**Exhibit 10.24**

 

**INTERACTIVE INTELLIGENCE, INC.**

**STOCK OPTION AGREEMENT**

**UNDER OUTSIDE DIRECTORS STOCKOPTION PLAN**

 

**THIS STOCK OPTION AGREEMENT** is made and entered into as of the «Day» of «Month», «Year» by andbetween Interactive Intelligence, Inc., an Indiana corporation (the “Company”),and «Name» (“Outside Director”) pursuant to the terms, conditions, andlimitations contained in the Interactive Intelligence, Inc. Outside DirectorsStock Option Plan (the “Plan”), a copy of which has been provided to the OutsideDirector and is incorporated herein by reference;

 

WITNESSETH:

 

**WHEREAS,**pursuantto the terms of the Plan, Outside Director is being granted an option topurchase «NumberOfShares» shares of the Company’s Common Stock;

 

**WHEREAS**,Outside Director desires to have the option to purchase Common Shares of theCompany pursuant to the terms, conditions and limitations of the Plan and thisAgreement;

 

**NOW, THEREFORE**,in consideration of the mutual agreements contained herein and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company and Outside Director hereby agree as follows:

 

1.                                       Grant of Option. The Company hereby grants to OutsideDirector, effective as of «Month» «Day2», «Year» (“Option Date”), the right,privilege and option (“Option”) to purchase «NumberOfShares» shares of CommonStock of the Company (“Shares”) at the purchase price of «Price» per share (the“Option Price”), in the manner and subject to the terms and conditions providedin this Agreement and the Plan. The Option shall be a non-qualified stockoption.

 

2.                                       Vesting of Option.  TheOption granted herein shall become exercisable for                  .

 

3.                                       Method of Exercise.  Outside Director may exercise, in whole or inpart, the Option for the Shares with respect to which the Option has vested andbecome exercisable at any time by written notice from Outside Director directedto the Company in substantially the form attached hereto as Exhibit “A”,accompanied by payment of the Option exercise price in United States dollars bycash or check or other form accepted by the Board in full payment of the OptionPrice for the specified number of Shares purchased.  Outside Director shall pay to the Company, ormake arrangements satisfactory to the Board regarding the payment of, anyfederal, state or local taxes of any kind required by law to be withheld withrespect to the Shares as to which the Option is being exercised.  The Company shall make prompt delivery of thecertificates for such Shares, provided that if any law or regulation requiresthe Company to take any action with respect to the Shares specified in suchnotice before the issuance thereof, then the date of delivery of such Sharesshall be extended for the period necessary to take such action.  Neither Outside Director nor any personclaiming under or through him shall have any rights as a shareholder of theCompany with respect to any of the Shares until full payment of the OptionPrice and delivery to him of certificates for such Shares as provided herein.

 

4.                                       Death, Disability, or Certain Retirement ofOutside Director.   In the event Outside Director dies, becomespermanently disabled or retires with the consent of the Board, holding anOption that has not expired and has not been fully exercised, he or hisexecutor, administrators, heirs or distributes, as the case may be, may at anytime within one (1) year after

 

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thedate of such event (but in no event after the Option has expired under Section2 above), exercise the Option with respect to any Shares as to which OutsideDirector could have exercised the Option at the time of his death, disability,or retirement.

 

5.                                       Termination for Other Reason.  Inthe event Outside Director shall cease to serve as a director of the Companyfor any reason other than those set forth in Section 4 above, while holding anOption that has not expired and has not been fully exercised, Outside Director,at any time within three months of the date he ceased to be such and EligibleDirector (but in no event after the Option has expired under Section 2 above),may exercise the Option with respect to any Shares as to which he could haveexercised the Option on the date he ceased to be such and Eligible Director.

 

6.                                       Restrictions on Transfer.  TheOption may not be sold, pledged, assigned, hypothecated, transferred, ordisposed of in any manner other than by will or by the laws of descent anddistribution may be exercised during Outside Director’s life-time only by theOutside Director and, following his death, only as provided in Section 4hereof.

 

7.                                       Adjustments Upon Changes in Capitalization orMerger.  The number of Shares underlying the Optionand Option Price are subject to adjustments as provided in the Plan.

 

8.                                       Conditions Upon Issuance of Shares.  (a)Shares shall not be issued pursuant to the exercise of an Option, in whole orin part, unless the exercise of such Option and the issuance and delivery ofsuch Shares pursuant thereto shall comply with all relevant provisions of law,including, without limitation, the Securities Act of 1933, as amended, theSecurities Exchange Act of 1934, as amended, the rules and regulationspromulgated thereunder, and the requirements of any stock exchange upon whichthe Shares may then be listed, and shall be further subject to the approval ofcounsel for the Company with respect to such compliance.

 

(b)  As a condition to theexercise of an Option, the Company may require Outside Director to representand warrant at the time of any such exercise that the Shares are beingpurchased only for his own account and not with a view to the distributionthereof, if the Board shall deem it advisable.

 

9.                                       Right to Terminate Relationship. Neither this Agreement nor the existence of the Option shall beconstrued as giving Outside Directory any right to be retained as a director ofthe Company or any of its affiliates.

 

10.                                 Binding Effect.  ThisAgreement shall inure to the benefit of and be binding upon the parties heretoand their respective heirs, executors, administrators, successors and assigns.

 

11.                                 Governing Law.  ThisAgreement shall be governed by and construed in accordance with the laws of thestate of Indiana, without regard to its conflict of laws provisions.

 

12.                                 Terms of Plan Control. All parties acknowledge that the Option isgranted under and pursuant to the Plan, which shall govern all rights,interests, obligations and undertakings of both the Company and the OutsideDirector. All capitalized terms used herein and not otherwise defined shallhave the meanings assigned to such terms in the Plan.

 

**IN WITNESS WHEREOF**, the parties hereby have caused this Stock Option Agreement to beexecuted as of the day and year first written.

 
| INTERACTIVE  INTELLIGENCE, INC. | “OUTSIDE  DIRECTOR” |
|---------------------------------|-------------------------------|
| or  “COMPANY”         |                          |
|                            |                          |
| By:                             |                          |   |   |   |
| Printed:  Stephen R. Head       | Printed:  «Name»    |
| Title:  CFO                     |                          |
|                                 |                               |  |  |  |

 

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