**Exhibit10.13**

**EMPLOYMENT AGREEMENT**

 

**THIS EMPLOYMENT AGREEMENT**(“Agreement”),made and entered into, effective as of the 4th day of November, 1996, by andbetween Pamela J. Hynes (“Employee”) and Interactive Intelligence, Inc.(“Company”), an Indiana corporation.

 

**WITNESSETH:**

 

**WHEREAS**, theEmployee possesses certain skills which the Company wishes to utilize in itsbusiness, and the Employee wishes to provide certain services to the Companyupon the terms and conditions set forth in this Agreement;

 

**NOW, THEREFORE**, inconsideration of the premises and of the mutual promises and agreementscontained herein and other good and valuable consideration, the receipt, legaladequacy and sufficiency of which are hereby acknowledged, the parties agree asfollows:

 

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

 

**Section 2.  Term; Renewal.**  The term of the Employee’s employment underthis Agreement shall be for an initial term commencing and ending on the datesset forth on the Addendum attached hereto and incorporated herein by reference(“Addendum”), which term shall automatically renew for successive one (1) yearterms, on the same terms and conditions set forth herein unless either theCompany 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 theterm will not renew.

 

**Section 3.  Title, Services and Duties.**

 

(a)  During theterm of employment hereunder, the Employee shall serve in the capacitiesdescribed on the Addendum and shall perform the duties and responsibilitiesdescribed on the Addendum or as are normally associated with such a position inthe Company’s industry and as may be delegated to the Employee by the Presidentor the Company’s Board of Directors.

 

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

 

(c)  During the Employee’s employment, theCompany shall provide the Employee with such office facilities and supportservices as the Company determines in its business judgment to be appropriatefor the Employee to perform the Employee’s duties and responsibilitieshereunder.

 

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(d)  TheEmployee shall comply with all policies and procedures adopted by the Companyfrom time to time, including without limitation, policies regardingreimbursement for business expenses incurred on behalf of the Company, andcompliance with applicable laws.

 

**Section 4.  Compensation as Employee.  **At all times during the initial term orany renewal term of this Agreement, the Company shall pay the Employee anannual salary in the amount set forth in the Addendum, payable at the usualpayroll payment dates of the Company, and any other options or benefits setforth in the Addendum.  All amounts paidhereunder 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 fromtime to time, in its sole discretion, but any decrease may only be made uponfifteen (15) days prior notice.

 

**Section 5.  Termination and Severance Payments**

 

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

 

(b) In the event that theemployment of the Employee is terminated by the Company for any reason otherthan for cause, in addition to receiving all accrued salary and benefits towhich the Employee is entitled to at such time, the Company further agrees topay the Employee as severance pay an amount equal to the Employee’s salary asin effect at such time for an additional one (1) month from the date oftermination, with payments to be made on the Company’s usual payroll paymentdates.

 

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

 

**Section 6.  Employee Benefits**.

 

(a)  The Employee shall be limited each calendaryear 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 calendaryear).  All vacation benefits must befully utilized in the calendar year in which accrued, provided that (i) novacation may be taken during the first six (6) months of the initial termhereof without the prior written consent of the Company, (ii) the Employee mustcomply with procedures adopted from time to time by the Company with respect tothe scheduling of vacations, and (iii) if because of the Company’srequirements, the Company does not approve the Employee’s requested vacationschedule and thus prevents the Employee from fully utilizing all of theEmployee’s vacation in the year earned, the Company and the Employee shall ingood faith make arrangements for either the carryover of such unused vacationto the next calendar year or such other arrangements as are mutuallysatisfactory.

 

(b)  During the term of the Employee’s employmenthereunder, the Employee shall be entitled to participate, upon the same termsand 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 Companymay from time to time provide or make available to the Company’s employees andfor which the Employee is eligible and qualified; provided that if theinclusion of the Employee under any such program or plan causes or would causeeither such program or plan to be terminated or the Company to incur amaterially disproportionate additional cost, the Company may elect to providebenefits of a substantially similar nature which avoids such adverse effects.

 

**Section 7.**  **Covenant Not to Compete.**

 

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

 

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

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

(iii)       become employed by or serveas an agent, independent contractor or representative of any business whichcompetes with the Company;

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

(v)         prepare in any manner tocompete with the Company.

