Exhibit 10.28


    

      EXHIBIT
        10.28

      INTERACTIVE
        INTELLIGENCE, INC. 

      EMPLOYEE
        STOCK PURCHASE PLAN

      (As
        Amended)

      


      Section
        1. Designation and Purpose of Plan.
        The name
        of this Plan is the Interactive Intelligence, Inc. Employee Stock Purchase
        Plan.
        The purpose of the Plan is to provide incentives, through the ownership of
        Company common stock, for employees to enhance Company performance through
        their
        services. The Plan is intended to comply, and should be interpreted where
        possible to comply, with the terms of Code section 423.

      


      Section
        2. Definitions.
        As used
        in the Plan, the following terms, when capitalized, have the following
        meanings:

       

      (a)
        "Agent" means Norwest Bank Minnesota, N.A., or any successor agent selected
        by
        the Company.

       

       

      (b)
        "Beneficiary" means, with respect to a Participant, the individual or estate
        designated, pursuant to Section 11, to receive the Participant's Payroll
        Deduction Account balance and Investment Account assets in the event of the
        Participant's death.

       

       

      (c)
        "Board" means the Board of Directors of the Company.

       

       

      (d)
        "Code" means the Internal Revenue Code of 1986, as amended from time to time,
        and its interpretive rules and regulations. 

       

       

      (e)
        "Committee" means the Employee Stock Purchase Plan Committee established
        pursuant to Section 12 to administer the Plan. 

       

       

      (f)
        "Common Stock" means the Company's common stock, $0.01 par value. 

       

       

      (g)
        "Company" means Interactive Intelligence, Inc. and any successor by merger,
        consolidation or otherwise. 

       

       

      (h)
        "Compensation" means, with respect to an Eligible Employee for a calendar
        year,
        the Eligible Employee's wages, salary, commissions, bonuses, and other
        remuneration for services, including salary reduction contributions pursuant
        to
        elections under a plan subject to Code sections 125 or 401(k). 

       

       

      (i)
        "Designated Subsidiary" means any Subsidiary of the Company that is designated
        from time to time by the Committee to permit the employees of that Subsidiary
        to
        participate in the Plan.

       

       

      (j)
        "Effective Date" means April 1, 2000, subject to approval of the Plan by
        the
        Company's shareholders within 12 months of the Plan's adoption. 

       

       

      (k)
        "Eligible Employee" means any employee of the Company or any Designated
        Subsidiary that meets the eligibility requirements of Section 4. 

       

       

      (l)
        "Enrollment Form" means the form filed with the Committee authorizing payroll
        deductions pursuant to Section 5. 

       

       

      (m)
        "Entry Date" means the first day of each calendar quarter that coincides
        with or
        follows the Effective Date. 

       

       

      (n)
        "Fair
        Market Value" means, with respect to any Investment Date, the closing price,
        as
        reported on The Nasdaq Stock Market, on such Investment Date. 

       

       

      (o)
        "Investment Account" means the account established for each Participant to
        hold
        Common Stock purchased under the Plan pursuant to Section 6. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (p)
        "Investment Date" means the first business day of each calendar quarter after
        the Effective Date, on which shares of Common Stock are or could be traded
        on
        The Nasdaq Stock Market.

       

       

      (q)
        "Participant" means an Eligible Employee who elects to participate in the
        Plan
        by filing an Enrollment Form pursuant to Section 5 and who has not ceased
        to
        participate in the Plan pursuant to Section 10. 

       

       

      (r)
        "Payroll Deduction Account" means the account established for a Participant
        to
        hold payroll deductions pursuant to Section 5. 

       

       

      (s)
        "Plan" means this instrument and the employee stock purchase plan established
        by
        this instrument. 

       

       

      (t)
        "Purchase Price" means the price for each whole and fractional share of Common
        Stock, including those purchased by dividend reinvestment, which shall be
        95% of
        the Fair Market Value of such whole or fractional share as of the Investment
        Date. 

       

       

      (u)
        "Subsidiary" means any corporation which is a "subsidiary corporation" of
        the
        Company as such term is defined in Section 424 of the Code. 

