Exhibit
10.5


THE CORPORATEPLAN


FOR RETIREMENT SM 100


(PROFIT SHARING/401(K) PLAN)


A
FIDELITY PROTOTYPE PLAN


Non-Standardized Adoption
Agreement No. 001


For use With


Fidelity Basic Plan Document No.
10


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


	
  Plan Number: 26175

  	
   

  	
   

  
	
  The CORPORATEplan for
  RetirementSM 100

  	
   

  	
  Non-Std
  PS Plan

  
	
   

  	
   

  	
  10/09/2003

  



© 2003 FMR Corp.


All
rights reserved.


 


 

















 


ADOPTION AGREEMENT


ARTICLE 1

NON-STANDARDIZED PROFIT SHARING/401(K) PLAN


1.01        PLAN
INFORMATION


 


(a)                                  Name of Plan:


This is the Vonage
401(k) Retirement Plan (the “Plan”)


(b)                                  Type of Plan:


(1)                                  ̈            401(k) Only


(2)                                 þ            401(k) and Profit Sharing


(3)                                  ̈            Profit Sharing Only


(c)                                  Administrator Name (if not the Employer):


	
   

  
	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Telephone Number:

  	
   

  
			



 


The Administrator
is the agent for service of legal process for the Plan.


(d)                                  Plan Year End (month/day): 
12/31


(e)                                  Three Digit Plan Number: 001


(f)                                    Limitation Year (check one):


(1)                                 o            Calendar Year


(2)                                 þ            Plan Year


(3)                                 o            Other:


(g)                                 Plan Status (check appropriate box(es)):


(1)                                 o            New Plan Effective Date:


(2)                                 þ            Amendment Effective Date:  1/1/2005


 


1





















 


This is (check one):


(A)                               o                                    an amendment
and restatement of a Basic Plan Document No. 10 Adoption Agreement previously
executed by the Employer; or


(B)                               þ                                      a conversion to
a Basic Plan Document No. 10 Adoption Agreement.


The original effective
date of the Plan:             3/1/2001


(3)                                 o                                    This is an
amendment and restatement of the Plan and the Plan was not amended prior to the
effective date specified in Subsection 1.01(g)(2) above to comply with the
requirements of the Acts specified in the Snap Off Addendum to the Adoption
Agreement.  The provisions specified in
the Snap Off Addendum are effective as of the dates specified in the Snap Off
Addendum, which dates may be prior to the Amendment Effective Date.  Please read and complete, if necessary, the
Snap Off Addendum to the Adoption Agreement.


(4)                                 o                                    Special Effective Dates - Certain provisions of the
Plan shall be effective as of a date other than the date specified above.  Please complete the Special Effective Dates
Addendum to the Adoption Agreement indicating the affected provisions and their
effective dates.


(5)                                 o                                    Plan Merger Effective Dates.  Certain plan(s) were merged into the Plan and
certain provisions of the Plan are effective with respect to the merged plan(s)
as of a date other than the date specified above.  Please complete the Special Effective Dates
Addendum to the Adoption Agreement indicating the plan(s) that have merged into
the Plan and the effective date(s) of such merger(s).


1.02        EMPLOYER


 


(a)                                  Employer Name:                 Vonage
Holdings Corp                                                                                       


Address:                                2147
Route 27                                                                                                       


	
   

  	
  Edison, NJ 08817-3365

  
	
   

  	
   

  
	
   

  	
  Contact’s Name:

  	
  Michael Porta

  
	
   

  	
   

  	
   

  
	
   

  	
  Telephone Number:

  	
  (732) 528-2600

  



 


(1)                                 Employer’s Tax
Identification Number:            11-3547680


 


2





















 


(2)                                 Business form
of Employer (check one):


(A)                               þ                                    Corporation or
limited liability company taxed as a corporation


(B)                               o                                    Sole
proprietor, partnership, or limited liability company taxed as a sole
proprietor or partnership


(C)                               o                                    Subchapter S
corporation


(D)                               o                                    Tax-exempt
organization


(E)                                 o                                    Governmental
entity


(3)                                 Employer’s
fiscal year end:                12/31                                                                                       


(4)                                 Date business
commenced:                5/1/2000                                                                                 


(b)                                  The term “Employer” includes the following Related Employer(s) (as
defined in Subsection 2.01(rr)) (list each participating
Related Employer and its Employer Tax Identification Number):


                                                                                                                                                                                


                                                                                                                                                                                


                                                                                                                                                                                


                                                                                                                                                                                


1.03        TRUSTEE


 


	
  (a)

  	
  Trustee Name:

  	
  Fidelity Management Trust Company

  
	
   

  	
  Address:

  	
  82 Devonshire Street

  
	
   

  	
   

  	
  Boston, MA 02109

  



 


1.04        COVERAGE


 


All
Employees who meet the conditions specified below shall be eligible to
participate in the Plan:


(a)                                  Age Requirement (check one):


(1)                                 o            no age requirement.


(2)                                 þ            must have attained age:  21 (not
to exceed 21).


(b)                                  Eligibility Service Requirement (check one):


 


3





















 


(1)                                 Eligibility to Participate in Plan (check one):


(A)                               o                                    no Eligibility
Service requirement.


(B)                               þ                                    three months of
Eligibility Service requirement (no minimum number Hours of Service can be
required).


(C)                               o                                    six months of
Eligibility Service requirement (no minimum number Hours of Service can be
required).


(D)                               o                                    one year of
Eligibility Service requirement (at least 1,000 Hours of Service are required
during the Eligibility Computation Period).


(c)                                  Eligible Class of Employees (check one):


Note:  The Plan may not cover employees who are residents of
Puerto Rico.  These employees are
automatically excluded from the eligible class, regardless of the Employer’s
selection under this Subsection 1.04(c).


(1)                                 þ                                    includes all
Employees of the Employer.