 

(b)  Forpurposes of this Agreement, a “customer” shall be deemed to be any person,business, partnership, proprietorship, firm, organization or corporation whichhas done business with the Company or which has been solicited or serviced inany manner, directly or indirectly, by the Company within eighteen (18) monthsprior to the date of the termination of the Employee, and the phrase “servicethe business of any customer” means the development, modification, enhancementor improvement of any product or service offered by the Company or which isreasonably related to the products or services offered by the Company.  The Employee hereby acknowledges that, byvirtue of the Employee’s position and access to information, the Employee willhave advantageous familiarity and personal contacts with the Company’s customers,wherever located, and that the restrictions contemplated hereby are reasonablefor the protection of the Company’s goodwill and customer base, and theCompany’s efforts in the development of such customers.

 

(c)  If the Employee does not comply with theprovisions of this Section 7, the eighteen (18) month period ofnon-competition provided herein shall be tolled and deemed not to run duringany period(s) of noncompliance, the intention of the parties being to provideeighteen (18)  full months ofnon-competition by the Employee after the termination or expiration of thisAgreement.

 

**Section 8.  Covenant Not to Disclose ConfidentialInformation.**

 

(a)  The term “Confidential Information” as usedherein shall mean any and all software programs, customer lists, trade secretsand information, know-how, skills, knowledge, ideas, knowledge of customer’scommercial 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’sbusiness (i) which relate in any way to the Company’s business, products orprocesses; or (ii) which are discovered, conceived, developed or reduced topractice by the Employee, either alone or with others either (x) during theterm of this Agreement; or (y) at the Company’s expense; or (z) on theCompany’s premises or with the Company’s equipment.

 

(b)  During the course of his/her serviceshereunder, the Employee may become knowledgeable about, or become in possessionof, Confidential Information.  If suchConfidential Information were to be divulged or become known to any competitorof the Company or to any other person outside the employ of the Company, or ifthe Employee were to consent to be employed by any competitor of the Company orto engage in competition with the Company, the Company would be harmed.  In addition, the Employee has or may developrelationships with the Company’s customers which could be used to solicit thebusiness of such customers away from the Company.  The parties have entered into this Agreement to guard againstsuch potential harm.

 

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

 

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

 

**Section 9.  Remedies.**

 

(a)  The Employee agrees that the Company willsuffer irreparable damage and injury and will not have an adequate remedy atlaw in the event of any breach by the Employee of any provision of Sections 7or 8 hereof.  Accordingly, in the eventof a breach or of a threatened or attempted breach by the Employee of Sections7 or 8 hereof, in addition to all other remedies to which the Company isentitled under law, in equity, or otherwise, the Company shall be entitled to atemporary restraining order and permanent injunction (without the necessity ofshowing any actual damage) or a decree of specific performance of the provisionsof Sections 7 or 8 hereof and no bond or other security shall be required inthat connection.  The Company shall beentitled to recover from the Employee, reasonable attorneys’ fees and expensesincurred in any action wherein the Company successfully enforces the provisionsof Sections 7 or 8 hereof against the breach or threatened breach of thoseprovisions by the Employee.

 

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

 

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

 

**Section 10.  Inventions.**

 

(a) The Employee shalldisclose fully to the Company all inventions (as defined below) conceived ordiscovered by the Employee, whether solely or jointly with others during theterm of this Agreement.  Such inventionsshall belong solely to the Company and shall not belong to the Employee.  During the term of this Agreement, theEmployee shall assign to the Company, exclusively and free from any royaltyobligation or any other legal or equitable title or right of the Employee, allsuch inventions referred to above and all patents, trademarks, copyrights, andmaskworks, and any and all applications and rights pertaining thereto on aworldwide basis.  The Employee shallassist the Company, during and subsequent to the term hereof, in every properway, but without any further compensation or additional consideration, totransfer and assign such inventions to and for the Company’s benefit andenjoyment and to cooperate as may be reasonably requested to perfect theCompany’s ownership therein and, if requested by the Company, to prosecute ordirect in prosecuting any application for or registration with respect to anypatent or other applicable intellectual property right, including, but not inlimitation thereof, the execution and delivery of applications for theregistration of one or more intellectual property rights and assignments of thesame as may be deemed necessary or desirable by the Company in any officeselected by the Company.  The judgmentof the Company with respect to the registrability of any particular item ofintellectual property shall be final and conclusive as between the Employee andthe Company.

