8X8 INC /DE/ (Form: S-8, Received: 09/19/2011 06:01:38)

As filed with the Securities and Exchange Commission on September 16, 2011
Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

___________________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________________

8x8, Inc.
(Exact Name of Registrant as Specified in Its Charter)

___________________________

Delaware		77- 0142404
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)

810 West Maude Avenue
Sunnyvale, CA 94085
___________________________
(Address of Principal Executive Offices) (Zip Code)

Amended and Restated Contactual, Inc. 2003 Stock Option Plan
_______________________________
(Full Title of the Plan)

Bryan Martin
Chairman, Chief Executive Officer and President
8x8, Inc.
810 West Maude Avenue
Sunnyvale, CA 94085
___________________________
(Name and Address of Agent For Service)

(408) 727-1885
___________________________
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Common Stock, par value $0.001 per share
To be issued upon the exercise of options granted under the Amended and Restated Contactual, Inc. 2003 Stock Option Plan	171,974	$2.00	$344,534.34	$40.00
TOTAL :	171,974		$344,534.34	$40.00

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.
(2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The price per share and aggregate offering price are based upon the weighted average exercise price for outstanding options granted pursuant to the Amended and Restated Contactual, Inc. 2003 Stock Option Plan and assumed by the registrant. The maximum fee is calculated pursuant to Section 6(b) of the Securities Act.

Note: PDF provided as a courtesy

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an aggregate of 171,974 shares of the registrant's common stock, par value $0.001 per share, that may be issued upon the exercise of stock options previously granted under the Amended and Restated Contactual, Inc. 2003 Stock Option Plan (the "Plan"). The Plan was assumed by the registrant pursuant to the Agreement and Plan of Merger Reorganization dated September 11, 2011 by and among 8x8, Inc., Cabernet Merger Corporation, Contactual, Inc. ("Contactual"), and Leapfrog Ventures II, L.P., as representative of Contactual's stockholders.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1) promulgated under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission ("SEC") either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in the registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirement of Section 10(a) of the Securities Act and are available without charge, upon oral or written request, to: 8x8, Inc., 810 West Maude Avenue, Sunnyvale, California, 94085, Attention: Secretary.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the registrant with the SEC are hereby incorporated by reference in this registration statement:

1. The registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2011, filed with the SEC on May 23, 2011;

2. The registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, filed with the SEC on July 22, 2011;

3. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since March 31, 2011; and

4. The description of the capital stock of the registrant contained in the registrant's Registration Statement on Form S-1 filed with the SEC on November 6, 1996 (File No. 333-15627) under the heading "Description of Capital Stock."

In addition, all documents filed by the registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which deregisters all of such securities then remaining unsold, are deemed to be incorporated by reference in this registration statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained in this registration statement or in a document incorporated by reference shall be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach or alleged breach of the director's "duty of care." As permitted by the statute, the registrant has adopted provisions in its certificate of incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the registrant and its stockholders for monetary damages for breach or alleged breach of their duty of care.

Section 145 of the Delaware General Corporation Law provides generally that a corporation shall have the power, and in some cases is required, to indemnify an agent, including an officer or director, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, against certain expenses, judgments, fines, settlements, and other amounts under certain circumstances.

The registrant's Bylaws provide for indemnification (to the full extent permitted by the Delaware General Corporation Law) of directors, officers, employees and other agents of the registrant, including circumstances in which indemnification would otherwise be discretionary under Delaware law. The registrant's Bylaws also empower the registrant to purchase insurance on behalf of officers, directors, employees or agents of the registrant. The registrant has entered into agreements with its directors and officers that require the registrant to indemnify such persons to the fullest extent permitted under Delaware law against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or an officer of the registrant or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

These indemnification provisions may be sufficiently broad to permit indemnification of the Company's officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

See Exhibit Index which is incorporated herein by reference.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however , that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, state of California, on the 16th day of September 2011.

8x8, INC.

By: /s/ Bryan R. Martin
Bryan R. Martin
Chairman, Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Bryan R. Martin and Daniel Weirich, and each one of them, acting individually and without the other, as his or her attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/Bryan R. Martin	Chairman, Chief Executive Officer and President	September 15, 2011
Bryan R. Martin	(Principal Executive Officer)

/s/ Daniel Weirich	Chief Financial Officer and Secretary	September 15, 2011
Daniel Weirich	(Principal Financial and Accounting Officer)

/s/ Guy L. Hecker, Jr.	Director	September 15, 2011
Guy L. Hecker, Jr.

/s/ Christopher McNiffe	Director	September 15, 2011
Christopher McNiffe

/s/ Donn Wilson	Director	September 15, 2011
Donn Wilson

EXHIBIT INDEX

Exhibit

Description

5.1

Opinion of Bingham McCutchen LLP as to the legality of the securities being registered      ^PDF

10.16

Amended and Restated Contactual, Inc. 2003 Stock Option Plan      ^PDF

10.17

Form of Stock Option Agreement under the Amended and Restated Contactual, Inc. 2003 Stock Option Plan      ^PDF

23.1

Consent of Bingham McCutchen LLP (included in Exhibit 5.1)

23.2

Consent of Independent Registered Public Accounting Firm      ^PDF

24.1

Power of Attorney (included in signature pages to this registration statement)

Exhibit 5.1

[Bingham McCutchen Letterhead]

September 16, 2011

8x8, Inc.
810 West Maude Avenue
Sunnyvale, CA 94085

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for 8x8, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-8 proposed to be filed with the Securities and Exchange Commission on or about September 16, 2011 (the "Registration Statement").

The Registration Statement covers the registration of 171,974 shares of common stock, par value $0.001 per share, of the Company (the "Shares") issuable by the Company upon the exercise of options granted under the Amended and Restated Contactual, Inc. 2003 Stock Option Plan (the "Plan") and assumed by the Company pursuant to the Agreement and Plan of Merger Reorganization by and among the Company, Cabernet Merger Corporation, Contactual, Inc. ("Contactual"), and Leapfrog Ventures II, L.P., as representative of Contactual's stockholders (the "Merger Agreement"), and the Certificate of Merger merging Merger Sub into Contactual, as filed with the Delaware Secretary of State on September 15, 2011 (the "Certificate of Merger").