(2)                                 o                                    includes all
Employees of the Employer except for (check the appropriate box(es)):


(A)                               o                                    employees
covered by a collective bargaining agreement.


(B)                               o                                    Highly
Compensated Employees as defined in Code Section 414(q).


(C)                               o                                    Leased
Employees as defined in Subsection 2.01(cc).


(D)                               o                                    nonresident
aliens who do not receive any earned income from the Employer which constitutes
United States source income.


(E)                                 o                                    other:


	
   

  	
   

  
	
   

  	
   

  



 


Note:  The Employer should exercise caution when excluding
employees from participation in the Plan. 
Exclusion of employees may adversely affect the Plan’s satisfaction of
the minimum coverage requirements, as provided in Code Section 410(b).


 


4

















 


(d)                                  The Entry Dates shall be (check one):


(1)                                 o                                    the first day
of each Plan Year and the first day of the seventh month of each Plan Year.


(2)                                 o                                    the first day
of each Plan Year and the first day of the fourth, seventh, and tenth months of
each Plan Year.


(3)                                 þ                                    the first day
of each month.


(4)                                 o                                    the first day
of each Plan Year.  (Do not select if there is an Eligibility Service requirement of more
than six months in Subsection 1.04(b) or if there is an age requirement of more
than 20 1/2 in Subsection 1.04(a).)


(e)                                  Date of Initial Participation - An Employee shall become
a Participant unless excluded by Subsection 1.04(c) above on the Entry Date
immediately following the date the Employee completes the service and age
requirement(s) in Subsections 1.04(a) and (b), if any, except (check one):


(1)                                 o                                    no exceptions.


(2)                                 o                                    Employees
employed on the Effective Date in Subsection 1.01(g)(1) or (2) shall become
Participants on that date.


(3)                                 þ                                    Employees who
meet the age and service requirement(s) of Subsections 1.04(a) and (b) on the
Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on
that date.


1.05        COMPENSATION


 


Compensation for purposes of determining contributions shall be as
defined in Section 5.02, modified as provided below.


(a)                                  Compensation Exclusions:  Compensation shall
exclude the item(s) listed below for purposes of determining
contributions.  (Check the appropriate
box(es)):


(1)                                 o                                    No
exclusions.  (Must be selected if Section 1.10(a)(3), Safe Harbor Matching Employer
Contributions, or Section 1.11(a)(3), Safe Harbor Nonelective Employer
Contributions, is selected.)


(2)                                 o                                    Overtime Pay.


(3)                                 o                                    Bonuses.


 


5





















 


(4)                                 o                                    Commissions.


(5)                                 þ                                    The value of a
qualified or a non-qualified stock option granted to an Employee by the
Employer to the extent such value is includable in the Employee’s taxable
income.


(6)                                 þ                                    Severance Pay.


Note:  If the Employer selects Option (2), (3), (4), (5), or
(6) with respect to Nonelective Employer Contributions, Compensation must be
tested to show that it meets the requirements of Code Section 414(s) or
401(a)(4).  These exclusions shall not
apply for purposes of the “Top Heavy” requirements in Section 15.03, or for
allocating non-safe harbor Nonelective Employer Contributions if the Integrated
Formula is elected in Subsection 1.11(b)(2).


(b)                                  Compensation for the First Year of Participation -
Contributions for the Plan Year in which an Employee first becomes a
Participant shall be determined based on the Employee’s Compensation (check
one):


(1)                                 o                                    for the entire
Plan Year.


(2)                                 þ                                    for the portion
of the Plan Year in which the Employee is eligible to participate in the Plan.


Note:  If the initial Plan Year of a new Plan consists of
fewer than 12 months from the Effective Date in Subsection 1.01(g)(1) through
the end of the initial Plan Year, Compensation for purposes of determining the
amount of contributions, other than non-safe harbor Nonelective Employer
Contributions, under the Plan shall be the period from such Effective Date
through the end of the initial year. 
However, for purposes of determining the amount of non-safe harbor
Nonelective Employer Contributions and for other Plan purposes, where
appropriate, the full 12-consecutive-month period ending on the last day of the
initial Plan Year shall be used.


1.06        TESTING
RULES


 


(a)                                  ADP/ACP Present Testing Method - The testing method for
purposes of applying the “ADP” and “ACP” tests described in Sections 6.03 and
6.06 of the Plan shall be the (check one):


(1)                                 o                                    Current Year Testing Method - The “ADP” or “ACP” of
Highly Compensated Employees for the Plan Year shall be compared to the “ADP”
or “ACP” of Non-Highly Compensated Employees for the same Plan Year.  (Must choose if
Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
1.11(a)(3),


 


6





















 


                                                                                                Safe Harbor Formula, with respect to Nonelective Employer Contributions
is checked.)


(2)                                 þ                                    Prior Year Testing Method - The “ADP” or “ACP” of
Highly Compensated Employees for the Plan Year shall be compared to the “ADP”
or “ACP” of Non-Highly Compensated Employees for the immediately
preceding Plan Year.  (Do not choose if Option 1.10(a)(3), Safe Harbor Matching Employer
Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions is checked.)


(3)                                 o                                    Not
applicable.  (Only if Option 1.01(b)(3), Profit Sharing Only, is checked or Option
1.04(c)(2)(B), excluding all Highly Compensated Employees from the eligible
class of Employees, is checked.)


Note:  Restrictions apply on elections to change
testing methods that are made after the end of the GUST remedial amendment
period.


(b)                                  First Year Testing Method - If the first Plan Year
that the Plan, other than a successor plan, permits Deferral Contributions or
provides for either Employee or Matching Employer Contributions, occurs on or
after the Effective Date specified in Subsection 1.01(g), the “ADP” and/or “ACP”
test for such first Plan Year shall be applied using the actual “ADP” and/or “ACP”
of Non-Highly Compensated Employees for such first Plan Year, unless otherwise
provided below.


