8x8 2009 Annual Report Download - page 92

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Section 6.4(a) is prevented by the provisions of Section 11 below, the Option shall remain
exercisable until three (3) months (or such longer period of time as determined by the Board, in
its discretion) after the date the Participant is notified by the Company that the Option is
exercisable, but in any event no later than the Option Expiration Date.
(c) Extension if Participant Subject to Section 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section
6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit
under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to
occur of (i) the tenth (10th) day following the date on which a sale of such shares by the
Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Participant’ s termination of Service, or (iii) the Option Expiration Date.
6.5 Transferability of Options. To the extent required by applicable law,
during the lifetime of the Participant, an Option shall be exercisable only by the Participant or
the Participant’ s guardian or legal representative. No Option shall be assignable or transferable
by the Participant, except by will or by the laws of descent and distribution. Notwithstanding the
foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Option
Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or
transferable subject to the applicable limitations, if any, described in Section 260.140.41 of Title
10 of the California Code of Regulations, Rule 701 under the Securities Act, and the General
Instructions to Form S-8 Registration Statement under the Securities Act.
7. TERMS AND CONDITIONS OF STOCK PURCHASE RIGHTS.
Stock Purchase Rights shall be evidenced by Stock Purchase Agreements,
specifying the number of shares of Stock covered thereby, in such form as the Board shall from
time to time establish. No Stock Purchase Right or purported Stock Purchase Right shall be a
valid and binding obligation of the Company unless evidenced by a fully executed Stock
Purchase Agreement. Stock Purchase Agreements may incorporate all or any of the terms of the
Plan by reference and shall comply with and be subject to the following terms and conditions:
7.1 Purchase Price. The purchase price under each Stock Purchase Right
shall be established by the Board; provided, however, to the extent required by applicable law,
that (a) the purchase price per share shall be at least eighty-five percent (85%) of the Fair Market
Value of a share of Stock either on the effective date of grant of the Stock Purchase Right or on
the date on which the purchase is consummated and (b) the purchase price per share under a
Stock Purchase Right granted to a Ten Percent Stockholder shall be at least one hundred
percent (100%) of the Fair Market Value of a share of Stock either on the effective date of grant
of the Stock Purchase Right or on the date on which the purchase is consummated.
7.2 Purchase Period. A Stock Purchase Right shall be exercisable within
such period as shall be established by the Board.
7.3 Payment of Purchase Price. Except as otherwise provided below,
payment of the purchase price for the number of shares of Stock being purchased pursuant to any
Stock Purchase Right shall be made (a) in cash, by check, or cash equivalent, (b) in the form of
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