8x8 2015 Annual Report Download - page 97

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III. all remaining unvested options and RSUs granted under paragraph 4a(i) and 4a(ii), as of the closing date of the Corporate
Transaction shall continue to vest thereafter subject only to your continued employment or other association with the Company
and if, your employment is terminated without Cause (as defined below) within 12 months following a Corporate Transaction of
the Company , all of your remaining unvested options and RSUs granted under Paragraph 4 will vest in full.
D. "Involuntary Termination" means any of the following events: (i) without your express written consent, a significant reduction of your
duties, position or responsibilities relative to your duties, position or responsibilities in effect immediately prior to such reduction; (ii)
without your express written consent, a material reduction by the Company (or its successor) of your base salary as in effect immediately
prior to such reduction; (iii) without your express written consent, a material reduction by the Company (or its successor) in the kind or
level of employee benefits to which you were entitled immediately prior to such reduction with the result that your overall benefits
package is significantly reduced; (iv) without your express written consent , your relocation to a facility or a location more than 25 miles
from our San Jose, CA location immediately prior to such relocation; or (v) any purported termination of you other than for Cause (as
defined below); and
E. "Cause" means: (i) any act of personal dishonesty taken by you in connection with your responsibilities in your service to the Company
which is intended to result in your personal enrichment ; (ii) your conviction of a felony ; (iii) any act by you that constitutes material
misconduct and is injurious to the Company; (iv) any breach of fiduciary duty to the Company , (v) a material breach of any agreement
with the Company , or (vi) your initiating litigation against the Company.
5. Benefits . The Company will make available to you standard vacation, medical and dental insurance benefits. The Company will also make
available to you a 401(k) Plan. You are eligible for benefits on the first day of your employment. Medical benefits will start on your date of hire
and your dental will start on the first day of the month following your date of hire. You will be eligible to participate in the employee stock
purchase plan upon enrollment by February 1st or August 1st of any year.
6. Standard Confidentiality and Inventions Assignment Agreement . Like all Company employees , you will be required to sign the
Company's
standard Confidential Information and Inventions Assignment Agreement (the "Confidentiality Agreement ") relating to protection of the
Company's proprietary and confidential information and assignment of inventions.
5