8x8 2009 Annual Report Download - page 81

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8X8, INC.
2006 STOCK PLAN
(as amended October 28, 2008)
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 Establishment. The 8x8, Inc. 2006 Stock Plan (the “Plan”) is hereby
established effective as of May 23, 2006.
1.2 Purpose. The purpose of the Plan is to advance the interests of the
Participating Company Group and its stockholders by providing an incentive to attract, retain and
reward persons performing services for the Participating Company Group and by motivating
such persons to contribute to the growth and profitability of the Participating Company Group.
The Company intends that the Plan comply with Section 409A of the Code (including any
amendments or replacements of such section), and the Plan shall be so construed.
1.3 Term of Plan. The Plan shall continue in effect until the earlier of its
termination by the Board or the date on which all of the shares of Stock available for issuance
under the Plan have been issued and all restrictions on such shares under the terms of the Plan
and the agreements evidencing Awards granted under the Plan have lapsed. However, to the
extent required by applicable law, all Awards shall be granted, if at all, within ten (10) years
from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved
by the stockholders of the Company.
2. DEFINITIONS AND CONSTRUCTION.
2.1 Definitions. Whenever used herein, the following terms shall have their
respective meanings set forth below:
(a) “Affiliate” means (i) an entity, other than a Parent Corporation,
that directly, or indirectly through one or more intermediary entities, controls the Company or
(ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly or
indirectly through one or more intermediary entities. For this purpose, the term “control”
(including the term “controlled by”) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of the relevant entity, whether
through the ownership of voting securities, by contract or otherwise; or shall have such other
meaning assigned such term for the purposes of registration on Form S-8 under the Securities
Act.
(b) “Award” means an Option or Stock Purchase Right granted under
the Plan.
(c) “Board” means the Board of Directors of the Company. If one or
more Committees have been appointed by the Board to administer the Plan, “Board” also means
such Committee(s).