8x8 2002 Annual Report Download - page 103

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C. surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or
indirectly, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have
a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
1. Restrictions on Exercise
. This Option may not be exercised until such time as the Plan has been approved by the shareholders of
the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares
would constitute a violation of any Applicable Law.
2. Non-Transferability of Option . This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
3. Term of Option . This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during
such term only in accordance with the Plan and the terms of this Option.
4. Tax Obligations .
A. Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax
withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.
B. Notice of Disqualifying Disposition of ISO Shares . If the Option granted to Optionee herein is an ISO, and if Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two
years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the
Company on the compensation income recognized by the Optionee.
1. Entire Agreement; Governing Law . The Plan is incorporated herein by reference. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws but not the choice of law rules of California.
2. No Guarantee of Continued Service . OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN
EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY
WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS
AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE.
Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under
the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.
OPTIONEE
CENTILE, INC.
Signature
By
Print Name
Title
Residence Address