ASSUMPTION OF NON-EMPLOYEE DIRECTOR CHANGE OF CONTROL AGREEMENTS
Exhibit 10.2
ASSUMPTION OF NON-EMPLOYEE DIRECTOR
CHANGE OF CONTROL AGREEMENTS
This Assumption of Non-Employee Director Change of Control Agreements (this “Assumption Agreement”) is made and entered into as of this 1st day of July, 2011, by and among Interactive Intelligence, Inc., an Indiana corporation (“Interactive Intelligence”) and Interactive Intelligence Group, Inc., an Indiana corporation (“ININ Group”).
1. Assignment. Interactive Intelligence hereby assigns, transfers, conveys and sets over unto ININ Group and its successors and permitted assigns, forever, all of Interactive Intelligence’s rights, title and interest in, to and under the Director Agreements, and ININ Group hereby accepts from Interactive Intelligence, all of Interactive Intelligence’s rights, title and interest in, to and under the Director Agreements.
2. Assumption. Pursuant to Section 3 of the Director Agreements, ININ Group, as the successor to Interactive Intelligence and for itself and its successors and assigns, hereby assumes all of Interactive Intelligence’s duties, obligations, responsibilities and liabilities under the Director Agreements and agrees to discharge and perform any and all of the obligations, terms, covenants and agreements of Interactive Intelligence under the Director Agreements.
(a) Interactive Intelligence hereby represents that it is fully authorized to enter into this Assumption Agreement.
(b) Interactive Intelligence agrees to execute and deliver unto ININ Group all such further documentation and instruments of any nature as may be necessary or desirable to fully effect and record the assignment and transfer of the rights and obligations under the Director Agreements.
(a) ININ Group hereby represents that it is fully authorized to enter into this Assumption Agreement.
(b) ININ Group agrees to perform and be bound by all terms, covenants and conditions of the Director Agreements.
5. Interactive Intelligence and ININ Group hereby ratify and confirm the Director Agreements in all respects.
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INTERACTIVE INTELLIGENCE, INC.
By:
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/s/ Xxxxxxx X. Head
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Name: |
Xxxxxxx X. Head
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Its: |
Chief Financial Officer, Senior Vice President of Finance and Administration, Secretary and Treasurer
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INTERACTIVE INTELLIGENCE GROUP, INC.
By:
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/s/ Xxxxxxx X. Head
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Name: |
Xxxxxxx X. Head
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Its: |
Chief Financial Officer, Senior Vice President of Finance and Administration, Secretary and Treasurer
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EXHIBIT A
Non-Employee Director Change of Control Agreement, dated as of June 7, 2007, by and between Interactive Intelligence, Inc. and Xxxxxx X. Hamburg, Ph.D.
Non-Employee Director Change of Control Agreement, dated as of June 7, 2007, by and between Interactive Intelligence, Inc. and Xxxx X. Xxxx
Non-Employee Director Change of Control Agreement, dated as of June 7, 2007, by and between Interactive Intelligence, Inc. and Xxxxxxx X. Xxxx
Non-Employee Director Change of Control Agreement, dated as of May 29, 2008, by and between Interactive Intelligence, Inc. and Xxxxxxx X. Xxxx
Non-Employee Director Change of Control Agreement, dated as of March 29, 2010, by and between Interactive Intelligence, Inc. and Xxxxxxx X. Xxxxxxxx