8x8 2010 Annual Report Download - page 78

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j. “Person” means an individual, corporation, partnership, limited liability company, joint venture,
association, trust, unincorporated organization or other entity, including a government or political
subdivision or an agency or instrumentality thereof.
k. “Securities Act” means the Securities Act of 1933, as amended.
l. “Subsidiary” of a corporation means any corporation of which equity securities possessing a majority
of the ordinary voting power in electing the board of directors are, at the time as of which such
determination is being made, owned by such corporation either directly or indirectly or through one or
more Subsidiaries.
2. Acquisition of Shares. 8x8 agrees to acquire, and Stockholder agrees to sell, all the Shares in exchange for cash
and shares of 8x8 common stock as described in Section 3 of the Agreement. Stockholder represents and
warrants to 8x8 that Stockholder owns the Shares free and clear of any liens, claims or adverse rights.
3. Consideration; Restrictions on Acquisition Shares.
3.1 At the Closing, 8x8 will purchase the Shares for $1,600,000. Payment for the Shares by 8x8 will be in
the form of $1,000,000 cash and $600,000 of unregistered 8x8 common stock (the “Acquisition
Shares”), the share count of which is based on the trailing 5-day average closing price of 8x8 common
stock on the NASDAQ Exchange as of the Effective Date.
3.2 Stockholder agrees that the Acquisition Shares are being acquired for investment and not with an intent
to resell, will contain a Securities Act restrictive legend, and will only be resold pursuant to an
exemption from registration. In addition, Stockholder agrees that subject to all applicable federal and
state securities laws, Stockholder will not, during the period commencing on the Effective Date and
ending on the date which is three years after the Effective Date, directly or indirectly, sell, offer to sell,
pledge, encumber, or otherwise transfer or dispose of (collectively, “Transfer”) any of the Acquisition
Shares, provided that: (i) Stockholder may Transfer up to 50% of the Acquisition Shares after the date
which is one year after the Effective Date and (ii) either (A) Stockholder may Transfer the remaining
50% of the Acquisition Shares after the date which is two years after the Effective Date, if Stockholder
has been continuously employed by 8x8 for said two-year period or (B) Stockholder may Transfer the
remaining 50% of the Acquisition Shares after the date which is three years after the Effective Date, if
Stockholder has not been continuously employed by 8x8 for said two-year period.
4. Closing.
4.1 Time and Place. The transactions which are the subject of this Agreement shall be closed concurrently
with the execution hereof or as soon thereafter as the Parties mutually agree (the “Closing”). The
Closing shall take place at the offices of 8x8, Inc., 810 W. Maude Avenue, Sunnyvale, California
94085.
4.2 Stockholder Deliverables. At the Closing, Stockholder shall deliver, or cause to be delivered to 8x8
the following:
a. the Agreement, duly executed by Central Host and Stockholder;
b. the Employment Offer and Non-Competition Agreement (“Employment Agreement”), duly
executed by Stockholder;
c. copies of resolutions of the Board of Directors of Central Host authorizing the execution and
delivery by Central Host of this Agreement, duly certified by the Secretary of Central Host;
d. the share certificate(s) representing the Shares, together with the Assignment Separate from
Stock Certificate in the form attached hereto as Exhibit A duly executed by Stockholder;
e. the Resignation in the form attached hereto as Exhibit B duly executed by Stockholder; and