8x8 2009 Annual Report Download - page 94

of any such new, revised or amended standard form or forms of agreement are not inconsistent
with the terms of the Plan.
9. CHANGE IN CONTROL.
9.1 Effect of Change in Control on Options.
(a) Accelerated Vesting. Notwithstanding any other provision of the
Plan to the contrary, the Board, in its sole discretion, may provide in any Award Agreement or,
in the event of a Change in Control, may take such actions as it deems appropriate to provide for
the acceleration of the exercisability and vesting in connection with such Change in Control of
any or all outstanding Options and shares acquired upon the exercise of such Options, subject to
compliance with Section 409A of the Code.
(b) Assumption or Substitution of Options. In the event of a Change
in Control, the surviving, continuing, successor, or purchasing corporation or other business
entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any
Participant, either assume or continue the Company’ s rights and obligations under outstanding
Options or substitute for outstanding Options substantially equivalent options for the Acquiror’ s
stock. Any Options which are neither assumed or continued by the Acquiror in connection with
the Change in Control nor exercised as of the time of consummation of the Change in Control
shall terminate and cease to be outstanding effective as of the time of consummation of the
Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option
prior to the Change in Control and any consideration received pursuant to the Change in Control
with respect to such shares shall continue to be subject to all applicable provisions of the Option
Agreement evidencing such Option except as otherwise provided in such Option Agreement.
(c) Cash-Out of Options. The Board may, in its sole discretion and
without the consent of any Participant, determine that, upon the occurrence of a Change in
Control, each or any Option outstanding immediately prior to the Change in Control shall be
canceled in exchange for a payment with respect to each vested share (and each unvested share,
if so determined by the Board) of Stock subject to such canceled Option in (i) cash, (ii) stock of
the Company or of a corporation or other business entity a party to the Change in Control, or
(iii) other property which, in any such case, shall be in an amount having a Fair Market Value
equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change
in Control over the exercise price per share under such Option (the “Spread”). In the event such
determination is made by the Board, the Spread (reduced by applicable withholding taxes, if any)
shall be paid to Participants in respect of their canceled Options as soon as practicable following
the date of the Change in Control and in respect of the unvested portion of their canceled Options
in accordance with the vesting schedule applicable to such Options as in effect prior to the
Change in Control.
9.2 Effect of Change in Control on Stock Purchase Right. In the event of a
Change in Control, the Acquiror, may, without the consent of any Participant, either assume or
continue the Company’ s rights and obligations under outstanding Stock Purchase Rights or
substitute for outstanding Stock Purchase Rights substantially equivalent purchase rights for the
Acquiror’ s stock. Any Stock Purchase Rights which are neither assumed or continued by the
14