We have reviewed the Merger Agreement, the Certificate of Merger, the Plan, the form of Stock Option Agreement governing options granted under the Plan and corporate proceedings with respect to the authorization by the Company's board of directors of the Company's assumption of the Plan. We have also reviewed and relied upon such other instruments, corporate records, certificates and other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

We further assume, without investigation, that all Shares issued pursuant to the Plan will be issued in accordance with the terms of the Plan and that the purchase price of each of the Shares will be at least equal to the par value of such Shares.

This opinion is limited solely to the Delaware General Corporation Law as applied by courts located in Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws.

Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and delivered upon the exercise of options granted pursuant to and in accordance with the Plan and against the payment of any purchase price therefor, as specified in the Plan or documents governing such awards, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, however, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended.

Yours very truly,

/s/ Bingham McCutchen LLP

Bingham McCutchen LLP

Exhibit 10.16

AMENDED AND RESTATED CONTACTUAL, INC.
2003 STOCK OPTION PLAN

(as amended on May 29, 2008, February 24, 2010,
September 1, 2010 and June 24, 2011)

Purposes of the Plan . The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Non-Employee Directors of, and Consultants to Contactual, Inc., a Delaware corporation (the "Company"), and its Subsidiaries, and to promote the success of the Company's business. Options granted hereunder may be either Incentive Stock Options or Non-Statutory Stock Options at the discretion of the Committee.

Definitions . As used herein, and in any Option granted hereunder, the following definitions shall apply:

" Board " shall mean the Board of Directors of the Company.

" Code " shall mean the Internal Revenue Code of 1986, as amended.

" Committee " shall mean the Committee appointed by the Board in accordance with paragraph (a) of Section 4 of the Plan. If the Board does not appoint or ceases to maintain a Committee, the term "Committee" shall refer to the Board.

" Common Stock " shall mean the Common Stock of the Company.

" Company " shall mean Contactual, Inc., a Delaware corporation.

" Consultant " shall mean any independent contractor retained to perform bona fide services of any kind for the Company or any Subsidiary.

" Continuous Employment " shall mean the absence of any interruption or termination of service as an Employee or Non-Employee Director by the Company or any Subsidiary. Continuous Employment shall not be considered interrupted during any period of sick leave, military leave or any other leave of absence approved by the Board or in the case of transfers between locations of the Company or between the Company and any Parent, Subsidiary or successor of the Company.

" Covered Employee " shall mean any individual whose compensation is subject to the limitations on tax deductibility provided by Section 162(m) of the Code and any Treasury Regulations promulgated thereunder in effect at the close of the taxable year of the Company in which an Option has been granted to such individual.

" Employee " shall mean any person, including officers (whether or not they are directors), employed by the Company or any Subsidiary.

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

" Incentive Stock Option " shall mean any option granted under this Plan and any other option granted to an Employee in accordance with the provisions of Section 422 of the Code, and the regulations promulgated thereunder.

" Non-Employee Director " shall mean any director of the Company or any Subsidiary who (i) is not employed by the Company or such Subsidiary; (ii) does not receive compensation, either directly or indirectly, from the Company or a parent or Subsidiary for services rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K; (iii) does not possess an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K; and (iv) is not engaged in a business relationship for which disclosure would be required pursuant to Item 404 (b) of Regulation S-K.

" Non-Statutory Stock Option " shall mean an option granted under the Plan that is subject to the provisions of Section 1.83-7 of the Treasury Regulations promulgated under Section 83 of the Code.

" Option " shall mean a stock option granted pursuant to the Plan.

" Option Agreement " shall mean a written agreement between the Company and the Optionee regarding the grant and exercise of Options to purchase Shares and the terms and conditions thereof as determined by the Committee pursuant to the Plan.

" Optioned Shares " shall mean the Common Stock subject to an Option.

" Optionee " shall mean an Employee, Non-Employee Director or Consultant who receives an Option.

" Outside Director " shall mean a director of the Company who qualifies as an outside director as such term is used in Section 162(m) of the Code and defined in any applicable Treasury Regulations promulgated thereunder.

" Parent " shall mean a "parent corporation," whether now or hereafter existing, as defined by Section 424(e) of the Code.

" Plan " shall mean this 2003 Stock Option Plan.

" Registration Date " shall mean the effective date of the first registration statement filed by the Company pursuant to Section 12 of the Exchange Act with respect to any class of the Company's equity securities.

" Section 162(m) Effective Date " shall mean the first date as of which the limitations on the tax deductibility of certain compensation provided by Section 162(m) of the Code and any Treasury Regulations promulgated thereunder are applicable to Options granted under the Plan.

" Securities Act " shall mean the Securities Act of 1933, as amended.

" Share " shall mean a share of the Common Stock of the Company subject to an Option, as adjusted in accordance with Section 11 of the Plan.

" Subsidiary " shall mean a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code.

Stock Subject to the Plan . Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is sixteen million nine hundred twenty-two thousand four hundred seventy-eight (16,922,478) Shares of Common Stock. The Shares may be authorized but unissued or reacquired Shares of Common Stock. If an Option expires or becomes unexercisable for any reason without having been exercised in full, the Shares which were subject to the Option but as to which the Option was not exercised shall become available for other Option grants under the Plan, unless the Plan shall have been terminated.

The Company intends that as long as it is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and is not an investment company registered or required to be registered under the Investment Company Act of 1940, all offers and sales of Options and Shares issuable upon exercise of any Option shall be exempt from registration under the provisions of Section 5 of the Securities Act, and the Plan shall be administered in such a manner so as to preserve such exemption. The Company intends that the Plan shall constitute a written compensatory benefit plan within the meaning of Rule 701(b) of 17 CFR Section 230.701 promulgated by the Securities and Exchange Commission pursuant to such Act or any successor rule. Unless otherwise specified Options granted under the Plan are intended to be granted in reliance on Rule 701 whenever applicable.

