EXHIBIT 10.1
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
The Participant shall be 100% vested
in the Restricted Stock effective as of the Date of
Award.
3. Miscellaneous
(a) This Agreement and the rights of
the Participant hereunder are subject to the terms and conditions
of the Plan, as the same may be amended from time to time, as well
as to such rules and regulations as the Committee may adopt for
administration of the Plan. If there i
