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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2005
 Commission file number 1-10211
 INTER-TEL, INCORPORATED
  Arizona
    
    86-0220994(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1615 S. 52nd StreetTempe, Arizona
    
    85281(Address of principal executive offices)
    
    (Zip Code)(Registrants telephone number, including area code)
    
    (480) 449-8900
   o þ
 o þ
 þ o
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DOCUMENTS INCORPORATED BY REFERENCE
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##### Table of Contents



INTER-TEL, INCORPORATED
2005 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
 PART IIItem 5
    
    Market for the Registrants Common Stock and Related
Shareholder Matters  Equity Compensation Plan InformationPART IIIItem 10
    
    Directors and Executive Officers of the RegistrantItem 11
    
    Executive CompensationItem 12
    
    Security Ownership of Certain Beneficial Owners and ManagementItem 13
    
    Certain Relationships and Related TransactionsItem 14
    
    Principal Accountant Fees and ServicesSignaturesExhibit IndexExhibit 31.1Exhibit 31.2Exhibit 32.1
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##### Table of Contents



EXPLANATORY NOTE
  
 PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED SHAREHOLDER MATTERS
 Equity Compensation Plan Information
  Common shares to
    
    
    
    
    
    Common sharesbe issued upon
    
    Weighted-average
    
    available for futureexercise of
    
    exercise price of
    
    issuance under equityoutstanding
    
    outstanding
    
    compensation plansoptions, warrants
    
    options, warrants
    
    (excluding securitiesand rights
    
    and rights
    
    reflected in column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)Equity compensation
plans approved by
Inter-Tel
shareholders
    
    
    3,580,508
    (1)
    
    $
    16.18
    
    
    
    1,211,807
    (2)Equity compensation
plans not approved
by Inter-Tel
shareholders
    
    
    275,480
    (3)
    
    $
    18.62
    
    
    
    152,076Totals:
    
    
    3,855,988
    
    
    $
    16.36
    
    
    
    1,363,883
 (1)
    
    Includes options to purchase shares outstanding under the plans approved by Inter-Tel
shareholders. Of these shares, options to purchase 100,800 shares were outstanding from the
Inter-Tel 1994 Long-Term Incentive Plan, options to purchase 3,337,208 shares were outstanding
from the Inter-Tel 1997 Long-Term Incentive Plan and options to purchase 142,500 shares were
outstanding from the 1990 Inter-Tel Director Option Plan.(2)
    
    Includes shares available for future issuance under the Inter-Tel 1994 Long-Term Incentive
Plan, the Inter-Tel 1997 Long-Term Incentive Plan, the 1990 Inter-Tel Director Option Plan and
the Inter-Tel 1997 Employee Stock Purchase Plan; excludes securities reflected in column (a).
Of these shares, 33,676 shares were available under the 1994 Long-Term Incentive Plan, 708,372
shares were available under the Inter-Tel 1997 Long-Term Incentive Plan, 72,500 shares were
available under the 1990 Inter-Tel Director Option Plan and 397,259 shares were available
under the Inter-Tel 1997 Employee Stock Purchase Plan. Under the Inter-Tel 1997 Long-Term
Incentive Plan, the amount of shares authorized for issuance increases annually by the lesser
of (a) 2.5% of the outstanding shares on that date, (b) 750,000 shares (subject to appropriate
adjustments for stock splits, dividends, subdivisions, combinations, recapitalizations and
like transactions) or (c) a lesser amount as determined by the Inter-Tel Board of Directors.(3)
    
    As of December 31, 2005, individual options to purchase a total of 275,480 shares had been
assumed or issued in connection with acquisition transactions by Inter-Tel, at a weighted
average exercise price of $18.62 per share. These options were issued under the Inter-Tel
Acquisition Stock Option Plan, which has not been approved by Inter-Tel shareholders.
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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 (a)
    
    Executive Officers  See the Section entitled Directors and Executive Officers of the
Registrant in Part III, Item 10 of the Companys Annual Report on Form 10-K filed on March
16, 2006.(b)
    