Administration of the Plan .

Procedure . The Plan shall be administered by the Board. The Board may appoint a Committee consisting of not less than two (2) members of the Board to administer the Plan, subject to such terms and conditions as the Board may prescribe. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and, thereafter, directly administer the Plan.

Members of the Board or Committee who are either eligible for Options or have been granted Options may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself, but any such member may be counted in determining the existence of a quorum at any meeting of the Board or the Committee during which action is taken with respect to the granting of an Option to him or her.

The Committee shall meet at such times and places and upon such notice as the chairperson determines. A majority of the Committee shall constitute a quorum. Any acts by the Committee may be taken at any meeting at which a quorum is present and shall be by majority

vote of those members entitled to vote. Additionally, any acts reduced to writing or approved in writing by all of the members of the Committee shall be valid acts of the Committee.

Procedure After Registration Date . Notwithstanding subsection (a) above, after the date of registration of the Company's Common Stock on a national securities exchange or the Registration Date, the Plan shall be administered either by: (i) the full Board; or (ii) a Committee of two (2) or more directors, each of whom is a Non-Employee Director. After such date, the Board shall take all action necessary to administer the Plan in accordance with the then effective provisions of Rule 16b-3 promulgated under the Exchange Act, provided that any amendment to the Plan required for compliance with such provisions shall be made consistent with the provisions of Section 13 of the Plan, and said regulations.

Procedure After Section 162(m) Effective Date . Notwithstanding subsections (a) and (b) above, after the Section 162(m) Effective Date the Plan and all Option grants shall be administered and approved by a Committee comprised solely of two or more Outside Directors.

Powers of the Committee . Subject to the provisions of the Plan, the Committee shall have the authority: (i) to determine, upon review of relevant information, the fair market value of the Common Stock; (ii) to determine the exercise price of Options to be granted, the Employees, Non-Employee Directors or Consultants to whom and the time or times at which Options shall be granted, and the number of Shares to be represented by each Option; (iii) to interpret the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the Plan; (v) to determine the terms and provisions of each Option granted under the Plan (which need not be identical) and, with the consent of the holder thereof, to modify or amend any Option; (vi) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Committee; (vii) defer an exercise date of any Option (with the consent of the Optionee), subject to the provisions of Section 9(a) of the Plan; (viii) to determine whether Options granted under the Plan will be Incentive Stock Options or Non-Statutory Stock Options; and (ix) to make all other determinations deemed necessary or advisable for the administration of the Plan.

Acceleration of Vesting . In addition to its other powers, the Board (or the Committee), in its discretion, has the right, but not the obligation, to accelerate unvested Options in connection with (i) any tender offer for a majority of the outstanding shares of Common Stock by any person or entity; (ii) any proposed sale or conveyance of all or substantially all of the property and assets of the Company; or (iii) any proposed consolidation or merger of the Company with or into any other corporation, unless the Company is the surviving corporation. In the case of such accelerated vesting, the Company shall give written notice to the holder of any Option that such Option may be exercised even though the Option or portion thereof would not otherwise have been exercisable had the foregoing event not occurred. In such event, the Company shall permit the holder of any Option to exercise during the time period specified in the Company's notice, which period shall not be less than ten days following the date of notice. Upon consummation of a tender offer or proposed sale, conveyance, consolidation or merger to which such notice shall relate, all rights under said Option which shall not have been so exercised shall terminate unless the agreement governing the transaction shall provide otherwise.

Effect of Committee's Decision . All decisions, determinations and interpretations of the Committee shall be final and binding on all potential or actual Optionees, any other holder of an Option or other equity security of the Company and all other persons.

Eligibility .

Persons Eligible for Options . Options under the Plan may be granted only to Employees, Non-Employee Directors or Consultants whom the Committee, in its sole discretion, may designate from time to time. Incentive Stock Options may be granted only to Employees. An Employee who has been granted an Option, if he or she is otherwise eligible, may be granted an additional Option or Options. However, the aggregate fair market value (determined in accordance with the provisions of Section 8(a) of the Plan) of the Shares subject to one or more Incentive Stock Options grants that are exercisable for the first time by an Optionee during any calendar year (under all stock option plans of the Company and its Parents and Subsidiaries) shall not exceed $100,000 (determined as of the grant date). Any options granted that exceed the foregoing limitation shall be deemed to be Non-Statutory Stock Options. As of the Section 162(m) Effective Date, Options under the Plan shall be granted to Covered Employees upon satisfaction of the conditions to such grants provided pursuant to Section 162(m) and any Treasury Regulations promulgated thereunder.

No Right to Continuing Employment . Neither the establishment nor the operation of the Plan shall confer upon any Optionee or any other person any right with respect to continuation of employment or other service with the Company or any Subsidiary, nor shall the Plan interfere in any way with the right of the Optionee or the right of the Company (or any Parent or Subsidiary) to terminate such employment or service at any time.

Term of Plan . The Plan shall become effective upon its adoption by the Board or its approval by vote of the holders of the outstanding shares of the Company entitled to vote on the adoption of the Plan (in accordance with the provisions of Section 19 hereof), whichever is earlier. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan.

Term of Option . Unless the Committee determines otherwise, the term of each Option granted under the Plan shall be ten (10) years from the date of grant. The term of the Option shall be set forth in the Option Agreement. No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date such Option is granted, provided that no Incentive Stock Option granted to any Employee who, at the date such Option is granted, owns (within the meaning of Section 425(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary shall be exercisable after the expiration of five (5) years from the date such Option is granted.

Exercise Price and Consideration .

