8x8 2002 Annual Report Download - page 90

Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option
is exercised with respect to such Shares.
1. Optionee's Representations . In the event the Shares have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the
exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form
attached hereto as Exhibit B .
2. Lock-Up Period
. Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or
dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common
Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified
by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred
eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act.
Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the
underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if
requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company,
Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company's securities pursuant to a registration
statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely
to employee benefit plans on Form S-1 or Form S-
8 or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-
4 or similar forms that may be promulgated in the future. The
Company may impose stop-
transfer instructions with respect to the shares of Common Stock (or other securities) subject to the
foregoing restriction until the end of said one hundred eighty (180) day period. Optionee agrees that any transferee of any
Option shall be bound by this Section.
3. Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the
election of the Optionee:
A. cash or check;
B. consideration received by the Company under a formal cashless exercise program adopted by the Company in
connection with the Plan; or
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.