8x8 2009 Annual Report Download - page 82

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(d) “Change in Control” means, unless such term or an equivalent
term is otherwise defined with respect to an Award by the Participant’ s Option Agreement, Stock
Purchase Agreement or written contract of employment or service, the occurrence of any of the
following:
(i) an Ownership Change Event or a series of related
Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the
Company immediately before the Transaction do not retain immediately after the Transaction, in
substantially the same proportions as their ownership of shares of the Company’ s voting stock
immediately before the Transaction, direct or indirect beneficial ownership of more than fifty
percent (50%) of the total combined voting power of the outstanding voting securities of the
Company or, in the case of an Ownership Change Event described in Section 2.1(t)(iii), the
entity to which the assets of the Company were transferred (the “Transferee”), as the case may
be; or
(ii) the liquidation or dissolution of the Company.
For purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting securities of one or more
corporations or other business entities which own the Company or the Transferee, as the case
may be, either directly or through one or more subsidiary corporations or other business entities.
The Board shall have the right to determine whether multiple sales or exchanges of the voting
securities of the Company or multiple Ownership Change Events are related, and its
determination shall be final, binding and conclusive.
(e) “Code” means the Internal Revenue Code of 1986, as amended,
and any applicable regulations promulgated thereunder.
(f) “Committee” means the compensation committee or other
committee of the Board duly appointed to administer the Plan and having such powers as shall be
specified by the Board. Unless the powers of the Committee have been specifically limited, the
Committee shall have all of the powers of the Board granted herein, including, without
limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan
and any applicable limitations imposed by law.
(g) “Company” means 8x8, Inc., a Delaware corporation, or any
successor corporation thereto.
(h) “Consultant” means a person engaged to provide consulting or
advisory services (other than as an Employee or a Director) to a Participating Company.
(i) “Director” means a member of the Board or of the board of
directors of any other Participating Company.
(j) “Disability” means the inability of the Participant, in the opinion
of a qualified physician acceptable to the Company, to perform the major duties of the
Participant’ s position with the Participating Company Group because of the sickness or injury of
the Participant.
2