2006 Stock Option Agreement

Exhibit 10.1

8x8, Inc.
2006 Stock Option Agreement

1. Grant of Option . 8x8, Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee (the "Optionee") named in the Notice of Grant (the "Notice of Grant"), an option (the "Option") to purchase a total number of shares of common stock of the Company, par value $0.001 per share (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 2006 Stock Option Plan (the "Plan") adopted by the Company, which is incorporated in this Stock Option Agreement (this "Agreement"). Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this 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, the Optionee is agreeing to be bound by all of the terms of this Agreement with respect to such Option grant. The Optionee confirms and acknowledges that the Optionee has received and reviewed a copy of the Plan.

If designated an Incentive Stock Option, the Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code.

2. Exercise of Option . The Option shall be exercisable during its term in accordance with the Exercise Schedule set out in the Notice of Grant and with the provisions of Sections 6, 7, and 9 of the Plan as follows:

(i) Right to Exercise .

(a) Unless otherwise stated in the Notice of Grant, the Option shall vest and become exercisable with respect to one-fourth of the Shares at the first anniversary of the Grant Date (set forth in the Notice of Grant) 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 continuing status as an Employee.

(b) In the event of the Optionee's death, disability or other termination of employment, the exercisability of the Option is governed by Sections 6, 7 and 8 below, subject to the limitation contained in Subsection 2(i)(c).

(c) In no event may the Option be exercised after the date of expiration of the term of the Option as set forth in the Notice of Grant.

(d) 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.

(ii) Method of Exercise . In order to exercise any portion of the Option which has vested, the Optionee shall notify the Company in writing of the election to exercise the Option ("Notice of Exercise"), in the form attached hereto as Exhibit A, which Notice of Exercise shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such shares of Stock as may be required by the Company pursuant to the provisions of the Plan. Such Notice of Exercise shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The Notice of Exercise shall be accompanied by payment of the Exercise Price. The Option shall be deemed to be exercised upon receipt of the Company of such Notice of Exercise accompanied by the Exercise Price.

No shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such shares. The certificate or certificates representing Shares as to which the Option has been exercised shall be registered in the name of the Optionee.

3. Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or in combination thereof, at the election of the Optionee:

(i) cash; or

(ii) check.

In accordance with Section 6.3(a) of the Plan, the Optionee may elect to pay the exercise price by authorizing a third party to sell Shares subject to the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.

4. Adjustments Upon Changes in Capitalization . Subject to any required action by the stockholders of the Company, the number of Shares covered by the Option, and the per share exercise price of the Option, shall be proportionately adjusted for certain corporate actions in accordance with and pursuant to Section 4.2 of the Plan. Such adjustments shall be made by the Committee, whose determination in that respect sh ...