8x8 2002 Annual Report Download - page 88

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rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior
to the date of such termination.
15. Conditions Upon Issuance of Shares .
A. Legal Compliance . Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
B. Investment Representations . As a condition to the exercise of an Option, the Administrator may require the person
exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only
for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
16. Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.
17. Reservation of Shares . The Company, during the term of this Plan, shall at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.
18. Shareholder Approval . The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months
after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under
Applicable Laws.
19. Information to Optionees . The Company shall provide to each Optionee and to each individual who acquires Shares pursuant to
the Plan, not less frequently than annually during the period such Optionee has one or more Options outstanding, and, in the
case of an individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of
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.
NETERGY MICROELECTRONICS, INC
2000 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 2000 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 Netergy Microelectronics, Inc. (the "Company"), subject
to the terms and conditions of the Plan and this Option Agreement, as follows:
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