EX-10.2 5 exhibit102-8x82022planform.htm EX-10.2
STOCK OPTION AGREEMENT
UNDER THE 8x8, INC. 2022 EQUITY INCENTIVE PLAN
8X8, INC., a Delaware corporation (the “Company”), has granted you (the “Optionee”) the option (the “Option”) to purchase all or any part of the total number of shares (the “Shares”) of common stock of the Company, par value $0.001 per share (“Common Stock”), set forth below, at the price per Share (“Option Price”) set forth below, subject to the terms and conditions set forth in this Stock Option Agreement (the “Agreement”). The Option has been granted as an incentive to the Optionee’s continued employment or other association with the Company, and in all respects subject to such continued employment or other association and all other terms and conditions of this Agreement. By accepting the Option, you are agreeing that you and your spouse or domestic partner are bound by all of the terms of the Agreement with respect to such Option grant.

Name of Optionee: |
Grant Date: |
Number of Shares: |
Option Price: |
Vesting Commencement Date: |

1.Nature of the Option. The Option is intended to be an [Incentive/Nonstatutory] Option within the meaning of the Company’s 2022 Equity Incentive Plan, as amended from time to time (the “Plan”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Plan, which provisions are incorporated into this Agreement by this reference. The Optionee confirms and acknowledges that the Optionee has received and reviewed a copy of the Plan.
2.Vesting and Exercise of Option. The Option shall vest and become exercisable during its term in accordance with the following provisions:
a.Vesting and Right of Exercise.
i.The Option shall vest and become exercisable with respect to [one-fourth of the Shares at the first anniversary of the Vesting Commencement Date (as set forth above) and as to one thirty-sixth of the remaining Shares subject to the Option at the end of each successive month thereafter until all of the Shares subject to the Option have vested], subject to the Optionee’s continued employment or other association with the Company as a Service Provider.
ii.In the event of the Optionee’s death, Disability or other cessation of service or other association with the Company as a Service Provider, the Option shall be exercisable in the manner and to the extent provided in Section 6.3 of the Plan.
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iii.No fraction of a Share shall be purchasable or deliverable upon exercise, but in the event any adjustment hereunder of the number of Shares covered by the Option shall cause such number to include a fraction of a Share, such number of Shares shall be adjusted to the nearest smaller whole number of Shares.
b.Method of Exercise. In order to exercise any portion of this Option which has vested, the Optionee shall notify the Company in writing of the election to exercise the Option and the number of Shares in respect of which the Option is being exercised, by executing and delivering the Notice of Exercise of Stock Option in the form attached hereto as Appendix I.
c.Restrictions on Exercise. This Option may only be exercised with respect any portion hereof which has vested in accordance with subsection (a) above. This Option may not be exercised if the issuance of the Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities law or other law or regulation. Furthermore, the method and manner of payment of the Option Price will be subject to the rules under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board if such rules apply to the Company at the date of exercise. As a condition to the exercise of this Option, the Company may require the Optionee to make any representation or warranty to the Company at the time of exercise of this Option as in the opinion of legal counsel for the Company may be required by any Applicable Laws or regulations, including the execution and delivery of an appropriate representation statement.
3.Non-Transferability of Option. This Option may be exercised during the lifetime of the Optionee only by the Optionee and may not be transferred in any manner other than by will or by the laws of descent and distribution, except as otherwise provided in Section 6.4 of the Plan. The terms of this Option shall be binding upon the executors, administrators, heirs and successors of the Optionee.
4.Method of Payment. Payment of the aggregate Option Price shall be by any of the following, or a combination thereof, at the election of the Optionee:
a.cash;
b.check payable to the Company;
c.delivery to the Company of shares of Common Stock having a Market Value equal to the Option Price of the Shares to be purchased; or
d.surrender of the Option as to all or part of the Shares for which the Option is then exercisable in exchange for shares of Common Stock having an aggregate Market Value equal to the difference between (i) the aggregate Market Value of the surrendered portion of the Option and (ii) the aggregate Option Price for the surrendered portion of the Option.
If the Common Stock is traded on an established market, payment of the Option Price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of Shares subject to the Option in a brokered transaction (other than to the Company).
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5.Adjustment for Corporate Actions. If subsequent to the Grant Date, there is any dividend or other distribution, recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the shares of Common Stock, the Committee, in order to prevent the diminution or enlargement of benefits or potential benefits intended to be made under this Option, will make appropriate and proportionate adjustments to this Option in accordance with Section 8.1 of the Plan, including with respect to (i) the number and kind of shares or other securities then subject to the Option and (ii) the exercise price for each share or other unit of any other securities then subject to the Option (without change in the aggregate Option Price as to which the Option remains exercisable).
6.Change in Control. In the event of a Change in Control, the provisions of Section 8.3 of the Plan shall apply.
7.Term of Option. This Option may not be exercised more than [ten (10)] years from the Grant Date set forth above, and may be exercised during such term only in accordance with the terms of this Agreement.
8.Not Employment Contract. Nothing in this Agreement shall confer upon the Optionee any right to continue in the employ of the Company or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without cause, subject to the provisions of Applicable Laws.
9.Income Tax Withholding.
a.The Optionee authorizes the Company to withhold in accordance with Applicable Laws from any compensation payable to him or her any taxes required to be withheld by federal, state or local laws as a result of the exercise of this Option.
b.Any adverse consequences incurred by an Optionee with respect to the use of shares of Common Stock to pay any part of the Option Price or of any tax in connection with the exercise of the Option, including, without limitation, any adverse tax consequences arising as a result of a disqualifying disposition within the meaning of Section 422 of the Code shall be the sole responsibility of the Optionee.
10.Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Optionee shall be treated as agent and attorney-in-fact for that interest held or claimed by the Optionee’s spouse with respect to this Option and any Shares and the parties hereto shall act in all matters as if the Optionee was the sole owner of this Option and (following exercise) any such Shares. This appointment is coupled with an interest and is irrevocable.
11.Miscellaneous.
a.Notice under this Agreement shall be given to the Company at its principal place of business, and shall be given to the Optionee at the address set forth below, or in either case at such other address as one party may subsequently furnish to the other party in writing.
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b.This Agreement does not confer upon the Optionee any rights with respect to continuation of employment by the Company or any of its Affiliates.
c.The Committee may amend the terms of this Agreement, prospectively or retroactively, provided that the Agreement as amended is consistent with the terms of the Plan, but no such amendment shall impair the Optionee’s rights under this Agreement without the Optionee’s consent.
d.This Agreement shall be construed and enforced in accordance with the laws of Delaware, without regard to the conflicts of laws principles thereof.
e.This Agreement shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian or other legal representative of the Optionee.
f.This Agreement may be executed in counterparts. This Agreement and the Plan together constitute the entire agreement between the parties relative to the subject matter of this Agreement, and supersede all communications, whether written or oral, relating to the subject matter of this Agreement.
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THIS AGREEMENT is binding upon the parties and entered into effective as of the Grant Date set forth above.
8x8, Inc.

