|
EXHIBIT 10.30
VONAGE HOLDINGS CORP.
2006 INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
"Participant" :
"Date of Award" :
This Agreement, effective as of the Date of Award set forth
above, represents the grant of Restricted Stock 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 Restricted Stock
|
The Company hereby grants to the Participant
Restricted Stock consisting of
restricted Shares in the manner and subject to the terms and
conditions of the Plan and this Agreement.
|
|
2.
|
Vesting of Restricted Stock
|
(a) Subject to Section 2(e) below, the
Restricted Stock vests quarterly over a period of one (1) year
on the first day of each quarter after the quarter that includes
the Date of the Award provided that the Participant continues to
serve as a Non-Employee Director of the Company or a Subsidiary on
the applicable vesting date.
(b) To the extent not previously vested in accordance with this
Section 2, in the event that a Change of Control becomes
effective while the Participant continues to serve as a
Non-Employee Director of the Company or a Subsidiary, the
Restricted Stock will vest as to all the Shares as of the effective
date of the Change of Control.
(c) To the extent not previously vested in accordance with this
Section 2, in the event of the Participant’s death, the
Restricted Stock will vest as to all the Shares 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,
the Restricted Stock will vest as to all the Shares as of the date
thereof.
(e) To the extent not previously vested in
accordance with Section 2(a) above, if the Participant’s
service as a Non-Employee Director of the Company is terminated for
cause as determined by the Committee under the terms of the Plan,
the
| 