       

      


      Section
        3. Shares Reserved for the Plan.
        The
        Company shall reserve for issuance and purchase by employees under the Plan
        an
        aggregate of 750,000 shares of Common Stock, subject to adjustment as provided
        in Section 14. Shares subject to the Plan shall be authorized but unissued
        shares, treasury shares or shares purchased on the open market or in private
        transactions. Shares needed to satisfy the Plan may be acquired from the
        Company
        or by purchases at the Company's expense on the open market or in private
        transactions. 

      


      Section
        4. Eligible Employees.
        All
        employees of the Company or any Designated Subsidiary are eligible to
        participate in the Plan, except the following: 

       

      (a)
        any
        employee who had not been employed for more than 30 days prior to the Entry
        Date; 

       

       

      (b)
        any
        employee whose customary employment is 20 hours or less per week; and


       

       

      (c)
        any
        employee whose customary employment is for not more than 5 months in a calendar
        year. 

       

      


      Section
        5. Election to Participate.
        Each
        Eligible Employee may become a Participant on the Entry Date that coincides
        with
        or follows the date he first becomes an Eligible Employee, by complying with
        this Section. 

       

      (a)
        The
        Eligible Employee shall file with the Committee an Enrollment Form authorizing
        specified regular payroll deductions from his Compensation. 

       

       

      (b)
        Regular payroll deductions shall be subject to a minimum deduction of 1%
        and a
        maximum deduction of 20% of Compensation for the payroll period and to a
        maximum
        deduction per payroll period of $1,000. 

       

       

      (c)
        The
        Company shall hold all payroll deduction amounts as part of its general assets,
        but shall credit each Participant's payroll deduction amounts, without interest,
        to a Payroll Deduction Account in his name. 

       

       

      (d)
        To
        begin participation as of an Entry Date, an Eligible Employee must file his
        Enrollment Form with the Committee not less than 14 days before that Entry
        Date,
        unless a shorter period of time is prescribed by the Committee. An Enrollment
        Form not filed within the prescribed filing period shall be effective the
        second
        Entry Date following the filing of the Enrollment Form. 

       

       

      (e)
        A
        Participant may increase or decrease his payroll deduction, effective as
        of the
        next Entry Date, by filing a new Enrollment Form. 

       

       

      (f)
        At
        any time during the first 2 1⁄2 months of a calendar quarter, a Participant may
        elect to terminate his payroll deductions and receive a refund of the balance
        in
        his Payroll Deduction Account accumulated during that calendar quarter. In
        that
        event, he shall not again become a Participant until the second Entry Date
        following his election to terminate. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      
      

      Section
        6. Participant Purchases and Investment Accounts.
        On each
        Investment Date, each Participant shall be deemed, without further action,
        to
        have purchased shares of Common Stock with the entire balance in his Payroll
        Deduction Account, and the Agent shall credit the purchased shares to the
        Participant's Investment Account.

       

      (a)
        The
        Participant shall be credited with the number of whole and fractional shares
        (rounded to three decimal places) that his Payroll Deduction Account balance
        can
        purchase at the Purchase Price on that Investment Date.

       

       

      (b)
        All
        dividends paid with respect to the whole and fractional shares of the Common
        Stock and shares so purchased shall be reinvested in Common Stock and added
        to
        the shares held for a Participant in his Investment Account.

       

       

      (c)
        Expenses incurred in the purchase of shares and the expenses of the Agent
        shall
        be paid by the Company. 

       

      


      Section
        7. Limitation on Purchases.
        Participant purchases are subject to the following limitations: 

       

      (a)
        During any one calendar year, a Participant may not purchase, under the Plan
        or
        under any other plan qualified under Code section 423, shares of Common Stock
        having a Fair Market Value (determined by reference to the Fair Market Value
        on
        each date of purchase) in excess of $25,000.

       

       

      (b)
        During any one calendar year, all Participants who are corporate officers
        of the
        Company may not purchase, in the aggregate, more than 50% of the Common Stock
        purchased under the Plan during that calendar year.

