s present business or future
      business which the Company had under consideration while Employee was employed
      by the Company, or (2) made by Employee in the course of Employee’s
      employment or with the use of the Company’s facilities, materials or personnel,
      and whether patented or not, are solely the property of the Company. Employee
      will, without royalty or other consideration: (i) inform the Company promptly
      and fully of such Inventions by written reports, setting forth in detail the
      procedures employed and the results achieved, (ii) assign, and does hereby
      assign, to the Company all Employee’s right, title and interest in and to such
      Inventions and applications for United States and foreign Letters Patent, any
      United States and foreign Letters Patent and renewals thereof granted upon
      such
      Inventions, (iii) assist the Company or its nominees, at the expense of the
      Company, to obtain such United States and foreign Letters Patent for such
      Inventions as the Company may elect and (iv) execute, acknowledge and deliver
      to
      the Company at its expense such written documents and instruments and do such
      other acts as may be necessary in the opinion of the Company to obtain and
      maintain United States and foreign Letters Patent upon such Inventions and
      to
      vest the entire right and title thereto in the Company and to confirm the
      complete ownership by the Company of such Inventions.

     

    b.
        As
      used
      in this Agreement, “Works” means all works of authorship fixed in a tangible
      medium of expression by Employee which are made during Employee’s employment by
      the Company and which (1) are made by Employee during the course of or which
      result from Employee’s employment by the Company, or (2) relate to the Company’s
      present business or future business which the Company had under consideration
      while Employee was employed by the Company including, but not limited to, flow
      charts, algorithms, computer programs, computer source codes and object codes,
      notes, drawings, memoranda, correspondence, documents, records and notebooks.
      All Works created by Employee are and will remain exclusively the property
      of
      the Company. Each such Work is a “work made for hire,” and the Company may file
      applications to register copyright as author thereof. To the extent such Work
      cannot be a “work made for hire” under the U.S. Copyright Act, all of Employee's
      right, title and interest in any such Work shall be and hereby is assigned
      and
      transferred to Company. Employee will do whatever reasonable acts the Company
      requests to secure or aid in securing copyright protection and will assist
      the
      Company or its nominees in filing applications to register claims or copyright
      in such Works. Except in connection with the performance of Employee's duties
      for the Company, Employee will not reproduce, distribute, display publicly
      or
      perform publicly, alone or in connection with any data processing system, any
      Works of the Company without written permission from the Company to do so.
      Upon
      the Company’s request or upon termination of Employee’s employment, Employee
      will immediately deliver to the Company all Works and copies thereof then in
      Employee’s possession or under Employee’s control.

     

    c.
        Employee
      hereby assigns and transfers to the Company any “moral” rights Employee may have
      in any Inventions or Works under any copyright, patent or other law, whether
      United States or foreign. Employee agrees to waive and never assert any such
      “moral” rights in any Inventions or Works during or after the termination of
      employment with the Company. Employee agrees that the Company and its licensees
      have sole discretion with regard to how and for what purposes, if any, any
      Inventions or Works are used or distributed

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    d.
        In
      the
      event the Company is unable, for any reason whatsoever, to secure Employee’s
      signature to any lawful or necessary documents required to apply for, prosecute,
      perfect, or assign any United States or foreign application for Letters Patent,
      trademark or copyright registration, Employee hereby irrevocably designates
      and
      appoints the Company and its duly authorized officers and agents as Employee’s
      agent and attorney in fact, to act for and on Employee’s behalf, to execute and
      file any such application and to do all other lawfully permitted acts to further
      the prosecution, issuance or assignment of Letters Patent on such Developments,
      or registrations for trademark or copyright on such Developments, with the
      same
      force and effect as if executed by Employee. Employee hereby waives and
      quitclaims to Company any and all claims, of any nature whatsoever, which
      Employee may now have or may hereafter have for infringement of any patent,
      trademark, or copyright resulting from any such application.

     

    7.
        Non-Disclosure
      of Confidential Information.
      As used
      in this Agreement, the term “Confidential Information” means any and all of the
      Company’s trade secrets, confidential and proprietary information and all other
      non-public information and data of the Company or its businesses, including,
      without limitation, lists of customers, information pertaining to customers,
      information received from customers, information pertaining to business
      partners, information received from business partners, information received
      from
      any third parties that the Company is obligated to keep confidential, marketing
      plans and strategies, information pertaining to suppliers, pricing information,
      cost information, research and development information, processes, programs,
      inventions, business plans, financial information, data compilations, personnel
      information and information about prospective customers or prospective products
      and services, whether or not reduced to writing or other tangible medium of
      expression, including work product created by Employee in rendering services
      for
      the Company. During Employee’s employment with the Company and thereafter,
      Employee will not use or disclose to others any of the Confidential Information,
      except as authorized in writing by the Company or in the performance of work
      assigned to Employee by the Company. Employee agrees that the Company owns
      the
      Confidential Information and Employee has no rights, title or interest in any
      of
      the Confidential Information. Additionally, Employee will abide by the Company’s
      policies protecting the Confidential Information. At the Company’s request or
      upon termination of Employee’s employment with the Company, Employee will
      immediately deliver to the Company any and all materials (including copies
      and
      electronically stored data) containing any Confidential Information in
      Employee’s possession, custody or control. Upon termination of Employee’s
      employment with the Company for any reason, Employee will, if requested by
      the
      Company, provide the Company with a sworn written statement disclosing whether
      Employee has returned to the Company all materials (including all copies and
      electronically stored data) containing any Confidential Information previously
      in Employee’s possession, custody or control. Employee’s confidentiality
      obligations shall continue as long as the Confidential Information remains
      confidential, and shall not apply to information which becomes generally known
      to the public through no fault or action of Employee or others who were under
      confidentiality obligations as to such information.

     

    8.
        Non-Competition
      Covenants. Employee
      agrees to the following non-competition covenants:

     

    a.
        During
      Employee's employment with the Company and for a period of twelve (12) months
      immediately after the termination of such employment, Employee will not provide,
      sell, market, assist in the provision, selling or marketing of, or attempt
      to
      provide, sell or market any Competing Products/Services to any of the Company’s
      Customers or otherwise solicit or communicate with any of the Company’s
      Customers for the purpose of selling, providing or servicing or attempting
      to
      sell, provide or service any Competing Products/Services. For purposes of this
      Agreement, the term “Competing Products/Services” means products and/or services
      that are similar to and competitive with the products and/or services that
      are
      offered, sold or provided by the Company at the time of the termination of
      Employee’s employment with the Company or within twenty-four (24) months
      immediately prior to such termination. For purposes of this Agreement, the
      term
“Company’s Customers” means any person or entity to whom the Company sold or
      provided any products and/or services at any time during the twenty-four (24)
      months immediately preceding the termination of Employee’s employment with the
      Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    b.
        During
      Employee's employment with the Company and for a period of eighteen (18) months
      immediately after the termination of such employment, Employee will not provide,
      sell, market, assist in the provision, selling or marketing of, or attempt
      to
      provide, sell or market any Competing Products/Services to any of the Company's
      Customers to whom Employee made (or assisted in) sales or provided (or assisted
      in the provision of) services on behalf of the Company, with whom Employee
      had
      business contact on behalf of the Company, for whom Employee had any sales
      or
      service or product responsibility (including without limitation any supervisory
      or managerial responsibility) on behalf of the Company or about whom Employee
      acquired or had access to any Confidential Information concerning the Company’s
      business with such customer at any time during the twenty-four (24) months
      immediately preceding the termination of Employee's employment with the Company,
      or otherwise solicit or communicate with any such customers for the purposes
      of
      selling, providing or servicing any Competing Products/Services. 

     

    c.
        During
      Employee's employment with the Company and for a period of twelve (12) months
      immediately after the termination of such employment, Employee will not provide,
      sell, market, assist in the provision, selling or marketing of, or attempt
      to
      provide, sell or market any “Competing Products/Services” to any of the
      Company’s “Active Prospects,” or otherwise solicit or communicate with any of
      the Company’s “Active Prospects” for the purpose of selling or providing any
      Competing Products/Services. For purposes of this Agreement, the term “Active
      Prospects” means any potential customers with which the Company has communicated
      and (1) to which the Company has submitted a proposal or quote for the sale
      or provision of goods or services, (2) for whom the Company has begun
      formulating or preparing a proposal or quote for the sale or provision of goods
      or services or (3) for which the Company has received a response or inquiry
      requesting either a proposal, quote or additional information relating to the
      Company’s products and/or services, within the six (6) month period immediately
      preceding the termination of Employee’s employment with the
      Company.

     

    d.
        During
      Employee's employment with the Company and for a period of eighteen (18) months
      immediately after the termination of such employment, Employee will not solicit,
      recruit, hire, employ or attempt to hire or employ, or assist any person or
      entity in the recruitment or hiring of, any person who is an employee of the
      Company, or otherwise urge, induce or seek to induce any person to terminate
      his/her employment with the Company.