Exercise Price . Except as provided in subsections (b) and (c) below, the exercise price for the Shares to be issued pursuant to any Option shall be such price as is determined by the Committee, which shall in no event be less than: (i) in the case of Incentive Stock Options, the fair market value of such Shares on the date the Option is granted; or (ii) in the case of Non-

Statutory Stock Options, one-hundred percent (100%) of such fair market value; provided that, in the case of any Optionee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the exercise price shall be one hundred ten percent (110%) of fair market value on the date the Option is granted. Fair market value of the Common Stock shall be determined by the Committee based upon either of the following: (i) a valuation method that the Board has determined to be reasonable and that takes into account all available information applicable to the value of the Company, including the following factors as applicable: value of tangible and intangible assets of the Company, present value of future cash flows, the market value of stock and equity interests in similar corporations and entities engaged in similar businesses in which public and private securities transactions have occurred recently, transactions in the Company's stock, control premiums and marketability discounts, or (ii) based on the consistent use of any of the valuation methods provided in Treasury Regulation Section 1.409A that create a presumption of reasonableness. However, that if there is a public market for the Common Stock, the fair market value per Share shall be the average of the last reported bid and asked prices of the Common Stock on the date of grant, as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation (NASDAQ) System) or, in the event the Common Stock is listed on a national securities exchange (within the meaning of Section 6 of the Exchange Act) or on the NASDAQ National Market System (or any successor national market system), the fair market value per Share shall be the closing price on such exchange on the date of grant of the Option, as reported in The Wall Street Journal.

Ten Percent Stockholders . No Incentive Stock Option shall be granted to any Employee who, at the date such Option is granted, owns (within the meaning of Section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, unless the exercise price for the Shares to be issued pursuant to such Option is at least equal to one hundred ten percent (110%) of the fair market value of such Shares on the grant date determined by the Committee in the manner set forth in subsection (a) above.

Section 162(m) Limitations . After the Section 162(m) Effective Date, the Option Price of any Option granted to a Covered Employee shall be at least equal to the fair market value of the Shares as of the date of grant as determined in the manner set forth in subsection (a) above.

Consideration . The consideration to be paid for the Optioned Shares shall be payment in cash or by check unless payment in some other manner, including by promissory note, other shares of the Company's Common Stock or such other consideration and method of payment for the issuance of Optioned Shares as may be permitted under the California General Corporation Law is authorized by the Committee at the time of the grant of the Option. Any cash or other property received by the Company from the sale of Shares pursuant to the Plan shall constitute part of the general assets of the Company.

Exercise of Option .

Vesting Period . Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Committee and as shall be permissible under the terms of the Plan, which shall be specified in the Option Agreement evidencing the Option. Options granted under the Plan shall vest at a rate of at least twenty percent (20%) per year.

Exercise Procedures . An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the option agreement evidencing the Option, and full payment for the Shares with respect to which the Option is exercised has been received by the Company. After the Registration Date, in lieu of delivery of a cash payment for the purchase price of the Shares with respect to which the Option is exercised, the Optionee may deliver to the Company a sell order to a broker for the Shares being purchased and an agreement to pay (or have the broker remit payment for) the purchase price for the Shares being purchased on or before the settlement date for the sale of such shares to the broker.

Pursuant to the terms of the Option Agreement, the Committee may, but is not obligated to require that any Option may be exercised only upon the execution of a Stock Restriction Agreement which gives the Company a right to repurchase the Option Shares at their then current fair market value, as determined by the Committee, or at their original exercise price, whichever is greater. The Stock Restriction Agreement shall contain such other provisions as the Committee may approve in its sole discretion.

An Option may not be exercised for fractional shares. As soon as practicable following the exercise of an Option in the manner set forth above, the Company shall issue or cause its transfer agent to issue stock certificates representing the Shares purchased. Until the issuance of such stock certificates (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Shares notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other rights for which the record date is prior to the date of the transfer by the Optionee of the consideration for the purchase of the Shares, except as provided in Section 11 of the Plan. After the Registration Date, the exercise of an Option by any person subject to short-swing trading liability under Section 16(b) of the Exchange Act shall be subject to compliance with all applicable requirements of Rule 16b-3 promulgated under the Exchange Act.

Death of Optionee . In the event of the death during the Option period of an Optionee who is at the time of his death, or was within the ninety (90) day period immediately prior thereto, an Employee or Non-Employee Director, and who was in Continuous Employment as such from the date of the grant of the Option until the date of termination or death, this Option may be exercised, at any time within one (1) year following the date of death, by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the accrued right to exercise at the time of the termination or death, whichever comes first, subject to the condition that no Option shall be exercised after the expiration of the Option period.

Disability of Optionee . In the event of the permanent and total disability during the Option period of an Optionee who is at the time of such disability, or was within the ninety

(90) day period prior thereto, an Employee or Non-Employee Director, and who was in Continuous Employment as such from the date of the grant of the Option until the date of disability or termination, the Option may be exercised at any time within one (1) year following the date of such permanent and total disability, but only to the extent of the accrued right to exercise at the time of the termination or disability, whichever comes first, subject to the condition that no Option shall be exercised after the expiration of the Option period.

Termination of Status as Employee, Non-Employee Director or Consultant . If an Optionee shall cease to be an Employee or Non-Employee Director for any reason other than permanent and total disability or death, or if an Optionee shall cease to be a Consultant for any reason, the Optionee may, but only within thirty (30) days (or such other period of time as is determined by the Committee) after the date he or she ceases to be an Employee or Non-Employee Director, or Consultant, exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination, subject to the condition that no Option shall be exercisable after the expiration of the Option period.

Changes in Status . Notwithstanding Section 9(e) above, if an Optionee's relationship with the Company changes from an Employee to a Consultant or Non-Employee Director (a "Change in Status"), all outstanding and unexercised Incentive Stock Options currently held by Optionee shall automatically convert to Non-Statutory Stock Options and shall remain and become exercisable in accordance with the terms and conditions of the Incentive Stock Option Agreement. In addition, if an Optionee's relationship with Company changes from an Employee to a Consultant or Non-Employee Director, or from a Consultant or Non-Employee Director to an Employee (also a "Change in Status"), all outstanding and unexercised Non-Statutory Options currently held by such Optionee shall remain and become exercisable in accordance with the terms and conditions of the Non- Statutory Stock Option Agreement. A Change in Status shall not constitute a termination of employment for purposes of Section 9(e) above.

