INTERACTIVE INTELLIGENCE, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER 2006 EQUITY INCENTIVE PLAN
Exhibit
10.35
INTERACTIVE
INTELLIGENCE, INC.
UNDER
2006 EQUITY INCENTIVE PLAN
This
Agreement ("Agreement"), effective as of the ____ day of ______________, 20__
("Grant Date"), is by and between Interactive Intelligence, Inc. ("Company")
and
_____________ ("Grantee").
The
Grantee now serves the Company or a Subsidiary as an Employee, and in
recognition of the Grantee's valued services, the Company, through the
Committee, desires to provide an opportunity for the Grantee to increase his
or
her stock ownership in the Company pursuant to the provisions of the Interactive
Intelligence, Inc. 2006 Equity Incentive Plan (the "Plan").
In
consideration of the terms and conditions of this Agreement and the Plan, the
terms of which are incorporated as a part of this Agreement, the parties agree
as follows:
1. Grant
of Option.
As of
the date indicated above, the Company hereby grants to the Grantee the right
and
option ("Option") to purchase all or any part of an aggregate of ______________
Shares.
2. Incentive
Status.
This
Option is intended to qualify as an incentive stock option under Code Section
422, and shall be subject to terms governing incentive stock options in the
Plan
and the Code.
3. Exercise
Price.
The
Exercise Price of each Share covered by this Option is $__________ per
Share.
4. Vesting
of Option.
Subject
to the terms of the Plan and this Agreement, including paragraph 5 below, the
Grantee will vest in and be entitled to exercise this Option at the time the
Committee selects below:
______
(a) this Option shall become exercisable as to _________ [insert
fraction, such as 1/4]
of the
Shares on a cumulative basis, on each of the __________________ [insert
anniversary dates, such as first, second, third and fourth]
anniversaries of the Grant Date (time-based vesting (graded));
______
(b) on __________ ___, 2____ (time-based vesting (cliff));
______
(c) on the date or dates the Grantee achieves the Performance Measures, as
specified in Attachment A to this Agreement (performance-based
vesting).
5. Term
of Option.
This
Option expires at the close of business on __________ ___, 20___ (not to exceed
ten years from the Grant Date), unless it expires earlier pursuant to the
following rules:
(a) Upon
termination of the Grantee's employment for Cause, this Option will terminate
immediately and the Grantee will (if the Committee, in its sole discretion,
exercises its rights under this section within ten (10) days of the termination)
repay to the Company within then (10) days of the Committee’s written demand the
amount of any gain the Grantee had realized upon any exercise within the 90-day
period prior to the termination of this Option;
(b) Upon
termination of the Grantee’s employment due to death or Disability, the Grantee
or the Grantee’s beneficiary, as the case may be, may exercise this Option to
the extent the Grantee was entitled to exercise this Option on the date of
termination, but only within the one (1)-year period immediately following
the
Grantee’s termination due to death or Disability, and in no event after the date
this Option expires in accordance with its terms; and
(c) Upon
termination by the Company of the Grantee's employment without Cause, or upon
termination of employment by the Grantee for a reason other than death or
Disability, or upon the Grantee’s Retirement, the Grantee may exercise this
Option to the extent that the Grantee was entitled to exercise this Option
at
the date of termination, but only within the one (1) month period immediately
following the Grantee’s termination, and in no event after the date this Option
expires in accordance with its terms.
6. Exercise.
The
Grantee may exercise this Option, to the extent vested, by delivering a written
notice to the Company, specifying the number of Shares for which he or she
is
exercising the Option, and specifying the method of payment for the Exercise
Price. The Grantee may pay the Exercise Price by any of the following
means:
(a) in
cash
or its equivalent;
(b) by
tendering (either actually or constructively by attestation) Shares having
an
aggregate Fair Market Value at the time of exercise equal to the Exercise Price
that the Grantee has held for at least __________
(___) months;
(c) Cashless
Exercise; or
(d) by
a
combination of any of the permitted methods of payment in subparagraphs (a),
(b), and (c) above.
7. Non-Assignability.
Except
as provided in the Plan or this Agreement, this Option is not assignable or
transferable by the Grantee otherwise than by will or by the laws of descent
and
distribution and is exercisable, during the Grantee's lifetime, only by the
Grantee or his or her guardian or legal representative.
8. Change
in Control.
Upon
the
occurrence of a Change in Control, Section
19 of the Plan will govern this
Option.
9. Withholding.
Prior
to the delivery of any Shares pursuant to this Option, the Company has the
right
and power to deduct or withhold, or require the Grantee to remit to the Company,
an amount sufficient to satisfy all applicable tax withholding requirements.
