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VONAGE HOLDINGS CORP. 2006 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT

Option Agreement

VONAGE HOLDINGS CORP. 2006 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT | Document Parties: VONAGE HOLDINGS CORP You are currently viewing:
This Option Agreement involves

VONAGE HOLDINGS CORP

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Title: VONAGE HOLDINGS CORP. 2006 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Governing Law: New York     Date: 8/11/2008
Industry: Communications Services     Sector: Services

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EXHIBIT 10.2

VONAGE HOLDINGS CORP.

2006 INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

(ANNUAL GRANT)

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:

1. Grant of Options

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.

2. Vesting of Options

(a) The Participant shall be 100% vested in the Options effective as of the Date of Award.

(b) The Options will remain exercisable until they terminate in accordance with Section 4 below.


3. Exercise of Options

(a) The Options may be exercised by written notice to the Company, specifying the number of Shares the Participant then desires to purchase, accompanied by the Option Price of such Shares, and as soon as practicable after receipt of such notice and payment, such Shares will be issued in the Participant’s name. The Committee reserves the right to modify the exercise procedures from time to time.

(b) Except as otherwise provided in this Section 3, the Participant must submit a check payable to the order of Vonage Holdings Corp. for an amount in United States dollars equal to the Option Price of such Shares, or tender Shares to the Company having an aggregate Fair Market Value on the date of exercise equal to such Option Price, or a combination thereof. If permitted by the Committee, the Participant may direct the Company to withhold a number of Shares covered by the Option having an aggregate Fair Market Value on the date of exercise equal to such Option Price.

4. Termination of Options

The Options will terminate, and be of no force or effect, upon the earlier of:

(a) the date of termination of the Participant’s service as a Non-Employee Director of the Company if such termination is for cause as determined by the Board, or the second anniversary of such date if the Participant’s service as a Non-Employee Director of the Company termina


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