Exercise of Option with Stock After Registration Date . After the Registration Date, the Committee may permit an Optionee to exercise an Option by delivering shares of the Company's Common Stock. If the Optionee is so permitted, the option agreement covering such Option may include provisions authorizing the Optionee to exercise the Option, in whole or in part, by: (i) delivering whole shares of the Company's Common Stock previously owned by such Optionee (whether or not acquired through the prior exercise of a stock option) having a fair market value equal to the aggregate exercise price for the Optioned Shares issuable on exercise of the Option; and/or (ii) directing the Company to withhold from the Shares that would otherwise be issued upon exercise of the Option that number of whole Shares having a fair market value equal to the aggregate exercise price for the Optioned Shares issuable on exercise of the Option. Shares of the Company's Common Stock so delivered or withheld shall be valued at their fair market value at the close of the last business day immediately preceding the date of exercise of the Option, as determined by the Committee, in accordance with the provisions of Section 8(a) of the Plan. Any balance of the exercise price shall be paid in cash. Any shares delivered or withheld in accordance with this provision shall not again become available for purposes of the Plan and for Options subsequently granted thereunder.

Tax Withholding . After the Registration Date, when an Optionee is required to pay to the Company an amount with respect to tax withholding obligations in connection with the exercise of an Option granted under the Plan, the Optionee may elect prior to the date the amount of such withholding tax is determined (the "Tax Date") to make such payment, or such increased payment as the Optionee elects to make up to the maximum federal, state and local marginal tax rates, including any related FICA obligation, applicable to the Optionee and the particular transaction, by: (i) delivering cash; (ii) delivering part or all of the payment in previously owned shares of Common Stock (whether or not acquired through the prior exercise of an Option); and/or (iii) irrevocably directing the Company to withhold from the Shares that would otherwise be issued upon exercise of the Option that number of whole Shares having a fair market value equal to the amount of tax required or elected to be withheld (a "Withholding Election"). If an Optionee's Tax Date is deferred beyond the date of exercise and the Optionee makes a Withholding Election, the Optionee will initially receive the full amount of Optioned Shares otherwise issuable upon exercise of the Option, but will be unconditionally obligated to surrender to the Company on the Tax Date the number of Shares necessary to satisfy his or her minimum withholding requirements, or such higher payment as he or she may have elected to make, with adjustments to be made in cash after the Tax Date.

Any withholding of Optioned Shares with respect to taxes arising in connection with the exercise of an Option by any person subject to short-swing trading liability under Section 16(b) of the Exchange Act shall satisfy the requirements of Section 16b-3(e).

Any adverse consequences incurred by an Optionee with respect to the use of shares of Common Stock to pay any part of the exercise price or of any tax in connection with the exercise of an 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. Shares withheld in accordance with this provision shall not again become available for purposes of the Plan and for Options subsequently granted thereunder.

Non-Transferability of Options . An Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

Adjustments Upon Changes in Capitalization . Subject to any required action by the stockholders of the Company, the number of Optioned Shares covered by each outstanding Option, and the per share exercise price of each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend on the Common Stock or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof

shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

The Committee may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the number or class of securities covered by any Option, as well as the price to be paid therefor, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation.

Unless otherwise determined by the Board, upon the dissolution or liquidation of the Company the Options granted under the Plan shall terminate and thereupon become null and void. The Optionee shall be given not less than ten (10) days' notice of such event and the opportunity to exercise each outstanding Option before such event is effected.

Upon any merger or consolidation, if the Company is not the surviving corporation, the Options granted under the Plan shall either be assumed by the new entity or shall terminate in accordance with the provisions of the preceding paragraph. In the event that the surviving corporation refuses to assume or substitute for the Options granted under the Plan, each Optionee shall fully vest in and have the right to exercise the Option granted as to 100% of the Optioned Shares, including Options as to which such person would not otherwise have the right to vest or exercise, upon the effective date of the event constituting a merger or consolidation. If an Option becomes fully vested and exercisable in lieu of assumption or substitution thereof in the event of occurrence of a merger or consolidation, the Committee shall notify the Optionee in writing or electronically that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following a merger or consolidation, the replacement option or right confers the right to purchase or receive, for each share of Optioned Shares immediately prior to the merger or consolidation, the consideration (whether stock, cash, or other securities or property) received in the merger or consolidation by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if the consideration received in the merger or consolidation is not solely common stock of the surviving corporation or its Parent, the Committee may, with the consent of the surviving corporation, provide for the consideration to be received upon the exercise of the Option to be solely common stock of the surviving corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or consolidation. A merger or consolidation shall not cause the acceleration of vesting of Options except to the extent provided under the Plan and in an Option Agreement or other written contract between the Company and an Optionee.

Time of Granting Options . Unless otherwise specified by the Committee, the date of grant of an Option under the Plan shall be the date on which the Committee makes the determination granting such Option. Notice of the determination shall be given to each Optionee to whom an Option is so granted within a reasonable time after the date of such grant.

Amendment and Termination of the Plan . The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable, except that, without approval of the holders of a majority of the outstanding capital stock no such revision or amendment shall change the number of Shares subject to the Plan, change the designation of the class of employees eligible to receive Options or add any material benefit to Optionees under the Plan. Any such amendment or termination of the Plan shall not affect Options already granted, and such Options shall remain in full force and effect as if the Plan had not been amended or terminated. After the Section 162(m) Effective Date, the modification or addition of a material term of the Plan (as determined under Section 162(m) and any applicable Treasury Regulations promulgated thereunder) shall be approved by the stockholders in the manner provided in Section 19 of the Plan.

Conditions Upon Issuance of Shares . Shares shall not be issued with respect to an Option granted under the Plan unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

Reservation of Shares . During the term of this Plan the Company will at all times reserve and keep available the number of Shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to obtain from any regulatory body having jurisdiction and authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such Shares as to which such requisite authority shall not have been obtained.

Information to Optionee . During the term of any Option granted under the Plan, the Company shall provide or otherwise make available to each Optionee a copy of such financial statements as it generally provides to its stockholders, at least annually.

Option Agreement . Options granted under the Plan shall be evidenced by Option Agreements.

