EXHIBIT 10.28
VONAGE HOLDINGS
CORP.
2006 INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
“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:
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
five years, ending on the fifth anniversary of the Date of
Award.
(a) Subject to
Section 2(e) below, the Options vest and become exercisable 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
Options will vest and become exercisable as of the date of
termination of employment.
(c) To the extent not previously
vested in accordance with this Section 2, in the event of the
Participant’s death, the Options will (i) vest and
become exercisable as of the date thereof as to one-half the number
of unvested Shares covered thereby and (ii) remain exercisable
until they terminate in accordance with Section 4
below.
(d) To the extent not previously
vested in accordance with this Section 2, in the event of the
Participant’s Disability, the Options will (i) vest and
become exercisable as of the date thereof as to one-half the number
of unvested Shares covered thereby and (ii) remain exercisable
until they terminate in accordance with Section 4
below.
(e) To the extent not previously
vested in accordance with Section 2(a) above, if the
Participant’s employment with the Company terminates for a
reason other than as set forth in Section 2(b), 2(c) or 2(d)
above, the Options will terminate immediately and be of no force or
effect.
(f) To the extent vested in
accordance with this Section 2, the Options will remain
exercisable until they terminate in accordance with Section 4
below.
(g) 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
expect
