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EXHIBIT 10.27
VONAGE HOLDINGS CORP.
2006 INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
"Participant" :
"Date of Award" :
This Agreement, effective as of the Date of Award set forth
above, represents the grant of Restricted Stock Units 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:
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1.
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Grant of Restricted Stock Units
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The Company hereby grants to the Participant
Restricted Stock Units covering
Shares in the manner and subject to the terms and conditions of the
Plan and this Agreement.
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2.
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Vesting of Restricted Stock
Units
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(a) Subject to Section 2(e) below, the
Restricted Stock Units vest as to 1/4 th of the Shares on 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 that the Participant’s
employment terminates on or prior to the first anniversary of a
Change of Control, due to termination by the Company without Cause
or by the Participant for Good Reason, the Restricted Stock Units
will vest as of the date of termination of employment, subject to
Section 2(g) below.
(c) To the extent not previously vested in accordance with this
Section 2, in the event of the Participant’s death,
one-half the number of unvested Restricted Stock Units will vest as
of the date thereof.
(d) To the extent not previously vested in accordance with this
Section 2, in the event of the Participant’s Disability,
one-half the number of unvested Restricted Stock Units will vest as
of the date thereof.
(e) To the extent not previously vested in
accordance with this Section 2, if the Participant’s
employment terminates for a reason other than as set forth in
Section 2(b), 2(c) or 2(d) above, the Restricted Stock Units
will terminate immediately and be of no force or effect.
(f) For purposes of this Section 2, the following terms
have the meanings set forth below:
" Cause " means any cause for unilateral
termination of employment by the Company based on employee
misconduct, as specified in the Participant’s employment
agreement with the Company, or, if the Participant is not party to
an employment agreement with the Company, means (i) material
failure to perform employment duties (not as a consequence of any
illness, accident or other disability), (ii) continued,
willful failure to carry out any reasonable lawful direction of the
Company, (iii) diverting or usurping a corporate opportunity
of the Company, (iv) gross negligence or recklessness in
performance of employment duties, (v) other serious willful
misconduct which causes material injury to the Company or its
reputation, including, but not limited to, willful or gross
misconduct toward any of the Company’s other employees, and
(vi) commission of a felony or a crime involving moral
turpitude.
" Disability " means the Participant (i) is
unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to
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