EXHIBIT 10.22
INTERACTIVE INTELLIGENCE, INC.
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into as of the 26th of May,
1999 ("Option Date"), by and between Interactive Intelligence, Inc. (the
"Company"), an Indiana corporation, and Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
WITNESSETH:
WHEREAS, Xxxxxxxxx has agreed to become a director of the Company; and
WHEREAS, the Company and Xxxxxxxxx have agreed that in consideration
thereof, the Company will grant to him options to acquire ten thousand (10,000)
shares of the Company's Common Stock; 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 Xxxxxxxxx an option
to purchase such shares of the Company's Common Stock pursuant to the terms,
conditions and limitations of this Agreement; and
WHEREAS, Xxxxxxxxx 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 Xxxxxxxxx hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Xxxxxxxxx the right,
privilege and option ("Option") to purchase ten thousand (10,000) shares of
Common Stock of the Company ("Shares") at the purchase price of Fourteen and
No/100 Dollars ($14.00) per share (the "Option Price"), in the manner and
subject to the terms and conditions provided in this Agreement. The Option
shall be a non-qualified stock option.
2. VESTING, EXERCISABILITY AND TERMINATION OF OPTION. The Option
shall vest and become exercisable for (a) one-half (1/2) of the Shares on the
first anniversary of the Option Date, and (b) one-half (1/2) of the Shares on
the second anniversary of the Option Date. The Option is exercisable for the
Shares with respect to which the Option has vested and become exercisable at
any time from the date of vesting until the tenth anniversary of the Option
Date. The Option shall terminate and no longer be exercisable upon the first
to occur of the following events: (i) Xxxxxxxxx'x resignation as a director
of the Company, (ii) the thirtieth (30th) day after Xxxxxxxxx'x removal as a
director of the Company, other than as a result of his death, (iii) the
expiration of the periods set forth in Section 4 hereof following Xxxxxxxxx'x
death, (iv) the tenth anniversary of the Option Date, or (v) a breach
of any of the terms and conditions hereof by Xxxxxxxxx, provided that if such
breach is subject to cure, the Option shall not terminate if Xxxxxxxxx cures
such breach promptly and in any event within thirty (30) days of the
occurrence thereof.
3. METHOD OF EXERCISE. Xxxxxxxxx may exercise, in whole or in part, the
Option for the Shares with respect to which the Option has vested and become
exercisable at any time by written notice from Xxxxxxxxx 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 Xxxxxxxxx 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 XXXXXXXXX. In the event Xxxxxxxxx dies during the term of
this Option Agreement, any Options which have become exercisable may be
exercised by Xxxxxxxxx'x estate or by a person who acquired the right to
exercise the Option by bequest or inheritance at any time during the six (6)
month period following his death, and any Options which have not become
exercisable shall immediately expire upon his death.
5. RESTRICTIONS ON TRANSFER. (a) Without the prior written consent of
the Company and then only upon registration or pursuant to an exemption from
registration under applicable securities laws, 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 Xxxxxxxxx'x life-time only by Xxxxxxxxx and, following his death, only as
provided in Section 4 hereof.
(b) 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 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
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registration requirements are available for the transaction pursuant to
which the sale or other transfer will occur."
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. DISSOLUTION OR 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 the Option, in whole or in part, 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, as
amended, 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
Xxxxxxxxx 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. 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.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana, without regard to its conflict
of laws provisions.
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IN WITNESS WHEREOF, the parties hereby have caused this Stock Option
Agreement to be executed as of the day and year first written.
/s/ Xxxxxxx Xxxxxxxxx
-------------------------------------------
Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx")
INTERACTIVE INTELLIGENCE, INC. ("Company")
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Xxxx X. Xxxxx, Executive Vice-President
of Administration and Corporate Development
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EXHIBIT A TO STOCK OPTION AGREEMENT
INTERACTIVE INTELLIGENCE, INC.
NOTICE OF EXERCISE OF STOCK OPTION
Date: _____________, 19/20__
Interactive Intelligence, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: President
RE: Election to Exercise Stock Options
Ladies and Gentlemen:
Pursuant to Section 3 of the Stock Option Agreement dated May 26, 1999
between Xxx Xxxxxxxxx, X.Xx. and Interactive Intelligence, Inc. ("Stock Option
Agreement"), I hereby give notice ("Notice") to you of my election to exercise
the Option granted to me under the Stock Option Agreement. Terms defined in the
Stock Option Agreement which are used herein shall have the same meaning set
forth therein unless otherwise specified in this Notice. The terms of this
Notice are as follows:
1. I elect to exercise the Option granted to me by the Company on May 26,
1999 pursuant to the Stock Option Agreement with respect to ________ Shares
which have vested and become exercisable. The effective date of this exercise
is ___________, 19__. The exercise price is $14.00 per share, for a total
exercise price of $______________.
2. As payment for the Shares purchased pursuant to the exercise of the
Option contemplated herein, I am enclosing:
/ / A check in the amount of $_______________ as payment of the full
Option Price for the Shares for which the Option is being
exercised.
/ / The amount of $__________ in the form of [insert description]
_______________________________________as payment of the full
Option Price for the Shares for which the Option is being
exercised. I acknowledge and agree that acceptance of this form
of payment is subject to the approval of the Board of Directors
in its sole discretion.
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3. All Shares being acquired by the exercise of the Option described
herein should be issued in my name and should be forwarded to me at the address
above.
4. I understand and acknowledge that:
(a) I have received copies of and have reviewed the Articles of
Incorporation and By-Laws of the Company, and I am familiar with the
organization, management and financial condition of the Company. I have
been given access to the books, financial information and other records
and information concerning the Company as I have requested and have
inspected such documents and records as I have deemed appropriate to make
this investment decision.
(b) I have no anti-dilution rights with regard to the Shares which I
am purchasing.
(c) The Shares which I am hereby acquiring are highly speculative and
constitute an illiquid investment.
(d) The Shares which I am hereby acquiring 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.
5. I hereby represent and warrant to the Company:
(a) I am familiar with the Company's business.
(b) I have complied with all representation, warranties and covenants
which are applicable to me under the Stock Option Agreement.
(c) The Options have vested and are exercisable under the Stock
Option Agreement.
(d) I am purchasing these Shares as an investment for my own account
and not with a view to resale, distribute, subdivide or fractionalize. I
understand and agree that the Shares I receive pursuant to the exercise of
the Option will bear the following legend:
"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
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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."
(e) I have sufficient assets to bear the economic risk of loss of my
entire investment in such Shares. In addition, I have adequate resources
to meet my current needs and personal contingencies and have no need for
liquidity with regard to my investment in the Shares.
(f) I am a resident of the State of _____________________.
6. I agree to indemnify and hold harmless the Company, its directors,
officers and agents, from and against all loss, damage or liability, including
reasonable attorneys' fees, due to or arising out of my breach of any of the
representations, covenants, or terms contained in this Notice and/or the Stock
Documents.
_______________________________
Xxxxxxx Xxxxxxxxx
_______________________________
Social Security Number
Address and Contact Information:
________________________________
________________________________
Telephone: _______________________
Facsimile:________________________
E-mail:___________________________
Accepted this ______ day of ________, 19__.
INTERACTIVE INTELLIGENCE, INC.
By:_________________________________
Title:________________________________
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