Exhibit
10.9


 


EMPLOYMENT
AGREEMENT


 


 


           THIS
EMPLOYMENT AGREEMENT  (“Agreement”), made and entered
into, effective as of the 11th day of August, 2003, by and between Donna
LeGrand (“Employee”) and Interactive Intelligence, Inc. (“Company”), an Indiana
corporation.


 


WITNESSETH:


 


           WHEREAS, the Employee possesses certain skills
which the Company wishes to utilize in its business, and the Employee wishes to
provide certain services to the Company upon the terms and conditions set forth
in this Agreement;


 


           NOW, THEREFORE, in consideration of the
premises and of the mutual promises and agreements contained herein and other
good and valuable consideration, the receipt, legal adequacy and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


           Section 1. 
Employment.  The
Company engages the Employee to serve the Company, and the Employee agrees to
serve the Company as an employee in such capacities as the Board of Directors
of the Company may, from time to time, determine, upon the terms and conditions
hereinafter set forth.


 


           Section 2. 
Term; Renewal.  The
term of the Employee’s employment under this Agreement shall be for an initial
term commencing and ending on the dates set forth on the Addendum attached
hereto and incorporated herein by reference (“Addendum”), which term shall
automatically renew for successive one (1) year terms, on the same terms and
conditions set forth herein unless either the Company or the Employee gives
written notice to the other, at least thirty (30) days prior to the expiration
of the initial term or any renewal term, that the term will not renew.


 


           Section
3.  Title, Services and Duties.


           (a)  During the
term of employment hereunder, the Employee shall serve in the capacities
described on the Addendum and shall perform the duties and responsibilities
described on the Addendum or as are normally associated with such a position in
the Company’s industry and as may be delegated to the Employee by the President
or the Company’s Board of Directors.


 


           (b) 
During such employment, the Employee shall devote substantially all of
the Employee’s  business time,
attention, energy and skill to the business of the Company, and shall perform
such services in a faithful, competent and diligent manner at the direction of
the President and of the Company’s Board of Directors.


 


           (c) 
During the Employee’s employment, the Company shall provide the Employee
with such office facilities and support services as the Company determines in
its business judgment to be appropriate for the Employee to perform the
Employee’s duties and responsibilities hereunder.


 


 

















 


           (d)  The Employee
shall comply with all policies and procedures adopted by the Company from time
to time, including without limitation, policies regarding reimbursement for
business expenses incurred on behalf of the Company, and compliance with
applicable laws.


 


           Section
4.  Compensation as Employee.   At all times during the initial term or any renewal
term of this Agreement, the Company shall pay the Employee an annual salary in
the amount set forth in the Addendum, payable at the usual payroll payment
dates of the Company, and any other options or benefits set forth in the
Addendum.  All amounts paid hereunder by
Company to the Employee shall be subject to all applicable local, state and
federal withholding taxes.  The Company
may increase or decrease the salary set forth herein from time to time, in its
sole discretion, but any decrease may only be made upon fifteen (15) days prior
notice.


 


           Section 5. 
Termination and Severance Payments


           (a) 
In the event that the employment of the Employee is terminated for cause
or in the event that the Employee resigns his/her employment with the Company,
the Employee shall be paid any salary and any other benefits which have then
accrued and to which the Employee is entitled to at such time.  However, in such event, the Employee shall
not be entitled to any severance compensation as set forth in subparagraph (b)
below.


 


           (b) In the event that the employment
of the Employee is terminated by the Company for any reason other than for
cause, in addition to receiving all accrued salary and benefits to which the
Employee is entitled to at such time, the Company further agrees to pay the
Employee as severance pay an amount equal to the Employee’s salary as in effect
at such time for an additional three (3) months from the date of termination,
with payments to be made on the Company’s usual payroll payment dates.


 


           (c) 
All amounts paid under Subsections (a) or (b) hereof  to the Employee shall be subject to all
applicable local, state or federal withholding taxes, if any.


 


           Section 6. 
Employee Benefits.


