8x8 2009 Annual Report Download - page 96

Award, or to accept from the Participant the tender of, a number of whole shares of Stock having
a Fair Market Value, as determined by the Company, equal to all or any part of the tax
withholding obligations of the Participating Company Group. The Fair Market Value of any
shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not
exceed the amount determined by the applicable minimum statutory withholding rates.
11. COMPLIANCE WITH SECURITIES LAW.
The grant of Awards and the issuance of shares of Stock upon exercise of Awards
shall be subject to compliance with all applicable requirements of federal, state and foreign law
with respect to such securities. Awards may not be exercised if the issuance of shares of Stock
upon exercise would constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. In addition, no Award may be exercised unless (a) a
registration statement under the Securities Act shall at the time of exercise of the Award be in
effect with respect to the shares issuable upon exercise of the Award or (b) in the opinion of legal
counsel to the Company, the shares issuable upon exercise of the Award may be issued in
accordance with the terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’ s legal counsel to be necessary to the
lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite authority shall not
have been obtained. As a condition to the exercise of any Award, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.
12. AMENDMENT OR TERMINATION OF PLAN.
The Board may amend, suspend or terminate the Plan at any time. However,
subject to changes in applicable law, regulations or rules that would permit otherwise, without
the approval of the Company’ s stockholders, there shall be (a) no increase in the maximum
aggregate number of shares of Stock that may be issued under the Plan (except by operation of
the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive
Stock Options, and (c) no other amendment of the Plan that would require approval of the
Company’ s stockholders under any applicable law, regulation or rule, including the rules of any
stock exchange or market system upon which the Stock may then be listed. No amendment,
suspension or termination of the Plan shall affect any then outstanding Award unless expressly
provided by the Board. Except as provided by the next sentence, no amendment, suspension or
termination of the Plan may adversely affect any then outstanding Award without the consent of
the Participant. Notwithstanding any other provision of the Plan to the contrary, the Board may,
in its sole and absolute discretion and without the consent of any participant, amend the Plan or
any Award agreement, to take effect retroactively or otherwise, as it deems necessary or
advisable for the purpose of conforming the Plan or such Award agreement to any present or
future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A
of the Code.
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