    Directors  The names of each of the directors and certain information about each of them are
set forth below.
 Name of Nominee
    
    Age
    
    Current Position
    
    Director SinceNorman Stout
    
    
    48
    
    
    Director and Chief
Executive Officer
    
    2006Alexander Cappello
    
    
    50
    
    
    Chairman of the Board
    
    2005J. Robert Anderson
    
    
    69
    
    
    Director
    
    1997Jerry W. Chapman
    
    
    65
    
    
    Director
    
    1999Gary D. Edens
    
    
    64
    
    
    Director
    
    1994Steven E. Karol
    
    
    51
    
    
    Director
    
    2006Robert Rodin
    
    
    52
    
    
    Director
    
    2006Agnieszka Winkler
    
    
    60
    
    
    Director
    
    2005
 MR. STOUT
 MR. CAPPELLO
 MR. ANDERSON
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MR. CHAPMAN
 MR. EDENS
 MR. KAROL
 MR. RODIN
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MS. WINKLER
 Audit Committee
    Compliance With Section 16(a) of the Exchange Act
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Code of Business Conduct
  
 financialinfo@inter-tel.com nd
 
 ITEM 11. EXECUTIVE COMPENSATION
 Named Executive Officers
 SUMMARY COMPENSATION TABLE
 Long-TermCompensationAwards;
    
    
    AllSecurities
    
    
    OtherSalary
    
    
    Bonus
    
    
    Underlying Options
    
    
    CompensationName and Position
    
    Year
    
    
    ($)
    
    
    ($) (2)
    
    
    (#)
    
    
    ($) (3)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (g)
    
    
    (i)Steven G. Mihaylo (1)(4)(5)
    
    
    2005
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    6,000Chief Executive Officer
    
    
    2004
    
    
    
    315,000
    
    
    
    
    
    
    
    
    
    
    
    6,0002003
    
    
    
    315,000
    
    
    
    46,707
    
    
    
    
    
    
    
    6,032Norman Stout (1)(4)(5)
    
    
    2005
    
    
    
    335,000
    
    
    
    
    
    
    
    70,000
    
    
    
    16,247Exec. Vice President, Chief
    
    
    2004
    
    
    
    315,000
    
    
    
    
    
    
    
    
    
    
    
    18,729Administrative Officer
    
    
    2003
    
    
    
    315,000
    
    
    
    46,707
    
    
    
    100,000
    
    
    
    15,998and Chief Strategy OfficerCraig W. Rauchle (4)(5)
    
    
    2005
    
    
    
    335,000
    
    
    
    
    
    
    
    70,000
    
    
    
    47,201President and
    
    
    2004
    
    
    
    315,000
    
    
    
    
    
    
    
    
    
    
    
    16,574Chief Operating Officer
    
    
    2003
    
    
    
    315,000
    
    
    
    46,707
    
    
    
    100,000
    
    
    
    50,610Jeffrey T. Ford (4)(5)
    
    
    2005
    
    
    
    281,000
    
    
    
    14,261
    
    
    
    15,000
    
    
    
    6,291Sr. Vice President and
    
    
    2004
    
    
    
    263,000
    
    
    
    107,659
    
    
    
    
    
    
    
    11,905Chief Technology Officer
    
    
    2003
    
    
    
    263,000
    
    
    
    88,894
    
    
    
    10,000
    
    
    
    5,030Kurt R. Kneip (5)
    
    
    2005
    
    
    
    201,000
    
    
    
    
    
    
    
    
    
    
    
    6,029Sr. Vice President and
    
    
    2004
    
    
    
    188,000
    
    
    
    
    
    
    
    
    
    
    
    5,857Chief Financial Officer
    
    
    2003
    
    
    
    188,000
    
    
    
    14,726
    
    
    
    7,500
    
    
    
    5,030
 
 (1)
    
    Mr. Mihaylo resigned as Chief Executive Officer on February 22, 2006 and resigned from the
Companys Board of Directors on March 6, 2006. Norman Stout was named as Chief Executive
Officer and as a member of the Board of Directors on February 22, 2006.
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(2)
    
