Exhibit 10.3
VONAGE HOLDINGS
CORP.
2006 INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
“ Participant
” :
“ Date of Award
” :
This Agreement, effective as of the
Date of Award set forth above, represents the grant of Nonqualified
Stock Options by Vonage Holdings Corp., a Delaware corporation
(the “ Company ”), to the
Participant named above, pursuant to the provisions of the Vonage
Holdings Corp. 2006 Incentive Plan (the “
Plan ”). Capitalized terms have the meanings
ascribed to them under the Plan, unless specifically set forth
herein.
The parties hereto agree as
follows:
The Company hereby grants to the
Participant Nonqualified Stock Options to purchase Shares in the
manner and subject to the terms and conditions of the Plan and this
Agreement as follows:
(a) Number of Shares Covered by the
Options :
(b) “ Option
Price ”: $
per Share
(c) “ Option
Term ”: The Options have been granted for a period of
ten years, ending on the tenth anniversary of the Date of
Award.
(a) Except as
otherwise provided in this Section 2, the Options vest and
become exercisable as to 1/4 th of the Shares on the calendar
day before each of the first, second, third and fourth
anniversaries of the Date of the Award.
(b) To the extent not previously
vested in accordance with this Section 2, in the event of a
Change of Control (which, for purposes of this Agreement, shall
have the meaning set forth in Section 2 (or any successor
section thereto) of that certain Employment Agreement, dated as of
July [_], 2008, between the Company and the Participant, as such
agreement may be amended from time to time (the
“Employment Agreement” )), the Options
will fully vest and become exercisable immediately prior to such
Change of Control.
(c) To the extent not previously
vested in accordance with this Section 2, in the event that
the Participant’s employment is terminated by the Company
without Cause or by the Participant for Good Reason, the Options
will (i) vest and become exercisable in accordance with
Section 3(c) (or any successor section thereto) of the
Employment Agreement and (ii) remain exercisable until they
terminate in accordance with Section 4 below.
(d) To the extent not previously
vested in accordance with this Section 2, in the event that
the Employment Agreement is not renewed by the Company in
accordance with Section 2 (or any successor section thereto)
of the Employment Agreement, and the Participant continues to be
employed by the Company beyond the expiration of the Term (as
defined in the Employment Agreement), the Options will
(i) vest and become exercisable in accordance with
Section 3(c) (or any successor section thereto) of the
Employment Agreement and (ii) remain exercisable until they
terminate in accordance with Section 4 below.
(e) To the extent not previously
vested in accordance with this Section 2, in the event of the
Participant’s death, the Options will (i) vest and
become exercisable as of the date thereof as to one-half the number
of unvested Shares covered thereby and (ii) remain exercisable
until they terminate in accordance with Section 4
below.
(f) To the extent not previously
vested in accordance with this Section 2, in the event of the
Participant’s disability, the Options will (i) vest and
become exercisable as of the date thereof as to one-half the number
of unvested Shares covered thereby and (ii) remain exercisable
until they terminate in accordance with Section 4
below.
(g) Notwithstanding anything to the
contrary herein, if the Participant’s employment with the
Company is terminated by