     

    e.
        During
      Employee's employment with the Company and for a period of eighteen (18) months
      immediately after the termination of such employment, Employee will not urge,
      induce or seek to induce any of the Company’s independent contractors,
      subcontractors, business partners, distributors, brokers, consultants, sales
      representatives, vendors or suppliers to terminate their relationship with,
      or
      representation of, the Company or to cancel, withdraw, reduce, limit or in
      any
      manner modify any such person’s or entity’s business with, or representation of,
      the Company for whatever purpose or reason.

     

    f.
        During
      Employee's employment with the Company and for a period of eighteen (18) months
      immediately after the termination of such employment, Employee will before
      commencing employment with or providing services to any other business
      enterprise, whether as an employee, independent contractor, consultant, advisor
      or otherwise: (1) notify the Company in writing of the proposed employment
      or services engagement, including the details concerning the identity of the
      business enterprise and the nature of the proposed employment or services
      engagement; and (2) notify such business enterprise of this Agreement and
      provide such business enterprise with a copy of this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    g.
        Employee
      acknowledges and agrees that the covenants contained in this Section 8
      prohibit Employee from engaging in certain activities directly or indirectly,
      whether on Employee’s own behalf or on the behalf of any other person or entity,
      and regardless the capacity in which Employee is acting, including without
      limitation as an employee, independent contractor, owner, partner or
      advisor.

     

    h.
        In
      the
      event Employee violates any of the non-competition covenants contained in this
      Section 8, the duration of all such non-competition covenants shall
      automatically be extended by the length of time during which Employee was in
      violation of any such covenant. 

     

    i.
        The
      Company and Employee agree that for purposes of the non-competition covenants
      set forth in Section 8 of this Agreement, the term “Employee’s employment
      with the Company” includes not only the period during which Employee is directly
      employed by the Company, but also any period thereafter during which Employee
      provides services to the Company in any manner whatsoever, including without
      limitation as a consultant, independent contractor or leased employee.
      Accordingly, all post-employment restrictions shall begin to run from the time
      at which Employee ceases to provide services to the Company in any manner
      whatsoever, including without limitation as an employee, consultant, independent
      contractor or leased employee.

     

    9.
        Severability;
      Reformation of Restrictions.
      The
      covenants and restrictions in this Agreement are separate and divisible, and
      to
      the extent any covenant, provision or portion of this Agreement is determined
      to
      be unenforceable or invalid for any reason, such unenforceability or invalidity
      shall not affect the enforceability or validity of the remainder of this
      Agreement. If any particular covenant, provision or portion of this Agreement
      is
      determined to be invalid or unenforceable for any reason, including, but not
      limited to, the time period, geographic area and/or scope of activity covered
      by
      any non-competition covenant, such covenant, provision or clause shall
      automatically be deemed reformed such that the contested covenant, provision
      or
      portion will have the closest effect permitted by applicable law to the original
      form and shall be given effect and enforced as so reformed to whatever extent
      would be reasonable and enforceable under applicable law. The Company and
      Employee agree that any court interpreting any non-competition or non-disclosure
      provision of this Agreement shall, if necessary, reform any such provision
      to
      make it enforceable under applicable law.

     

    10.
        Remedies.
      Employee
      recognizes that a breach or threatened breach by Employee of this Agreement
      will
      give rise to irreparable injury to the Company and that money damages will
      not
      be adequate relief for such injury, and, accordingly, agrees that the Company
      shall be entitled to obtain injunctive relief, including, but not limited to,
      temporary restraining orders, preliminary injunctions and/or permanent
      injunctions, without having to post any bond or other security, to restrain
      or
      prohibit such breach or threatened breach, in addition to any other legal
      remedies which may be available, including the recovery of monetary damages
      from
      Employee. In addition to all other relief to which it shall be entitled, the
      Company shall be entitled to recover from Employee all litigation costs and
      attorneys’ fees incurred by the Company in any action or proceeding relating to
      this Agreement in which the Company prevails in any respect, including, but
      not
      limited to, any action or proceeding in which the Company seeks enforcement
      of
      this Agreement or seeks relief from Employee’s violation of this
      Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    11.
        Survival
      of Obligations.
      Employee
      acknowledges and agrees that certain of Employee’s obligations under this
      Agreement, including, without limitation, Employee’s non-disclosure and
      non-competition obligations, shall survive the termination of Employee’s
      employment with the Company, whether or not such termination is with or without
      cause or whether or not it is voluntary or involuntary. Employee further
      acknowledges and agrees that Employee’s intellectual property, non-disclosure
      and non-competition covenants set forth in Sections 6, 7 and 8 of this
      Agreement shall be construed as independent covenants and that no breach of
      any
      contractual or legal duty by the Company shall be held sufficient to excuse
      or
      terminate Employee’s obligations under Sections 6, 7 and 8 of this
      Agreement or to preclude the Company from obtaining injunctive relief for
      Employee’s violation or threatened violation of such covenants.

