EXHIBIT 10.12(ii)
EMPLOYMENT AGREEMENT
AMENDMENT A
THIS EMPLOYMENT AGREEMENT AMENDMENT A ("Amendment") is made and entered
into, effective as of May 14, 1999, by and between Xxxxxxxx X. Xxxxxxx
("Employee") and Interactive Intelligence, Inc. ("Company"), an Indiana
Corporation.
WHEREAS, the Company and Employee have entered into an Employment
Agreement, and this Amendment is to be executed as a part of that Employment
Agreement;
NOW, THEREFORE, pursuant to Section 14. Effect and Modification of that
Employment Agreement, the following modifications or amendments are in effect.
SECTION 5. TERMINATION AND SEVERANCE PAYMENTS.
(b) After the word "salary" in two places, add the words ",bonus and
commission". After the language, "the Company further agrees to pay the
Employee as severance pay" add the phrase "and as further consideration for
Covenant Not to Compete provisions and Covenant Not to Disclose
Confidential Information provisions in Sections 7 and 8". Change "one (1)
month" to "twelve (12) months" in the last sentence of this subsection.
(c) add new subsection (c) to read, "In the event of change of control,
severance payments as described in subsection (b) above would also be in
effect if the new controlling party made a reduction in targeted
compensation of greater than 5%, demotes Employee in a fashion that would
materially reduce Employee's professional stature, assigns Employee duties
materially inconsistent with the status of Employee's position within the
Company, requires Employee to relocate more than 50 miles from Employee's
present residence, or makes any requirement for employee to travel on a
regular basis a greater number of days per month or greater number of
consecutive days than is consistent with past practice. Further, in the
event of a change of control, the last sentence of Section 4 is deleted.
Change of control is defined as the acquisition by any individual, entity
or group of more than forty percent (40%) or more of either (A) the then
outstanding shares of common stock of the Company, or (B) the combined
voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors.
SECTION 7. COVENANT NOT TO COMPETE.
(a) delete "for a period of eighteen (18) months" and insert in lieu
thereof "for a period of twelve (12) months"
(i) delete this entire sentence, "solicit in any manner, seek to obtain,
or service the business of any customer of the Company, other than for
the Company"
(iii) for this subsection, competitor means companies, persons or entities
in which the Company actually competes for substantially the same business,
project or request for proposal.
(iv) after this sentence, "solicit the employment of or hire any employee
of the Company, or encourage any employee to terminate his or her
employment with the Company", add the phrase "if the Employee is terminated
with cause or voluntarily terminates employment, but may solicit employment
of employees if Employee is terminated without cause;"
EMPLOYMENT AGREEMENT AMENDMENT
XXXXXXXX X. XXXXXXX
PAGE 2
(b) delete this entire subsection that defines "customer". Insert the
following sentence, "Employee agrees not to make disparaging remarks
regarding the Company."
(c) change "eighteen (18) months" to "twelve (12) months" in two places in
this subsection.
SECTION 9. REMEDIES.
(a) delete the last line of this subsection that reads, "The Company shall
be entitled to recover from the Employee, reasonable attorney's 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx ("Employee")
Interactive Intelligence, Inc. by: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, M.D., President