(1)                                 þ                                    The “ADP”
and/or “ACP” test for the first Plan Year that the Plan permits Deferral
Contributions or provides for either Employee or Matching Employer
Contributions shall be applied assuming a 3% “ADP” and/or “ACP” for Non-Highly
Compensated Employees.  (Do not choose unless Plan uses prior year
testing method described in Subsection 1.06(a)(2).)


(c)                                  HCE Determinations:  Look Back
Year - The look back year for purposes of determining
which Employees are Highly Compensated Employees shall be the
12-consecutive-month period preceding the Plan Year, unless otherwise provided
below.


(1)                                 o                                    Calendar Year Determination - The look back year shall
be the calendar year beginning within the preceding Plan Year.  (Do not choose
if the Plan Year is the calendar year.)


(d)                                  HCE Determinations:  Top Paid
Group Election - All Employees with Compensation exceeding $80,000
(as indexed) shall be considered Highly Compensated Employees unless Top Paid
Group Election below is checked.


 


7





















 


(1)                                 o                                    Top Paid Group Election - Employees with
Compensation exceeding $80,000 (as indexed) shall be considered Highly
Compensated Employees only if they are in the top paid group (the top 20% of
Employees ranked by Compensation).


Note:  Effective for determination years beginning on or
after January 1, 1998, if the Employer elects Option 1.06(c)(1) and/or
1.06(d)(1), such election(s) must apply consistently to all retirement plans of
the Employer for determination years that begin with or within the same
calendar year (except that Option 1.06(c)(1), Calendar Year Determination,
shall not apply to calendar year plans).


1.07        DEFERRAL
CONTRIBUTIONS


 


(a)                                  þ            Deferral Contributions - Participants may elect to have
a portion of their Compensation contributed to the Plan on a before-tax basis
pursuant to Code Section 401(k).


(1)                                 Regular Contributions - The Employer shall make a
Deferral Contribution in accordance with Section 5.03 on behalf of each
Participant who has an executed salary reduction agreement in effect with the
Employer for the payroll period in question, not to exceed 90% of
Compensation for that period.


Note:  For Limitation Years beginning prior to 2002, the
percentage elected above must be less than 25% in order to satisfy the
limitation on annual additions under Code Section 415 if other types of
contributions are provided under the Plan.


(A)                               o                                    Instead of
specifying a percentage of Compensation, a Participant’s salary reduction
agreement may specify a dollar amount to be contributed each payroll period,
provided such dollar amount does not exceed the maximum percentage of
Compensation specified in Subsection 1.07(a)(1) above.


(B)                               A Participant
may increase or decrease, on a prospective basis, his salary reduction
agreement percentage as of the next Entry Date.


Note:  Notwithstanding the provisions of Subsection
1.07(a)(1)(B), if Option 1.10(a)(3), Safe Harbor Matching Employer
Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
Employer Contributions is checked, the Plan provides that an Active Participant
may change his salary reduction agreement percentage for the Plan Year within a
reasonable period (not fewer than 30 days) of receiving the notice described in
Section 6.10.


 


8

















 


(C)                               A Participant
may revoke, on a prospective basis, a salary reduction agreement at any time
upon proper notice to the Administrator but in such case may not file a new
salary reduction agreement until any subsequent Entry Date.


(2)                                 o                                    Additional Deferral Contributions - The Employer may allow
Participants upon proper notice and approval to enter into a special salary
reduction agreement to make additional Deferral Contributions in an amount up
to 100% of their Compensation for the payroll period(s) in the final month of
the Plan Year.


(3)                                 o                                    Bonus Contributions - The Employer may allow Participants upon
proper notice and approval to enter into a special salary reduction agreement
to make Deferral Contributions in an amount up to 100% of any Employer paid
cash bonuses designated by the Employer on a uniform and non-discriminatory
basis that are made for such Participants during the Plan Year.  The Compensation definition elected by the
Employer in Subsection 1.05(a) must include bonuses if bonus contributions are
permitted.


Note:  A Participant’s contributions under Subsection
1.07(a)(2) and/or (3) may not cause the Participant to exceed the percentage
limit specified by the Employer in Subsection 1.07(a)(1) for the full Plan
Year.  If the Administrator anticipates
that the Plan will not satisfy the “ADP” and/or “ACP” test for the year, the
Administrator may reduce the rate of Deferral Contributions of Participants who
are Highly Compensated Employees to an amount objectively determined by the
Administrator to be necessary to satisfy the “ADP” and/or “ACP” test.


1.08        EMPLOYEE
CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)


 


(a)                                  o                                    Employee Contributions - Participants may not
currently make after-tax Employee Contributions to the Plan, but the Employer
does maintain frozen Employee Contributions Accounts.


1.09        QUALIFIED
NONELECTIVE CONTRIBUTIONS


 


(a)                                  Qualified Nonelective Employer Contributions - If Option
1.07(a), Deferral Contributions, is checked, the Employer may contribute an
amount which it designates as a Qualified Nonelective Employer Contribution to
be included in the “ADP” or “ACP” test. 
Qualified Nonelective Employer Contributions shall be allocated to
Participants who were eligible to participate in the Plan at any time during
the Plan Year and are Non-Highly Compensated Employees either (A) in the ratio
which each Participant’s “testing compensation”, as defined in 


 


9





















 


                                                Subsection
6.01(t), for the Plan Year bears to the total of all Participants’ “testing
compensation” for the Plan Year or (B) as a flat dollar amount.


1.10        MATCHING
EMPLOYER CONTRIBUTIONS  (Only if Option 1.07(a),
Deferral Contributions is checked)


 


(a)                                  þ            Basic Matching Employer Contributions (check one):


(1)                                 o                                    Non-Discretionary Matching Employer Contributions - The Employer
shall make a basic Matching Employer Contribution on behalf of each Participant
in an amount equal to the following percentage of a Participant’s Deferral
Contributions during the Contribution Period (check (A) or (B) and, if
applicable, (C)).


