WORLDGATE COMMUNICATIONS, INC. 2003 EQUITY INCENTIVE PLAN

FORM A OF NQSO GRANT

WORLDGATE COMMUNICATIONS, INC.

2003 EQUITY INCENTIVE PLAN

NONSTATUTORY STOCK OPTION GRANT

This NONSTATUTORY STOCK OPTION GRANT AGREEMENT (the “ Agreement ”), dated as of May ___, 2009 (the “ Date of Grant ”), is delivered by WorldGate Communications, Inc. (the “ Company ”) to _______________ (the “ Participant ”).

RECITALS

WHEREAS, the Company and the Participant previously entered into an [Employment Agreement][Letter Agreement], dated as of _______ __, 200__, (the “ Employment Agreement ”), pursuant to which it was agreed that as soon as administratively practicable following the effective date of the Employment Agreement the Board of Directors of the Company (the “ Board ”) would approve and adopt a new 2009 Company Employee Stock Option Plan (the “ 2009 Plan ”) and following the adoption and the approval of the 2009 Plan, the Participant would be awarded a stock option to purchase _______ shares of the common stock under the 2009 Plan with terms and conditions as set forth in the Employment Agreement (the “ New Hire Option ”);

WHEREAS, in lieu of adopting the 2009 Plan, the Board has determined to amend the WorldGate Communications, Inc. 2003 Equity Incentive Plan (the “ Plan ”) to increase the number of shares of common stock of the Company authorized for issuance under the Plan and has approved an amendment to the Plan to increase the shares authorized for issuance thereunder, subject to the approval of the Company’s stockholders;

WHEREAS, for purposes of this nonstatutory stock option grant, only those Committee (as defined in the Plan) members who are “outside directors” as defined in Treas. Reg. Section 1.162-27(e)(3) and “non-employee directors” as defined in Rule 16(b)-3 of the Securities and Exchange Act of 1934, as amended (the “ Outside Directors ”), have approved this grant;

WHEREAS, the Outside Directors have determined that the Participant’s New Hire Option will be granted under the Plan; and

WHEREAS, the Participant has agreed that his New Hire Option shall be issued under the Plan and shall be subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Committee desires that the Participant execute a [ Non-Compete/Non-Solicitation/Confidentiality/Invention Assignment Agreement ] (the “ Restrictive Covenant Agreement ”) as a condition to making this nonstatutory stock option grant to the Participant, and the Participant has agreed to execute the Restrictive Covenant Agreement, attached hereto as Exhibit A .

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.            Grant of Option .  Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant a nonstatutory stock option (the “ Option ”) to purchase ___________ shares of Stock (as defined in the Plan), at an exercise price of $_________ per share of Stock.  Notwithstanding anything herein to the contrary, this Agreement shall be null, void and without effect if the Company’s stockholders do not approve the amendment to the Plan that increases the number of shares authorized for issuance thereunder within twelve (12) months from the Date of Grant.

2.            Exercisability of Option .

(a)           The Option shall become exercisable on the following dates, if the Participant continues to provide Service (as defined in the Plan) to an employer within the Participating Company Group (as defined in the Plan) from the Date of Grant through the applicable date:

The exercisability of the Option is cumulative, but shall not exceed 100% of the shares of Stock subject to the Option.  If the foregoing schedule would produce fractional shares of Stock, the number of shares of Stock for which the Option becomes exercisable shall be rounded down to the nearest whole share of Stock.  The Option shall become fully exercisable on the fourth anniversary of the Date of Grant, provided that the Participant is providing Service to the Participating Company Group on such date.  Notwithstanding anything herein to the contrary, no portion of the Option may be exercised prior to the date on which the Company’s stockholders approve the increase in the shares of Stock authorized for issuance under the Plan.

(b)           If at any time prior to the first anniversary of the Date of Grant, the Participant’s Service with the Participating Company Group is terminated by the applicable Participating Company without Cause (as defined in the Employment Agreement) or, to the extent such concept is contained in the Participant’s Employment Agreement, by the Participant for Good Reason (as defined in the Employment Agreement), the Option shall become exercisable as to Applicable Percentage of the shares of Stock subject to the Option on the date of the Participant’s termination of Service by the applicable Participating Company without Cause or, to the extent such concept is contained in the Participant’s Employment Agreement.  For purposes of this Agreement, “Applicable Percentage” means the termination vesting credit percentage specified in the Employment Agreement with respect to the New Hire Option or, if no such percentage is specified, 0%.

3.            Term of Option .

(a)           The Option shall have a term of ten (10) years from the Date of Grant, and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan .

(b)           The Option shall automatically terminate upon the happening of the first of the following events: