Unassociated Document


    AMENDMENT
NO. 3 TO EXECUTIVE EMPLOYMENT AGREEMENT

     

    


    This
Amendment No. 3 to Executive Employment Agreement by and between deltathree,
Inc., a Delaware corporation (“Inc.”) and Delta Three Israel, Ltd., an Israeli
corporation (“Ltd.”, and together with Inc., the “Company”), on the one hand,
and Effi Baruch, an individual (“Executive”) on the other hand, dated as of
December 9, 2008 (the “Executive Employment Agreement”), as amended by that
certain Amendment No. 1, dated as of March 17, 2009 (“Amendment No. 1”) and that
certain Amendment No. 2, dated as of October 20, 2009 (“Amendment No. 2”, and
together with the Executive Employment Agreement and Amendment No. 1, the
“Agreement”), is dated as of October 27, 2010.

     

    Recitals:

     

    WHEREAS,
the Company and Executive entered into the Executive Employment Agreement, as
amended by Amendment No. 1 and Amendment No. 2, and now wish to enter into this
Amendment No. 3 to Executive Employment Agreement (“Amendment No. 3”) to further
amend the Agreement as set forth below;

     

    NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

     

    1.           The
first sentence of Section 2(a) of the Agreement is hereby deleted in its
entirety and replaced with the following:

     

    “Executive
shall be employed as Chief Executive Officer and President of Inc. and Ltd. and
shall perform such duties and services, consistent with such position and its
current duties and services for Inc. and Ltd., and as may be assigned to him
from time to time by the Board of Directors.”

     

    2.           The
foregoing amendment to the Agreement shall be effective commencing on the date
hereof.

     

    3.           Except
as expressly provided in this Amendment No. 3, all of the terms and conditions
of the Agreement remain unchanged, and the terms and conditions of the Agreement
as amended hereby remain in full force and effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the
date first set forth above.

     

    
      
        
          	 	DELTATHREE,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Robert
      Stevanovski	 
	 	 	Name:
      Robert Stevanovski	 
	 	 	Title:   Chairman
      of the Board	 


        

      

    

     

    
      	 	
              DELTA
      THREE ISRAEL, LTD.

              By: deltathree, Inc., its sole director

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Robert
      Stevanovski	 
	 	 	Name:
      Robert Stevanovski	 
	 	 	Title:   Chairman
      of the Board	 


    

           

    
      
        
          
            	
                     

                  	
                     

                  	/s/ Effi
      Baruch	 
	 	 	      
                    Effi
      Baruch