     

    12.
        No
      Conflicting Agreements; No Use of Others’ Trade Secrets.
      Employee
      represents and warrants to the Company that: (a) Employee’s employment by
      the Company and the performance of Employee’s employment duties will not
      constitute a breach of any agreements to which Employee is a party, including
      without limitation any employment or non-competition agreement with any former
      employer; and (b) Employee has not brought and will not bring to the
      Company and will not use or disclose during the performance of Employee’s
      employment services for the Company any documents, materials or information
      subject to any legally enforceable restrictions or obligations as to
      confidentiality or secrecy.

     

    13.
        Reasonableness
      of Terms.
      The
      Company and Employee acknowledge and agree that the restrictions imposed upon
      Employee under this Agreement are reasonable and necessary for the protection
      of
      the Company’s legitimate interest, including without limitation for the
      protection of the Company’s trade secrets, confidential information and good
      will, particularly given that: (a) the Company is engaged in a highly
      competitive business; and (b) Employee will have access to and will help
      develop Confidential Information and/or will help develop goodwill with the
      Company’s customers. Employee further acknowledges and agrees that the
      restrictions set forth in this Agreement will not pose any substantial hardship
      on Employee and that Employee will reasonably be able to earn a livelihood
      without violating any provision of this Agreement.

     

    14.
        Governing
      Law; Choice of Forum.
      The
      Company and Employee acknowledge and agree that this Agreement shall be
      interpreted and enforced in accordance with the laws of the State of Indiana,
      without giving effect to any choice or conflict of law rule or principle
      (whether the State of Indiana or any other jurisdiction) that would cause the
      application of the law of any jurisdiction other than the State of Indiana.
      The
      Company and Employee further acknowledge and agree that this Agreement is
      intended, among other things, to supplement the provisions of the Uniform Trade
      Secrets Act, as amended from time to time, and the duties Employee owes to
      the
      Company under the common law, including, but not limited to, the duty of
      loyalty, and this Agreement does not nullify any legal duties or obligations
      Employee owes to the Company under the common law or applicable statutes. The
      Company and Employee agree that any legal action relating to this Agreement
      shall be commenced and maintained exclusively before any appropriate state
      court
      of record in Marion County, Indiana, or in the United States District Court
      for
      the Southern District of Indiana, Indianapolis Division; further, the parties
      hereby irrevocably consent and submit to the jurisdiction and venue of such
      courts and waive any right to challenge or otherwise object to personal
      jurisdiction or venue (including, without limitation, any objection based on
      inconvenient forum grounds) in any action commenced or maintained in such
      courts.

     

    15.
        Employment
      Policies.
      Employee
      acknowledges that not all rules and policies applicable to Employee’s employment
      are contained in this Agreement, and Employee agrees to abide by any employment
      or work rules and/or policies that the Company currently has or may adopt,
      amend
      or implement from time to time during Employee’s employment with the
      Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    16.
        Successors
      and Assigns.
      The
      Company shall have the right to assign this Agreement. This Agreement shall
      inure to the benefit of, and may be enforced by, any and all successors and
      assigns of the Company, including without limitation by asset assignment, stock
      sale, merger, consolidation or other corporate reorganization, and shall be
      binding on Employee, Employee’s executors, administrators, personal
      representatives or other successors in interest. Employee shall not have the
      right to assign this Agreement.

     

    17.
        Standing.
      Employee
      acknowledges that this Agreement is intended to benefit, and may be enforced
      by,
      Interactive or any of its subsidiaries or affiliates which are included within
      the definition of the Company as set forth in recital A of this
      Agreement.

     

    18.
        No
      Waiver. The
      failure of the Company to insist in any one or more instances upon such
      performance of any of the provisions of this Agreement or to pursue its rights
      hereunder shall not be construed as a waiver of any such provisions or the
      relinquishment of any such rights.

