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
