8x8 2002 Annual Report Download - page 93

substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by the Company or by state or federal securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH
IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A
COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.
B. Stop-Transfer Notices . Optionee agrees that, in order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same effect in its own records.
C. Refusal to Transfer . The Company shall not be required (i) to transfer on its books any Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares
or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been
so transferred.
8. Successors and Assigns . The Company may assign any of its rights under this Exercise Notice to single or multiple assignees,
and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on
transfer herein set forth, this Exercise Notice shall be binding upon Optionee and his or her heirs, executors, administrators,
successors and assigns.
9. Interpretation . Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Optionee or by the
Company forthwith to the Administrator which shall review such dispute at its next regular meeting. The resolution of such a
dispute by the Administrator shall be final and binding on all parties.
10. Governing Law; Severability . This Exercise Notice is governed by the internal substantive laws but not the choice of law rules,
of California.
11. Entire Agreement . The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the
Option Agreement and the Investment Representation Statement 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.
Submitted by: Accepted by:
OPTIONEE NETERGY MICROELECTRONICS, INC.
Signature By
Print Name Title
Address: 2445 Mission College Blvd
Address Santa Clara, CA 95054
Date Received