8x8 2009 Annual Report Download - page 90

after the effective date of grant of the Option, unless earlier terminated in accordance with its
provisions.
6.3 Payment of Exercise Price.
(a) Forms of Consideration Authorized. Except as otherwise
provided below, payment of the exercise price for the number of shares of Stock being purchased
pursuant to any Option shall be made (i) in cash, by check or cash equivalent, (ii) by tender to
the Company, or attestation to the ownership, of shares of Stock owned by the Participant having
a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed
notice together with irrevocable instructions to a broker providing for the assignment to the
Company of the proceeds of a sale or loan with respect to some or all of the shares being
acquired upon the exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) provided that the
Participant is an Employee (unless otherwise not prohibited by law, including, without
limitation, any regulation promulgated by the Board of Governors of the Federal Reserve
System) and in the Company’ s sole discretion at the time the Option is exercised, by delivery of
the Participant’ s promissory note in a form approved by the Company for the aggregate exercise
price, provided that, to the extent required by applicable law, the Participant shall pay in cash
that portion of the aggregate exercise price not less that the par value of the shares being
acquired, (v) by such other consideration as may be approved by the Board from time to time to
the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at
any time or from time to time, by approval of or by amendment to the standard forms of Option
Agreement described in Section 8, or by other means, grant Options which do not permit all of
the foregoing forms of consideration to be used in payment of the exercise price or which
otherwise restrict one or more forms of consideration.
(b) Limitations on Forms of Consideration.
(i) Tender of Stock. Notwithstanding the foregoing, an
Option may not be exercised by tender to the Company, or attestation to the ownership, of shares
of Stock to the extent such tender or attestation would constitute a violation of the provisions of
any law, regulation or agreement restricting the redemption of the Company’ s stock. Unless
otherwise provided by the Board, an Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock unless such shares either have been owned by the
Participant for more than six (6) months (and were not used for another Option exercise by
attestation during such period) or were not acquired, directly or indirectly, from the Company.
(ii) Cashless Exercise. The Company reserves, at any and all
times, the right, in the Company’ s sole and absolute discretion, to establish, decline to approve or
terminate any program or procedures for the exercise of Options by means of a Cashless
Exercise.
(iii) Payment by Promissory Note. No promissory note shall
be permitted if the exercise of an Option using a promissory note would be a violation of any
law. Any permitted promissory note shall be on such terms as the Board shall determine. The
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