    The Compensation Committee set earnings per share performance levels for the consolidated
Company, upon which incentives were placed for each of the Named Executive Officers. Cash
bonus awards, based upon meeting or exceeding such performance levels and limited to a
percentage of base salary, were set for each executive officer. The maximum bonuses
ranged from 60 percent to 125 percent as a percentage of base salary, as noted in the table
below. For each of the officers except for Jeff Ford, the bonus to be earned was dependent
entirely on meeting established earnings per share goals. Mr. Fords 2005 bonus was
determined one-third on meeting the earnings per share goal and two-thirds on meeting
divisional targets. The bonuses are earned on a sliding scale, with minimum targets that must
be met to earn any bonus and maximum targets that must be achieved to earn the highest
potential bonus. The bonus payout increases ratably for achievements between the minimum and
maximum targets. For 2005, bonus goals based on earnings per share calculations excluded the
impact of in-process research and development charges incurred in connection with
acquisitions. In addition, although the Committee was authorized to use its discretion to
revise the calculated bonus amounts upwards or downwards based on any information the
Committee deems appropriate, no adjustments were made for 2005. The specific earnings per
share and divisional targets have not been included in this description in order to maintain
the confidentiality of the Companys confidential or commercial business information.
Column (d) above reflects net bonuses achieved for these performance targets.
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2005
    
    2005 Maximum Bonus
    
    2005 Maximum Bonus
    
    2005Name
    
    Salary ($)
    
    Opportunity (%)
    
    Opportunity ($)
    
    Bonus AchievedSteven G. Mihaylo
    
    
    350,000
    
    
    
    125
    %
    
    
    437,500
    
    
    
    Norman Stout
    
    
    335,000
    
    
    
    100
    %
    
    
    335,000
    
    
    
    Craig W. Rauchle
    
    
    335,000
    
    
    
    100
    %
    
    
    335,000
    
    
    
    Jeffrey T. Ford
    
    
    281,000
    
    
    
    100
    %
    
    
    281,000
    
    
    
    14,261Kurt R. Kneip
    
    
    201,000
    
    
    
    60
    %
    
    
    120,600
    
    
    
    
 (3)
    
    All Other Compensation included in column (i) above for 2005 includes the following:
 Auto
    
    401K
    
    
    
    
    
    Other (seeName
    
    Allowance
    
    Match
    
    Club Dues
    
    below)
    
    Total2005Steven G. Mihaylo
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000Norman Stout
    
    
    6,000
    
    
    
    6,291
    
    
    
    3,956
    
    
    
    
    
    
    
    16,247Craig W. Rauchle
    
    
    6,000
    
    
    
    5,263
    
    
    
    28,000
    
    
    
    7,938
    
    
    
    47,201Jeffrey T. Ford
    
    
    
    
    
    
    6,291
    
    
    
    
    
    
    
    
    
    
    
    6,291Kurt R. Kneip
    
    
    
    
    
    
    6,029
    
    
    
    
    
    
    
    
    
    
    
    6,0292004Steven G. Mihaylo
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000Norman Stout
    
    
    6,000
    
    
    
    5,905
    
    
    
    6,824
    
    
    
    
    
    
    
    18,729Craig W. Rauchle
    
    
    6,000
    
    
    
    5,465
    
    
    
    5,109
    
    
    
    
    
    
    
    16,574Jeffrey T. Ford
    
    
    
    
    
    
    5,905
    
    
    
    
    
    
    
    
    
    
    
    5,905Kurt R. Kneip
    
    
    
    
    
    
    5,857
    
    
    
    
    
    
    
    
    
    
    
    5,8572003Steven G. Mihaylo
    
    
    6,032
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,032Norman Stout
    
    
    6,000
    
    
    
    5,030
    
    
    
    4,968
    
    
    
    
    
    
    
    15,998Craig W. Rauchle
    
    
    6,000
    
    
    
    5,030
    
    
    
    4,195
    
    
    