Indemnification of Board (or Committee, if applicable) . In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Board (or the Committee, if applicable) shall be indemnified by the Company against the reasonable expenses, including attorneys, fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by

independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding except in relation to matters as of which it shall be adjudged in such action, suit or proceeding that such Board (or Committee, if applicable) member is liable for negligence or misconduct in the performance of his duties; provided that within sixty days after institution of any such action, suit or proceeding a Board (or Committee, if applicable) member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

Stockholder Approval . The Plan shall be subject to approval by the affirmative vote of the holders of a majority of the outstanding capital stock of the Company entitled to vote within twelve (12) months before or after the Plan is adopted. Any Option exercised before stockholder approval is obtained must be rescinded if stockholder approval is not obtained within twelve (12) months before or after the Plan is adopted. Shares issued upon the exercise of such Options shall not be counted in determining whether such approval is obtained. Any amendments to the Plan which require stockholder approval shall be by the affirmative vote of the holders of a majority of the outstanding capital stock of the Company entitled to vote.

Adopted by the Board of Directors and ratified by the Stockholders on September 24, 2003. Amended by the Board of Directors and ratified by the Stockholders on November 5, 2004.

Amended by the Board of Directors and ratified by the Stockholders on May 16, 2006 and June 30, 2006.

Amended by the Board of Directors on December 19, 2006 and ratified by the Stockholders on January 22, 2007.

Exhibit 10.17

CONTACTUAL, INC.
FORM OF [INCENTIVE][NON-STATUTORY] STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement (the "Agreement"), effective as of _______ __, ____, made by and between Contactual, Inc., a Delaware corporation (the "Company"), and the individual named below ("Optionee"). This Agreement is made pursuant to the terms and conditions of the 2003 Stock Option Plan (as amended, the "Plan"), a copy of which is attached to this Agreement as Exhibit A, and the provisions of which are incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall govern. The Option is intended to be [an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")][a non-statutory stock option within the meaning of Internal Revenue Code of 1986, as amended (the "Code")].

OPTIONEE NAME

___________________________________

DATE OF GRANT

___________________________________

VESTING COMMENCEMENT DATE

___________________________________

NUMBER OF SHARES ("Shares")

___________________________________

EXERCISE PRICE PER SHARE

$________ USD_________________

EXPIRATION DATE

___________________________________

VESTING SCHEDULE:

Optionee's right to exercise the option granted in this Agreement shall vest as follows:

[(a) Provided the Optionee remains a Company employee for at least one (1) year following the Vesting Commencement Date, the Shares shall vest as follows: twenty-five percent (25%) of the Shares shall vest and become exercisable on _______ __, ____, (exactly one (1) year from the Vesting Commencement Date). Thereafter, the remaining seventy-five percent (75%) shall vest and become exercisable in successive equal installments of 1/48 ^th of the total Shares per month, over the next thirty-six (36) months, on the same day of each continuous full month of service that Optionee provides to the Company as an employee (as determined on the 1st day of each such month), until all of the Shares become fully vested and exercisable exactly four (4) years from the Vesting Commencement Date. Options shall be rounded down to the nearest whole Share.]

OR

[(a) The Shares shall vest as follows: One-forty-eighth (1/48th) of the Shares shall vest and become exercisable on each monthly anniversary of the Vesting Commencement Date, until all of the Shares become fully vested and exercisable four (4) years from the Vesting Commencement Date. Options shall be rounded down to the nearest whole Share.]

OR

[(a) The Shares shall vest ratably over the twenty four (24) month period following the Vesting Commencement Date in equal monthly installments of 1/24th or the total Shares on the same day of each continuous full month of service that Optionee provides to the Company (as determined on the first date of each month) until the Shares become fully vested and exercisable on _______ __, ____, or exactly two (2) years from the Vesting Commencement Date. For the purposes of this Agreement, Optionee shall be deemed to be a Service Provider to the Company for so long as Optionee renders periodic services to Company as an officer, director, employee, an independent, non-employee consultant, or in such other capacity, all on terms approved by the Board of Directors of the Company. Optionee acknowledges and understands that what constitutes Service Provider status, other than as an officer, director, employee or consultant as set forth above, shall be determined entirely by the Board of Directors and the decision of such Board shall be final.]

OR

[(a) All of the shares subject to the Option shall be fully vested as of the date hereof.]

(b) In the event of Optionee's death, disability or other termination of [employment][Service Provider status], the exercisability of this Option shall be governed by Sections 9(c), 9(d) and 9(e) of the Plan. Notwithstanding the foregoing and notwithstanding anything to the contrary in Sections 9(c) and 9(e) of the Plan, in the event of Optionee's death prior to this Option expiring or becoming unexercisable [ or in the event of Optionee's termination of employment by the Company for other than Cause or by Optionee for Good Reason within the twelve (12) month period commencing on a Change in Control ]*, this Option shall be exercisable by the Optionee for the period of time provided in Section 9(c) or 9(e) of the Plan, as applicable, to the extent vested as of three (3) months, or shorter or longer period of time determined by the Company's Board of Directors, following such death [ or termination of employment ]*; provided, that this Option shall not become vested or exercisable following the Expiration Date set forth above.

(c) The Option may not be exercised for fractional shares or for less than one hundred shares (100) Shares unless the remaining number of Shares subject to exercise is less than 100.

____________________

"*" indicates language that is included in some option agreements.

(d) Provided that the Company's Board of Directors approves of such exercise, this Option may be exercised for the purchase of Shares that have not yet vested under subsection (a) above. In such case, the purchased, unvested Shares shall be subject to repurchase by the Company pursuant to the terms of the Stock Restriction Agreement under which they are purchased, and, to the extent the terms hereof govern exercise and the like of the options, such terms shall be disregarded.