By: |  |  |
Name: |  |  | Signature of Optionee
Title: |  |  |
|  |  | Optionee’s Address

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APPENDIX I
8X8, INC.
NOTICE OF EXERCISE OF STOCK OPTION
I ___________________________ (print legibly) hereby elect to exercise the following stock options(s) granted to me by 8X8, INC. (the “Company”) under its 2022 Equity Incentive Plan, as amended from time to time (the “Plan”). All shares being purchased are fully vested and exercisable pursuant to Section 2 of the listed Stock Option Agreement (the “Agreement”).

1. | Shares at $ | per share (Grant date): | )
2. | Shares at $ | per share (Grant date): | )
3. | Shares at $ | per share (Grant date): | )
4. | Shares at $ | per share (Grant date): | )

Method of Payment:
•Cash exercise in the aggregate amount of $ .
•Authorized cashless exercise program pursuant to Section 4 of the Agreement.
•Delivery of shares of Common Stock pursuant to Section 4(c) of the Agreement.
•Surrender of the Option pursuant to Section 4(d) of the Agreement.
Shares purchased under the Plan should be issued to me as follows:
Name:
If you choose to include your spouse, you must designate below how you wish your shares to be registered by checking the appropriate box. If we receive no designation, the shares will be designated as Joint Tenants.

_____ | Joint Tenants | _____ | Community Property
_____ | Tenants in Common | _____ | Tenancy by Entirety

Verification by |  | Stock Administration

Certificate to be delivered to (complete item 1 or 2 below)
Appendix I-1

1. Employee |  | Home Address: |

2. (Insert Name of Second Broker) |
| Acct #: |
| Contact Name & Number: |

Signature: |
Date: |
Social Security No.: |

[For Company Use Only]
As of the date set forth above, the above named person has the vested right to exercise the number of shares set forth above.
Date:
Amount due Company: $
8x8, Inc. Stock Administration
675 Creekside Way
Campbell, CA 95008
(866) 879-8647
Appendix I-2