    35,385
    
    
    
    50,610Jeffrey T. Ford
    
    
    
    
    
    
    5,030
    
    
    
    
    
    
    
    
    
    
    
    5,030Kurt R. Kneip
    
    
    
    
    
    
    5,030
    
    
    
    
    
    
    
    
    
    
    
    5,030
 Other: During 2005, $7,938 was included in Mr. Rauchles income in connection with travel
costs incurred by him and his guest for attendance at company-sponsored business trips. In
addition, during 2003, Mr. Rauchle received $35,385 in other compensation related to
reimbursement of health and welfare benefits for a family member. No compensation is present
under omitted columns (e), (f) and (h).(4)
    
    Fringe benefits include use of IP telephones or complete Inter-Tel telephone systems in the
home. No amounts have been included in the above tables for such use.(5)
    
    Messrs. Mihaylo, Rauchle, Stout, Ford and Kneip had access to the company aircraft
principally for business use. No amounts have been included in the above tables for such use
based on the de minimis incremental costs to the Company.
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AGGREGATED OPTION EXERCISES IN 2005 AND DECEMBER 31, 2005 OPTION VALUES
 Number of Unexercised
    
    Value of in-the-moneyShares
    
    
    
    
    
    Options at
    
    options at December 31,Acquired on
    
    Value
    
    December 31, 2005 (#)
    
    2005 ($) (2)Exercise
    
    Realized
    
    Exercisable/
    
    Exercisable/Name
    
    (#)
    
    ($) (1)
    
    Unexercisable
    
    Unexercisable(a)
    
    (b)
    
    (c)
    
    (d)
    
    (i)Steven G. Mihaylo
    
    
    
    
    
    
    
    
    
    
     / 
    
    
    
     / Norman Stout
    
    
    200,000
    
    
    
    3,354,465
    
    
    
    262,600/134,400
    
    
    
    1,219,766/1,079,367Craig W. Rauchle
    
    
    225,000
    
    
    
    4,283,000
    
    
    
    317,600/134,400
    
    
    
    3,000,568/1,079,367Jeffrey T. Ford
    
    
    
    
    
    
    
    
    
    
    119,000/14,000
    
    
    
    1,027,785/116,875Kurt R. Kneip
    
    
    20,000
    
    
    
    366,685
    
    
    
    36,000/8,500
    
    
    
    359,685/69,155
 (1)
    
    Based upon the market price of the purchased shares on the exercise date less the option
exercise price paid for such shares.(2)
    
    Based upon the market price of $19.57 per share, which was the closing selling price per
share of Common Stock on the Nasdaq National Market on the last day of the Companys 2005
fiscal year, less the option exercise price payable per share.
 OPTION GRANTS IN LAST FISCAL YEAR
 Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Potential Realizable ValueSecurities
    
    Percent of Total
    
    
    
    
    
    
    
    
    
    at Assumed Annual RatesUnderlying
    
    Options Granted
    
    
    
    
    
    
    
    
    
    of Stock Price AppreciationOptions
    
    To Employees
    
    Exercise
    
    Expiration
    
    for Option Terms (3)Name
    
    Granted
    
    In Fiscal Year (1)
    
    Price ($/Sh)
    
    Date (2)
    
    5%($)
    
    10%($)Norman Stout
    
    
    70,000
    
    
    
    9.9
    %
    
    $
    19.13
    
    
    
    5/3/2015
    
    
    $
    842,153
    
    
    $
    2,134,181Craig W. Rauchle
    
    
    70,000
    
    
    
    9.9
    %
    
    $
    19.13
    
    
    
    5/3/2015
    
    
    $
    842,153
    
    
    $
    2,134,181Jeffrey T. Ford
    
    
    15,000
    
    
    
    2.1
    %
    
    $
    19.13
    
    
    
    5/3/2015
    
    
    $
    180,461
    
    
    $
    457,324
  Increase in market value of the
Companys Common Stock for all
shareholders at assumed annual
rates of stock price
appreciation (as used in the
table above) from $19.57 per
share, over the ten-year period,
based on 26.3 million shares
outstanding on December 31,
2005.
    