Note:  Effective for Plan Years beginning on or after January
1, 1999, if the Employer elected Option 1.11(a)(3), Safe Harbor Formula, with respect
to Nonelective Employer Contributions and meets the requirements for deemed
satisfaction of the “ADP” test in Section 6.10 for a Plan Year, the Plan will
also be deemed to satisfy the “ACP” test with respect to Matching Employer
Contributions if Matching Employer Contributions hereunder meet the
requirements in Section 6.11.


(A)                               o            Single Percentage Match:  ___%


(B)                               o            Tiered Match:


____% of the first ___%
of the Active Participant’s Compensation contributed to the Plan.


____% of the next ___% of
the Active Participant’s Compensation contributed to the Plan,


____% of the next ___% of
the Active Participant’s Compensation contributed to the Plan.


Note:  The percentages specified above for basic Matching
Employer Contributions may not increase as the percentage of Compensation
contributed increases.


(C)                               o                                    Limit on
Non-Discretionary Matching Employer Contributions (check the appropriate
box(es)):


(i)                                    o                                    Deferral Contributions in excess of ___%
of the Participant’s Compensation for the period in question shall not be
considered for non-discretionary Matching Employer Contributions.


 


10

















 


Note:  If the Employer elected a percentage limit in (i)
above and requested the Trustee to account separately for matched and unmatched
Deferral Contributions made to the plan, the non-discretionary Matching
Employer Contributions allocated to each Participant must be computed, and the
percentage limit applied, based upon each payroll period.


(ii)                                o                                    Matching Employer Contributions for each
Participant for each Plan Year shall be limited to $_______.


(2)                                 þ            Discretionary
Matching Employer Contributions - The Employer may make a basic
Matching Employer Contribution on behalf of each Participant in an amount equal
to the percentage declared for the Contribution Period, if any, by a Board of
Directors’ Resolution (or by a Letter of Intent for a sole proprietor or
partnership) of the Deferral Contributions made by each Participant during the
Contribution Period.  The Board of
Directors’ Resolution (or Letter of Intent, if applicable) may limit the
Deferral Contributions matched to a specified percentage of Compensation or
limit the amount of the match to a specified dollar amount.


(A)                               o                                    4% Limitation on Discretionary Matching Employer Contributions for Deemed
Satisfaction of “ACP” Test - In no event may the
dollar amount of the discretionary Matching Employer Contribution made on a
Participant’s behalf for the Plan Year exceed 4% of the Participant’s
Compensation for the Plan Year.  (Only if Option 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions is checked.)


(3)                                 o                                    Safe Harbor Matching Employer Contributions - Effective
only for Plan Years beginning on or after January 1, 1999, if the Employer
elects one of the safe harbor formula Options provided in the Safe Harbor
Matching Employer Contribution Addendum to the Adoption Agreement and provides
written notice each Plan Year to all Active Participants of their rights and
obligations under the Plan, the Plan shall be deemed to satisfy the “ADP” test
and, under certain circumstances, the “ACP” test.


(b)                                  o                                    Additional Matching Employer Contributions - The Employer
may at Plan Year end make an additional Matching Employer Contribution equal to
a percentage declared by the Employer, through a Board of Directors’ Resolution
(or by a Letter of Intent for a sole proprietor or partnership), of 


 


11





















 


                                                                                                the Deferral
Contributions made by each Participant during the Plan Year.  (Only if
Option 1.10(a)(1) or (3) is checked.)  The Board of Directors’ Resolution (or Letter
of Intent, if applicable) may limit the Deferral Contributions matched to a
specified percentage of Compensation or limit the amount of the match to a
specified dollar amount.


(1)                                 o                                    4% Limitation on Additional Matching Employer Contributions for Deemed
Satisfaction of “ACP” Test - In no event may the
dollar amount of the additional Matching Employer Contribution made on a
Participant’s behalf for the Plan Year exceed 4% of the Participant’s
Compensation for the Plan Year.  (Only if Option 1.10(a)(3), Safe Harbor Matching Employer
Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions is checked.)


Note:  If the Employer elected Option 1.10(a)(3), Safe Harbor
Matching Employer Contributions, above and wants to be deemed to have satisfied
the “ADP” test for Plan Years beginning on or after January 1, 1999, the
additional Matching Employer Contribution must meet the requirements of Section
6.10.  In addition to the foregoing
requirements, if the Employer elected either Option 1.10(a)(3), Safe Harbor
Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula,
with respect to Nonelective Employer Contributions, and wants to be deemed to
have satisfied the “ACP” test with respect to Matching Employer Contributions
for the Plan Year, the Deferral Contributions matched may not exceed the
limitations in Section 6.11.


(c)                                  Contribution Period for Matching Employer Contributions - The
Contribution Period for purposes of calculating the amount of basic Matching
Employer Contributions described in Subsection 1.10(a) is:


(1)                                 o                                    each Plan Year.


(2)                                 þ                                      each payroll
period.


The Contribution Period
for additional Matching Employer Contributions described Subsection 1.10(b) in
the Plan Year.


(d)                                  Continuing Eligibility Requirement(s) - A
Participant who makes Deferral Contributions during a Contribution Period shall
only be entitled to receive Matching Employer Contributions under Section 1.10
for that Contribution Period if the Participant satisfies the following
requirement(s) (Check the appropriate box(es). 
Options (3) and (4) may not be elected together; Option (5) may not be
elected with Option (2), (3), or (4); Options (2), (3), (4), (5) and (7) may
not be elected with respect to basic Matching Employer Contributions if Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):


 


12





















 


(1)                                 þ                                    No requirements.