 

(b)  Any improvements made upon such inventionsby the Employee subsequent to the term hereof shall be presumed to have beendeveloped during the term hereof and by and for the benefit of the Company andaccordingly shall be the property of the Company.

 

(c)  The Employee agrees to execute such otherstandard forms relating to the invention or development of inventions and otherintellectual properties as the Company may require of its consultants andemployees generally.

 

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

 

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

 

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

 

**Section 11.  Surrender of Records.**  Upon termination of the Employee’semployment for any reason, the Employee shall immediately surrender to theCompany 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 timewhatsoever) in his or her possession or control which pertain to the businessof the Company.

 

**Section 12.  Termination.**   During the initial term or any renewalterm, the employment of the Employee may be terminated at will for any reasonby either the Company or the Employee, with at least ten (10) days prior writtennotice by the terminating party delivered to the other setting forth whethersuch termination was for cause or without cause to determine whether theEmployee is entitled to any severance payment pursuant to Section 5 above.  Notwithstanding the foregoing, thisAgreement shall be terminated immediately, without any notice or waitingperiod, upon the Employee’s death.  ThisAgreement may be terminated at any time by mutual agreement of the parties.

 

**Section 13.  Parties Bound.**  All provisions of this Agreement shall inureto the benefit of and be binding upon the parties hereto, their heirs, personalrepresentatives, successors and assigns.

 

**Section 14.  Effect and Modification.**  This Agreement comprises the entireagreement between the parties with respect to the subject matter hereof andsupersedes all other earlier agreements relating to the subject matterhereof.  No statement or promise, exceptas herein set forth, has been made with respect to the subject matter of thisAgreement.  No modification or amendmenthereof shall be effective unless in writing and signed by the Employee and anofficer of the Company (other than the Employee).

 

**Section 15.  Non-Waiver.**  The Company’s or the Employee’s failure orrefusal to enforce all or any part of, or the Company’s or the Employee’swaiver of any breach of this Agreement, shall not be a waiver of the Company’sor the Employee’s continuing or subsequent rights under this Agreement, norshall such failure or refusal or waiver have any affect on the subsequentenforceability of this Agreement.

 

**Section 16.  Non-Assignability.**  This Agreement contemplates that theEmployee will personally provide the services described herein, andaccordingly, 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 theprior written consent of the Company.

 

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**Section 17.  Notice.**  Any notice, request, instruction or other document to be givenhereunder to any party shall be in writing and delivered by hand, telegram,registered or certified United States mail return receipt requested, or otherform 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):** |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------|
|                |   | 8176 Creekway                                                                                                   |
|                |   | Plainfield, IN 46168                                                                                            |
|                |   |                                                                                                            |
|                |   |                                                                                                            |
| If to the Company:  |   | Interactive  Intelligence, Inc.  3500 DePauw Boulevard, Suite 1060                                              |
|                |   | Indianapolis, IN  46268                                                                                    |
|                |   | Attn:  Donald E. Brown, M.D., President                                                                    |

 

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

 

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

 

**Section 19.  Prior Agreements.**

 

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

 

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

 

 
|   | /s/ Pamela J. Hynes                |                              |
|--------|------------------------------------|-----------------------------------|
|   | Printed:                           | Pamela J. Hynes                   |
|   |                               |                              |
|   | **INTERACTIVE INTELLIGENCE, INC.** |
|   |                               |                              |
|   | By:                                | /s/ Donald E. Brown               |   |
|   |                               | Donald E. Brown, M.D.,  President |
|        |                                    |                                   |  |  |  |

 

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**ADDENDUM TO EMPLOYMENT AGREEMENT**

**BETWEEN INTERACTIVE INTELLIGENCE,INC.**

**AND**

**Pamela J. Hynes, DATED,November 4, 1996**

 

