Q2 2019 Exhibit 10.38






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.

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 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 1st and August 1st 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.  

   







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


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. 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