8x8 2002 Annual Report Download - page 84

III. In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator.
O. " Incentive Stock Option " means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code.
P. " Nonstatutory Stock Option " means an Option not intended to qualify as an Incentive Stock Option.
Q. " Option " means a stock option granted pursuant to the Plan.
R. " Option Agreement " means a written or electronic agreement between the Company and an Optionee evidencing the
terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.
S. " Optioned Stock " means the Common Stock subject to an Option.
T. " Optionee " means the holder of an outstanding Option granted under the Plan.
U. " Parent " means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.
V. " Plan " means this 2000 Stock Option Plan.
W. " Service Provider " means an Employee, Director or Consultant.
X. " Share " means a share of the Common Stock, as adjusted in accordance with Section 12 below.
Y. " Subsidiary " means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the
Code.
3. Stock Subject to the Plan . Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares that
may be subject to option and sold under the Plan is 5,000,000 Shares. The Shares may be authorized but unissued, or reacquired
Common Stock.
If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares
that have actually been issued under the Plan, upon exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of restricted stock issued pursuant to an Option are
repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.
4. Administration of the Plan .
A. Administrator . The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee
shall be constituted to comply with Applicable Laws.
B. Powers of the Administrator . Subject to the provisions of the Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator
shall have the authority in its discretion:
I. to determine the Fair Market Value;
II. to select the Service Providers to whom Options may from time to time be granted hereunder;
III. to determine the number of Shares to be covered by each such Option granted hereunder;
IV. to approve forms of agreement for use under the Plan;
V. to determine the terms and conditions of any Option granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;