Exhibit
10.13


EMPLOYMENT AGREEMENT


 


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


 


WITNESSETH:


 


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


 


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


 


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


 


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


 


Section 3.  Title, Services and Duties.


 


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


 


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


 


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


 

















 


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


 


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


 


Section 5.  Termination and Severance Payments


 


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


 


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


 


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


 


Section 6.  Employee Benefits.


 


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


 


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


 


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


 


Section 7.  Covenant Not to Compete.


 


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


 


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


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


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


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


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


 


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


 


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


 


Section 8.  Covenant Not to Disclose Confidential
Information.


 


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


 


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


 


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


 


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


 


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


 


Section 9.  Remedies.


 


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


 


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


 


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


 


Section 10.  Inventions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
  If to the Employee:

  	
   

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

  Employees
  most recent address (please fill in):

  
	
   

  	
   

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


 


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


 


Section 19.  Prior Agreements.


 


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


 


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


 


 


	
   

  	
  /s/ 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 to
the Employment Agreement between Interactive Intelligence, Inc. and, Pamela J.
Hynes, dated November 4 , 1996. 
This Addendum is incorporated therein by reference and shall be an
integral 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 to
that certain Employment Agreement, dated as of November 4, 1996, (the
“Employment Agreement”), by and between Pamela J. Hynes, (the “Employee”) and INTERACTIVE
INTELLIGENCE, INC. ( the “Company”) is made and entered into as of
this 23rd day of February, 2000.


 


 W  I  T  N  E  S  S  E
T  H :


 


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


 


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


 


WHEREAS, in
connection with such amendment to the 1999 Plan, the Board of Directors
determined that the Company should amend the employment agreements of the
employees who have been granted stock options under the 1995 and 1999 Plans and
to provide that if the employee is subjected to the exercise tax imposed under
Section 280G and 4999 of the Internal Revenue Code, the Company shall pay
to such employee an sufficient to reimburse such employee for the amount of
such exercise tax imposed by Section 280G and 4999 (and any equivalent
state or local statues) on and after basis; and


 


WHEREAS, Employee
is agreeable to such amendment;


 


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


 


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


 


Section 20.                                      Gross-up
Payment.


 


(a)                                  If any portion of the severance payments
payable to the Employee hereunder or any other payments or benefits  received or to be received by the Employee
from the Company, including without limitation stock options or restricted
granted pursuant to the 1995 Incentive Stock Options Plan and/.or the 1999
Stock Option and Incentive Plan (as amended) (collectively, “Severance
Benefits”) (whether payable pursuant to the terms of this agreement or
arrangement with the Company or any corporation affiliated with the Company
within 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 the
tax imposed by Section 4999 of the Code (or any successor provision) or by
any substantially equivalent state statute (the “Excise Tax”), then the Company
shall pay to the Employee, on or before the day such Excise Tax is payable by
the Employee through withholding or otherwise, an additional amount (the
“Gross-Up Payment”) such that the net amount retained by the Employee, after
deduction of (i) any Excise Tax, (ii) any federal, state or local income tax,
interest charges or penalties arising in respect of the imposition of such
Excise Tax and, (iii) any federal, state or local income tax or Excise Tax
imposed upon the payment provided for by this Section 20, is equal to the
after-tax amount of such Severance Benefits assuming the Employee had not
incurred any liability for the Excise Tax (i.e., after federal, state and local
income 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 highest
stated marginal rate of federal income taxation in the calendar year in which
the Gross-Up Payment is to be made and (y) state and local income taxes at the
highest stated marginal rates of taxation in the state and locality of the
Employee’s domicile for income tax purposes on the date the Gross-Up Payment is
made taking into account the maximum reduction in federal income taxes that
could be obtained from deduction of such state and local taxes.


 


For purposes of
determining whether a Gross-Up Payment is due and the calculation of the
Gross-Up Payment, if any, the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Company in accordance with the
principles of Section 280G.  In
making these determinations and calculations and in determining the value of
any non-cash benefit or deferred payment or benefit, the Company may rely on
the advice of a firm of recognized attorneys, compensation consultants,
appraisers, actuaries, or accountants as to any tax issues with respect to
sections 280G or 4999 of the Code, any legal issues with respect to
interpreting this Amendment, the Employment Agreement, any benefit, stock
option, or other agreement, plan, or other law, regulation, judicial or other
authority which may affect the determinations and calculations hereunder, and
the value or reasonableness of any item of compensation or benefit to be
received by the Employee.  Subject to
Section 20(b) below, the Company’s determinations and calculations shall
be dated as of the date payment is made and addressed to the Company and the
Employee and shall be binding upon the Company and the Employee.


 


(b)                                 As
result of the uncertainty in the application of Section 280G of the Code
and valuation of certain noncash benefits at the time of the initial determinations
by the Company, it is possible that amounts will not have been paid or
distributed by the Company to or for the benefit of the Employee pursuant to
this Agreement that should have been paid or distributed (“Underpayment”).  In the even that, based upon the assertion
of a deficiency by the Internal Revenue Service against the Company or Employee
which the Company believes has a high probability of being upheld or has been
upheld by a court of final jurisdiction, an Underpayment has occurred, any such
Underpayment, computed in the same manner as the Gross-Up Payment is computed
under Section 20(a), above, shall be promptly paid by the Company to or
for 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 to
its terms.


 


IN
WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer and the Employee has hereunto affixed his
hand 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

  	
   

  
					



 


11