This Addendum relates tothe Employment Agreement between Interactive Intelligence, Inc. and, Pamela J.Hynes, dated November 4 , 1996. This Addendum is incorporated therein by reference and shall be anintegral part of the Employment Agreement.

 
| 1.  Name of Employee:       |   | Pamela J. Hynes                                      |   |   |
|----------------------------------|--------|------------------------------------------------------|--------|--------|
|                             |   |                                                 |   |   |
| 2.  Initial Term:           |   | Two (2) Years                                        |   |   |
|                             |   |                                                 |   |   |
| 3.  Date of Commencement:   |   | November 4, 1996                                |   |   |
|                             |   |                                                 |   |   |
| 4.  Date Initial Term Ends: |   | November 4, 1998                                |   |   |
|                             |   |                                                 |   |   |
| 5.  Title:                  |   | Director, Client  Services                           |   |   |
|                             |   |                                                 |   |   |
| 6.  Job Description:        |   | Software Services  Activities and Management         |   |   |
|                             |   |                                                 |   |   |
| 7.  Initial Compensation:   |   | $55,000 per year                                     |   |   |
|                             |   |                                                 |   |   |
| 8.  Stock Options:          |   |                                                 |   |   |
| • Plan                      |   | Incentive Stock Option  Plan (“Qualified”) |   |   |
| • Number                    |   | 15,000 (fifteen  thousand) shares                    |   |   |
| • Exercise Price            |   | $.20 (twenty cents) per  share                       |   |   |
|                             |   |                                                 |   |   |
| 9.  Amount of Vacation:     |   | Two (2) weeks per  calendar year                     |   |   |
|                             |   |                                                 |   |   |
| 10.  Other Benefits:        |   | Medical and Dental  Insurance, 401k Plan             |   |   |
|                             |   |                                                 |   |   |
| 11.  Prior Inventions:      |   |                                                 |   |   |

 

 
| Date: November 4, 1996 |   | DEB      |   | PJH      |   |
|-----------------------------|--------|----------|--------|----------|--------|
|                        |   | Initials |   | Initials |   |

 

(#31613 and 40525)

 

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**FIRST AMENDMENT TO**

**EMPLOYMENT AGREEMENT**

 

**THIS ADMENDMENT** tothat certain Employment Agreement, dated as of November 4, 1996, (the“Employment Agreement”), by and between **Pamela J. Hynes,**(the “Employee”) and **INTERACTIVEINTELLIGENCE, INC. (** the “Company”) is made and entered into as ofthis 23rd day of February, 2000.

 

** WI  TNESSETH :**

 

**WHEREAS,**theEmployee holds stock options under he Company’s 1999 Stock Option and IncentivePlan (the “1999 Plan”) and/or the 1995 Incentive Stock Option Plan (the “1995Plan”);

 

**WHEREAS,**theCompany’s Board of Directors amended the 1999 Plan and stock optionstheretofore granted to delete a provision which limited the acceleration ofoptions and restricted stock in the event the participant is subjected to theexercise tax imposed under Sections 280G and 4999 of the Internal Revenue Code:

 

**WHEREAS,**inconnection with such amendment to the 1999 Plan, the Board of Directorsdetermined that the Company should amend the employment agreements of theemployees who have been granted stock options under the 1995 and 1999 Plans andto provide that if the employee is subjected to the exercise tax imposed underSection 280G and 4999 of the Internal Revenue Code, the Company shall payto such employee an sufficient to reimburse such employee for the amount ofsuch exercise tax imposed by Section 280G and 4999 (and any equivalentstate or local statues) on and after basis; and

 

**WHEREAS,**Employeeis agreeable to such amendment;

 

**NOW, THEREFORE,**inconsideration of the premises and of covenants and agreements herein set forth,the parties hereto mutually covenant and agree as follows:

 

1. The following newsection is hereby added to the end of the Employment Agreement

 

Section 20.                                      Gross-upPayment.

 

(a)                                  If any portion of the severance paymentspayable to the Employee hereunder or any other payments or benefits  received or to be received by the Employeefrom the Company, including without limitation stock options or restrictedgranted pursuant to the 1995 Incentive Stock Options Plan and/.or the 1999Stock Option and Incentive Plan (as amended) (collectively, “SeveranceBenefits”) (whether payable pursuant to the terms of this agreement orarrangement with the Company or any corporation affiliated with the Companywithin the meaning of Section 1504 of the Internal Revenue Code of 1986,including any amendments thereto or successor tax codes thereof (the “Code”))would, as determined by the Company in its sole discretion, be subject to thetax imposed by Section 4999 of the Code (or any successor provision) or byany substantially equivalent state statute (the “Excise Tax”), then the Companyshall pay to the Employee, on or before the day such Excise Tax is payable bythe Employee through withholding or otherwise, an additional amount (the“Gross-Up Payment”) such that the net amount retained by the Employee, afterdeduction of (i) any Excise Tax, (ii) any federal, state or local income tax,interest charges or penalties arising in respect of the imposition of suchExcise Tax and, (iii) any federal, state or local income tax or Excise Taximposed upon the payment provided for by this Section 20, is equal to theafter-tax amount of such Severance Benefits assuming the Employee had notincurred any liability for the Excise Tax (i.e., after federal, state and localincome tax, but not the Excise Tax). For purposes of determining the amount of the Gross-Up Payment, the

 

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Employee shall be deemed to pay (x) federal income taxes at the higheststated marginal rate of federal income taxation in the calendar year in whichthe Gross-Up Payment is to be made and (y) state and local income taxes at thehighest stated marginal rates of taxation in the state and locality of theEmployee’s domicile for income tax purposes on the date the Gross-Up Payment ismade taking into account the maximum reduction in federal income taxes thatcould be obtained from deduction of such state and local taxes.

 

For purposes ofdetermining whether a Gross-Up Payment is due and the calculation of theGross-Up Payment, if any, the value of any non-cash benefits or any deferredpayment or benefit shall be determined by the Company in accordance with theprinciples of Section 280G.  Inmaking these determinations and calculations and in determining the value ofany non-cash benefit or deferred payment or benefit, the Company may rely onthe advice of a firm of recognized attorneys, compensation consultants,appraisers, actuaries, or accountants as to any tax issues with respect tosections 280G or 4999 of the Code, any legal issues with respect tointerpreting this Amendment, the Employment Agreement, any benefit, stockoption, or other agreement, plan, or other law, regulation, judicial or otherauthority which may affect the determinations and calculations hereunder, andthe value or reasonableness of any item of compensation or benefit to bereceived by the Employee.  Subject toSection 20(b) below, the Company’s determinations and calculations shallbe dated as of the date payment is made and addressed to the Company and theEmployee and shall be binding upon the Company and the Employee.

 

(b)                                 Asresult of the uncertainty in the application of Section 280G of the Codeand valuation of certain noncash benefits at the time of the initial determinationsby the Company, it is possible that amounts will not have been paid ordistributed by the Company to or for the benefit of the Employee pursuant tothis Agreement that should have been paid or distributed (“Underpayment”).  In the even that, based upon the assertionof a deficiency by the Internal Revenue Service against the Company or Employeewhich the Company believes has a high probability of being upheld or has beenupheld by a court of final jurisdiction, an Underpayment has occurred, any suchUnderpayment, computed in the same manner as the Gross-Up Payment is computedunder Section 20(a), above, shall be promptly paid by the Company to orfor the benefit of the Employee.

 

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2.                                       Except as amended as set forth herein,the Employment Agreement shall continue in full force and effect according toits terms.

 

**INWITNESS WHEREOF,** the Company has caused this Amendment to beexecuted by its duly authorized officer and the Employee has hereunto affixed hishand as of the day and year first above written.

 
|   | INTERACTIVE  INTELLIGENCE, INC. |
|--------|---------------------------------|
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ Donald E. Brown |   |
|   |                            |   |
|   | Printed:                        | Donald E. Brown |   |
|   |                            |   |
|   | EMPLOYEE                        |   |
|   |                            |   |
|   |                            |   |
|   | /s/ Pamela J. Hynes             |   |
|   |                            |   |
|   | Printed:                        | Pamela J. Hynes |   |
|        |                                 |  |  |  |

 

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