(2)                                 o                                    Is employed by
the Employer or a Related Employer on the last day of the Plan Year.  (Only if the Contribution Period is the Plan Year.)


(3)                                 o                                    Earns at least
501 Hours of Service during the Plan Year. 
(Only if the Contribution Period is the Plan
Year.)


(4)                                 o                                    Earns at least
1,000 Hours of Service during the Plan Year. 
(Only if the Contribution Period is the Plan
Year.)


(5)                                 o                                    Either earns at
least 501 Hours of Service during the Plan Year or is employed by the Employer
or a Related Employer on the last day of the Plan Year.  (Only if the Contribution
Period is the Plan Year.)


(6)                                 o                                    Is not a Highly
Compensated Employee for the Plan Year.


(7)                                 o                                    Is not a
partner or a member of the Employer, if the Employer is a partnership or an
entity taxed as a partnership.


(8)                                 o                                    Special
continuing eligibility requirement(s) for additional Matching Employer
Contributions.  (Only if Options 1.10(a)(3), Safe Harbor Matching Employer and (b),
Additional Matching Employer Contributions, are checked.)


(A)                               The continuing
eligibility requirement(s) for additional Matching Employer Contributions
is/are:  ____________ (Fill in number of applicable eligibility requirement(s) from above.)


Note:  If Option (2), (3), (4), or (5) above is selected,
then Matching Employer Contributions can only be funded
by the Employer after the Plan Year ends.  Matching Employer Contributions funded during
the Plan Year shall not be subject to the eligibility requirements of Option
(2), (3), (4), or (5).  If Option (2),
(3), (4), or (5) is adopted during a Plan Year, as applicable, such Option
shall not become effective until the first day of the next Plan Year.


(e)                                  þ            Qualified Matching Employer Contributions - The Employer
may make a Qualified Matching Employer Contribution that may be used to satisfy
the “ADP” test on Deferral Contributions and excluded in applying the “ACP”
test on Employee and Matching Employer Contributions.  Qualified Matching Employer Contributions
shall be allocated to Participants who meet the continuing eligibility
requirement(s) described in Subsection 1.10(d) above and who are Non-Highly
Compensated Employees for the Plan Year.


 


13





















 


Note:  Qualified Matching Contributions may not be
excluded in applying the “ACP” test for a Plan Year if the Employer elected
Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions, and the “ADP” test is deemed satisfied under Section 6.10 for
such Plan Year.


1.11        NONELECTIVE
EMPLOYER CONTRIBUTIONS


 


Note:  An Employer may elect both a fixed formula and a
discretionary formula.  If both are
selected, the discretionary formula shall be treated as an additional
Nonelective Employer Contribution and allocated separately in accordance with
the allocation formula selected by the Employer.


(a)                                  o            Fixed Formula:  An Employer may elect both the
Safe Harbor Formula and one of the other fixed formulas.  Otherwise, the Employer may only select one
of the following.)


(1)                                 o                                    Fixed Percentage Employer Contribution - For each Plan Year, the
Employer shall contribute for each eligible Active Participant an amount equal
to ___% (not to exceed 15% for Plan Years
beginning prior to 2002 and 25% for Plan Years beginning on or after January 1,
2002) of such Active Participant’s Compensation.


(2)                                 o                                    Fixed Flat Dollar Employer Contribution - For each Plan Year,
the  Employer shall contribute for each
eligible Active Participant an amount equal to $           .


(3)                                 o                                    Safe Harbor Formula - Effective only with respect to Plan Years
that begin on or after January 1, 1999, the Nonelective Employer Contribution
specified in the Safe Harbor Nonelective Employer Contribution Addendum is
intended to satisfy the safe harbor contribution requirements under the Code
such that the “ADP” test (and, under certain circumstances, the “ACP” test) is
deemed satisfied.  Please complete the
Safe Harbor Nonelective Employer Contribution Addendum to the Adoption
Agreement.  (Choose only if Option 1.07(a), Deferral Contributions, is checked.)


(b)                                  þ            Discretionary Formula - The Employer may decide each
Plan Year whether to make a discretionary Nonelective Employer Contribution on
behalf of eligible Active Participants in accordance with Section 5.10.  Such contributions shall be allocated to
eligible Active Participants based upon the following (check (1) or (2)):


(1)                                 o                                    Non-integrated Allocation Formula - In the ratio that each
eligible Active Participant’s Compensation bears to the total 


 


14





















 


                                                                                                Compensation
paid to all eligible Active Participants for the Plan Year.


(2)                                 þ                                    Integrated Allocation Formula - As (A) a percentage of
each eligible Active Participant’s Compensation plus (B) a percentage of each
eligible Active Participant’s Compensation in excess of the “integration level”
as defined below.  The percentage of
Compensation in excess of the “integration level” shall be equal to the lesser
of the percentage of the Active Participant’s Compensation allocated under (A)
above or the “permitted disparity limit” as defined below.


Note:  An Employer that has elected the Safe Harbor formula
in Subsection 1.11(a)(3) above may not take Nonelective Employer Contributions
made to satisfy the safe harbor into account in applying the integrated
allocation formula described above.


“Integration level” means
the Social Security taxable wage base for the Plan Year, unless the Employer
elects a lesser amount in (A) or (B) below.


(A)                               100% (not to exceed 100%) of the Social Security
taxable wage base for the Plan Year, or


(B)                               $       
(not to exceed the Social Security taxable
wage base).


“Permitted disparity
limit” means the percentage provided by the following table:


	
  The
  “Integration Level” is ___% of the Taxable Wage Base

  	
   

  	
  The
  “Permitted Disparity Limit” is

  
	
   

  	
   

  	
   

  
	
  20% or
  less

  	
   

  	
  5.7%

  
	
  More
  than 20%, but not more than 80%

  	
   

  	
  4.3%

  
	
  More
  than 80%, but less than 100%

  	
   

  	
  5.4%

  
	
  100%

  	
   

  	
  5.7%

  



Note:  An Employer who maintains any other plan that provides
for Social Security Integration (permitted disparity) may not elect Option
1.11(b)(2).


