Q3 2013 Exhibit 10.19




Exhibit 10.19



 8X8, INC.

MANAGEMENT INCENTIVE BONUS PLAN




	PURPOSE

The purpose of this Management Incentive Bonus Plan (the "Plan")
is to promote the success of 8X8, Inc. (the "Company") by providing financial incentives to eligible Employees (individually a
"Participant" and collectively the "Participants") to strive for more effective operation of the Company's business.
The Company intends to use this Plan to link the interest of stockholders of the Company and Plan Participants by motivating
Participants to focus on profitable revenue growth, product quality, completing individual objectives that support the Company's overall
business strategy, to attract and retain Participants' services and to create a variable compensation plan that is competitive with our
other companies in our market.



	DEFINITIONS

The following definitions shall be applicable throughout the Plan:



	"Annual Period" means the twelve-month period representing the
Company's fiscal year starting April 1 and ending March 31.

b.           "Award" means the amount of cash
paid to a Participant under the Plan with respect to Annual and Quarter Periods.


	"Award Determination Date" means the date following the
end of each Annual Period and each Quarter Period that the Compensation Committee of the Company's Board of Directors (the
"Committee") meets to review individual and Company performance, which shall in any event be no later than 45 days from
the end of each Quarter  Period and no later than 60 days from the end of each Annual Period.


	"Effective Date" means June 22, 2012.


	"Employee" means any individual, including an officer, who is a full
service employee of the Company or any entity in which the Company owns more than 50% of the outstanding ownership interests
entitled to vote for the election of directors or the equivalent managing body of such entity, determined on a worldwide basis.


	"Participant" means any individual who meets the requirements of
Section 4 of the Plan.


	"Participation Date" means 90 days from the Employee's date of
hire 


	"Quarter Period" means the three-month period representing the
Company's fiscal quarter. The quarters begin on April 1st, July 1st, October 1st, and January 1st.


	"Term of the
Plan" means the period during which the Plan is effective. This period shall begin on the Effective Date and end on a date to be
determined in accordance with Section 10 of the Plan.

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	POWERS AND ADMINISTRATION



	Administration by the Committee. Subject to any powers to be
exercised by the Company's board of directors, in its discretion, the Committee shall administer the Plan and have such powers and
duties as are conferred upon it under this Plan, or any amendments thereto, or by the Board of Directors of the Company. The
Committee shall have the authority and complete discretion to (i) prescribe, amend and rescind rules relating to the Plan; (ii) select
Participants to receive Awards; (iii) construe and interpret the Plan; (iv) make changes in relation to the Term of the Plan; (v) correct
any defect or omission, or reconcile any inconsistency in the Plan; (vi) authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Award; and (vii) make all other determinations deemed necessary or advisable for the
administration of the Plan.


	Committee's Interpretation Final. The Committee's interpretation and
construction of any provision of the Plan shall be final and binding on all persons claiming an interest in an Award granted or issued
under the Plan. Neither the Committee nor any director shall be liable for any action or determination made in good faith with respect to
the Plan. The Company, in accordance with its bylaws, shall indemnify and defend such parties to the fullest extent provided by law and
such bylaws.


	Nontransferability of Awards. An award granted a Participant shall
not be assignable or transferable in whole or in part, either voluntarily or by operation of law or otherwise. In the event of the
Participant's death, an Award is transferable by the Participant only by will or the laws of descent and distribution. Any attempted
assignment, transfer or attachment by any creditor in violation of this Subsection 3(c) shall be null and void.


	ELIGIBILITY AND PARTICIPATION



	Eligibility. All executive officers of the Company and other
Employees deemed eligible by the Committee shall be eligible to participate in the Plan. The Participation Date for an eligible employee
will be 90 days from the employee's date of hire or the date the Committee deems the Participant eligible to participate in the Plan.
Participants hired after the beginning of the Annual Period shall receive a pro-rated Award based on the number of days eligible to
participate in the Plan versus the number of days available during the Annual Period. For instance, a person hired on April
15th will have a Participant Date of July 15th and have 260 (365 eligible days less 105 non-eligible days)
eligible days to participate in the Plan. Participants must be eligible to participate in the Plan at the beginning of the Quarter Period to
receive a quarterly Award. For instance, a person must be employed by April 1st to participate in quarterly award for
quarter beginning July 1st.


	Employment Requirement.  Participants must be employed with the
Company on the Award Determination Date and the date Award is paid to be eligible for an Award under the Plan.


	Participation and Approval. For each Annual Period, the Chief
Executive Officer shall present to the Committee a list of recommended Participants and a recommended target Award for each
Participant for the fiscal year, which recommendations may be submitted after the commencement of the current Annual Period. The
Committee shall review the Chief Executive Officer's report, make any adjustments the Committee deems necessary, and approve
target Awards for the Annual Period. The Committee or the Chief Executive Officer shall communicate to each
Participant his or her participation in the Plan and his or her individual objectives and targets.

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	CALCULATION OF AWARDS



	Awards Based on Objectives. Awards for the Annual Period
shall be based on successful completion of approved individual objectives for such period and the Company's performance against
predetermined metrics set forth at the beginning of the fiscal year. Awards for the Quarter Period shall be based on the Company's
performance in meeting specific quarterly targets as set forth at the beginning of the fiscal year.


	Determination of Award Target. Target amounts for Awards for
Participants are determined by competitive market information relevant to the job the individual is performing for the Company, the job
function of the individual and the individuals' expected contributions to the Company. The target amounts may be a specified cash
amount or a percentage of base pay.


	PAYMENT

All payments are to be made in cash, less applicable federal, state, local and
FICA taxes, as soon as practicable after the Award Determination Date, but in all events within 75 days after it.



	AMENDMENT OF THE PLAN

The Committee may, from time to time, terminate, suspend, or discontinue the
Plan, in whole or part, or revise or amend it in any respect whatsoever.



	SOURCE OF FUNDS

The Plan is funded by a portion of profits in excess of minimum profit targets
set forth annually by the Committee. All awards paid under the Plan are paid from the general assets of the Company and are not
liabilities of the Company at any time prior to the time when payment is made. Nothing contained in the Plan shall require the Company
to segregate any monies from its general funds, or to create any trust or make any special deposit in respect of any amounts payable
under the Plan to or for any Participant or group of Participants.



	RIGHTS AS AN EMPLOYEE

The Plan shall not be construed to give any individual the right to remain in
the employ of the Company or to affect the right of the Company to terminate such individual's status as an Employee. Participation in
the Plan will not affect participation in any other compensatory plan maintained by the Company.



	EFFECTIVE DATE OF PLAN

The Plan is effective on the Effective Date and shall remain in effect until such
time as the Committee decides to terminate the Plan.








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