2009 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD
This RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), dated as of
_________________ (the “ Grant Date ”), is delivered by deltathree, Inc. (the “ Company ”) to
_______________ (the “ Participant ”). Capitalized terms used herein and not otherwise defined herein have
the meaning given to them in the Plan (as defined below).
WHEREAS, the Company maintains the deltathree, Inc. 2009 Stock Incentive Plan (the “ Plan ”) for the
benefit of its and its Affiliates’ employees, directors, and consultants;
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties to
this Agreement, intending to be legally bound, hereby agree as follows:
1. Grant of Restricted Stock . Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Participant an aggregate of ___________ shares
of Stock (the “Shares”). All Shares issued hereunder will be deemed issued to the Participant as fully paid and
nonassessable shares. The Company shall pay any applicable stock transfer taxes imposed upon the issuance of
the Shares to the Participant hereunder.
2. Vesting of Shares . Subject to the provisions of this Agreement and the Participant’s
continuous Service to the Company or its Affiliates, the Shares shall vest in accordance with the following
For purposes of this Agreement, the term “vest” shall mean, with respect to any Shares, that such Shares are no
longer subject to forfeiture to the Company pursuant to Section 3 below. Shares that have not vested are
deemed “Restricted Shares.” If the Participant would become vested in a fraction of a Share, such Share shall
not vest until the Participant becomes vested in the entire Share.
Number of Shares Vested
First anniversary of the Grant Date
Second anniversary of the Grant Date