     

    19.
        Entire
      Agreement; Modification.
      This
      Agreement constitutes the entire agreement of the parties with respect to the
      subjects specifically addressed herein, and supersedes any prior agreements,
      understandings, or representations, oral or written, on the subjects addressed
      herein. This Agreement may not be amended, supplemented, or modified except
      by a
      written document signed by both Employee and a duly authorized officer of the
      Company. 

     

    20.
        Standing.
      Employee
      acknowledges that this Agreement is intended to benefit, and may be enforced
      by,
      Interactive and/or any other affiliated entities as described in the
      above-stated definition of the Company.

     

    21.
        Counterparts.
      This
      Agreement may be executed in one or more counterparts (or upon separate
      signature pages bound together into one or more counterparts), all of which
      taken together shall constitute one agreement.

     

    IN
      WITNESS WHEREOF, Interactive and Employee have executed this Agreement in
      Indianapolis, Indiana, as of the date first hereinabove stated.

     

    INTERACTIVE
      INTELLIGENCE, INC.  EMPLOYEE

    


    

      
        	
                INTERACTIVE
                  INTELLIGENCE, INC.

                 

                By:
                  /s/
                  Stephen R. Head_____________

                Printed
                  Name: Stephen
                  R. Head

                Title:
                  CFO_______________________

              	
                EMPLOYEE

                 

                /s/
                  Minda Marshall______________________

                Melinda
                  Marshall

              


      



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    

      SCHEDULE
        A TO EMPLOYMENT, NON-DISCLOSURE

      AND
        NON-COMPETITION AGREEMENT DATED JUNE 26, 2006

      BETWEEN

      INTERACTIVE
        INTELLIGENCE, INC.

      AND

      MELINDA
        MARSHALL

       

      Initial
        Position, Compensation and Benefits Schedule

      


      
        	
                1.

              	
                Position/Title: 

              	
                Vice
                  President, Partner Channel

              
	
                2.

              	
                Salary
                  or base rate:

              	
                $160,000
                  per year

              
	
                3.
                  

              	
                Other
                  compensation:

              	
                $30,000
                  annual bonus plan to be paid quarterly based upon meeting MBOs.  In
                  the future, your bonus will be based at least in part on revenue
                  produced
                  by the channel. This is defined to set out various objectives such
                  as
                  number of new VARs, enablement steps, and other things that can
                  easily be
                  measured. Your bonus will be based partly on the revenue produced
                  by the
                  channel and partly on these other, non-revenue
                  objectives.

              
	
                4.

              	
                Stock
                  Options (subject to approval by Interactive’s Board of
                  Directors):

              	 
	 	
                -Plan:

              	
                Incentive
                  Stock Option Plan (“Qualified”)

              
	 	
                -
                  Number:

              	
                20,000
                  (Twenty Thousand) shares 

                An
                  additional option grant of 5,000 shares will be made at the end
                  of your
                  first year of employment if you achieve certain bonus conditions
                  to be
                  defined later. 

              
	 	
                -
                  Exercise Price:

              	
                Market
                  price as of the date of grant per the plan

              
	 	
                [Such
                  stock options are subject to and governed by the terms and conditions
                  of
                  the applicable stock option plan, as may be amended from time to
                  time.]

              
	
                5.

              	
                Vacation:

              	
                Two
                  (2) weeks per calendar year (prorated for any partial calendar
                  year)

              
	 	
                [Such
                  vacation is earned on an accrual basis and is subject to and governed
                  by
                  the Company's vacation policies, as may be amended from time to
                  time.]

              
	
                6.

              	
                Other
                  Benefits:

              	
                Medical,
                  Vision and Dental Insurance, 401k Plan, Long-Term Disability Insurance,
                  Cafeteria 125 Plan

              
	 	
                [Such
                  benefits are subject to and governed by the terms and conditions
                  of such
                  plans, as may be amended from time to
                  time.]

              


      

      



      


      The
        Company may, in its sole discretion, modify, adjust or change (increase or
        decrease) Employee’s compensation and benefits, including, without limitation,
        the salary or base rate compensation, from time to time during Employee’s
        employment with the Company.

      


      
        	
                EMPLOYEE

                 

                 

                By:
                  /s/ Minda Marshall_______________________

                Melinda
                  Marshall

              	
                INTERACTIVE
                  INTELLIGENCE, INC.

                 

                 

                By:
                  /s/
                  Stephen R. Head_____________

                Title:
                  CFO_______________________