8x8 2002 Annual Report Download - page 101

annual financial statements. The Company shall not be required to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent information.
CENTILE, INC
2001 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 2001 Stock Option Plan (the "Plan") shall have the same defined meanings in this
Stock Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
The undersigned Optionee has been granted an Option to purchase Common Stock of Centile, Inc. (the "Company"), subject to the terms and
conditions of the Plan and this Option Agreement, as follows:
Vesting Schedule and Limitations :
The Option shall become exercisable with respect to, (i) twenty-
five percent (25%) of the Option Shares upon Optionee's completion of one (1)
year of Service measured from the Vesting Commencement Date and (ii) the balance of the Option Shares in a series of thirty
-
six (36)
successive equal monthly installments, subject to Optionee continuing to be an Employee, over the thirty-
six (36) month period measured from
the first anniversary of the Vesting Commencement Date.
Following an assumption or substitution of the Option Shares in connection with a merger or Change in Control, if Optionee's status as an
Employee of the Corporation or the successor corporation is terminated by the Corporation or successor corporation as a result of an
"Involuntary Termination" (as defined below) within two (2) years following their merger or Change in Control, Optionee shall fully vest in
and have the right to exercise the option as to all of the Option Shares, including shares which would not otherwise be vested or exercisable.
For this purpose, "Involuntary Termination" means (i) without Optionee's express written consent, a significant reduction of Optionee's duties,
position or responsibilities, or the removal of such Optionee from such position and responsibilities, unless the Optionee is provided with a
comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status) relative to Optionee's
duties, position or responsibilities in effect immediately prior to such reduction; (ii) without Optionee's express written consent, a material
reduction by the Corporation or successor corporation of Optionee's base salary as in effect immediately prior to such reduction; (iii) without
Optionee's express written consent, a material reduction by the Corporation or successor corporation in the kind or level of employee benefits
to which Optionee is entitled immediately prior to such reduction with the result that Optionee's overall benefits package is significantly
reduced; (iv) without Optionee's express written consent, the relocation of Optionee to a facility or a location more than fifty (50) miles from
his/her current location, or (v) any purported termination of Optionee other than for "Cause" (as defined below).
For this purpose, "Cause" means (i) any act of personal dishonesty taken by Optionee in connection with his or her responsibilities as an
Employee of the Corporation or successor corporation which is intended to result in personal enrichment of Optionee, (ii) Optionee's
conviction of a felony, (iii) any act by Optionee that constitutes material misconduct and is injurious to the Corporation or successor
corporation, or (iv) continued violations by Optionee of Optionee's obligations to the Corporation or successor corporation.
Name
Date of Grant
Vesting Commencement Date
Exercise Price per Share
Total Number of Shares Granted
Total Exercise Price
Type of Option Incentive Stock Option
Nonstatutory Stock Option
Term/Expiration Date