8x8 2002 Annual Report Download - page 97

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Common Stock.
If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares
that have actually been issued under the Plan, upon exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan, except that if Shares of restricted stock issued pursuant to an Option are
repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.
4. Administration of the Plan .
A. Administrator . The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee
shall be constituted to comply with Applicable Laws.
B. Powers of the Administrator . Subject to the provisions of the Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator
shall have the authority in its discretion:
I. to determine the Fair Market Value;
II. to select the Service Providers to whom Options may from time to time be granted hereunder;
III. to determine the number of Shares to be covered by each such Option granted hereunder;
IV. to approve forms of agreement for use under the Plan;
V. to determine the terms and conditions of any Option granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Common Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;
VI. to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating
to sub-plans established for the purpose of satisfying applicable foreign laws;
VII. to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the
minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to
have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator
may deem necessary or advisable; and
VIII. to construe and interpret the terms of the Plan and Options granted pursuant to the Plan.
C. Effect of Administrator's Decision . All decisions, determinations and interpretations of the Administrator shall be final
and binding on all Optionees.
5. Eligibility . Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock Options may be granted only to
Employees.
6. Limitations .
A. Incentive Stock Option Limit . Each Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options
shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.
B. At-Will Employment . Neither the Plan nor any Option shall confer upon any Optionee any right with respect to
continuing the Optionee's relationship as a Service Provider with the Company, nor shall it interfere in any way with his
or her right or the Company's right to terminate such relationship at any time, with or without cause, and with or without
notice.
7. Term of Plan . Subject to shareholder approval in accordance with Section 18, the Plan shall become effective upon its adoption
by the Board. Unless sooner terminated under Section 14, it shall continue in effect for a term of ten (10) years from the later of