Exhibit (d)(3)
INTERACTIVE INTELLIGENCE, INC.
INCENTIVE STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION AND INCENTIVE PLAN
THIS AGREEMENT is made and entered into as of the [Day] of [Month],
[Year] by and between Interactive Intelligence, Inc., an Indiana corporation
(the "Company"), and [Name] ("Participant") pursuant to the terms, conditions,
and limitations contained in the Interactive Intelligence, Inc. 1999 Stock
Option and Incentive Plan (the "Plan"), a copy of which has been provided to the
Participant and is incorporated herein by reference;
WITNESSETH:
WHEREAS, the Board of Directors has determined that the Participant is
eligible for the grant of options under the Plan; 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 grant to the
Participant an option to purchase Common Shares of the Company pursuant to the
terms, conditions and limitations of the Plan and this Agreement; and
WHEREAS, the Participant desires to have the option to purchase Common
Shares of the Company pursuant to the terms, conditions and limitations of the
Plan and 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 the Participant hereby agree as
follows:
1. GRANT OF OPTION. The Company hereby grants to Participant, effective
as of [Insert Effective Date of Grant] ("Option Date"), the right, privilege and
option to purchase [Type Total Number of Shares (numeric number)] shares of
Common Stock of the Company at the purchase price of [Typed Price per Share]
Dollars [($_______)] per share (the "Option"), in the manner and subject to the
terms and conditions provided in this Agreement and the Plan. The parties
acknowledge that the Option is intended to qualify as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code.
2. VESTING OF OPTION. The Option granted herein shall become
exercisable for (a) twenty-five percent (25%) of the Option Shares on the first
(1st) anniversary of the Option Date, (b) twenty-five percent (25%) of the
Option Shares on the second (2nd) anniversary of the Option Date, (c)
twenty-five percent (25%) of the Option Shares on the third (3rd) anniversary of
the Option Date, and (d) twenty-five percent (25%) of the Option Shares on the
fourth (4th) anniversary of the Option Date.
3. TIME AND EXERCISE OF OPTION. Subject to Sections 5, 6 and 7 below,
at such time as the Option becomes exercisable pursuant to Sections 2 and 10,
the Option may be exercised in whole or in part, from time to time, prior to the
tenth (10th) anniversary of the Option Date.
4. METHOD OF EXERCISE. The Option shall be exercised by written notice
directed to the Company in substantially the form attached hereto as Exhibit
"A", accompanied by a check or other consideration contemplated by the Plan in
full payment of the Exercise 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 Participant nor any person
claiming under or through him shall have any rights as a shareholder of the
Company with respect to any of the Option Shares until full payment of the
Exercise Price and delivery to him of certificates for such shares as provided
herein.
5. TERMINATION FOR CAUSE. If the Participant incurs a Termination of
Continuous Service for Cause, all rights under any Options granted to the
Participant shall terminate immediately upon the Participant's Termination of
Continuous Service, and the Participant shall (if the Committee in its sole
discretion exercises its rights under Section 8(b) of the Plan within ten (10)
days of such Termination of Continuous Service) repay to the Company within ten
(10) days of the Committee's demand therefor the amount of any gain realized by
the Participant upon any exercise within the 90-day period prior to the
Termination of Continuous Service of any Options granted to such Participant
under the Plan.
6. TERMINATION DUE TO RETIREMENT OR WITHOUT CAUSE OR VOLUNTARY
TERMINATION. If the Continuous Service of a Participant is terminated by reason
of Retirement, terminated by the Company without Cause, or by Voluntary
Termination, the Participant may exercise outstanding Options to the extent that
the Participant was entitled to exercise the Options at the date of Termination
of Continuous Service, but only within the period of one (1) month immediately
succeeding the Participant's Termination of Continuous Service, and in no event
after the applicable expiration dates of the Options. Any Option that is
unvested or not exercisable on the date of Termination of Continuous Service
shall terminate and be forfeited effective on such date.
7. DEATH OR DISABILITY OF PARTICIPANT. In the event of the
Participant's death or disability, the Participant or the Participant's
beneficiary, as the case may be, may exercise outstanding Options to the extent
that the Participant was entitled to exercise the Options at the date of
Termination of Continuous Service, but only within the one (1) year period
immediately succeeding the Participant's Termination of Continuous Service in
the case of disability, and in no event after the applicable expiration date of
the Options. Any Option that is unvested or not exercisable on the date of
Termination of Continuous Service shall terminate and be forfeited effective on
such date.
8. NON-TRANSFERABILITY OF OPTION. The 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 the
life-time of Participant only by Participant.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR REORGANIZATION. The
number of shares and price per share are subject to adjustment as provided in
the Plan.
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10. CHANGE IN CONTROL. The Option shall not become fully vested and
exercisable in the event of a Change in Control. Notwithstanding a Change in
Control, the provisions of Section 2 of this Agreement shall continue to govern
the vesting and exercisability of the Option.
11. 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.
(b) As a condition to the exercise of an Option, the Company may
require Participant 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.
12. RIGHT TO TERMINATE RELATIONSHIP. Nothing contained in this
Agreement shall restrict the right of the Company to terminate the relationship
of Participant at any time.
13. 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.
14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of Indiana.
15. TERMS OF PLAN CONTROL. All parties acknowledge that the Option is
granted under and pursuant to the Plan, which shall govern all rights,
interests, obligations and undertakings of both the Company and the Participant.
All capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Plan.
IN WITNESS WHEREOF, the parties hereby have caused this Incentive Stock
Option Agreement to be executed as of the day and year first written.
INTERACTIVE INTELLIGENCE, INC. "PARTICIPANT"
or "COMPANY"
By:_________________________________ __________________________________
Printed:____________________________ Printed:__________________________
Title:______________________________
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