           (a) 
The Employee shall be limited each calendar year to a vacation benefit
for the amount of time shown in the Addendum (prorated from the date of commencement
to the end of that applicable calendar year). 
All vacation benefits must be fully utilized in the calendar year in
which accrued, provided that (i) no vacation may be taken during the first six
(6) months of the initial term hereof without the prior written consent of the
Company, (ii) the Employee must comply with procedures adopted from time to
time by the Company with respect to the scheduling of vacations, and (iii) if
because of the Company’s requirements, the Company does not approve the Employee’s
requested vacation schedule and thus prevents the Employee from fully utilizing
all of the Employee’s vacation in the year earned, the Company and the Employee
shall in good faith make arrangements for either the carryover of such unused
vacation to the next calendar year or such other arrangements as are mutually
satisfactory.


 


           (b) 
During the term of the Employee’s employment hereunder, the Employee
shall be entitled to participate, upon the same terms and conditions applicable
to employees generally in any life, health, hospitalization or any other
insurance program, or any other pension or benefit 


 


 


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plan which the
Company may from time to time provide or make available to the Company’s employees
and for which the Employee is eligible and qualified; provided that if the
inclusion of the Employee under any such program or plan causes or would cause
either such program or plan to be terminated or the Company to incur a
materially disproportionate additional cost, the Company may elect to provide
benefits of a substantially similar nature which avoids such adverse effects.


 


           Section
7.  Covenant Not to Compete.


           (a) 
During the Employee’s service hereunder and for a period of eighteen
(18) months thereafter, regardless of the reason or method of termination, the
Employee will not, directly or indirectly, for the Employee’s own benefit or
the benefit of any other person or entity:


 


(i)            solicit in any manner, seek to
obtain, or service the business of any customer of the Company, other than for
the Company;


(ii)           become an owner of any business, if
such business competes with the Company;


(iii)          become employed by or serve as an
agent, independent contractor or representative of any business which competes
with the Company;


(iv)          solicit the employment of or hire any
employee of the Company, or encourage any employee to terminate his or her
employment with the Company; or


(v)           prepare in any manner to compete with
the Company.


 


           (b)  For purposes
of this Agreement, a “customer” shall be deemed to be any person, business,
partnership, proprietorship, firm, organization or corporation which has done
business with the Company or which has been solicited or serviced in any
manner, directly or indirectly, by the Company within eighteen (18) months
prior to the date of the termination of the Employee, and the phrase “service
the business of any customer” means the development, modification, enhancement
or improvement of any product or service offered by the Company or which is
reasonably related to the products or services offered by the Company.  The Employee hereby acknowledges that, by
virtue of the Employee’s position and access to information, the Employee will
have advantageous familiarity and personal contacts with the Company’s
customers, wherever located, and that the restrictions contemplated hereby are
reasonable for the protection of the Company’s goodwill and customer base, and
the Company’s efforts in the development of such customers.


 


           (c) 
If the Employee does not comply with the provisions of this Section 7,
the eighteen (18) month period of non-competition provided herein shall be
tolled and deemed not to run during any period(s) of noncompliance, the
intention of the parties being to provide eighteen (18)  full months of non-competition by the
Employee after the termination or expiration of this Agreement.


 


           Section
8.  Covenant Not to Disclose
Confidential Information.


           (a) 
The term “Confidential Information” as used herein shall mean any and all
software programs, customer lists, trade secrets and information, know-how,
skills, knowledge, ideas, knowledge of customer’s commercial requirements,
pricing methods, sales and marketing techniques, dealer relationships and
agreements, financial information, intellectual property, 


 


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codes, algorithms,
research, development, research and development programs, processes,
documentation, inventions, or devices used in or pertaining to the Company’s
business (i) which relate in any way to the Company’s business, products or
processes; or (ii) which are discovered, conceived, developed or reduced to
practice by the Employee, either alone or with others either (x) during the
term of this Agreement; or (y) at the Company’s expense; or (z) on the
Company’s premises or with the Company’s equipment.


