AMENDED AND RESTATED 2006 NON-EMPLOYEE DIRECTOR STOCK PLAN
(as amended and restated November 27, 2008)
1. Purposes .
The purpose of the deltathree, Inc. Amended and Restated 2006 Non-Employee Director Stock Plan (the
“Plan”) is to enable deltathree, Inc. (the “Company”) to attract, retain and motivate the best qualified directors
and to enhance a long-term mutuality of interest between the directors and stockholders of the Company by
granting them Restricted Stock. On the Effective Date, this Plan shall replace the original deltathree, Inc. 2006
Non-Employee Director Stock Plan. The original deltathree, Inc. 2006 Non-Employee Director Stock Plan
replaced the deltathree, Inc. 2004 Non-Employee Director Stock Option Plan, as amended, which was
terminated except with respect to any outstanding Options previously granted thereunder.
2. Definitions .
Unless the context requires otherwise, the following words as used in the Plan shall have the meanings ascribed to
each below, it being understood that masculine, feminine and neuter pronouns are used interchangeably, and that
each encompasses the others.
"Affiliate" shall mean a corporation which is a parent or subsidiary of the Company, direct or indirect.
"Award" shall mean any shares of Restricted Stock awarded under the Plan.
"Board" shall mean the Board of Directors of the Company.
"Class A Common Stock" shall mean the Class A common stock of the Company, par value $0.001 per
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Company" shall mean deltathree, Inc., a Delaware corporation, and any successor thereto.
“Effective Date” shall have the meaning ascribed to it in Section 3 hereunder.
"Eligible Director" shall mean the Chairman of the Board (so long as such person receives no compensation
for his services to the Company or any of its subsidiaries oth