The
Company may permit or require the Grantee to satisfy all or part of the tax
withholding obligations in connection with this Option by (a) having the Company
withhold otherwise deliverable Shares, or (b) delivering to the Company
Shares already owned for a period of at least six (6) months (or such longer
or
shorter period as may be required to avoid a charge to earnings for financial
accounting purposes), in each case having a value equal to the amount to be
withheld, which shall not exceed the amount determined by the applicable minimum
statutory tax withholding rate (or such other rate as will not result in a
negative accounting impact). For these purposes, the value of the Shares to
be
withheld or delivered will be equal to the Fair Market Value as of the date
that
the taxes are required to be withheld.
10. Notices.
All
notices and other communications required or permitted under this Agreement
shall be written and delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt required, addressed as
follows: if to the Company, to the Company's executive offices in Indianapolis,
Indiana, and if to the Grantee or his or her successor, to the address last
furnished by the Grantee to the Company. Notwithstanding the foregoing, though,
the Company may authorize notice by any other means it deems desirable or
efficient at a given time, such as notice by facsimile or electronic
mail.
11. No
Employment Rights.
Neither
the Plan nor this Agreement confers upon the Grantee any right to continue
in
the employ of the Company or interferes in any way with the right of the Company
to terminate the Grantee's employment at any time.
12. Defined
Terms.
All of
the defined terms, or terms that begin with capital letters and have a special
meaning for purposes of this Agreement, have the meaning ascribed to them in
this Agreement. All defined terms to which this Agreement does not ascribe
a
meaning have the meaning ascribed to them in the Plan.
13. Plan
Controlling.
The
terms and conditions set forth in this Agreement are subject in all respects
to
the terms and conditions of the Plan, which are controlling. All determinations
and interpretations of the Committee are binding and conclusive upon the Grantee
and his or her legal representatives. The Grantee agrees to be bound by the
terms and provisions of the Plan.
[SIGNATURES
APPEAR ON THE FOLLOWING PAGE]
________________________________
[GRANTEE
SIGNATURE]
Print
Name: ______________________
INTERACTIVE
INTELLIGENCE, INC.
By:______________________________
Print
Name: _______________________
Title:_____________________________
ATTACHMENT
A
TO
PERFORMANCE-BASED
VESTING
I. Performance
Measures and Beginning of Performance Period
Pursuant
to the terms of the Plan and paragraph 4 of this Agreement, the Grantee will
vest in this Option only upon the achievement, under the terms applicable in
part II below and within the Performance Period that begins on the date
specified in this part I, of the following Performance Measures: [specify
the applicable Performance Measures and the first day of the Performance
Period]:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
II. Performance
Period (Vesting Schedule)
The
Performance Period, or vesting schedule, that the Committee selects below
applies to the Grantee's Option:
_____1. Prorated
Vesting.
The
Performance Period for this Option is _____ years (at least one), beginning
on
the date specified in part I above. After the Performance Period expires, the
Committee will determine the percentage of achievement for the Performance
Measures in part I above. Based upon that determination, the Grantee will vest
in a percentage of Shares subject to this Option in accordance with the
following schedule [below
is an example]:
|
PERCENTAGE
ACHIEVEMENT OF
PERFORMANCE
MEASURES
|
PERCENTAGE
OF SHARES
THAT
VEST
|
|
Below
85%
|
0%
|
|
At
least 85% but less than 90%
|
25%
|
|
At
least 90% but less than 95%
|
50%
|
|
At
least 95% but less than 100%
|
75%
|
|
At
least 100%
|
100%
|
_____2. Graded
Vesting.
The
Performance Period for this Option is _____ years (more than one), with the
first year beginning on the date specified in part I above and each subsequent
year beginning on its anniversary. After each year of the Performance Period,
as
specified below, the Committee will determine whether the Performance Measures
applicable to the period were achieved, as specified in part I above. Based
upon
that determination, the Committee will determine whether the Grantee vested
in
the correlating fraction of this Option for that period, all in accordance
with
the following schedule [below
is an example]:
|
YEAR
OF THE PERFORMANCE PERIOD
|
FRACTION
OF SHARES
THAT
VEST
|
|
The
first year
|
1/3
|
|
The
second year
|
1/3
|
|
The
third year
|
1/3
|
_____3. Cliff
Vesting.
The
Performance Period for this Option is _____ years (at least one), beginning
on
the date specified in part I above. After the Performance Period expires, the
Committee will determine whether the Performance Measures specified in part
I
above were achieved. If the Performance Measures were achieved in full, the
Grantee will vest in this entire Option. If the Performance Measures were not
achieved in full, the Grantee will forfeit this entire
Option.
