8x8 2002 Annual Report Download - page 87

Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
11. Limited Transferability of Options . Unless determined otherwise by the Administrator, Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and
may be exercised during the lifetime of the Optionee, only by the Optionee. If the Administrator in its sole discretion makes an
Option transferable, such Option may only be transferred by (i) will, (ii) the laws of descent and distribution, (iii) instrument to
an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the Optionee, or (iv)
gift to a member of Optionee's immediate family (as such term is defined in Rule 16a-1(e) of the Exchange Act). In addition,
any transferable Option shall contain additional terms and conditions as the Administrator deems appropriate.
12. Adjustments Upon Changes in Capitalizati on, Merger or Change in Control .
A. Changes in Capitalization . Subject to any required action by the shareholders of the Company, the number and type of
Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an Option, and the number and type of Shares
covered by each outstanding Option, as well as the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number or type of issued Shares resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company.
The conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt
of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number, type or price of Shares subject to an Option.
B. Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator
shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until
fifteen (15) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which
the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase
option applicable to any Shares purchased upon exercise of an Option shall lapse as to all such Shares, provided the
proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been
previously exercised, an Option will terminate immediately prior to the consummation of such proposed action.
C. Change in Control . In the event of a Change in Control, each outstanding option shall automatically accelerate so that
each such option shall, immediately prior to the effective date of the Change in Control, become fully exercisable with
respect to the total number of shares of Common Stock at the time subject to such option and may be exercised for any
or all of those shares as fully-vested shares of Common Stock. However, an outstanding option shall not so accelerate if
and to the extent the acceleration of such option is subject to other limitations imposed by the Administrator at the time
of the option grant.
Immediately following the consummation of the Change in Control, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or parent thereof).
The portion of any Incentive Stock Option accelerated in connection with a Change in Control shall remain exercisable as an
Incentive Stock Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded.
To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Nonstatutory
Stock Option under Federal tax laws.
The outstanding options shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
13. Time of Granting Options . The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes
the determination granting such Option, or such later date as is determined by the Administrator. Notice of the determination
shall be given to each Service Provider to whom an Option is so granted within a reasonable time after the date of such grant.
14. Amendment and Termination of the Pl an .
A. Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.
B. Shareholder Approval . The Board shall obtain shareholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.
C.
Effect of Amendment or Termination
. No amendment, alteration, suspension or termination of the Plan shall impair the