AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
(as amended and restated November 27, 2008)
This plan, as amended from time to time, shall be known as the deltathree, Inc. Amended and Restated 2004
Stock Incentive Plan (the " Plan "). This Plan replaces the previous 1999 Stock Incentive Plan (the “1999 Plan”).
The purpose of the Plan is to foster and promote the long-term financial success of the Company and its
Subsidiaries and materially increase shareholder value by:
For purposes of interpreting the Plan and related documents (including the Award Agreement and its
appendices), the following definitions shall apply:
motivating superior performance by means of performance-related incentives;
encouraging and providing for the acquisition of an ownership interest in the Company by Eligible
enabling the Company to attract and retain the services of outstanding management team and other
qualified and dedicated employees upon whose judgment, interest and special effort the successful
conduct of its operations is largely dependent.
(a) " Administrator " - means the Board or the Compensation Committee as shall be administering
the Plan, in accordance with Section 3 hereof.
(b) " Affiliate " - means a corporation which is a Parent or Subsidiary of the Company, direct or
(c) " Applicable Laws " - means the requirements relating to the administration of employee stock
option plans under the law of the United States of America, any stock exchange or quotation
system on which the shares shall be listed or quoted and the applicable laws of any country or
jurisdiction where Awards are granted under the Plan.
(d) " Award " - shall mean any grant or award under the Plan, as evidenced in a written document
delivered to a Participant as provided in Section 13(b).
(e) " Board " - means the Board of Directors of the Company.