    5% (to $31.88/sh)
$323.2 million
    
    10% (to $50.76/sh)
$819.2 million
 (1)
    
    The Company granted options to purchase 707,300 shares of Common Stock to employees and
directors in fiscal 2005 pursuant to the Companys 1997 Long Term Incentive Plan and Director
Stock Option Plan, in each case as amended. The above listed executive officer option grants
vest 1/3 per annum on the anniversary of the grant date over 3 years. All Director Stock
Option Plan grants vest six months from the date of grant. The exercise price for each option
to purchase Common Stock equals the fair market value of the Common Stock on the date of such
grant.(2)
    
    The term of each option is ten years. Options may terminate before their expiration upon
the termination of the optionees status as an employee or consultant, or upon the death of
the optionee.(3)
    
    Potential realizable value assumes that the stock price increases from the date of grant
until the end of the option term (10 years) at the annual rate specified (5% and 10%). Annual
compounding results in total appreciation of 62.9% (at 5% per year) and 159.4% (at 10% per
year). The assumed annual rates of appreciation are mandated by the rules of the Securities
and Exchange Commission and do not represent the Companys estimate or projection of future
stock price growth. Actual gains, if any, on stock option exercises are dependent upon the
Companys future financial performance, overall market conditions and the option holders
continued employment or consultancy through the vesting period.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Shares of Common Stock Beneficially OwnedOwnedExcluding
    
    Right to
    
    Total Number
    
    PercentName
    
    Stock Options
    
    Acquire (2)
    
    of Shares (1)
    
    of Total (3)J. Robert Anderson
    
    
    20,000
    
    
    
    35,000
    
    
    
    55,000
    
    
    
    *Alexander Cappello
    
    
    
    
    
    
    7,500
    
    
    
    7,500
    
    
    
    *Jerry W. Chapman
    
    
    4,069
    
    
    
    35,000
    
    
    
    39,069
    (4)
    
    
    *Gary D. Edens
    
    
    19,792
    
    
    
    35,000
    
    
    
    54,792
    
    
    
    *Agnieszka Winkler
    
    
    
    
    
    
    7,500
    
    
    
    7,500
    
    
    
    *Norman Stout
    
    
    18,861
    
    
    
    380,333
    
    
    
    399,194
    (5)
    
    
    1.5Craig W. Rauchle
    
    
    5,898
    
    
    
    355,190
    
    
    
    361,088
    
    
    
    1.3Jeffrey T. Ford
    
    
    63,672
    
    
    
    134,000
    
    
    
    197,672
    (6)
    
    
    *Kurt R. Kneip
    
    
    25,078
    
    
    
    41,500
    
    
    
    66,578
    (7)
    
    
    *All directors and
executive officers
as a group (9
persons)
    
    
    157,370
    
    
    
    1,031,024
    
    
    
    1,188,394
    
    
    
    4.3Other Beneficial Owners:Steven G. Mihaylo
    
    
    5,179,498
    
    
    
    
    
    
    
    5,179,498
    
    
    
    18.9P.O Box 19790, Reno, NV 89511Entities Affiliated with Barclays (8)
45 Fremont Street, San Francisco, CA 94105
    
    
    2,340,549
    
    
    
    
    
    
    
    2,340,549
    (8)
    
    
    8.5Dalton, Greiner, Hartmen, Maher & Co LLC
565 Fifth Ave., Suite 2101, New York, NY 10017
    
    
    1,356,607
    
    
    
    
    
    
    
    1,356,607
    
    
    
    4.9
 
 *
    
    Less than 1%.(1)
    
    Determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Under this rule, a person is deemed to be the beneficial owner of securities that
can be acquired by such person within 60 days from the Record Date upon the exercise of
options. Each beneficial owners percentage ownership is determined by assuming that all
options held by such person (but not those held by any other person) that are exercisable
within 60 days from the Record Date have been exercised. All persons named in the table have
sole voting and investment power with respect to all shares issuable pursuant to stock
options. Unless otherwise noted in subsequent footnotes to this table, the Company believes
that all persons named in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them.(2)
    
