2009 STOCK INCENTIVE PLAN

DELTATHREE, INC.

2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD

102 CAPITAL GAINS TRACK GRANT

UNDER SECTION 102(B)(2) OF THE ISRAELI INCOME TAX ORDINANCE

This RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), dated as of _________________ (the “ Grant Date ”), is delivered by deltathree, Inc. (the “ Company ”) to _______________ (the “ Participant ”).  Capitalized terms used herein and not otherwise defined herein have the meaning given to them in the Plan (as defined below).

WHEREAS, the Company maintains the deltathree, Inc. 2009 Stock Incentive Plan including Appendix A – Israeli Participants thereto (the “ Plan ”) for the benefit of its and its Affiliates’ employees, directors, and consultants;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

1.            Grant of Restricted Stock .  Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants an aggregate of ___________ shares of Stock (the “Shares”) for the benefit of the Participant.  The Shares will be registered in the name of [__________] (the “Trustee”), who will serve as the trustee pursuant to the Trust Agreement entered into between the Company and the Trustee (the “Trust Agreement”), to the extent required by law to qualify under Section 102 for the benefit of the Participant.  Participant shall be required to comply with the ITO, the Rules, and the terms and conditions of the Trust Agreement. The Trustee will hold the Shares for the Required Holding Period, as set forth in Appendix A to the Plan.  The Participant hereby undertakes to release the Trustee from any liability in respect of any action or decision duly taken by the Trustee (except for any such actions or decisions taken in gross negligence or willful misconduct) in relation to the Plan or any share of Stock granted to him thereunder.   The Participant hereby confirms that he shall execute any and all documents which the Company or the Trustee may reasonably determine to be necessary in order to comply with the ITO and the Rules. All Shares issued hereunder will be deemed issued to the Participant as fully paid and nonassessable shares.  The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Participant hereunder.

2.            Vesting of Shares .   Subject to the provisions of this Agreement and the Participant’s continuous Service to the Company or its Affiliates, the Shares shall vest in accordance with the following schedule:

For purposes of this Agreement, the term “vest” shall mean, with respect to any Shares, that such Shares are no longer subject to forfeiture to the Company pursuant to Section 3 below.  Shares that have not vested are deemed “Restricted Shares.”  If the Participant would become vested in a fraction of a Share, such Share shall not vest until the Participant becomes vested in the entire Share.

3.            Termination of Service; Forfeiture of Shares .  Vesting shall cease upon the date of termination of the Participant’s Service for any reason, including death or Disability.  Any unvested Restricted Shares held by or on behalf of the Participant at the time of such termination of Service shall immediately be forfeited and deemed reconveyed to the Company, and the Company shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all rights and interest in or related thereto without further action by the Participant.

4.            Escrow of Stock; Rights as Stockholder .

(a)          At the sole discretion of the Committee, and subject to the terms of this Section 4, the Shares may be issued in either (i) certificated form, or (ii) uncertificated form, with the Shares recorded in the name of the Trustee for the benefit of the Participant in the books and records of the Company’s transfer agent with appropriate notations to the extent that the Shares remain subject to the restrictions set forth in this Agreement.

(b)          For purposes of facilitating the enforcement of the provisions of this Agreement, the Participant agrees, if so requested by the Company, immediately upon receipt of any certificate(s) for the Restricted Shares or deposit with the Trustee, to deliver such certificate(s), together with an assignment separate from certificate, executed in blank by the Participant and the Participant’s spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Restricted Shares have not vested pursuant to the vesting schedule set forth in Section 2, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof.

(c)          The Participant hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee, including the Trustee) as escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable.  The Participant agrees that if the Restricted Shares are held electronically in a book entry system maintained by the Company’s transfer agent or other third party, the terms and conditions of this Section 4 applicable to certificated Restricted Shares will apply with the same force and effect to such electronic method for holding the Restricted Shares.  The Participant agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto.  The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time.

(d)          Certificates representing Shares issued pursuant to this Agreement shall, until all restrictions on transfer imposed pursuant to this Agreement lapse or shall have been removed and new certificates are issued, bear the following legend (or such other similar or additional legends as shall be determined by the Committee):

(e)          Except as otherwise provided herein and subject to the restrictions contained her