[( e) Notwithstanding anything herein to the contrary, if within the twelve (12) month period commencing on a Change in Control (as defined below), Optionee's employment is terminated by the Company for other than Cause (as defined below) or by Optionee for Good Reason (as defined below), and if, within sixty (60) days of such termination, Optionee executes and fails to revoke during any applicable revocation period a general release of all claims against the Company in a form acceptable to the Company, then all of the Shares subject to this Option shall immediately become fully vested and exercisable. ]*

[ (f) For the purposes of this Agreement, the following terms shall have the following meanings:

"Cause" shall mean any of the following, as determined by the Board of Directors in its good faith discretion, (i) willful refusal or willful material failure of Optionee to substantially perform his or her duties or willful refusal or willful material failure to comply with the Company's policies; (ii) conviction of, or plea of nolo contendere to, any felony or any misdemeanor involving dishonesty or moral turpitude; (iii) Optionee's gross negligence or willful misconduct in the performance of his or her duties and obligations to the Company; or (iv) embezzlement or any fraudulent act committed against the Company, its customers, or its vendors. For purposes of this provision, no act or failure to act, on the part of the Optionee, shall be considered "willful" unless it is done, or omitted to be done, intentionally and without reasonable belief that his or her action or omission was in the best interests of the Company.

"Change in Control" shall mean any of the following events: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganizations, provided that the applicable transaction shall not be deemed a Change in Control unless the Company's stockholders constituted immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent) immediately following such transaction (taking into account only voting power resulting from stock held by such stockholders prior to such transaction); (ii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company's voting power outstanding before such transaction is transferred or (iii) a sale, conveyance or other disposition of all or substantially all of the assets of the Company (including without limitation a license of all or substantially all of the Company's intellectual property that is either exclusive or otherwise structured in a manner that constitutes a license of all or substantially all of the assets of the Company); provided that a Change in Control shall not include (x) a merger or consolidation with a wholly-owned subsidiary of the Company, (y) a merger effected exclusively for the purpose of changing the domicile of the Company or (z) any transaction or series of related transactions principally for bona fide equity financing purposes in which the Company is the surviving corporation.

"Good Reason" shall mean the occurrence of any of the following without Optionee's written consent: (i) a material diminution in Optionee's base compensation; (ii) a material diminution in Optionee's authority, duties or responsibilities; provided, however, that a diminution in authority, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity shall not by itself constitute "Good Reason"; (iii) a material change in the geographic location at which Optionee must perform Optionee's services; or (iv) a material breach of this Optionee's employment agreement, if any, by the Company. Notwithstanding the foregoing, such an occurrence shall not constitute "Good Reason" unless the condition giving rise to "Good Reason" continues more than thirty (30) days following Optionee's written notice of such condition within ninety (90) days of the first occurrence of such condition .]*

No Transfer or Assignment of Option . This Option and the rights and privileges conferred hereby shall not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this option, or of any right or privilege conferred hereby, contrary to the provisions of this Agreement, or upon any attempted sale under any execution, attachment, or similar process upon the rights and privileges conferred hereby, this Option and the rights and privileges conferred hereby shall immediately become null and void.

Method of Exercise .

Notice . Optionee may exercise this option by delivering a signed Notice of Exercise in substantially the form attached hereto to the officer of the Company designated in such notice. If Optionee is acquiring unvested shares, such notice shall be accompanied by a signed Stock Restriction Agreement in substantially the form attached hereto and payment in full of the aggregate purchase price for the Shares.

Restriction on Exercise . 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 any other law or regulation. Furthermore, the method and manner of payment of the Option Price will be subject to the rules under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G") 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 the Option as in the opinion of legal counsel for the Company may be required by any applicable law or regulation, including the execution and delivery of an appropriate representation statement. Accordingly, the stock certificates for the Shares issued upon exercise of this Option may bear appropriate legends restricting transfer.

Method of Payment . Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Optionee:

a. cash;

b. certified or bank cashier's check;

c. cancellation of indebtedness if agreed to by Company;

d. promissory note if agreed to by Company as, subject to the Board of Directors' discretion and approval, Company may make loans or guarantee loans made by an appropriate financial institution to individual optionees, including officers, on such terms as may be approved by the Board for the purpose of financing the exercise of options granted under the Plan and payment of taxes that may be due by reason of such exercise; or

e. in the event there exists a public market for the Company's Common Stock on the date of exercise, by surrender of shares of the Company's Common Stock. In this case payment shall be made as follows:

Optionee shall deliver to the Secretary of the Company a written notice which shall set forth the portion of the purchase price the Optionee wishes to pay with Common Stock, and the number of shares of such Common Stock the Optionee intends to surrender pursuant to the exercise of this Option, which shall be determined by dividing the aforementioned portion of the purchase price by the average of the last reported bid and asked prices per share of Common Stock of the Company, as reported in The Wall Street Journal (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation (NASDAQ) System or, in the event the Common Stock is listed on a national securities exchange, or on [the NASDAQ National Market System (or any successor national market system), the closing price of Common Stock of the Company on such exchange] [a national market system, the closing price of Common Stock of the Company on such exchange or system] as reported in The Wall Street Journal , for the day on which the notice of exercise is sent or delivered;

Fractional shares shall be disregarded and the Optionee shall pay in cash an amount equal to such fraction multiplied by the price determined under subparagraph (i) above;

The written notice shall be accompanied by a duly endorsed blank stock power with respect to the number of Shares set forth in the notice, and the certificate(s) representing said Shares shall be delivered to the Company at its principal offices within three (3) working days from the date of the notice of exercise;

The Optionee hereby authorizes and directs the Secretary of the Company to transfer so many of the Shares represented by such certificate(s) as are necessary to pay the purchase price in accordance with the provisions herein;

If any such transfer of Shares requires the consent of the California Commissioner of Corporations or of some other agency under the securities laws of any other state, or an opinion of counsel for the Company or Optionee that such transfer may be effected under applicable Federal and state securities laws, the time periods specified herein shall be extended for such periods as the necessary request for consent to transfer is pending before said Commission or other agency, or until counsel renders such an opinion, as the case may be.

All parties agree to cooperate in making such request for transfer, or in obtaining such opinion of counsel, and no transfer shall be effected without such consent or opinion if required by law; and

Notwithstanding any other provision herein, the Optionee shall only be permitted to pay the purchase price with shares of the Company's Common Stock owned by him as of the exercise date in the manner and within the time periods allowed under 17 CFR 240.16b-3 promulgated under the Securities Exchange Act of 1934 as such regulation is presently constituted, as it is amended from time to time, and as it is interpreted now or hereafter by the Securities and Exchange Commission.

