NOTICE OF AWARD OF STOCK PURCHASE RIGHT AND STOCK PURCHASE AGREEMENT UNDER THE 8x8, INC. 2006 STOCK PLAN

Exhibit 10.10

[FORM OF]

NOTICE OF AWARD OF STOCK PURCHASE RIGHT

AND

STOCK PURCHASE AGREEMENT

UNDER THE 8x8, INC. 2006 STOCK PLAN

Name of Participant: ______________________________________________

Award Date: ____________________________________________________

Number of Shares: _______________________________________________

1. Grant of Stock Purchase Right

8x8, Inc., a Delaware corporation (the " Company "), hereby grants to Participant a Stock Purchase Right (as defined in Section 2.1 of the Company's 2006 Stock Plan (the " Plan ")) covering the number of shares of the Company's common stock, par value $0.001 per share (the " Common Stock ") set forth above (the " Shares "), subject to the terms and conditions of this Agreement (the " Agreement ") and the Plan. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

2. Vesting

No portion of the Shares subject to the Stock Purchase Right will be issued to Participant until such portion has vested.

Alternative 1: Except as otherwise provided in this Agreement or under the Plan, the Shares shall vest and become exercisable with respect to one-fourth of the Shares on the first anniversary of the Award Date (set forth above) and as to [ one thirty- sixth of the remaining Shares subject to the Stock Purchase Right at the end of each successive month thereafter ] or [ one- fourth of the remaining Shares subject to the Stock Purchase Right on each successive anniversary of the Award Date thereafter ] until all of the Shares subject to the Stock Purchase Right have vested, subject to Participant's continuing status as an Employee.    

Alternative 2: Except as otherwise provided in this Agreement or under the Plan, the Shares shall vest and become exercisable contingent upon successfully achieving the [_________] performance goal of [_________], subject to Participant's continuing status as an Employee. There is a minimum threshold set at [__]% of [_________]. No Shares will vest below the [__]% attainment level. For performance at and above [__]%, the number of Shares that vest will be based on a graduated slope, to be capped at [__]% attainment as per Schedule 1.

3. Exercise of Stock Purchase Right
4. 1. Participant hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Participant, any and all vested Shares subject to the Stock Purchase Right as they vest from time to time, in consideration of services rendered to the Company by Participant and otherwise in accordance with the terms and conditions of this Agreement and the Plan. Immediately upon such vesting from time to time of Shares subject to the Stock Purchase Right: (1) the Stock Purchase Right shall be deemed to be exercised to the extent of the vested Shares as of the date of such vesting; and (2) the Company shall issue the vested Shares to Participant in consideration of services rendered to the Company by Participant, in accordance with Section 7.3(b) of the Plan.
   2. As soon as practicable after the vesting of any and all Shares, Participant's name shall be entered as the stockholder of record on the books and records of the transfer agent for the Company with respect to the vested Shares subject to compliance with all requirements under applicable laws or regulations in connection with such issuance and with the requirements of this Agreement and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Participant.
   3. No fraction of a Share shall be delivered to Participant at any time. In the event that, from time to time, the number of Shares that vest and would otherwise be deliverable to Participant includes a fraction of a Share, the number of Shares that shall be deliverable to Participant shall be adjusted to the nearest smaller whole number of Shares.
   4. Until such time as any Shares subject to the Stock Purchase Right have vested and been issued to Participant pursuant to this Section 3, Participant shall not have any rights as a holder of such Shares, including, but not limited to, voting rights, rights to receive dividends and other distributions with respect to Common Stock, and stockholder inspection rights.
5. Termination of S