(c)                                  Continuing Eligibility Requirement(s) - A
Participant shall only be entitled to receive Nonelective Employer
Contributions for a Plan Year under this Section 1.11 if the Participant
satisfies the following requirement(s) (Check the appropriate box(es) - Options
(3) and (4) may not be elected together; Option (5) 


 


15





















 


                                                may not be
elected with Option (2), (3), or (4); Options (2), (3), (4), or (5) may not be
elected with respect to Nonelective Employer Contributions under the fixed
formula if Option 1.11(a)(3), Safe Harbor Formula, is checked):


(1)                                 o                                    No
requirements.


(2)                                 þ                                    Is employed by
the Employer or a Related Employer on the last day of the Plan Year.


(3)                                 þ                                    Earns at least
501 Hours of Service during the Plan Year.


(4)                                 o                                    Earns at least
1,000 Hours of Service during the Plan Year.


(5)                                 o                                    Either earns at
least 501 Hours of Service during the Plan Year or is employed by the Employer
or a Related Employer on the last day of the Plan Year.


(6)                                 o                                    Special
continuing eligibility requirement(s) for discretionary Nonelective Employer
Contributions.  (Only if both Options 1.11(a)(3), safe harbor Nonelective Employer
Contribution, and 1.11(b), discretionary Nonelective Employer Contributions,
are checked.)


(A)                               The continuing
eligibility requirement(s) for discretionary Nonelective Employer Contributions
is/are:  _______ (Fill in number of
applicable eligibility requirement(s) from above.)


Note: 
If Option (2), (3), (4), or (5) above is selected then Nonelective
Employer Contributions can only be funded by the
Employer after the Plan Year ends.  Nonelective Employer Contributions funded
during the Plan Year shall not be subject to the eligibility requirements of
Option (2), (3), (4), or (5).  If Option
(2), (3), (4), or (5) is adopted during a Plan Year, such Option shall not
become effective until the first day of the next Plan Year.


1.12        EXCEPTIONS
TO CONTINUING ELIGIBILITY REOUIREMENTS


 


o                                    Death, Disability, and Retirement Exception to Eligibility Requirements - Active Participants who do not meet
any last day or Hours of Service requirement under Subsection 1.10(d) or
1.11(c) because they become disabled, as defined in Section 1.14, retire, as
provided in Subsection 1.13(a), (b), or (c), or die shall nevertheless receive
an allocation of Nonelective Employer and/or Matching Employer
Contributions.  No Compensation shall be
imputed to Active Participants who become disabled for the period following
their disability.


 


16

















 


1.13        RETIREMENT


 


(a)                                  The Normal Retirement Age under the Plan is (check one):


(1)                                 þ                                    age 65.


(2)                                 o                                    age ___
(specify between 55 and 64).


(3)                                 o                                    later of age            
(not to exceed 65) or the fifth
anniversary of the Participant’s Employment Commencement Date.


(b)                                  þ            The Early Retirement Age is the first day of the month after the
Participant attains age 55.0 (specify 55
or greater) and completes 5.0 years of
Vesting Service.


Note:  If this Option is elected, Participants who are
employed by the Employer or a Related Employer on the date they reach Early
Retirement Age shall be 100% vested in their Accounts under the Plan.


(c)                                  þ                                    A Participant who becomes disabled, as defined in Section 1.14, is
eligible for disability retirement.


Note:  If this Option is elected, Participants who are
employed by the Employer or a Related Employer on the date they become disabled
shall be 100% vested in their Accounts under the Plan.


1.14        DEFINITION
OF DISABLED


 


A Participant is disabled if he/she (check the appropriate box(es)):


(a)                                  o                                    satisfies the
requirements for benefits under the Employer’s long-term disability plan.


(b)                                  þ                                    satisfies the
requirements for Social Security disability benefits.


(c)                                  þ                                    is determined
to be disabled by a physician approved by the Employer.


1.15        VESTING


 


A Participant’s vested interest in Matching Employer Contributions
and/or Nonelective Employer Contributions, other than Safe Harbor Matching
Employer and/or Safe Harbor Nonelective Employer Contributions elected in
Subsection 1.10(a)(3) or 1.11(a)(3), shall be based upon his years of Vesting
Service and the schedule selected below.


 


17

















 


(a)                                  Vesting Schedule


Note: 
The vesting schedule selected below applies only to Nonelective Employer
Contributions and Matching Employer Contributions other than safe harbor
contributions under Option 1.11(a)(3) or Option 1.10(a)(3).  Safe Harbor contributions under Options
1.11(a)(3) and 1.10(a)(3) are always 100% vested immediately.


(1)                                 Nonelective Employer Contributions and Matching Employer Contributions (check one):


(A)                               o                                    N/A - No
Employer Contributions other than safe harbor Nonelective Employer
Contributions and/or safe harbor Matching Employer Contributions


(B)                               o                                    100% Vesting
immediately


(C)                               þ                                    3 year cliff
(see C below)


(D)                               o                                    6 year
graduated (see D below)


(E)                                 o                                    Other vesting
(complete E below)


	
  Years of Vesting Service

  	
   

  	
  Applicable Vesting Schedule(s)

  	
   

  
	
   

  	
   

  	
  C

  	
   

  	
  D

  	
   

  	
  E

  	
   

  
	
  0

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  —

  	
  %

  
	
  1

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  —

  	
  %

  
	
  2

  	
   

  	
  0

  	
  %

  	
  20

  	
  %

  	
  —

  	
  %

  
	
  3

  	
   

  	
  100

  	
  %

  	
  40

  	
  %

  	
  —

  	
  %

  
	
  4

  	
   

  	
  100

  	
  %

  	
  60

  	
  %

  	
  —

  	
  %

  
	
  5

  	
   

  	
  100

  	
  %

  	
  80

  	
  %

  	
  —

  	
  %

  
	
  6 or more

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  __

  	
  %

  



 


Note:  A
schedule elected under E above must be
at least as favorable as one of the schedules in C
or D above.


