8x8 2002 Annual Report Download - page 104

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EXHIBIT A
2001 STOCK OPTION PLAN
EXERCISE NOTICE
Centile, Inc.
2445 Mission College Blvd.
Santa Clara, CA 95054
Attention: [__________]
1. Exercise of Option . Effective as of today, _____________, _____, the undersigned ("Optionee") hereby elects to exercise
Optionee's option to purchase _________ shares of the Common Stock (the "Shares") of ________. (the "Company") under and
pursuant to the 2001 Stock Option Plan (the "Plan") and the Stock Option Agreement dated ____________, ____ (the "Option
Agreement").
2. Delivery of Payment . Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the
Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.
3. Representations of Optionee . Optionee acknowledges that Optionee has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.
4. Rights as Shareholder . Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder
shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the
Optionee as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be
made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 of
the Plan.
5. Company's Right of First Refusal . Before any Shares held by Optionee or any transferee (either being sometimes referred to
herein as the "Holder") may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its
assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section (the
"Right of First Refusal").
A. Notice of Proposed Transfer . The Holder of the Shares shall deliver to the Company a written notice (the "Notice")
stating: (i) the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed
purchaser or other transferee ("Proposed Transferee"); (iii) the number of Shares to be transferred to each Proposed
Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the "Offered Price"), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).
B. Exercise of Right of First Refusal
. At any time within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed
to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.
C. Purchase Price
. The purchase price ("Purchase Price") for the Shares purchased by the Company or its assignee(s) under
this Section shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent
value of the non- cash consideration shall be determined by the Board of Directors of the Company in good faith.
D. Payment . Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case
of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the
Notice or in the manner and at the times set forth in the Notice.