EXHIBIT 10.14
INTERACTIVE INTELLIGENCE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into as of the 22nd of
September, 1998 ("Option Date"), by and between Interactive Intelligence, Inc.,
an Indiana corporation (the "Company"), and Xxxxxx X. Xxxxx, M.D. ("Xxxxx").
WITNESSETH:
WHEREAS, Xxxxx has provided certain financial accommodations to the
Company in the form of guarantees of indebtedness and other financial
obligations of the Company; and
WHEREAS, the Company and Xxxxx have agreed that the Company will grant
to him options to acquire shares of the Company's Common Stock in the ratio of
ten thousand (10,000) shares for every One Million Dollars ($1,000,000.00) of
financial obligations guaranteed by Xxxxx; and
WHEREAS, the Company has increased its capital lease line with Key Bank
by Five Hundred Thousand Dollars ($500,000.00) and has entered into a new line
credit with Peoples Bank for Four Million Dollars ($4,000,000.00), both of which
have been guaranteed by Xxxxx; and
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company for the Company to xxxxx Xxxxx an option
to purchase such shares of the Company's Common Stock pursuant to the terms,
conditions and limitations of this Agreement; and
WHEREAS, Xxxxx desires to have the option to purchase such shares
pursuant to the terms, conditions and limitations of this Agreement; and
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Xxxxx hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Xxxxx the right,
privilege and option to purchase forty-five thousand (45,000) shares of Common
Stock of the Company ("Shares") at the purchase price of Four and 50/100 Dollars
($4.50) per share (the "Option Price"), in the manner and subject to the terms
and conditions provided in this Agreement.
2. VESTING AND EXERCISABILITY OF OPTION. The Option granted herein
vests and is exercisable at any time from the date of execution hereof until the
tenth (10th) anniversary hereof.
3. METHOD OF EXERCISE. Xxxxx may exercise the Option, in whole or in
part, by written notice from Xxxxx directed to the Company in substantially the
form attached hereto as Exhibit "A", accompanied by a check or other
consideration acceptable to the Company in full payment of the
Option Price for the specified number of Shares purchased. The Company shall
make prompt delivery of the certificate or certificates for such Shares,
provided that if any law or regulation requires the Company to take any action
with respect to the Shares specified in such notice before the issuance thereof,
then the date of delivery of such Shares shall be extended for the period
necessary to take such action. Neither Xxxxx nor any person claiming under or
through him shall have any rights as a shareholder of the Company with respect
to any of the Shares until full payment of the Option Price and delivery to him
of certificates for such Shares as provided herein.
4. DEATH OF XXXXX. In the event Xxxxx dies during the term of this
Option Agreement, the Option may be exercised during the term hereof by Xxxxx'x
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance.
5. RESTRICTIONS ON TRANSFER. Without the prior written consent of the
Company, he Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised during Xxxxx'x lifetime only by
Xxxxx.
6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the shareholders of the Company, the number of shares of
Common Stock covered by the Option, as well as the price per share of Common
Stock covered by the Option, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock of the Company or the payment of a stock
dividend with respect to the Common Stock or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." No issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to the Option.
7. DURATION OF LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, the Option will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.
The Board may, in the exercise of its sole discretion in such instances, declare
that the Option shall terminate as of a date fixed by the Board.
8. CONDITIONS UPON ISSUANCE OF SHARES. (a) Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
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(b) As a condition to the exercise of an Option, the Company may
require Xxxxx to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant
provisions of law.
9. RESTRICTIONS ON TRANSFER. The Shares, when issued, will involve
certain risks. Neither the Securities and Exchange Commission nor any other
securities regulatory body, including the Indiana Securities Division, has
passed upon the merits of such Shares. The Shares may not be transferred except
upon registration or pursuant to an exemption from registration. The
certificates representing the Shares will bear a legend to the following effect:
"RESTRICTION ON TRANSFER"
"The shares of common stock of Interactive Intelligence, Inc.
represented by this certificate have not been registered under the
Securities Act of 1933, as amended ("Act"), any state securities laws,
including those of the State of Indiana, or any rules or regulations
promulgated pursuant thereto. These shares may not be transferred by
the holder unless the shares are registered pursuant to the Act and
applicable state securities laws, rules and regulations or unless an
exemption is available and the Company has been provided an opinion of
counsel acceptable to the Company that one or more exemptions from such
registration requirements are available for the transaction pursuant to
which the sale or other transfer will occur."
10. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereby have caused this Nonstatutory
Stock Option Agreement to be executed as of the day and year first written.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, M.D. ("Xxxxx")
INTERACTIVE INTELLIGENCE, INC. ("Company")
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Executive Vice-President
of Administration and Corporate Development
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