8x8 2002 Annual Report Download - page 95

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can be given that any such other registration exemption will be available in such event.
Exhibit 10.23
CENTILE, INC.
2001 STOCK OPTION PLAN
1. Purposes of the Plan . The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success
of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant.
2. Definitions . As used herein, the following definitions shall apply:
A. " Administrator " means the Board or any of its Committees as shall be administering the Plan in accordance with
Section 4 hereof.
B. " Applicable Laws " means the requirements relating to the administration of stock option plans under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options are granted
under the Plan.
C. " Board " means the Board of Directors of the Company.
D. " Change in Control " means the occurrence of any of the following events:
I. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding
voting securities; or
II. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
or
III. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation.
E. " Code " means the Internal Revenue Code of 1986, as amended.
F. " Committee " means a committee of Directors appointed by the Board in accordance with Section 4 hereof.
G. " Common Stock " means the Common Stock of the Company.
H. " Company " means Centile, Inc., a Delaware corporation.
I.
"
Consultant
" means any natural person who is engaged by the Company or any Parent or Subsidiary to render
Signature of Optionee:
Date: