2009 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION GRANT
102 CAPITAL GAINS TRACK GRANT
UNDER SECTION 102(B)(2) OF THE ISRAELI INCOME TAX ORDINANCE
This NONSTATUTORY STOCK OPTION GRANT 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, including Appendix
A – Israeli Participants thereto (the “ Plan ”) for the benefit of its and its Affiliates’ employees, directors, and
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 Option; Stock Option Status ; Compliance with Section 102 Requirements .
(a) Subject to the terms and conditions set forth in this Agreement and in the Plan, the
Company hereby grants to the Participant a stock option (the “ Option ”) to purchase ___________ shares of
Stock at an exercise price of $_________ per share of Stock, subject to adjustment as set forth in Sections 8.1
and 8.2 of the Plan, and subject to the terms and conditions of Section 102, the Plan and the trust agreement
(the “Trust Agreement”), entered into between the Company and [____________]_(the “Trustee”). The Option
is granted as a 102 Capital Gains Track Grant, as defined in Appendix A to the Plan. This Option is not intended
to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
(b) The Option will be registered in the name of the Trustee (to the extent required by law
to qualify under Section 102) for the benefit of the Participant. Participant shall comply with the ITO, the Rules,
and the terms and conditio