    Shares that can be acquired through stock options vested through March 22, 2006, or within 60
days of that date.(3)
    
    Determined by dividing total number of shares by the sum of the total consolidated
outstanding shares on the Record Date of 26,386,651 plus 1,031,024 shares that can be acquired
through stock options as identified in item (2) above.(4)
    
    With respect to 4,069 of these shares, Mr. Chapman shares voting and investment power with
his spouse.(5)
    
    With respect to 18,861 of these shares, Mr. Stout shares voting and investment power with his
spouse.(6)
    
    With respect to 62,417 of these shares, Mr. Ford shares voting and investment power with his
spouse.(7)
    
    With respect to 20,000 of these shares, Mr. Kneip shares voting and investment power with his
spouse.(8)
    
    Based solely upon information contained in a Schedule 13G filed January 31, 2006. Of the
total 2,340,549 shares owned, 1,821,669 shares were reported by Barclays Global Investors, NA
and
518,880 shares were reported by Barclays Global Fund Advisors. Of these shares, the number
of shares to which Barclays has sole power to vote or direct the vote totaled 2,084,456
shares,
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and sole power to dispose or to direct the disposition of totaled 2,340,549 shares.
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Change of Control Agreements
 Change of Control Severance Agreements
 Tier 1 (a)
    
    Tier 2 (b)Steven G. Mihaylo
    
    Jeffrey T. FordNorman Stout
    
    John L. GardnerCraig W. Rauchle
    
    Kurt R. Kneip
 
 (a)
    
    Refer to Exhibit 10.63 to our Annual Report on Form 10-K filed March 12,
2004 for a copy of the sample Tier 1 Agreement.(b)
    
    Refer to Exhibit 10.64 to our Annual Report on Form 10-K filed March 12, 2004
for a copy of the sample Tier 2 Agreement.
   
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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2005
    
    2004Audit Fees (1)Audit of consolidated financial statements
    
    $
    283,000
    
    
    $
    231,000Sarbanes-Oxley section 404 attestation of internal controls
    
    
    431,000
    
    
    
    439,000Statutory audit of Lake Communications
    
    
    42,000
    
    
    
    Timely quarterly reviews
    
    
    62,000
    
    
    
    55,500Total Audit Fees
    
    
    818,000
    
    
    
    725,500Audit-Related Fees (2)Consultation on SEC matters
    
    
    
    
    
    
    2,200Section 404 assistance
    
    
    
    
    
    
    5,500Total Audit-Related Fees
    
    
    
    
    
    
    7,700All Other Fees (2)Form S-8, Stock Options and Other
    
    
    2,500
    
    
    
    2,500Total All Other Fees
    
    
    2,500
    
    
    
    2,500Total Fees
    
    $
    820,500
    
    
    $
    710,700
 (1)
    
    Includes fees and expenses related to the fiscal year audit and interim
reviews, notwithstanding when the fees and expenses were billed or when the services
rendered.(2)
    
    Includes fees and expenses for services rendered from January through December
of the fiscal year, notwithstanding when the fees and expenses were billed.
  
 SIGNATURES
  INTER-TEL, INCORPORATEDBY:      /s/  Norman StoutNorman StoutDirector and Chief Executive Officer  14




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##### Table of Contents



EXHIBIT INDEX
 Exhibits incorporated herein by reference.
 3.1(10)
    
    Articles of Incorporation, as amended.3.2(22)
    
    By-Laws, as amended.10.15(1)
    
    Registrants form of standard Distributor Agreement.10.16(1)
    
    Registrants form of standard Service Agreement.10.35(3)
    
    Agreement between Registrant and Samsung Semiconductor and Telecommunications Company,
Ltd. dated October 17, 1984.10.37(3) *
    
    Tax Deferred Savings Plan.10.51(11) *
    
    1990 Directors Stock Option Plan and form of Stock Option Agreement.10.52(15) *
    
    Inter-Tel, Incorporated 1994 Long-Term Incentive Plan and forms of Stock Option
Agreements.10.53(12)
    