 


           (b) 
During the course of his/her services hereunder, the Employee may become
knowledgeable about, or become in possession of, Confidential Information.  If such Confidential Information were to be
divulged or become known to any competitor of the Company or to any other
person outside the employ of the Company, or if the Employee were to consent to
be employed by any competitor of the Company or to engage in competition with
the Company, the Company would be harmed. 
In addition, the Employee has or may develop relationships with the
Company’s customers which could be used to solicit the business of such
customers away from the Company.  The
parties have entered into this Agreement to guard against such potential harm.


 


           (c) 
The Employee shall not, directly or indirectly, use any Confidential
Information for any purpose other than the benefit of the Company or
communicate, deliver, exhibit or provide any Confidential Information to any
person, firm, partnership, corporation, organization or entity, except other
employees or agents of the Company as required in the normal course of  the Employee’s service as an employee or
except as the President or any authorized officer of the Company may direct in
writing.  The covenant contained in this
Section 8 shall be binding upon the Employee during the term of this Agreement
and following the termination hereof, for the shorter of the period until
either (i) until such Confidential Information becomes obsolete; or  (ii) until such Confidential Information
becomes generally known in the Company’s trade or industry by means other than
a breach of this covenant.


 


           (d) 
The Employee agrees that all Confidential Information and all records,
documents and materials relating to all of such Confidential Information, shall
be and remain the sole and exclusive property of the Company.


 


Section 9.  Remedies.


           (a) 
The Employee agrees that the Company will suffer irreparable damage and
injury and will not have an adequate remedy at law in the event of any breach
by the Employee of any provision of Sections 7 or 8 hereof.  Accordingly, in the event of a breach or of
a threatened or attempted breach by the Employee of Sections 7 or 8 hereof, in
addition to all other remedies to which the Company is entitled under law, in
equity, or otherwise, the Company shall be entitled to a temporary restraining
order and permanent injunction (without the necessity of showing any actual
damage) or a decree of specific performance of the provisions of Sections 7 or
8 hereof and no bond or other security shall be required in that
connection.  The Company shall be
entitled to recover from the Employee, reasonable attorneys’ fees and expenses
incurred in any action wherein the Company successfully enforces the provisions
of Sections 7 or 8 hereof against the breach or threatened breach of those
provisions by the Employee.


 


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           (b)        The
Employee acknowledges and agrees that in the event of termination of this
Agreement for any reason whatsoever, the Employee can obtain other engagements
or employment of a kind and nature similar to that contemplated herein and that
the issuance of an injunction to enforce the provisions of Sections 7 or 8
hereof will not prevent the Employee from earning a livelihood.


 


           (c)         The
covenants on the part of the Employee contained in Sections 7 or 8 hereof are
essential terms and conditions to the Company entering into this Agreement, and
shall be construed as independent of any other provision in this
Agreement.  The existence of any claim
or cause of action the Employee has against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement by
the Company of these covenants.


 


           Section 10.  Inventions.


           (a) The Employee shall disclose fully to the Company all
inventions (as defined below) conceived or discovered by the Employee, whether
solely or jointly with others during the term of this Agreement.  Such inventions shall belong solely to the
Company and shall not belong to the Employee. 
During the term of this Agreement, the Employee shall assign to the
Company, exclusively and free from any royalty obligation or any other legal or
equitable title or right of the Employee, all such inventions referred to above
and all patents, trademarks, copyrights, and maskworks, and any and all
applications and rights pertaining thereto on a worldwide basis.  The Employee shall assist the Company,
during and subsequent to the term hereof, in every proper way, but without any
further compensation or additional consideration, to transfer and assign such
inventions to and for the Company’s benefit and enjoyment and to cooperate as
may be reasonably requested to perfect the Company’s ownership therein and, if
requested by the Company, to prosecute or direct in prosecuting any application
for or registration with respect to any patent or other applicable intellectual
property right, including, but not in limitation thereof, the execution and
delivery of applications for the registration of one or more intellectual
property rights and assignments of the same as may be deemed necessary or
desirable by the Company in any office selected by the Company.  The judgment of the Company with respect to
the registrability of any particular item of intellectual property shall be
final and conclusive as between the Employee and the Company.