Term and Expiration . This option, if it has not earlier expired pursuant to the terms of this Agreement or the Plan, shall expire in all events on the tenth (10th) anniversary of the Date of Grant set forth on the first page hereof.

Compliance with State and Federal Securities Laws . No Shares shall be issued upon the exercise of this option unless and until the Company has determined that all applicable provisions of state and federal securities laws have been satisfied.

Adjustment Upon Changes in Capitalization or Merger . The number of Shares covered by this Option shall be adjusted in accordance with the provisions of Section 11 of the Plan in the event of changes in the capitalization or organization of the Company, or if the Company is a party to a merger or other corporate reorganization.

Not Employment Contract . Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of or as a service provider to 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 law. This is not an employment or service provider contract.

Income Tax Withholding . The Optionee authorizes the Company to withhold in accordance with applicable law 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 and further agrees that Company and Company's agents shall not be required to deliver any shares purchased by Optionee upon exercise of this Option unless and until Optionee's tax obligations have been satisfied to Company's satisfaction or Optionee has provided Company with such payments. Furthermore, in the event of any determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the exercise of this Option, the Optionee agrees to pay the Company the amount of any such deficiency in cash within five (5) days after receiving a written demand from the Company to do so, whether or not Optionee is an Optionee of the Company at that time.

Miscellaneous Provisions .

No Rights as a Stockholder . Optionee shall have no rights as a stockholder with respect to any Shares subject to this option until the Shares have been issued in the name of Optionee.

Confidentiality . Optionee agrees and acknowledges that the terms and conditions of this Agreement, including without limitation the number of Shares for which options have been granted, are confidential. Optionee agrees that he will not disclose these terms and conditions to any third party, except to Optionee's financial or legal advisors, tax preparer or family members, unless such disclosure is required by law.

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts wholly made and performed in the State of California.

Entire Agreement . This Agreement and the Plan, together with those documents that are referenced in this Agreement, are intended to be the final, complete, and exclusive statement of the terms of the agreement between Optionee and the Company with regard to the subject matter of this Agreement. This Agreement and the Plan supersede all other prior agreements, communications, and statements, whether written or oral, express or implied, pertaining to that subject matter. This Agreement and the Plan may not be contradicted by evidence of any prior or contemporaneous statements or agreements, oral or written, and may not be explained or supplemented by evidence of consistent additional terms.

Counterparts . This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same instrument.

COMPANY:
CONTACTUAL, INC.
a Delaware corporation

By: _____________________
Name: _____________________
Title: _____________________

OPTIONEE:

_____________________
Name:
Address: _____________________
_____________________
_____________________
Social Security No.: _____________________________

Form of Notice of Exercise
of Contactual, Inc. Incentive or Non-Statutory Stock Option

Date of Exercise: ________ __, 20__

Contactual, Inc.
1000 Bridge Parkway, Suite 200
Redwood City, California 94065

Gentlemen:

This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.

Type of Option (check one) _ __ Incentive ___ Nonstatutory

Stock Option Agreement dated: __________________

Number of shares exercised: __________________

Total Exercise Price: $_________________

By this exercise, I agree (i) to provide the Company with such additional documents as it may require, if any, in accordance with the provisions of the 2003 Stock Option Plan, (ii) to pay (in the manner designated by the Company) any withholding obligation relating to this option exercise, (iii) if this notice relates to the exercise of unvested shares under an early exercise option, to immediately execute and deliver an Stock Restriction Agreement, and (iv) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any sale or other disposition of any shares issued upon exercise of this option if such sale or other disposition occurs within 2 years after the Date of Grant of this option or within 1 year of the date of this notice of exercise.

I acknowledge that the shares being purchased by me hereunder have not been registered under the Securities Act of 1933, as amended (the "Act") and are "restricted securities" under Rule 701 and Rule 144 promulgated under the Act. I warrant and represent to the Company that I have no present intention of distributing or selling the Shares, except as permitted under the Act and any applicable state securities laws.

I further acknowledge that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Act, I will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Act as may be requested by the Company or a representative of the underwriters. I further agree that the Company may impose stop transfer instructions with

respect to securities subject to the foregoing restrictions until the end of such period.

Circle One:

A. I enclose my executed personal check herewith in the amount of $________, or the full purchase price for the shares and evidencing my payment of the purchase price. Please register said shares in my name.

B. I enclose my executed promissory note to be held by the Company in the principal amount of $__________ evidencing my full payment to Company of the purchase price of said shares. Please register said shares in my name.

Dated: __________ __, 20__

_________________________________

Signature

__________________________________

__________________________________

Address

__________________________________

Social Security No.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement (Form S-8) of our report dated May 20, 2011, relating to the consolidated financial statements and financial statement schedule of 8x8, Inc. (the "Company"), and the effectiveness of internal control over financial reporting of the Company, which appears in the Annual Report (Form 10-K) of the Company for the year ended March 31, 2011.

/s/ Moss Adams LLP

San Francisco, California
September 16, 2011

Exhibit	Description
5.1	Opinion of Bingham McCutchen LLP as to the legality of the securities being registered ^PDF
10.16	Amended and Restated Contactual, Inc. 2003 Stock Option Plan ^PDF
10.17	Form of Stock Option Agreement under the Amended and Restated Contactual, Inc. 2003 Stock Option Plan ^PDF
23.1	Consent of Bingham McCutchen LLP (included in Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm ^PDF
24.1	Power of Attorney (included in signature pages to this registration statement)

OPTIONEE NAME		___________________________________
DATE OF GRANT		___________________________________
VESTING COMMENCEMENT DATE		___________________________________
NUMBER OF SHARES ("Shares")		___________________________________
EXERCISE PRICE PER SHARE		$________ USD_________________
EXPIRATION DATE		___________________________________
VESTING SCHEDULE:	Optionee's right to exercise the option granted in this Agreement shall vest as follows: