8X8 INC /DE/ (Form: 10-Q, Received: 11/08/2018 06:03:52)

Exhibit 10.2

8X8, INC.

2017 EXECUTIVE CHANGE-IN-CONTROL

AND SEVERANCE POLICY

(As Amended and Restated effective January 31, 2019)

Table of Contents

Page

1.

INTRODUCTION

2

2.

DEFINITIONS

2

3.

CHANGE-IN-CONTROL BENEFITS

5

4.

CHANGE-IN-CONTROL SEVERANCE BENEFITS

6

5.

SEVERANCE BENEFITS NOT IN CONNECTION WITH A CHANGE-IN-CONTROL

6

6.

CONDITIONS FOR PAYMENT OF SEVERANCE

7

7.

COORDINATION WITH OTHER BENEFITS

7

8.

LIMITATION ON BENEFITS

8

9.

ADMINISTRATION

8

10.

AMENDMENT OR TERMINATION

9

11.

NOTICES

9

12.

SECTION 409A

9

13.

MISCELLANEOUS

10

8X8, INC.
2017 EXECUTIVE CHANGE-IN-CONTROL
AND SEVERANCE POLICY

(As Amended and Restated effective January 31, 2019)

1. INTRODUCTION

This 2017 Executive Change-in-Control and Severance Policy (the "Policy") was established by 8x8, Inc., effective as of October 1, 2017, to provide for the payment of certain benefits in connection with certain terminations of an Executive's employment, including in connection with a potential Change-in-Control of the Company. The Policy was subsequently amended and restated effective as of January 31, 2019 (the "Amendment Effective Date").

2. DEFINITIONS

2.1 Administrator . For purposes of this Policy, "Administrator" means the person(s) designated by the Board or the Committee as the administrator of this Policy.

2.2 Board . For purposes of this Policy, the "Board" means the Board of Directors of the Company.

2.3 Cause . For purposes of this Policy, "Cause" means Executive's:

willful failure to attend to Executive's duties that is not cured by Executive within 30 days of receiving written notice from the CEO (or, in the case of the CEO, from the Board) specifying such failure;
material breach of Executive's employment agreement that is not cured by Executive within 30 days of receiving written notice from the CEO (or, in the case of the CEO, from the Board) specifying such breach;
conviction of (or plea of guilty or nolo contendere to) any felony or a misdemeanor involving theft, embezzlement, dishonesty or moral turpitude; or
misconduct resulting in material harm to the Company's business or reputation, including fraud, embezzlement, misappropriation of funds or a material violation of the Executive's Confidential Information, Non-Disclosure and Invention Assignment Agreement.

2.4 Change-in-Control . For purposes of this Policy, "Change-in-Control" means the consummation of any of the following corporate transactions:

an acquisition in one or more related transactions of 45% or more of the Company's common stock or voting securities by a "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act, but excluding the Company, any employee benefit plan of the Company and any corporation controlled by the Company's stockholders) or multiple "persons" acting as a group;
a complete liquidation or dissolution of the Company;

a sale, transfer or other disposition of all or substantially all of the Company's assets; or
a merger, consolidation or reorganization (collectively, a "Business Combination") other than a Business Combination in which (i) the stockholders of the Company receive 50% or more of the stock of the corporation resulting from the Business Combination and (ii) at least a majority of the board of directors of such resulting corporation were incumbent directors of the Company immediately prior to the consummation of the Business Combination and (iii) after which no individual, entity or group (excluding any corporation or other entity resulting from the Business Combination or any employee benefit plan of such corporation or of the Company) who did not own 45% or more of the stock of the resulting corporation or other entity immediately before the Business Combination owns 45% or more of the stock of such resulting corporation or other entity.

2.5 Code . For purposes of this Policy, "Code" means the Internal Revenue Code of 1986, as amended.

2.6 Committee . For purposes of this Policy, "Committee" means the Compensation Committee of the Board.

2.7 Company . For purposes of this Policy, "Company" means 8x8, Inc., a Delaware corporation, and any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of 8x8, Inc.

2.8 Constructive Termination . For purposes of this Policy, "Constructive Termination" means the termination of Executive's employment (a) by the Company other than for Cause or Disability or (b) by the Executive for Good Reason.

2.9 Disability . For purposes of this Policy, "Disability" means a physical or mental impairment for which the Executive qualifies for benefits under the Company's long-term disability program, as it may be amended from time to time.

2.10 Equity Award . For purposes of this Policy, "Equity Award" means each incentive award relating to the Company's common stock (whether stock options, stock appreciation rights, shares of restricted stock, restricted stock units, performance shares, performance units or other similar awards).

2.11 Executive . For purposes of this Policy, "Executive" means any one of the following individuals: (a) the Company's Chief Executive Officer; (b) any employee classified by the Company as an Executive Vice President, including (as of October 23, 2018) the Company's Chief Technology Officer, the Company's Chief Marketing Officer, the Company's Chief Product Officer and the Company's Chief Financial Officer; and (c) any employee classified by the Company as a Senior Vice President.

2.12 Good Reason . For purposes of this Policy, "Good Reason" means the occurrence of any of the following conditions without Executive's written consent, but only if such condition is reported by the Executive within 90 days of Executive's knowledge that such condition has occurred and remains uncured 30 days after written notice from Executive to the Board of said condition:

a material reduction in Executive's then-current base salary or annual target bonus (expressed as a percentage of Executive's then-current base salary), except for a reduction proportionate to reductions concurrently imposed on all other members of the Company's executive management;

in Connection with a Change-in-Control, a material reduction in Executive's then-current base salary or annual target bonus (expressed as a percentage of Executive's then-current base salary);

a material reduction in Executive's then-current employee benefits package, taken as a whole, except for a reduction proportionate to reductions concurrently imposed on all other members of the Company's executive management;

in Connection with a Change-in-Control, a material reduction in Executive's then-current employee benefits package, taken as a whole, both in terms of the amount of benefits provided and the level of Executive's participation relative to other participants;

a material reduction in Executive's responsibilities with respect to the Company's overall operations;

as to the Chief Executive Officer, a requirement for the Chief Executive Officer to report to another officer as opposed to the Company's Board; or a failure to nominate the Chief Executive Officer for election as a Board member if at the proper time for nomination, the Chief Executive Officer is a Board member;

a material breach by the Company of any material provision of Executive's employment agreement;

a requirement that Executive relocate Executive's Company office (i) to a location more than 35 miles from Executive's then-current Company office location, unless such office relocation results in the distance between the new office and Executive's home being closer or equal to the distance between the prior office and Executive's home or (ii) that is more than 50 miles from Executive's home, and such relocation results in the distance between the new office and Executive's home being at least 15 miles further than the distance between the prior office and Executive's home; or

a failure of a successor or transferee to assume the Company's obligations under this Policy.

2.13 In Connection with a Change-in-Control . For purposes of this Policy, a termination of Executive's employment or the occurrence of any other condition will be "in Connection with a Change-in-Control" if Executive's employment terminates or such other condition occurs at any time within three months before, on or within 12 months following a Change-in-Control.

2.14 Transaction Price . For purposes of this Policy, "Transaction Price" means the per share consideration paid pursuant to the transaction(s) constituting the Change-in-Control.

2.15 Stock Performance-Based Equity Award . For purposes of this Policy, "Stock Performance-Based Equity Award" means each Equity Award with vesting conditioned all or in part on the per share fair market value of the Company's common stock exceeding one or more target levels.

2.16 TSR Performance-Based Equity Award . For purposes of this Policy, "TSR Performance-Based Equity Award" means each Equity Award with vesting conditioned all or in part on the relative appreciation of the per share fair market value of the Company's common stock versus one or more other publicly-traded securities.

2.17 Time-Based Equity Award . For purposes of this Policy, "Time-Based Equity Award" means each Equity Award that generally vests based only on Executive's service to the Company over a specified time period.

3. CHANGE-IN-CONTROL BENEFITS

If Executive is either employed at the time of a Change-in-Control or experiences a Constructive Termination in Connection with a Change-in-Control, Executive will receive the following change-in-control benefits from the Company:

3.1 Stock Performance-Based Equity Awards . Executive will be deemed to have satisfied the performance vesting condition for 100% of Company shares covered by Executive's outstanding Stock Performance-Based Equity Award(s) that (i) were granted prior to the Change-in-Control and (ii) have a target Company share price for vesting purposes equal to or less than the Transaction Price. The effective date of the foregoing vesting credit will be the date of the Change-in-Control. Any such Stock Performance-Based Equity Awards will continue to vest in accordance with any service-based vesting condition specified in the award agreement(s), except as otherwise provided by Article 4 of this Policy.

3.2 TSR Performance-Based Equity Awards . Executive will be deemed to have satisfied the performance vesting condition for that percentage of the Company shares covered by Executive's TSR Performance-Based Equity Award determined by applying the formula set forth in the award agreement as if (a) the last day of each performance measurement period specified in such agreement were the date of the Change-of-Control and (b) the fair market value of the Company's common stock on such date were the Transaction Price provided, however, that no vesting credit under this Section 3.2 will apply to Executive's TSR Performance-Based Award(s) first granted after the Change-in-Control. The effective date of the foregoing vesting credit will be the date of the Change-in-Control. Any such TSR Performance-Based Equity Awards will continue to vest in accordance with any service-based vesting condition specified in the award agreement(s), except as otherwise provided by Article 4 of this Policy.

4. CHANGE-IN-CONTROL SEVERANCE BENEFITS

If Executive experiences a Constructive Termination in Connection with a Change-in-Control, Executive will receive the following severance benefits from the Company.

4.1 Earned Amounts . Executive will receive all compensation that is earned but unpaid as of the date of termination, including salary, commissions and accrued but unused paid time off and vacation.

4.2 Cash Severance . Executive will receive a single lump sum severance payment equal to the sum of the percentage of Base Salary and Bonus set forth in the Benefit Schedules applicable to Executive's job title tier. This lump sum payment will be made within 60 days following termination of employment.

4.3 Time-Based Equity Awards . Executive will vest in 100% of Executive's outstanding Time-Based Equity Awards effective as of the Executive's date of termination (or, if later, the date of the Change-in-Control); provided, however, that Executive will vest in only 50% of Executive's outstanding and then unvested Time-Based Equity Awards if the date of termination or the date of the Change-in-Control (whichever is later) is prior to the 12-month anniversary of Executive's date of hire.

4.4 Benefits . For a period of 12 months following the date of termination, (i) Executive will on a monthly basis receive reimbursement of the full premium amount (less withholding taxes) charged under the Consolidated Omnibus Budget Reconciliation Act for continuation of Executive's group health insurance in effect as of the date of termination and (ii) Executive will have the right, on the same basis as other employees of the Company, to participate in and to receive benefits under any Company group medical, dental, life, disability or other group insurance plans, as well as under the Company's, educational assistance and other benefit plans and policies, to the extent such rights are available, or can be secured on commercially reasonable terms, under such plans and policies.

4.5 Performance-Based Equity Awards . Executive will fully vest in all shares covered by outstanding Stock Performance-Based Equity Awards and TSR Performance-Based Equity Awards for which the performance condition was deemed satisfied pursuant to Article 3 of this Policy. Executive will also receive this vesting acceleration benefit upon a Constructive Termination that occurs more than 12 months after a Change-in-Control (i.e., after such termination is no longer considered to be "in connection with a Change-in-Control").

5. SEVERANCE BENEFITS NOT IN CONNECTION WITH A CHANGE-IN-CONTROL

If Executive experiences a Constructive Termination during any time period not addressed by Article 4 of this Policy or terminates due to death or Disability at any time, Executive will receive the following severance benefits from the Company.

5.1 Earned Amounts . Executive will receive all compensation that is earned but unpaid as of the date of termination, including salary, commissions and accrued but unused paid time off and vacation.

5.2 Cash Severance . Executive will receive a single lump sum severance payment equal to the sum of the percentage of Base Salary and Bonus set forth in the Benefit Schedules applicable to Executive's job title tier. This lump sum payment will be made within 60 days following termination of employment.

5.3 Time-Based Equity Awards . Executive will vest in that portion (if any) of Executive's outstanding Time-Based Equity Awards set forth in the Benefit Schedules applicable to Executive's job title tier, effective as of the Executive's date of termination.

5.4 Benefits . For the period set forth in the Benefit Schedules applicable to Executive's job title tier, (i) Executive will receive payment of the full premium amount (less withholding taxes) charged under the Consolidated Omnibus Budget Reconciliation Act for continuation of Executive's group health insurance in effect as of the date of termination and (ii) Executive will have the right, on the same basis as other employees of the Company, to participate in and to receive benefits under any Company group medical, dental, life, disability or other group insurance plans, as well as under the Company's, educational assistance, and other benefit plans and policies, to the extent such rights are available, or can be secured on commercially reasonable terms, under such plans and policies.

5.1 Performance-Based Equity Awards . Executive will receive no acceleration of outstanding Stock Performance-Based Equity Awards and TSR Performance-Based Equity Awards.

6. CONDITIONS FOR PAYMENT OF SEVERANCE

6.1 Release of Claims . The payment of any severance or other benefits pursuant to Articles 3, 4 or 5 of this Policy will be subject to Executive signing and not revoking a release of claims agreement in a form approved by the Company, and such release becoming effective and irrevocable within 60 days of Executive's termination or such earlier deadline required by the release. Any severance amounts or benefits otherwise payable within 60 days of Executive's termination shall be paid on the 60 ^th day following Executive's termination. If the release does not become effective within the time period set forth above, Executive will forfeit all rights to severance payments and benefits under this Policy.

6.2 Confidentiality . The payment of any severance or other benefits pursuant to Articles 3, 4 or 5 of this Policy will be subject to Executive's adherence to Executive's Confidential Information, Non-Disclosure and Invention Assignment Agreement (and/or any similar agreement as the Company and Executive may enter into from time to time).

7. COORDINATION WITH OTHER BENEFITS

7.1 Sole Severance Benefit . If any severance benefits and payments are payable to an Executive under this Policy, then such amounts will be the only severance benefits and payments that are due to Executive upon Executive's Constructive Termination, unless the Committee or the Board expressly approves any additional or other severance benefits and payments. For avoidance of doubt, from and after the Amendment Effective Date, no Executive shall be eligible for any benefits or payments under the Amended and Restated 2015 Executive Change-in- Control and Severance Policy, which was terminated effective as of the Amendment Effective Date.

7.2 Mitigation . Executive will not be required to mitigate the amount of any payment contemplated by this Policy, nor will any earnings that Executive may receive from any other source reduce any such payment.

8. LIMITATION ON BENEFITS

8.1 Treatment of Parachute Payments . To the extent that any of the payments and benefits provided for in this Policy or otherwise payable to Executive (the "Payments") constitute "parachute payments" within the meaning of Section 280G of the Code, the amount of such Payments shall be either:

the full amount of the Payments, or

a reduced amount that would result in no portion of the Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code (the "Excise Tax"), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income and employment taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefit. In the event that any Excise Tax is imposed on the Payments, Executive will be fully responsible for the payment of any and all Excise Tax, and the Company will not be obligated to pay all or any portion of any Excise Tax.

8.2 Determination of Amounts . All computations and determinations called for by Section 8.1 shall be promptly determined and reported in writing to the Company and the Executive by independent public accountants or other independent advisors selected by the Company and reasonably acceptable to the Executive (the "Accountants"), and all such computations and determinations shall be conclusive and binding upon the Participant and the Company. For the purposes of such determinations, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determinations. The Company shall bear all fees and expenses charged by the Accountants in connection with these services.

9. ADMINISTRATION

The Policy will be administered by the Administrator. The Administrator may interpret the Policy, prescribe, amend and rescind rules and regulations under the Policy and make all other determinations necessary or advisable for the administration of the Policy, subject to all of the provisions of the Policy. The Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

10. AMENDMENT OR TERMINATION

The Board will have the right to amend or terminate this Policy at any time in its sole discretion; provided, however that any amendment or termination reasonably determined to have an adverse effect on the then-eligible Executives (a) must be disclosed to the Executives at least three months prior to taking effect and (b) cannot take effect within three months before, on or within 12 months following any Change-in-Control. Unless earlier terminated, this Policy shall expire automatically on September 30, 2027.

11. NOTICES

11.1 Notice . Notices and all other communications contemplated by this Policy will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addressed to him/her at the home address which he/she most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of the Company's General Counsel.

11.2 Notice of Termination . Any Constructive Termination will be communicated by a notice of termination to the other party hereto given in accordance with Section 11.1 of this Policy. Such notice will indicate the specific termination provision in this Policy relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date.

12. SECTION 409A

12.1 General . Any benefits payable under this Policy upon an Executive's termination will be interpreted to require that Executive experiences a "separation from service" (as such term is defined in Treasury regulations issued under Code Section 409A). Further, if Executive is a "specified employee" within the meaning of Code Section 409A at the time of his separation from service (other than due to Executive's death), then the severance benefits payable to Executive under this Policy that are considered deferred compensation under Section 409A and are due to Executive on or within the six-month period following his separation from service will accrue during such six-month period and will become payable (without interest) in a lump sum payment on the earlier of (a) the first payroll date that occurs on or after the date six months and one day following the date of Executive's separation from service and (b) the Executive's death. Each payment and benefit payable under this Policy is intended to constitute a separate payment for purposes of Treasury Regulations 1.409A-2(b)(2).

12.2 Reimbursements . Notwithstanding any other provision herein to the contrary, to the extent that any in-kind benefit or reimbursement arrangement provides for a payment that is considered deferred compensation under Section 409A, then such in-kind benefit or reimbursements will be made in accordance with Treasury Regulations 1.409A-3(i)(1)(iv) including: (a) the amount of such in-kind benefits provided in any calendar year and the amount of such expenses eligible for reimbursement in any calendar year will not affect the in-kind benefits to be provided or expenses eligible for reimbursement in any other calendar year; (b) in no event will any such expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses; and (c) in no event will any such right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit or payment.

12.3 Interpretation . The foregoing provisions are intended to comply with the requirements of Code Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply. Notwithstanding the foregoing, the Company makes no representations as to the tax compliance or treatment of any benefits payable under this Policy. The Company and Executive agree to work together in good faith to consider amendments to this Policy and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition.

13. MISCELLANEOUS

13.1 Choice of Law . The validity, interpretation, construction and performance of this Policy will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

13.2 Integration . Unless the Board or the Committee expressly approves any additional or other severance benefits and payments for a particular Executive, this Policy represents the entire agreement and understanding between the parties as to the payment of severance or other benefits if Executive's employment with the Company terminates, including in Connection with a Change-in-Control, and supersedes all prior or contemporaneous agreements and the vesting provisions of any Equity Award, with respect to the subject matter of this Policy.

13.3 Severability . In the event that any provision or any portion of any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Policy will continue in full force and effect without said provision or portion of provision. The remainder of this Policy will be interpreted so as best to effect the intent of the Company and Executive.

13.4 Funding . The Company will not be required to fund or otherwise segregate assets to be used for the payment of any benefits under the Policy. The Company will make such payments only out of its general corporate funds, and therefore its obligation to make such payments will be subject to any claims of its other creditors.

13.5 Withholding . The Company may withhold all applicable taxes from payments or benefit due under this Policy.

8X8, INC.
2017 EXECUTIVE CHANGE-IN-CONTROL
AND SEVERANCE POLICY

(As Amended and Restated as of January 31, 2019)

BENEFIT SCHEDULES AS OF JANUARY 31, 2019

Tier

Change-in-Control Benefits

Change-in-Control Severance Benefits

Severance Benefits

Tier One
Chief Executive Officer

Stock Performance-Based Equity Awards: Performance condition satisfied for 100% of shares subject to a per-share target price no higher than Transaction Price; any service-based vesting applies thereafter

TSR Performance-Based Equity Awards: Performance condition satisfied for that number of shares determined by relative appreciation of Company common stock through Change-of-Control date; any service-based vesting applies thereafter

Cash: 100% of Base Salary + 100% of target Bonus

Benefits: 12 months after date of termination

Time-Based Equity Awards: 100% acceleration (50% acceleration, if within 12 months of hire date)

Performance-Based Equity Awards: 100% acceleration for shares for which performance criteria deemed satisfied as Change-in-Control benefit

Cash: 150% of Base Salary + prorated % of earned Bonus, based on % of performance period before termination

Benefits: 18 months after date of termination

Time-Based Equity Awards: 12 months acceleration

Performance-Based Equity Awards: 0% acceleration

Tier Two
Executive Vice Presidents

See Tier One

Cash: 100% of Base Salary + 0% of Bonus

Benefits: 12 months after date of termination

Time-Based Equity Awards: 100% acceleration (50% acceleration, if within 12 months of hire date)

Performance-Based Equity Awards: 100% acceleration for shares for which performance criteria deemed satisfied as Change-in-Control benefit

Cash: 100% of Base Salary + pro-rated Bonus

Benefits: 12 months after date of termination

Time-Based Equity Awards: no acceleration

Performance-Based Equity Awards: 0% acceleration

S-1

Tier

Change-in-Control Benefits

Change-in-Control Severance Benefits

Severance Benefits

Tier Three
Senior Vice Presidents

See Tier One

Cash: 100% of Base Salary + 0% of Bonus

Benefits: 12 months after date of termination

Time-Based Equity Awards: 100% acceleration (50% acceleration, if within 12 months of hire date)

Performance-Based Equity Awards: 100% acceleration for shares for which performance criteria deemed satisfied as Change-in-Control benefit

Cash: 75% of Base Salary + pro-rated Bonus

Benefits: 9 months after date of termination

Time-Based Equity Awards: no acceleration

Performance-Based Equity Awards: 0% acceleration

S-2

Exhibit 10.37

August 27, 2018

Matthew Zinn

RE: SVP, General Counsel Position

Dear Matt,

On behalf of 8x8, Inc., a Delaware corporation ("8x8," or the "Company"), I am pleased to offer you the position of Senior Vice President, General Counsel, Chief Privacy Officer and Secretary, beginning on a mutually agreed upon date no later than September 24, 2018. The terms of your employment relationship with the Company will be as set forth below.

Position . You will become Senior Vice President, General Counsel, Chief Privacy Officer and Secretary. As such, you will have responsibilities as determined by your manager, which shall be the Company's Chief Executive Officer, and by the Board of Directors. Your duties and responsibilities are subject to change depending on the needs of the Company.

Compensation .

Base Salary . You will be paid an annualized salary of $360,000, payable in accordance with the Company's standard payroll policies, and subject to required withholding.

Salary Review . Your base salary will be reviewed as part of the Company's normal salary review process.

Expenses . You will be reimbursed for all reasonable and necessary business expenses incurred in the performance of your duties as provided in the Company's Employee Handbook.

Management Incentive Plan . Subject to approval by the Board of Directors, you will be eligible to participate in the Company's Management Incentive Plan (the "MIP"), with an annual bonus target of 50%. Payments are made under the MIP on a quarterly and annual basis, shortly after the completion of the relevant fiscal period, based on the Company's achievement of its performance targets and/or your attainment of your individual objectives, but only if the Company achieves or exceeds a minimum revenue-based target for the fiscal period. Your participation in the MIP would commence on your employment start date, and you would be entitled to a pro rata payment (based on number of days of participation) of any quarterly and annual awards that become payable in respect of the partial period during which you begin participating in the MIP. A copy of the MIP is attached for reference as Exhibit A . Notwithstanding the foregoing, the Company reserves the right to change the terms of the MIP at any time.

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Mr. Matthew Zinn
Page 2

Stock Awards .

Initial Equity Grants . Subject to approval by the Board of Directors, you will receive the following equity awards shortly after the commencement of your employment:

RSUs (restricted stock units) representing rights to acquire a total of 32,820 shares of 8x8's common stock, vesting over a three-year period, with one-third (1/3) of the total number of shares subject to the award vesting on the first anniversary of the grant date, and one-eighth (1/8) of the remaining number of shares vesting on a quarterly basis thereafter, subject to your continued employment or other qualifying association with the Company or any of its subsidiaries;

PSUs (performance share units) representing rights to acquire a total of 25,678 shares of common stock (at target), which vest and may be earned in accordance with the terms and conditions set forth on Exhibit B attached hereto; and

RSUs representing rights to acquire a total of 3,516 shares of common stock, with 100% of the shares vesting one year from the grant date, subject to your continued employment or other association with the Company or any of its subsidiaries.

We expect that each of these awards will be subject to the terms and conditions of the 8x8, Inc. Amended and Restated 2012 Equity Incentive Plan (the "2012 Plan") and an award agreement between the Company and you in the Company's standard form.

Share Retention . You agree to acquire and retain an ownership interest in shares of 8x8 Common Stock whose value equals or exceeds one times (1X) the amount of your base salary as set forth above in paragraph 2(a). For avoidance of doubt, any unvested or unearned shares will not be counted towards this requirement. You will have five years from your start date in which to meet this stock ownership threshold. If at any time thereafter, while you remain employed by the Company, your aggregate share ownership as defined in this paragraph 5 should fall below the threshold, you agree (a) to retain shares as they vest and you acquire them pursuant to any awards granted to you, and (b) not to sell or otherwise transfer any of your shares of 8x8 common stock (other than in satisfaction of withholding requirements as permitted under the 2012 Plan), until your share ownership equals or exceeds the threshold. In the event of a Corporate Transaction (as defined in the 2012 Plan), this paragraph 5 shall cease to apply.

Severance Benefits . You will be entitled to benefits under the 8x8, Inc. 2017 Executive Change-in-Control and Severance Policy (the "Policy") as a Tier Three participant (the Senior Vice President tier), in accordance with the terms thereof. Such benefits include potential vesting acceleration of stock-based compensation and/or cash severance upon the termination of your employment under specified circumstances, including in connection with a Change-in-Control (as defined in the Policy), subject to the terms and conditions of the Policy. A copy of the Policy, as in effect on the date of this offer letter, is attached for reference as Exhibit C . You have proposed several changes to the Policy, which management will raise with the Compensation Committee and Board of Directors for consideration at their next meetings.

Mr. Matthew Zinn
Page 3

Benefits . The Company will make available to you standard vacation, medical and dental insurance benefits. The Company will also make available to you a 401(k) Plan. Medical benefits will start on your date of hire, and dental benefits will start on the first day of the month following your date of hire. You will also be eligible to participate in the Company's Employee Stock Purchase Plan, the offering periods for which commence on February 1 ^st and August 1 ^st of each year. A copy of this plan is available at the SEC's website at https://www.sec.gov/Archives/edgar/data/1023731/000113626117000117/exh10-4.htm. A summary of benefits is being provided to you with this letter.

Standard Confidentiality and Inventions Assignment Agreement . Like all Company employees, you will be required to sign the Company's standard form of Confidential Information and Inventions Assignment Agreement (the "Confidentiality Agreement"), which includes provisions relating to the use and disclosure of the Company's proprietary and confidential information, the assignment of inventions, and the solicitation of Company employees, among other provisions.

Compliance with Obligations to Former Employers . During the course of your employment with 8x8, we expect you to comply with any and all duties and obligations you may have to your former employers (including your current employer), including, for example, prohibitions against the use or disclosure of such employer's confidential information, or the solicitation of its employees.

We do not want you to take with you, or to use or disclose during the course of your employment with 8x8, any trade secrets or other confidential or proprietary information of these other companies. Prior to commencing your employment with 8x8, we expect you to return or destroy (as directed by your former employer) any confidential information of your former employer that you may have in your possession or under your control, in accordance with its policies and instructions. You will not need this information to perform your duties at 8x8, and using such information would violate 8x8 policies. 8x8 is hiring you for your talents, skills, general industry knowledge and expertise.

We understand from our discussions with you that working for 8x8 in the role described in this letter will not violate any restrictions against working for competitors or similar covenants to which you may be subject. If this is incorrect, please do not sign this letter and contact us as soon as possible to discuss. We encourage you to consult with a personal attorney if you have any uncertainty in this regard.

At-Will Employment; Employee Handbook . You will be an at-will employee of the Company, meaning that either you or the Company may terminate your employment at any time, without notice, for any reason or no reason, subject to applicable law. You will be expected to review and comply with the policies set forth in the Company's Employee Handbook, which will be made available to you on or around your first day of employment. The Employee Handbook, as amended from time to time, will be a part of the terms of your employment with the Company.

No Outside Consulting . You agree not to serve on the board of directors (or in a comparable supervisory position) of any other organization, nor to perform any outside consulting work for any other person or organization, while you remain employed full-time at the Company, other than with the advance written approval of the Chief Executive Officer. This restriction shall not apply to any positions in which you currently serve and have disclosed in writing to the Company.

Mr. Matthew Zinn
Page 4

Background Check . This offer letter is contingent upon satisfactory results of a background check and reference checks (which you hereby authorize the Company to conduct), and it may be rescinded at any time in the event either such check fails to meet the Company's reasonable and lawful requirements. In addition, this offer letter is contingent on your demonstrating your right to work in the United State in accordance with applicable law.

Expiration Date . You will be deemed to have accepted this offer when the Company receives your signed counterpart to this offer letter. This offer will expire at 5:00pm Pacific Time on Tuesday, August 28, 2018.

Start Date . Your new position will become effective on a mutually agreed upon date no later than Monday, September 24, 2018.

Congratulations on joining the team!

Sincerely,

By: /s/ Vikram Verma
Vikram Verma
Chief Executive Officer

ACCEPTED:

/s/ Matthew Zinn
Matthew Zinn

Date: August 27, 2018

Mr. Matthew Zinn
Exhibits to Offer Letter

Exhibit A

8x8, Inc. Amended and Restated Management Incentive Bonus Plan

[See attached]*

* This document was filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed on May 30, 2018.

Mr. Matthew Zinn
Exhibits to Offer Letter

Exhibit B

PSU Vesting Schedule

PSUs will vest (1) as to 50% of the total number of "on-target" shares, on the second anniversary of the grant date, and (2) as to the remaining 50% of the total number of "on-target" shares, on the third anniversary of the grant date, in each case subject to performance of the Company's Common Stock relative to the Russell 2000 Index during the period from grant date through the applicable vesting date, with 100% of the applicable tranche vesting if the total shareholder return (TSR) of the Company's Common Stock equals the TSR of the Russell 2000 Index over the applicable measurement period. The number of PSUs that vest will be increased (or decreased), relative to target, by 2% for each 1% positive (or negative) difference in the TSR of the Company's Common Stock relative to the TSR of the Russell 2000 Index; provided, however, (1) in the event the TSR of the Company's Common Stock is more than 30% lower than the TSR of the Russell 2000 Index for the applicable measurement period, no PSUs of the applicable tranche shall vest, and (2) in no event will the total number of PSUs that vest in the event of a positive difference in the TSR of the Company's Common Stock relative to the TSR of the Russell 2000 Index exceed 200% of the total number of "on-target" PSUs in the applicable tranche.

TSR shall be determined on a percentage basis based on the change in value of a $100 investment in Company Common Stock and the Russell 2000 Index, respectively, made on the grant date, including deemed reinvestment of dividends. Fair market value of Company Common Stock and the Russell 2000 Index on any particular date shall be the 30-day trading average price for the period prior to and through the date of determination.

In addition and notwithstanding anything herein to the contrary, all vesting is subject to continued employment or other association with the Company or any of its subsidiaries through the end of the applicable measurement period.

Mr. Matthew Zinn
Exhibits to Offer Letter

Exhibit C

8x8, Inc. 2017 Executive Change-in-Control and Severance Policy

[See attached]

* This document was filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed on May 30, 2018.

October 23, 2018

VIA E-MAIL

Mr. Matthew Zinn
E-mail: matthew.zinn@8x8.com

RE: Changes to Your Terms of Employment

Dear Matt,

On behalf of 8x8, Inc., a Delaware corporation ("8x8," or the "Company"), I am pleased to inform you that the Board of Directors has approved the award to you of performance share units ("PSUs") representing rights to acquire a total of 34,313 shares of the Company's common stock (at target). These PSUs were granted in lieu of the PSU award for 25,678 shares of common stock (at target) referenced in your offer letter dated August 27, 2018. All other terms of the PSU award granted to you are consistent with the terms referenced in your offer letter.

In addition, pursuant to the approval of the Board, section 6 of the offer letter between the Company and you dated August 27, 2018 is hereby amended in order to delete the last sentence in that section 6 and to add the following language in its place:

"Notwithstanding the provisions of the Policy (including, without limitation, Section 4.3 thereof and the Benefits Schedule attached thereto), in the event you experience a Constructive Termination in Connection with a Change-in-Control, among other severance benefits you would receive from the Company (as provided in the Policy), you will vest in 100% of your outstanding Time-Based Equity Awards effective as of your date of termination (or, if later, the date of the Change-in-Control), regardless of whether the date of termination or the date of the Change-in-Control (or both) occurs prior to the 12-month anniversary of your date of hire. Subject to and upon your execution of this offer letter, the Policy shall be deemed amended solely to the extent necessary to allow you to receive the vesting benefits described in this paragraph 6, without impacting any benefits to which any other Executive would be entitled, or any other benefits to which you would be entitled, under the Policy. Capitalized terms used and not defined in this paragraph 6 shall have the meanings assigned to them in the Policy."

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Mr. Matthew Zinn
October 23, 2018
Page 2

Sincerely,

8x8, Inc.

By: /s/ Vikram Verma
Vikram Verma
Chief Executive Officer

Acknowledged and Agreed:

/s/ Matthew Zinn
Matthew Zinn

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Exhibit 10.38

September 25, 2018

Mr. Steven Gatoff

RE: 8x8, Inc. Executive Vice President, Chief Financial Officer

Dear Steven,

On behalf of 8x8, Inc., a Delaware corporation ("8x8," or the "Company"), I am pleased to offer you the positions of Executive Vice President, Chief Financial Officer and Special Advisor to the CEO. The terms of your employment relationship with the Company will be as set forth below.

Position . You will initially hold the position Executive Vice President, Special Advisor to the CEO, with your employment commencing on a mutually agreed upon date no later than October 15, 2018. In this position, you will have responsibilities as determined by your manager, which shall be the Company's Chief Executive Officer, and you will work closely with the Company's outgoing Chief Financial Officer. Effective as of (a) the first business day following the filing of the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 3018 or (b) November 5, 2018, whichever is earlier, you will become Executive Vice President, Chief Financial Officer, and you will continue to report to the Company's Chief Executive Officer. In this position, you will have responsibilities determined by your manager and as set forth in the Company's by-laws and other organizational documents. Your duties and responsibilities are subject to change depending on the needs of the Company.

Compensation .

Base Salary . You will be paid an annualized salary of $375,000, payable in accordance with the Company's standard payroll policies, and subject to required withholding.

Salary Review . Your base salary will be reviewed as part of the Company's normal salary review process.

Expenses . You will be reimbursed for all reasonable and necessary business expenses incurred in the performance of your duties as provided in the Company's Employee Handbook.

One-Time Bonus . As promptly as practicable (and in any event within 30 days) following the commencement of your employment, you will be paid a one-time cash bonus of $45,000, subject to applicable taxes and withholdings.

Management Incentive Plan . Commencing on your first day of employment, you will participate in the Company's Management Incentive Bonus Plan (the "MIP"), with a total annual bonus target equal to 60% of your base salary. Payments are made under the MIP on a quarterly and annual basis, shortly after the completion of the relevant fiscal period, based on the Company's achievement of its performance targets and/or your attainment of your individual objectives, and subject to the Company's achievement of minimum financial targets for the fiscal period. Your participation in the MIP would commence on your employment start date, and you would be entitled to a pro rata payment (based on number of days of participation) of any quarterly and annual awards that become payable in

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Mr. Steven Gatoff
September 25, 2018
Page 2

respect of the partial period during which you begin participating in the MIP. A copy of the MIP is attached for reference as Exhibit A . Notwithstanding the foregoing, the Company reserves the right to change the terms of the MIP at any time.

Stock Awards .

Initial Equity Grants . You will receive the following equity awards shortly after the commencement of your employment:

RSUs (restricted stock units) representing rights to acquire a total of 71,232 shares of 8x8's common stock, vesting over a three-year period, with one-third (1/3) of the total number of shares subject to the award vesting on the first anniversary of the grant date, and one-eighth (1/8) of the remaining number of shares vesting on a quarterly basis thereafter, subject to your continued employment or other qualifying association with the Company or any of its subsidiaries; and

PSUs (performance share units) representing rights to acquire a total of 59,076 shares of common stock (at target), which vest and may be earned in accordance with the terms and conditions set forth on Exhibit B attached hereto.

Share Retention . You agree to acquire and retain an ownership interest in shares of 8x8 Common Stock whose value equals or exceeds one times (1X) the amount of your base salary as set forth above in paragraph 2(a). For avoidance of doubt, any unvested or unearned shares will not be counted towards this requirement. You will have five years from your start date in which to meet this stock ownership threshold. If at any time thereafter, while you remain employed by the Company, your aggregate share ownership as defined in this paragraph 5 should fall below the threshold, you agree (a) to retain shares as they vest and you acquire them pursuant to any awards granted to you, and (b) not to sell or otherwise transfer any of your shares of 8x8 common stock (other than in satisfaction of withholding requirements as permitted under the 2012 Plan), until your share ownership equals or exceeds the threshold. In the event of a Corporate Transaction (as defined in the 2012 Plan), this paragraph 5 shall cease to apply.

Severance Benefits . You will be eligible for benefits under the 8x8, Inc. 2017 Executive Change-in-Control and Severance Policy (the "Policy") as a Tier Two participant (the Executive Vice President tier), upon the termination of your employment under specified circumstances, or in connection with a Change-in-Control (as defined in the Policy), subject to the terms and conditions of the Policy and this paragraph 6. A copy of the Policy, as in effect on the date of this offer letter, is attached for reference as Exhibit C . Notwithstanding the provisions of the Policy (including, without limitation, Section 4.3 thereof and the Benefits Schedule attached thereto), in the event you experience a Constructive Termination in Connection with a Change-in-Control, among other severance benefits you would receive from the Company (as provided in the Policy), you will vest in 100% of your outstanding Time-Based Equity Awards effective as of your date of termination (or, if later, the date of the Change-in-Control), regardless of whether the date of termination or the date of the Change-in-Control (or both)

Mr. Steven Gatoff
September 25, 2018
Page 3

occurs prior to the 12-month anniversary of your date of hire. Subject to and upon your execution of this offer letter, the Policy shall be deemed amended solely to the extent necessary to allow you to receive the vesting benefits described in this paragraph 6, without impacting any benefits to which any other Executive would be entitled, or any other benefits to which you would be entitled, under the Policy. Capitalized terms used and not defined in this paragraph 6 shall have the meanings assigned to them in the Policy.

Benefits . The Company will make available to you standard vacation, medical and dental insurance benefits. The Company will also make available to you a 401(k) Plan. Medical benefits will start on your date of hire, and dental benefits will start on the first day of the month following your date of hire. You will also be eligible to participate in the Company's Employee Stock Purchase Plan, the offering periods for which commence on February 1 ^st and August 1 ^st of each year. A copy of this plan is available at the SEC's website at https://www.sec.gov/Archives/edgar/data/1023731/000113626117000117/exh10-4.htm. A summary of benefits is being provided to you with this letter.

Standard Confidentiality and Inventions Assignment Agreement . Like all Company employees, you will be required to sign the Company's standard form of Confidential Information and Inventions Assignment Agreement (the "Confidentiality Agreement"), which includes provisions relating to the use and disclosure of the Company's proprietary and confidential information, the assignment of inventions, and the solicitation of Company employees, among other provisions.

Compliance with Obligations to Former Employers . During the course of your employment with 8x8, we expect you to comply with any and all duties and obligations you may have to your former employers (including your current employer), including, for example, prohibitions against the use or disclosure of such employer's confidential information, or the solicitation of its employees.

At-Will Employment; Employee Handbook . You will be an at-will employee of the Company, meaning that either you or the Company may terminate your employment at any time, without notice, for any reason or no reason, subject to applicable law. You will be expected to review and comply with the policies set forth in the Company's Employee Handbook, which will be made available to you on or around your first day of employment.

Mr. Steven Gatoff
September 25, 2018
Page 4

No Outside Consulting . You agree not to serve on the board of directors (or in a comparable managerial or supervisory position) of any other organization, nor to perform any outside consulting work for any other person or organization, while you remain employed full-time at the Company, other than with the advance written approval of the Chief Executive Officer. This restriction shall not apply to any positions in which you currently serve and have disclosed in writing to the Company.

Background Check . This offer letter is contingent upon satisfactory results of a background check and reference checks (which you hereby authorize the Company to conduct), and it may be rescinded at any time in the event either such check fails to meet the Company's reasonable and lawful requirements. In addition, this offer letter is contingent on your demonstrating your right to work in the United State in accordance with applicable law. Subject to your authorization, the Company will begin the background check and reference check process promptly and endeavor to complete it as expeditiously as reasonably practicable.

Acceptance; Expiration . You will be deemed to have accepted this offer when the Company receives your signed counterpart to this offer letter. This offer will expire at 5:00pm Pacific Time on October 10, 2018. Subject to paragraph 12 of this offer letter, this offer will not be revoked by 8x8, and it will remain open until your acceptance or its earlier expiration, in each case as provided in this paragraph 13.

Start Date . Your employment with the Company will commence effective on a mutually agreed upon date no later than October 15, 2018.

Congratulations on joining the team!

Sincerely,

By: /s/ Vikram Verma
Vikram Verma
Chief Executive Officer

ACCEPTED:

/s/ Steven Gatoff
Steven Gatoff

Date: September 25, 2018

Mr. Steven Gatoff
September 25, 2018
Exhibits to Offer Letter

Exhibit A

8x8, Inc. Amended and Restated Management Incentive Bonus Plan

[See attached]*

* This document was filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed on May 30, 2018.

Mr. Steven Gatoff
September 25, 2018
Exhibits to Offer Letter

Exhibit B

PSU Vesting Schedule

Mr. Steven Gatoff
September 25, 2018
Exhibits to Offer Letter

Exhibit C

8x8, Inc. 2017 Executive Change-in-Control and Severance Policy

[See attached]

* This document was filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed on May 30, 2018.

October 23, 2018

VIA E-MAIL

Mr. Steven Gatoff

RE: Performance Share Unit Award

Dear Steven,

On behalf of 8x8, Inc., a Delaware corporation ("8x8," or the "Company"), I am pleased to inform you that the Board of Directors has approved the award to you of performance share units ("PSUs") representing rights to acquire a total of 71,232 shares of the Company's common stock (at target). These PSUs were granted in lieu of the PSU award for 59,076 shares of common stock (at target) referenced in your offer letter dated September 25, 2018. All other terms of the PSU award granted to you are consistent with the terms referenced in your offer letter.

This letter further confirms that your appointment as Chief Financial Officer will be effective as of November 1, 2018.

Sincerely,

By: /s/ Vikram Verma
Vikram Verma
Chief Executive Officer

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Exhibit 10.39

November 5, 2018

Mary Ellen Genovese

RE: 8x8, Inc. Managing Director of European Operations

Dear Mary Ellen,

This letter supersedes and replaces in its entirety the employment agreement between you and 8x8, Inc. ("8x8" or "the Company") dated October 6, 2014, as amended to date. This letter confirms that, effective as of November 1, 2018, you ceased serving as the Company's Chief Financial Officer and became the Managing Director of European Operations. The terms of your new employment relationship with the Company, effective as of November 1, 2018, will be as set forth below.

Position . Your position will be Managing Director of European Operations. You will cease to be an Executive Vice President of the Company, but you will continue to report to the Company's Chief Executive Officer. As such, you will have responsibilities as determined by the Company's Chief Executive Officer. You will promptly relocate to the Company's London office and will work from that office until on or around May 31 2019 (but no later than June 14, 2019), at which time you will return to the United States and continue to be employed by the Company on a part-time basis until September 30, 2019. Your duties and responsibilities are subject to change depending on the needs of the Company. Subject to further advice from employment and tax counsel in the United States and United Kingdom, you may become a temporary employee of 8x8 UK Limited for the duration of your employment in the United Kingdom.

Unless you and the Company agree otherwise, you will cease to serve as director of each subsidiary of which you currently serve as a director, other than 8x8 UK Limited. You will remain a director of 8x8 UK Limited until the Company's appointment of a successor, or until your earlier removal or resignation.

Termination Date . Your employment with the Company will terminate on September 30, 2019 (the "Termination Date"), unless you and the Company mutually agree to alter this date, and otherwise subject to the terms and conditions of this offer letter.

Compensation .

Base Salary . You will be paid an annualized salary of $290,000 payable in accordance with the Company's standard payroll policies subject to normal required withholding.

Expenses . You will be provided with a lump-sum payment of $50,000 to offset your housing costs while living in the UK. You will be reimbursed for all reasonable and necessary business expenses incurred in the performance of your duties as provided in the Company's Employee Handbook.

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Management Incentive Plan . You will be eligible to participate in the Company's Management Incentive Plan while you are a full-time employee, with a target annual bonus of 50% of your annual base salary, and otherwise on substantially the same terms as your current participation.

Stock Awards; No Participation in Policies.

You will not be entitled to any additional awards of stock-based compensation, but your existing equity awards will continue to vest subject to your continued employment or other qualifying association with the Company or any of its subsidiaries, in accordance with the terms and conditions of such equity awards, and further subject to this Section 4.

Except as set forth in Section 4(c) below, as of the Effective Date, you shall no longer be eligible to participate in any change-in-control or severance policies or agreements, including but not limited to, the 8x8, Inc. 2015 Amended and Restated Executive Change-in-Control and Severance Policy (Amended and Restated as of October 1, 2017) and the 8x8, Inc. 2017 Executive Change-in-Control and Severance Policy.

Involuntary Termination : In the event that you are subject to an Involuntary Termination (as defined below) prior to the Termination Date, including due to a Change-in-Control, then (to the extent the underlying shares have not vested between the date of this letter and the date of your Involuntary Termination) the RSU awards and options listed on Exhibit A hereto will accelerate and vest as to the number of shares set forth for each award in Exhibit A . With respect to PSUs, the performance period shall be deemed to end on the date of the termination of your employment (the "Involuntary Termination Date"), and you will receive shares of stock based on the Company's performance through the Involuntary Termination Date (i.e., at 100% target, you would receive the number of shares set forth for each award in Exhibit A ).

"Involuntary Termination" means without your express written consent, a termination of your employment with the Company without Cause that prevents continued vesting of your unvested equity.

"Cause" means: (i) any act of personal dishonesty taken by you in connection with your responsibilities in your service to the Company which is intended to result in your personal enrichment; (ii) your conviction of a felony; (iii) any act by you that constitutes material misconduct and is injurious to the Company; (iv) any breach of fiduciary duty to the company, (v) a material breach of any agreement with the Company, or (vi) your initiating litigation against the Company (excluding any litigation to enforce the Company's compliance with the terms of this agreement). For purposes of this clause (d), "Company" includes the Company and each of its subsidiaries.

"Change-in-Control" means the consummation of any of the following corporate transactions:

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

an acquisition in one or more related transactions of 45% or more of the Company's common stock or voting securities by a "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act, but excluding the Company, any employee benefit plan of the Company and any corporation controlled by the Company's stockholders) or multiple "persons" acting as a group;

a complete liquidation or dissolution of the Company;

a sale, transfer or other disposition of all or substantially all of the Company's assets; or

a merger, consolidation or reorganization (collectively, a "Business Combination") other than a Business Combination in which (i) the stockholders of the Company receive 50% or more of the stock of the corporation resulting from the Business Combination and (ii) at least a majority of the board of directors of such resulting corporation were incumbent directors of the Company immediately prior to the consummation of the Business Combination and (iii) after which no individual, entity or group (excluding any corporation or other entity resulting from the Business Combination or any employee benefit plan of such corporation or of the Company) who did not own 45% or more of the stock of the resulting corporation or other entity immediately before the Business Combination owns 45% or more of the stock of such resulting corporation or other entity.

Benefits . The Company will continue to make available to you standard medical, dental, life and disability insurance benefits, as well a 401(k) Plan, and Employee Stock Purchase Plan.

Standard Confidentialit y and Inventions Assi g nment A g reement . You will remain bound by the Company's standard Confidential Information and Inventions Assignment Agreement (the "Confidentiality Agreement") which you signed on July 1, 2014.

At-Will Em p lo y ment . You will continue to be an employee-at-will, meaning that either you or the Company may terminate your employment at any time, without notice, for any reason or no reason without further obligation or liability to either party, except as provided in Section 4(c) regarding an Involuntary Termination. Such termination will not affect the parties' respective obligations under the Confidentiality Agreement.

No Outside Consultin g. You agree to not sit on any board of directors of, or do any outside consulting work for, any other unaffiliated person or company while employed at the Company other than with the advance written approval of the Chief Executive Officer of the Company.

Please indicate your acceptance by signing and returning a copy of the signed letter to me via DocuSign or email.

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Congratulations on your new assignment!

Sincerely,

By: /s/Vikram Verma
Vikram Verma
Chief Executive Officer

AGREED AND ACCEPTED:

/s/Mary Ellen Genovese
Mary Ellen Genovese

Date: November 6, 2018

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Exhibit A

Grant DateType	Vest Date	Shares to Vest	Notes
9/22/2015	ISO	9/22/2019	10,443
9/22/2015	RSU	9/22/2019	13,923
9/20/2016	RSU	9/20/2019	11,975
9/19/2017	RSU	9/19/2019	16,892
9/20/2016	PSU	9/20/2019	17,838	50% of total award target referenced; actual number of shares subject to performance achievement at the close of the performance period.
9/19/2017	PSU	9/20/2019	27,694	50% of total award target referenced; actual number of shares subject to performance achievement at the close of the performance period.

8x8, Inc. 2125 O'Nel Drive San Jose, CA 95131 Phone: 408.727.1885 Fax: 408.980.0432

Exhibit 31.1

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vikram Verma, certify that:

1. I have reviewed this quarterly report on Form 10-Q of 8x8, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 7, 2018

/s/ V IKRAM V ERMA
Vikram Verma
Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven Gatoff, certify that:

1. I have reviewed this quarterly report on Form 10-Q of 8x8, Inc.;

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 7, 2018

/s/ Steven Gatoff
Steven Gatoff
Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of 8x8, Inc. (the "Company") for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Vikram Verma, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ V IKRAM V ERMA
Vikram Verma
Chief Executive Officer

November 7, 2018

This certification accompanies this Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, or otherwise required, be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of 8x8, Inc. (the "Company") for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven Gatoff, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven Gatoff
Steven Gatoff
Chief Financial Officer

November 7, 2018

Delaware	77-0142404
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

PART I. FINANCIAL INFORMATION	Page No.

Item 1. Financial Statements (unaudited):

Consolidated Balance Sheets at September 30, 2018 and March 31, 2018	2

Consolidated Statements of Operations for the three and six months ended September 30, 2018 and 2017	3

Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended September 30, 2018 and 2017	4

Consolidated Statements of Cash Flows for the six months ended September 30, 2018 and 2017	5

Notes to Unaudited Consolidated Financial Statements	6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3. Quantitative and Qualitative Disclosures About Market Risk	22

Item 4. Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	23

Item 1A. Risk Factors	23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 5. Other Information	43

Item 6. Exhibits	44

Signature	45

		September 30,		March 31,
		2018		2018
ASSETS
Current assets
Cash and cash equivalents	$	24,677	$	31,703
Short-term investments		104,232		120,559
Accounts receivable, net		18,870		16,296
Deferred sales commission costs		13,656		-
Other current assets		13,889		10,040
Total current assets		175,324		178,598
Property and equipment, net		42,395		35,732
Intangible assets, net		12,162		11,958
Goodwill		39,495		40,054
Restricted cash		8,100		8,100
Deferred sales commission costs, noncurrent		29,229		-
Other assets		2,927		2,767
Total assets	$	309,632	$	277,209

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	27,649	$	23,899
Accrued compensation		17,621		17,412
Accrued taxes		12,438		6,367
Deferred revenue		3,354		2,559
Other accrued liabilities		5,200		6,026
Total current liabilities		66,262		56,263

Other liabilities		4,007		2,172
Total liabilities		70,269		58,435

Commitments and contingencies (Note 6)

Stockholders' equity
Preferred stock, $0.001 par value:
Authorized: 5,000,000 shares;
Issued and outstanding: no shares at September 30, 2018 and 2017		-		-
Common stock, $0.001 par value:
Authorized: 200,000,000 shares;
Issued and outstanding: 94,772,267 shares and 92,847,354 shares
at September 30, 2018 and March 31, 2018, respectively		95		93
Additional paid-in capital		445,103		425,790
Accumulated other comprehensive loss		(7,435)		(5,645)
Accumulated deficit		(198,400)		(201,464)
Total stockholders' equity		239,363		218,774
Total liabilities and stockholders' equity	$	309,632	$	277,209

		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2018		2017		2018		2017
Service revenue	$	81,346	$	68,123	$	159,467	$	133,214
Product revenue		4,336		4,360		9,440		8,367
Total revenue		85,682		72,483		168,907		141,581

Operating expenses:
Cost of service revenue		15,866		12,757		30,945		24,419
Cost of product revenue		5,397		5,098		11,678		9,982
Research and development		13,933		8,311		27,043		16,254
Sales and marketing		55,930		41,163		109,235		82,273
General and administrative		16,543		9,616		27,976		18,572
Total operating expenses		107,669		76,945		206,877		151,500
Loss from operations		(21,987)		(4,462)		(37,970)		(9,919)
Other income, net		635		463		1,354		2,515
Loss before income taxes		(21,352)		(3,999)		(36,616)		(7,404)
Provision (benefit) for income taxes		130		(3,453)		221		(4,689)
Net loss	$	(21,482)	$	(546)	$	(36,837)	$	(2,715)

Net loss per share:
Basic and diluted	$	(0.23)	$	(0.01)	$	(0.39)	$	(0.03)

Weighted-average common shares outstanding:
Basic and diluted		93,831		91,689		93,449		91,667

		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2018		2017		2018		2017
Net loss	$	(21,482)	$	(546)	$	(36,837)	$	(2,715)
Other comprehensive income (loss), net of tax
Unrealized gain on investments in securities		149		198		262		225
Foreign currency translation adjustment		(379)		1,192		(2,051)		2,983
Comprehensive (loss) income	$	(21,712)	$	844	$	(38,626)	$	493

			Adjustments
	Balance at		Due to			Balance at
	March 31, 2018		ASC 606			April 1, 2018
Current assets:
Deferred sales commission costs	$	-	$	11,234	$		11,234
Other current assets	$	10,040	$	1,725	$		11,765
Non-current assets:
Deferred sales commission costs	$	-	$	26,942	$		26,942
Stockholders' Equity
Accumulated deficit	$	(201,464)	$	39,901	$		(161,563)

	September 30, 2018
					(As Reported)
	ASC 605		Adjustments		ASC 606
Current assets:
Deferred sales commission costs	$	-	$	13,656	$	13,656
Other current assets	$	12,107	$	1,782	$	13,889
Non-current assets:
Deferred sales commission costs	$	-	$	29,229	$	29,229
Stockholders' Equity
Accumulated deficit	$	(243,067)	$	44,667	$	(198,400)

		Three Months Ended September 30, 2018						Six Months Ended September 30, 2018
						(As Reported)						(As Reported)
		ASC 605		Adjustments		ASC 606		ASC 605		Adjustments		ASC 606
Service revenue	$	81,543	$	(197)	$	81,346	$	159,785	$	(318)	$	159,467
Product revenue		4,176		160		4,336		9,187		253		9,440
Total revenue	$	85,719	$	(37)	$	85,682	$	168,972	$	(65)	$	168,907
Operating expenses:
Sales and marketing	$	58,806	$	(2,876)	$	55,930	$	113,910	$	(4,675)	$	109,235
Loss from operations	$	(24,826)	$	2,839	$	(21,987)	$	(42,580)	$	4,610	$	(37,970)
Net loss	$	(24,321)	$	2,839	$	(21,482)	$	(41,447)	$	4,610	$	(36,837)
Net loss per share:
Basic and diluted	$	(0.26)	$	0.03	$	(0.23)	$	(0.44)	$	0.05	$	(0.39)