    Agreement between Registrant and Maxon Systems, Inc. dated February 27, 1990.10.54(12)
    
    Agreement between Registrant and Varian Tempe Electronics Center dated February 26,
1991.10.55(12)
    
    Agreement between Registrant and Jetcrown Industrial Ltd. dated February 18, 1993.10.56(13) *
    
    Employee Stock Ownership Plan.10.57(14)
    
    Loan and Security Agreement dated March 4, 1997 between Bank One, Arizona, N.A. and
Registrant and Modification Agreement dated July 25, 1997.10.58 (16)
    
    Development, Supply and License Agreement between Registrant and QUALCOMM dated
January 17, 1996.10.59(17) *
    
    Inter-Tel, Incorporated 1997 Long-Term Incentive Plan.10.60(18) *
    
    Inter-Tel, Incorporated 1997 Employee Stock Purchase Plan.10.61(19) *
    
    Inter-Tel, Incorporated Acquisition Stock Option Plan and form of Stock Option Agreement.10.62(20)
    
    Computer Telephony Asset Purchase Agreement dated as of October 17, 1999 by and between
Executone Information Systems, Inc., Inter-Tel, Incorporated and Executone Inter-Tel
Business Information Systems, Inc.10.63(21) *
    
    Form of Key Employee Tier 1 Change of Control Severance Agreement.10.64(21) *
    
    Form of Key Employee Tier 2 Change of Control Severance Agreement.10.65(23)
    
    Non-Employee Director Non-Qualified Deferred Compensation Plan.13.0 (23)
    
    Excerpts from Annual Report to Security Holders.21(23)
    
    Subsidiaries of Inter-Tel, Incorporated.23.0(23)
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm24.1(23)
    
    Power of Attorney.
 
 (1)
    
    Incorporated by reference to Registrants Registration Statement on Form S-1 (File
No. 2-70437).(3)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K for the year
ended November 30, 1984 (File No. 0-10211), Registration Statement on Form S-8 (File No.
333-
 15




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##### Table of Contents



106868) and Registrants Annual Report on Form 11-K for the year ended December 31, 2002
(File No. 0-10211)(10)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K for the year
ended December 31, 1988 (File No. 0-10211).(11)
    
    Incorporated by reference to Registrants Registration Statement on Form S-8 (File
No. 33-40353).(12)
    
    Incorporated by reference to Registrants Registration Statement on Form S-1 (File
No. 33-70054).(13)
    
    Incorporated by reference to Registrants Registration Statement on Form S-8 (File
No. 33-73620).(14)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 0-10211).(15)
    
    Incorporated by reference to Registrants Proxy Statement dated March 23, 1994 and to
Registrants Registration Statement on Form S-8 (File No. 33-83826).(16)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-10211).(17)
    
    Incorporated by reference to Registrants Registration Statements on Forms S-8 (File
Nos. 333-41197, 333-85098, 333-104642, 333-113600, and 333-123506).(18)
    
    Incorporated by reference to Registrants Registration Statements on Forms S-8 (File
Nos. 333-41197 and 333-87474).(19)
    
    Incorporated by reference to Registrants Registration Statements on Forms S-8 (File
Nos. 333-56872, 333-67261 and 333-85098).(20)
    
    Incorporated by reference to Registrants Report on Form 8-K (File No. 0-10211, filed
on January 14, 2000).(21)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K for the year
ended December 31, 2003 (File No. 0-10211).(22)
    
    Incorporated by reference to Registrants Report on Form 8-K (File No. 0-10211, filed
on February 27, 2006).(23)
    
    Incorporated by reference to Registrants Report on Form 10-K for the year ended
December 31, 2005 (File No. 0-10211, filed March 16, 2006)
 
 *
    
    Management contracts or compensatory plan or arrangement required to be filed as an
exhibit to this report on Form 10-K.
 Exhibits filed herewith.
 31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code).
 16