EXHIBIT 10.8(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 Xxxx X. Xxxxx ("Employee")
and Interactive Intelligence, Inc. ("Company"), an Indiana corporation.
WHEREAS, the Company and Employee have entered into an Employment
Agreement dated January 2, 1995 and now desire to amend that Employment
Agreement;
NOW, THEREFORE, pursuant to Section 16. Effect and Modification of that
Employment Agreement, the following modifications or amendments are in effect.
SECTION 7. TERMINATION AND SEVERANCE PAYMENTS.
(c) After the word "salary" in two places, add the word "and bonus".
Change "three (3) month's" to "twelve (12) month's" and change "three
(3) months" to "twelve (12) months" in section 7(c). (c) add new
language to section (c) to read, "In the event of change of control,
severance payments as described in this section (c) would also be in
effect if the new controlling party made a reduction in targeted
compensation of greater than 5%, demotes Xxxxx in a fashion that would
materially reduce Xxxxx' professional stature, assigns Xxxxx duties
materially inconsistent with the status of Xxxxx' position within the
Company, requires Xxxxx to relocate more than 50 miles from Xxxxx'
present residence, or makes any requirement for Xxxxx 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. 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 9. COVENANT NOT TO COMPETE.
(a) (i) delete this entire phrase, "solicit in any manner, seek to obtain, or
service the business of any customer of the Company, other than for the
Company, in connection with any transactions, business plan, project or
endeavor which would have an adverse affect upon the Company or upon the
Company's relations with such customer."
(iii) for this section, competitor means companies, persons or entities
in which the Company actually competes for the same business or similar
project or proposal.
(iv) after this sentence, "solicit the employment of any employee of the
Company, or encourage any employee to terminate his or her employment with
the Company", add the phrase "if Xxxxx is terminated with cause or
voluntarily terminates employment, but may solicit employment of employees
if Xxxxx is terminated without cause;"
(b) delete this entire section that defines "customer". Insert the
following sentence, "Xxxxx agrees not to make disparaging remarks
regarding the Company."
EMPLOYMENT AGREEMENT AMENDMENT
XXXX X. XXXXX
PAGE 2
SECTION 11. REMEDIES.
(a) delete the last line of this section 11(a) that reads, "The Company shall
be entitled to recover from Xxxxx, reasonable attorneys' fees and
expenses incurred in any action wherein the Company successfully
enforces the provisions of Sections 9 or 10 hereof against the breach or
threatened breach of those provisions by Xxxxx."
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first above written.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx ("Employee")
Interactive Intelligence, Inc. by: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, M.D., President