 


           (b) 
Any improvements made upon such inventions by the Employee subsequent to
the term hereof shall be presumed to have been developed during the term hereof
and by and for the benefit of the Company and accordingly shall be the property
of the Company.


 


           (c) 
The Employee agrees to execute such other standard forms relating to the
invention or development of inventions and other intellectual properties as the
Company may require of its consultants and employees generally.


           (d) 
Prior inventions of the Employee, if any, as listed on the Addendum, are
excluded from the scope of this Agreement.


 


           (e) For purposes of this Agreement,
“inventions” includes all inventions, creations, developments, software
programs, algorithms, routines, patterns, components, compilations, 


 


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devices, or
improvements of any kind or nature, whether or not trade secret, patented,
patentable, copyrighted or copyrightable, which the Employee had made or
conceived or developed or may make, conceive or develop, either solely or
jointly with others, while in the employ of the Company or with the use of the
Company’s time, materials, equipment or facilities or relating in any way to
the  Company’s actual, anticipated, or
subsequently arising business, products, services or activities, or arising out
of or suggested by any task assigned to be performed by the Employee, solely or
jointly with others, for or on behalf of the Company.


 


           Section 11.  Surrender of Records. 
Upon termination of the Employee’s employment for any reason, the
Employee shall immediately surrender to the Company any and all records, notes,
documents, forms, manuals, photographs, instructions, lists, drawings,
blueprints, programs, diagrams or other written, printed or electronic material
(including any and all copies made at any time whatsoever) in his or her
possession or control which pertain to the business of the Company.


 


           Section 12.  Termination.  
During the initial term or any renewal term, the employment of the
Employee may be terminated at will for any reason by either the Company or the
Employee, with at least ten (10) days prior written notice by the terminating
party delivered to the other setting forth whether such termination was for
cause or without cause to determine whether the Employee is entitled to any
severance payment pursuant to Section 5 above. 
Notwithstanding the foregoing, this Agreement shall be terminated
immediately, without any notice or waiting period, upon the Employee’s
death.  This Agreement may be terminated
at any time by mutual agreement of the parties.


 


           Section 13.  Parties Bound. 
All provisions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto, their heirs, personal representatives,
successors and assigns.


 


           Section 14.  Effect and Modification.  This Agreement comprises the entire agreement between the parties
with respect to the subject matter hereof and supersedes all other earlier
agreements relating to the subject matter hereof.  No statement or promise, except as herein set forth, has been
made with respect to the subject matter of this Agreement.  No modification or amendment hereof shall be
effective unless in writing and signed by the Employee and an officer of the
Company (other than the Employee).


 


           Section 15.  Non-Waiver. 
The Company’s or the Employee’s failure or refusal to enforce all or any
part of, or the Company’s or the Employee’s waiver of any breach of this
Agreement, shall not be a waiver of the Company’s or the Employee’s continuing
or subsequent rights under this Agreement, nor shall such failure or refusal or
waiver have any affect on the subsequent enforceability of this Agreement.


 


           Section 16.  Non-Assignability. 
This Agreement contemplates that the Employee will personally provide
the services described herein, and accordingly, the Employee may not assign the
Employee’s rights or obligations hereunder, whether by operation of law or
otherwise, in whole or in part, without the prior written consent of the
Company.


 


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           Section 17.  Notice.  Any
notice, request, instruction or other document to be given hereunder to any
party shall be in writing and delivered by hand, telegram, registered or
certified United States mail return receipt requested, or other form of
receipted delivery, with all expenses of delivery prepaid, as follows:


 


	
             If to the Employee:

  	
   

  	
  To the most recent
  address the Company has on its records.

  Employees most recent address (please fill in):

  
	
   

  	
   

  	
  11428 Peed Road

  
	
   

  	
   

  	
  Raleigh, NC 27614

  
	
   

  	
   

  	
   

  
	
             If to the Company:

  	
   

  	
  Interactive
  Intelligence, Inc.

  
	
   

  	
   

  	
  7601 Interactive Way

  
	
   

  	
   

  	
  Indianapolis, IN 46278

  
	
   

  	
   

  	
  Attn:  Donald E. Brown, M.D., President

  



 


Any notice to the
employee shall also be sufficient, if sent to the most recent address of the
employee on the Company’s books and records.


 


           Section 18.  Governing Law. 
This Agreement is being delivered in and shall be governed by the laws
of the State of Indiana.  All actions or
proceedings shall be tried in the state or federal courts whose venue includes
Marion County or Hamilton County, Indiana.


 


           Section 19.  Prior Agreements.


           (a) 
The Employee represents and warrants to the Company that the Employee is
not a party to or otherwise bound by any agreement that would restrict in any
way the performance by the Employee of the Employee’s duties, services and
obligations under this Agreement, that the Employee has disclosed to the
Company all employment type agreements to which the Employee has been bound,
including without limitation employment agreements, consulting agreements,
non-compete agreements or covenants, confidentiality or non-disclosure
agreements or covenants, and intellectual property assignment agreements, and
that the Company will not have any liability to any third party arising out of
the Employee entering into this Agreement or performing hereunder.


 


           IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the day and year first above
written.


 


	
   

  	
   

  	
   

  	
  /s/ Donna LeGrand

  	
   

  
	
   

  	
   

  	
   

  	
  Printed: Donna LeGrand

  



 


 


                                                                                           INTERACTIVE
INTELLIGENCE, INC.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: /s/ Keith Midkiff

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Keith Midkiff, Chief
  Financial Officer

  
										



 


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ADDENDUM TO EMPLOYMENT AGREEMENT


BETWEEN INTERACTIVE INTELLIGENCE,
INC.


AND


DONNA LEGRAND, DATED, AUGUST 11, 2003


 


 


This Addendum
relates to the Employment Agreement between Interactive Intelligence, Inc. and,
Donna LeGrand dated August 11, 2003. 
This Addendum is incorporated therein by reference and shall be an
integral part of the Employment Agreement.


 


 


	
  1.  Name of Employee:

  	
  Donna LeGrand

  
	
   

  	
   

  
	
  2.  Initial Term:

  	
  Two (2) Years

  
	
   

  	
   

  
	
  3.  Date of Commencement:

  	
  August 11, 2003

  
	
   

  	
   

  
	
  4.  Date Initial Term Ends:

  	
  August 11, 2005

  
	
   

  	
   

  
	
  5.  Title:

  	
  General Corporate
  Counsel

  
	
   

  	
   

  
	
  6.  Job Description:

  	
  Administration

  
	
   

  	
   

  
	
  7.  Initial Compensation:

  	
  $150,000

  
	
   

  	
   

  
	
  8.  Stock Options:

  	
   

  
	
                  – Plan

  	
  Incentive Stock
  Option Plan (“Qualified”)

  
	
                  – Number

  	
  #15,000 (fifteen
  thousand) shares

  
	
                  – Exercise Price

  	
  Price in effect
  as of the grant date

  
	
   

  	
   

  
	
  9.  Amount of Vacation:

  	
  Three (3) weeks per
  calendar year

  
	
   

  	
   

  
	
  10.  Other Benefits:

  	
  Medical, Vision and
  Dental Insurance, 401k Plan,

  Long Term Disability, Cafeteria 125 Plan

  
	
   

  	
   

  
	
  11.  Prior Inventions:

  	
   

  
	
   

  	
   

  
	
  Date: August 11, 2003

  	
  /s/ KAM

  	
   

  	
  /s/ DGL

  
	
   

  	
  Initials

  	
   

  	
  Initials

  
	
   

  	
   

  
	
  (#31613 and
  40525)

   

  RAG/bac/SS-49204-1

  	
   

  



 


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