	April 1, 2018		September 30, 2018		$ Change
Other current assets	$	1,725	$	1,782	$	57
Deferred revenue	$	2,578	$	3,364	$	786

				Gross		Gross				Cash and
		Amortized		Unrealized		Unrealized		Estimated		Cash		Short-Term
As of September 30, 2018		Costs		Gain		Loss		Fair Value		Equivalents		Investments
Cash	$	16,585	$	-	$	-	$	16,585	$	16,585	$	-
Level 1:
Money market funds		8,092		-		-		8,092		8,092		-
Subtotal		24,677		-		-		24,677		24,677		-
Level 2:
Commercial paper		3,178		-		-		3,178		-		3,178
Corporate debt		69,575		19		(132)		69,462		-		69,462
Municipal securities		5,501		3		-		5,504		-		5,504
Asset backed securities		21,960		6		(59)		21,907		-		21,907
Agency bond		4,221		-		(40)		4,181		-		4,181
Subtotal		104,435		28		(231)		104,232		-		104,232
Total assets	$	129,112	$	28	$	(231)	$	128,909	$	24,677	$	104,232

		Estimated
		Fair Value
Due within one year	$	49,792
Due after one year		54,440
Total	$	104,232

		Amount
Remaining 2019	$	2,699
2020		4,716
2021		2,753
2022		1,766
2023		228
Total	$	12,162

		Americas		Europe		Total
Balance at March 31, 2018	$	27,309	$	12,745	$	40,054
Additions due to acquisition		300		-		300
Foreign currency translation		-		(859)		(859)
Balance at September 30, 2018	$	27,609	$	11,886	$	39,495

		Amount
Remaining 2019	$	2,937
2020		6,918
2021		8,936
2022		8,826
2023		8,335
Thereafter		54,678
Total	$	90,630

		Revenue for the
		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2018		2017		2018		2017
Americas (principally US)	$	77,100	$	65,121	$	151,965	$	127,526
Europe (principally UK)		8,582		7,362		16,942		14,055
	$	85,682	$	72,483	$	168,907	$	141,581

		September 30, 2018						March 31, 2018
		Gross				Net		Gross				Net
		Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
		Amount		Amortization		Amount		Amount		Amortization		Amount
Technology	$	22,902	$	(12,755)	$	10,147	$	19,702	$	(10,535)	$	9,167
Customer relationships		9,464		(7,639)		1,825		9,776		(7,366)		2,410
Trade names/domains		2,108		(1,918)		190		2,108		(1,727)		381
In-process research and development		95		(95)		-		95		(95)		-
Total acquired identifiable intangible assets	$	34,569	$	(22,407)	$	12,162	$	31,681	$	(19,723)	$	11,958

		Six Months Ended
		September 30,
		2018		2017
Stock options outstanding at the beginning of the period:		3,998		4,462
Options granted		195		229
Options exercised		(574)		(329)
Options canceled and forfeited		(97)		(134)
Options outstanding at the end of the period:		3,522		4,228
Weighted-average fair value of grants during the period	$	8.47	$	5.28
Total intrinsic value of options exercised during the period	$	8,525	$	3,537
Weighted-average remaining recognition period at period-end (in years)		2.52		1.95

Stock awards outstanding at the beginning of the period:		5,939		4,950
Stock awards granted		2,112		2,446
Stock awards vested		(1,720)		(1,225)
Stock awards canceled and forfeited		(433)		(272)
Stock awards outstanding at the end of the period:		5,898		5,899
Weighted-average fair value of grants during the period	$	22.01	$	14.09
Weighted-average remaining recognition period at period-end (in years)		2.44		2.75

Total unrecognized compensation expense at period-end	$	79,121	$	63,323

		September 30,				Dollar	Percent
Service revenue		2018		2017		Change	Change
		(dollar amounts in thousands)
Three months ended	$	81,346	$	68,123	$	13,223	19.4%
Percentage of total revenue		94.9%		94.0%
Six months ended	$	159,467	$	133,214	$	26,253	19.7%
Percentage of total revenue		94.4%		94.1%

		September 30,				Dollar	Percent
Product revenue		2018		2017		Change	Change
		(dollar amounts in thousands)
Three months ended	$	4,336	$	4,360	$	(24)	-0.6%
Percentage of total revenue		5.1%		6.0%
Six months ended	$	9,440	$	8,367	$	1,073	12.8%
Percentage of total revenue		5.6%		5.9%

		Depreciation and Amortization for the
		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2018		2017		2018		2017
Americas (principally US)	$	4,665	$	2,336	$	8,972	$	4,869
Europe (principally UK)		994		1,295		1,865		2,489
	$	5,659	$	3,631	$	10,837	$	7,358

		Net Income (Loss) for the
		Three Months Ended				Six Months Ended
		September 30,				September 30,
		2018		2017		2018		2017
Americas (principally US)	$	(21,237)	$	970	$	(35,586)	$	1,379
Europe (principally UK)		(245)		(1,516)		(1,251)		(4,094)
	$	(21,482)	$	(546)	$	(36,837)	$	(2,715)

		Fair Value
Assets acquired:
Intangible assets	$	3,200
Net identifiable assets acquired		3,200
Goodwill		300
Total consideration transferred	$	3,500

		September 30,				Dollar
Provision (benefit) for income tax		2018		2017		Change
		(dollar amounts in thousands)
Three months ended	$	130	$	(3,453)	$	3,583
Percentage of loss before
provision (benefit) for income taxes		-0.6%		86.3%
Six months ended	$	221	$	(4,689)	$	4,910
Percentage of loss before
provision (benefit) for income taxes		-0.6%		63.3%

Exhibit Number	Description
10.2	Amended and Restated 2017 Executive Change-In-Control and Severance Policy.
10.37	Employment Agreement dated August 27, 2018, as amended October 23, 2018, between the Company and Matthew Zinn.
10.38	Employment Agreement dated September 25, 2018, as amended October 23, 2018, between the Company and Steven Gatoff.
10.39	Employment Agreement dated November 5, 2018, between the Company and Mary Ellen Genovese.
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

		Page

1.	INTRODUCTION	2
2.	DEFINITIONS	2
3.	CHANGE-IN-CONTROL BENEFITS	5
4.	CHANGE-IN-CONTROL SEVERANCE BENEFITS	6
5.	SEVERANCE BENEFITS NOT IN CONNECTION WITH A CHANGE-IN-CONTROL	6
6.	CONDITIONS FOR PAYMENT OF SEVERANCE	7
7.	COORDINATION WITH OTHER BENEFITS	7
8.	LIMITATION ON BENEFITS	8
9.	ADMINISTRATION	8
10.	AMENDMENT OR TERMINATION	9
11.	NOTICES	9
12.	SECTION 409A	9
13.	MISCELLANEOUS	10

Tier	Change-in-Control Benefits	Change-in-Control Severance Benefits	Severance Benefits
Tier One Chief Executive Officer	Stock Performance-Based Equity Awards: Performance condition satisfied for 100% of shares subject to a per-share target price no higher than Transaction Price; any service-based vesting applies thereafter TSR Performance-Based Equity Awards: Performance condition satisfied for that number of shares determined by relative appreciation of Company common stock through Change-of-Control date; any service-based vesting applies thereafter	Cash: 100% of Base Salary + 100% of target Bonus Benefits: 12 months after date of termination Time-Based Equity Awards: 100% acceleration (50% acceleration, if within 12 months of hire date) Performance-Based Equity Awards: 100% acceleration for shares for which performance criteria deemed satisfied as Change-in-Control benefit	Cash: 150% of Base Salary + prorated % of earned Bonus, based on % of performance period before termination Benefits: 18 months after date of termination Time-Based Equity Awards: 12 months acceleration Performance-Based Equity Awards: 0% acceleration
Tier Two Executive Vice Presidents	See Tier One	Cash: 100% of Base Salary + 0% of Bonus Benefits: 12 months after date of termination Time-Based Equity Awards: 100% acceleration (50% acceleration, if within 12 months of hire date) Performance-Based Equity Awards: 100% acceleration for shares for which performance criteria deemed satisfied as Change-in-Control benefit	Cash: 100% of Base Salary + pro-rated Bonus Benefits: 12 months after date of termination Time-Based Equity Awards: no acceleration Performance-Based Equity Awards: 0% acceleration