       

       

      (c)
        A
        Participant's Payroll Deduction Account may not be used to purchase Common
        Stock
        on any Investment Date to the extent that, after such purchase, the Participant
        would own (or be considered as owning within the meaning of Code section
        424(d))
        stock possessing 5% or more of the total combined voting power of the Company.
        For this purpose, stock that the Participant may purchase under any outstanding
        option shall be treated as owned by such Participant. As of the first Investment
        Date on which this paragraph limits a Participant's ability to purchase Common
        Stock, the Participant's payroll deductions shall terminate, and he shall
        receive a refund of the balance in his Payroll Deduction Account. 

       

      


      Section
        8. Stock Purchases by Agent.
        As of
        each Investment Date, the Agent shall acquire, using the accumulated balances
        of
        all Participants' Payroll Deduction Accounts, shares of Common Stock to be
        credited to those Participants' Investment Accounts. 

       

      (a)
        The
        Agent shall acquire shares issued or held as treasury shares by the Company
        or,
        if directed by the Committee, by purchases on the open market or in private
        transactions. 

       

       

      (b)
        If
        shares are purchased in one or more transactions on the open market or in
        private transactions at the direction of the Committee, the Company will
        pay the
        Agent the difference between the Purchase Price and the price at which such
        shares are purchased for Participants. 

       

      


      Section
        9. Investment Account Withdrawals.
        Upon 5
        business days advance written notice to the Agent, a Participant may elect
        as of
        any Investment Date to withdraw the assets in his Investment Account.


       

      (a)
        The
        Participant may elect to obtain a certificate for the whole shares of Common
        Stock credited to his Investment Account. As a condition of participation
        in the
        Plan, each Participant agrees to notify the Company if he sells or otherwise
        disposes of any of his shares of Common Stock within two years of the Entry
        Date
        immediately preceding the Investment Date on which such shares were purchased.
        

       

       

      (b)
        The
        Participant may elect that all shares in his Investment Account be sold and
        that
        the proceeds, less expenses of sale, be remitted to him. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      (c)
        In
        either event, the Agent will sell any fractional shares held in the Investment
        Account and remit the proceeds of such sale, less selling expenses, to the
        Participant. 

       

       

      (d)
        If a
        Participant withdraws the assets in his Investment Account, he shall cease
        to be
        a Participant and shall not again become a Participant until the second Entry
        Date following the withdrawal. 

       

      


      Section
        10. Cessation of Participation.
        If a
        Participant dies, terminates employment, or withdraws assets from his Investment
        Account, he shall cease to participate in the Plan, the Company shall refund
        the
        balance in his Payroll Deduction Account, and the Agent shall distribute
        the
        assets in his Investment Account. 

       

      (a)
        In
        the event of the Participant's death, his Payroll Deduction Account balance
        and
        his Investment Account assets shall be distributed to his Beneficiary.


       

       

      (b)
        If
        the Participant terminates employment, his Payroll Deduction Account balance
        and
        his Investment Account assets shall be distributed to him. 

       

       

      (c)
        Upon
        distribution, the Participant or, in the event of his death, his Beneficiary
        may
        elect to obtain a certificate for the whole shares of Common Stock credited
        to
        the Participant's Investment Account or may elect that any whole shares in
        his
        Investment Account be sold. In that event, the Agent will sell such whole
        shares
        and any fractional shares held in the Investment Account and remit the proceeds
        of such sale, less selling expenses. 

       

      


      Section
        11. Beneficial Interests in Plan.
        Each
        Payroll Deduction Account and each Investment Account shall be in the name
        of
        the Participant. A Participant may designate a Beneficiary to receive his
        interests in both accounts in the event of his death by complying with
        procedures prescribed by the Committee. If a Participant dies without having
        designated a Beneficiary, or if the Beneficiary does not survive the
        Participant, the Participant's estate shall be his Beneficiary. 

      


      Section
        12. Administration of the Plan.
        The Plan
        shall be administered by the Employee Stock Purchase Plan Committee.


       

      (a)
        The
        Committee shall consist of not less than three members appointed by the Board.
        The Board from time to time may fill vacancies in the Committee. 

       

       

      (b)
        Subject to the express provisions of the Plan, the Committee shall have the
        authority to take any and all actions (including directing the Agent as to
        the
        acquisition of shares) necessary to implement the Plan and to interpret the
        Plan, to prescribe, amend and rescind rules and regulations relating to it,
        and
        to make all other determinations necessary or advisable in administering
        the
        Plan. All of such determinations shall be final and binding upon all persons.
        

       

       

      (c)
        A
        quorum of the Committee shall consist of a majority of its members and the
        Committee may act by vote of a majority of its members at a meeting at which
        a
        quorum is present, or without a meeting by a written consent to their action
        taken signed by all members of the Committee. 

       

       

      (d)
        The
        Committee may request advice or assistance or employ such other persons as
        are
        necessary for proper administration of the Plan. 

       

      


      Section
        13. Rights Not Transferable.
        Rights
        under the Plan are not transferable by a Participant. 

      


      Section
        14. Change in Capital Structure.
        Despite
        anything in the Plan to the contrary, the Committee may take the following
        actions without the consent of any Participant or Beneficiary, and the
        Committee's determination shall be conclusive and binding on all persons
        for all
        purposes. 

       

      (a)
        In
        the event of a stock dividend, stock split or combination of shares,
        recapitalization or merger in which the Company is the surviving corporation
        or
        other change in the Company's capital stock (including, but not limited to,
        the
        creation or issuance to shareholders generally of rights, options or warrants
        for the purchase of common stock or preferred stock of the Company), the
        number
        and kind of shares of stock or securities of the Company to be subject to
        the
        Plan, the maximum number of shares or securities which may be delivered under
        the Plan, the selling price and other relevant provisions shall be appropriately
        adjusted by the Committee, whose determination shall be binding on all persons.
        

       

      (b)
        If
        the Company is a party to a consolidation or a merger in which the Company
        is
        not the surviving corporation, a transaction that results in the acquisition
        of
        substantially all of the Company's outstanding stock by a single person or
        entity, or a sale or transfer of substantially all of the Company's assets,
        the
        Committee may take such actions with respect to the Plan as the Committee
        deems
        appropriate. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Section
        15. Amendment of the Plan.
        The
        Board may at any time, or from time to time, amend the Plan in any respect.
        The
        shareholders of the Company, however, must approve any amendment that would
        increase the number of shares of Common Stock that may be issued under the
        Plan
        (other than an increase merely reflecting a change in capitalization of the
        Company) or a change in the designation of any corporations (other than a
        Subsidiary) whose employees become Eligible Employees under the Plan.


      


      Section
        16. Termination of the Plan.
        The Plan
        and all rights of employees and beneficiaries under the Plan shall terminate:
        

       

      (a)
        on
        the Investment Date that Participants become entitled to purchase a number
        of
        shares greater than the number of reserved shares remaining available for
        purchase; or 

       

      (b)
        at
        any date at the discretion of the Board. 

       

      In
        the
        event that the Plan terminates under circumstances described in (a) above,
        reserved shares remaining as of the termination date shall be issued to
        Participants on a prorata basis. Upon termination of the Plan, each Participant
        shall receive the balance in his Payroll Deduction Account and all shares
        in his
        Investment Account. 

      


      Section
        17. Indemnification of Committee.
        Members
        of the Committee shall be entitled to indemnification and reimbursement to
        the
        same extent applicable to directors of the Company pursuant to its Articles
        of
        Incorporation and Bylaws. 

      


      Section
        18. Government Regulations.
        The
        Plan, the grant and exercise of the rights to purchase shares under the Plan,
        and the Company's obligation to sell and deliver shares upon the exercise
        of
        rights to purchase shares, shall be subject to all applicable federal, state
        and
        foreign laws, rules and regulations, and to such approvals by any regulatory
        or
        government agency as may, in the opinion of counsel for the Company, be
        required. 

      


      Interactive
        Intelligence, Inc.
        has
        caused this Interactive Intelligence, Inc. Employee Stock Purchase Plan to
        be
        adopted as of April 1, 2000. 

      


      Amendment
        approved by the Board of Directors of Interactive Intelligence, Inc. as of
        April
        1, 2005

      


      Amendment
        approved by the Shareholders of Interactive Intelligence, Inc. as of May
        19,
        2005

      


      Amendment
        approved by the Board of Directors of Interactive Intelligence, Inc. as of
        December 30, 2005