1.16        PREDECESSOR
EMPLOYER SERVICE


 


o                                    Service for purposes of
eligibility in Subsection 1.04(b) and vesting in Subsection 1.15(a) of this
Plan shall include service with the following predecessor employer(s):


 


18

















 


1.17        PARTICIPANT
LOANS


 


Participant
loans (check
one):


(a)                                  þ            are allowed in accordance with Article 9 and loan procedures outlined
in the Service Agreement.


(b)                                  o            are not allowed.


1.18        IN-SERVICE
WITHDRAWALS


 


Participants
may make withdrawals prior to termination of employment under the following
circumstances
(check the appropriate box(es)):


(a)                                  þ            Hardship Withdrawals - Hardship withdrawals from a
Participant’s Deferral Contributions Account shall be allowed in accordance
with Section 10.05, subject to a $500 minimum amount.


(b)                                  þ            Age 59 1/2 - Participants shall be entitled to receive a
distribution of all or any portion of the following Accounts upon attainment of
age 59 1/2 (check one):


(1)                                 o            Deferral Contributions Account


(2)                                 þ            All vested account balances.


(c)                                  Withdrawal of Employee Contributions and Rollover Contributions -


(1)                                 Employee
Contributions may be withdrawn in accordance with Section 10.02 at any time.


(2)                                 Rollover
Contributions may be withdrawn in accordance with Section 10.03 at any time.


(d)                                  o            Protected In-Service Withdrawal Provisions - Check if
the Plan was converted by 


plan
amendment or received transfer contributions from another defined contribution
plan, and benefits under the other defined contribution plan were payable as
(check the appropriate box(es)):


(1)                                 o            an in-service withdrawal of vested employer
contributions maintained in a Participant’s Account (check (A) and/or (B)):


(A)                               o            for at least _______ (24 or more)
months.


(B)                               o            after the Participant has at least
60 months of participation.


 


19





















 


(2)                                 o                                    another
in-service withdrawal option that is a “protected benefit” under Code Section
411(d)(6).  Please complete the Protected
In-Service Withdrawals Addendum to the Adoption Agreement identifying the
in-service withdrawal option(s).


1.19        FORM
OF DISTRIBUTIONS


 


Subject
to Section 13.01, 13.02 and Article 14, distributions under the Plan shall be
paid as provided below.  (Check the
appropriate box(es).):


(a)                                  Lump Sum Payments - Lump sum payments are
always available under the Plan.


(b)                                  o            Installments Payments - Participants may elect
distribution under a systematic withdrawal plan (installments).


(c)                                  þ            Annuities (Check if the Plan is retaining any annuity
form(s) of payment.)


(1)                                 An annuity form
of payment is available under the Plan for the following reason(s) (check(A)
and/or (B), as applicable):


(A)                               þ            As a result of the Plan’s receipt of
a transfer of assets from a defined contribution plan or pursuant to the Plan
terms prior to the Amendment Effective Date specified in Section 1.01(g)(2),
benefits were previously payable in the form of an annuity that the Employer
elects to continue to be offered as a form of payment under the Plan.


(B)                               o            The Plan received a transfer of
assets from a defined benefit plan or another defined contribution plan that
was subject to the minimum funding requirements of Code Section 412 and
therefore an annuity form of payment is a protected benefit under the Plan in
accordance with Code Section 411(d)(6).


(2)                                 The normal form
of payment under the Plan is (check (A) or (B)):


(A)                               o            A lump sum payment.


(i)                                    Optional
annuity forms of payment (check (I) and/or (II), as applicable).  (Must
check and complete (I) if a life annuity is one of the optional annuity forms
of payment under the Plan.)


(I)    o                               A married Participant who elects an annuity
form of payment shall receive a qualified joint and ___% (at least
50%) survivor 


 


20

















 


                                                                                                annuity. 
An unmarried Participant shall receive a single life annuity, unless a
different form of payment is specified below:


                                                                                                


(II)                                o                                    Other annuity form(s) of payment.       Please complete Subsection (a) of the
Forms of Payment Addendum describing the other annuity form(s) of payment
available under the Plan.


(B)                               þ            A life annuity (complete (i) and
(ii) and check (iii) if applicable).


(i)                                    The normal form
for married Participants is a qualified joint and 50% (at least 50%) survivor annuity.  The normal form for unmarried Participants is
a single life annuity, unless a different annuity form is specified below:


                                                                                                                                


(ii)                                The qualified
preretirement survivor annuity provided to a Participant’s spouse is purchased
with 100% (at least 50%) of
the Participant’s Account.


(iii)     þ            Other annuity form(s) of
payment.  Please complete


Subsection (a) of the Forms of Payment Addendum describing the other
annuity form(s) of payment available under the Plan.


(d)      o                       Other Non-Annuity Forms of Payment - As a result of the Plan’s
receipt of a transfer of assets from another plan or pursuant to the Plan terms
prior to the Amendment Effective Date specified in 1.01(g)(2), benefits were
previously payable in the following form(s) of payment not described in (a),
(b) or (c) above and the Plan will continue to offer these form(s) of payment:


____________________________________


(e)      o        Eliminated
Forms of Payment Not Protected Under Code Section 411(d)(6).  Check if either (1) under the Plan terms
prior to the Amendment Effective Date or (2) under the terms of another plan
from which assets were transferred, benefits were payable in a form of payment that
will cease to be offered after a specified date.  Please complete 


 


21





















 


                                                                                                Subsection (b)
of the Forms of Payment Addendum describing the forms of payment previously
available and the effective date of the elimination of the form(s) of payment.


1.20        TIMING
OF DISTRIBUTIONS


 


Distribution
shall be made to an eligible Participant from his vested interest in his
Account as soon as reasonably practicable following the date the Participant’s
application for distribution is received by the Administrator, but in no event
later than his Required Beginning Date, as defined in Subsection 2.01(ss).


1.21        TOP
HEAVY STATUS


 


(a)                                  The Plan shall be subject to the Top-Heavy Plan requirements of Article
15 (check one):


(1)                                 o                                    for each Plan
Year, whether or not the Plan is a “top-heavy plan” as defined in Subsection
15.01(f).


(2)                                 þ                                    for each Plan
Year, if any, for which the Plan is a “top-heavy plan” as defined in Subsection
15.01(f).


(3)                                 o                                    Not
applicable.  (Choose only if Plan covers only employees subject to a collective
bargaining agreement.)


(b)                                  In determining whether the Plan is a “top-heavy plan” for an Employer
with at least one defined benefit plan, the following assumptions shall apply:


(1)                                 o                                    Interest
rate:  ___% per annum.


(2)                                 o                                    Mortality
table:  ______________.


(3)                                 þ                                    Not
applicable.  (Choose only if either (A) Plan covers only employees subject to a
collective bargaining agreement or (B) Employer does not maintain and has never
maintained any defined benefit plan during the five-year period ending on the
applicable “determination date”, as defined in Subsection 15.01(a).)


(c)                                  If the Plan is or is treated as a “top-heavy plan” for a Plan Year,
each non-key Employee shall receive an Employer Contribution of at least 3.0 (3, 4, 5, or 7 1/2)%
of Compensation for the Plan Year in accordance with Section 15.03.  The minimum Employer Contribution provided in
this Subsection 1.21(c) shall be made under this Plan only if the Participant
is not entitled to such contribution under another qualified plan of the
Employer, unless the Employer elects otherwise below:


 


22





















 


(1)                                 o                                    The minimum
Employer Contribution shall be paid under this Plan in any event.


(2)                                 o                                    Another method
of satisfying the requirements of Code Section 416.  Please complete the 416 Contribution Addendum
to the Adoption Agreement describing the way in which the minimum contribution
requirements will be satisfied in the event the Plan is or is treated as a “top-heavy
plan”.


(3)                                 o                                    Not
applicable.  (Choose only if Plan covers only employees subject to a collective
bargaining agreement.)


Note:  The minimum Employer contribution may be less than the
percentage indicated in Subsection 1.21(c) above to the extent provided in
Section 15.03.


(d)                                  If the Plan is or is treated as a “top-heavy plan” for a Plan Year and
no vesting schedule was elected in Subsection 1.15(a)(1), for such Plan Year
and each Plan Year thereafter, the following vesting schedule shall apply (Only if
Option 1.01(b)(1), 401(k) Only, is checked) (check one):


(1)                                 o                                    Not
applicable.  (Choose only if Plan covers only employees subject to a collective
bargaining agreement.)


(2)                                 o                                    100% vested
after, ____ (not in excess of 3)
years of Vesting Service.


(3)                                 o                                    Graded vesting:


	
   

  	
  Years
  of Vesting Service

  	
   

  	
  Vesting
  Percentage

  	
   

  	
  Must be
  at Least

  
	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0%

  
	
   

  	
  1

  	
   

  	
   

  	
   

  	
  0%

  
	
   

  	
  2

  	
   

  	
   

  	
   

  	
  20%

  
	
   

  	
  3

  	
   

  	
   

  	
   

  	
  40%

  
	
   

  	
  4

  	
   

  	
   

  	
   

  	
  60%

  
	
   

  	
  5

  	
   

  	
   

  	
   

  	
  80%

  
	
   

  	
  6 or more

  	
   

  	
   

  	
   

  	
  100%

  



 


1.22        CORRECTION TO MEET 415 REQUIREMENTS
UNDER MULTIPLE DEFINED CONTRIBUTION PLANS


 


If the Employer maintains
other defined contribution plans, annual additions to a Participant’s Account
shall be limited as provided in Section 6.12 of the Plan to meet the
requirements of Code Section 415, unless the Employer elects otherwise below
and 


 


23

















 


completes the 415
Correction Addendum describing the order in which annual additions shall be
limited among the plans.


(a)                                  o            Other
Order for Limiting Annual Additions.


1.23        INVESTMENT
DIRECTION


 


Participant Accounts
shall be invested in accordance with the investment directions provided to the
Trustee by each Participant for allocating his entire Account among the
Options listed in the Service Agreement.


1.24        RELIANCE
ON OPINION LETTER


 


An adopting Employer may
rely on the opinion letter issued by the Internal Revenue Service as evidence
that this Plan is qualified under Code Section 401 only to the extent provided
in Announcement 2001-77, 2001-30 I.R.B. 
The Employer may not rely on the opinion letter in certain other
circumstances or with respect to certain qualification requirements, which are
specified in the opinion letter issued with respect to this Plan and in
Announcement 2001-77.  In order to have
reliance in such circumstances or with respect to such qualification requirements,
application for a determination letter must be made to Employee Plans
Determinations of the Internal Revenue Service. 
Failure to fill out the Adoption Agreement properly may result in
disqualification of the Plan.


This Adoption Agreement
may be used only in conjunction with Fidelity Basic Plan Document No 10.  The Prototype Sponsor shall inform the
adopting Employer of any amendments made to the Plan or of the discontinuance
or abandonment of the prototype plan document.


1.25        PROTOTYPE
INFORMATION:


 


	
   

  	
  Name of Prototype Sponsor:

  	
  Fidelity Management & Research Company

  
	
   

  	
  Address of Prototype Sponsor:

  	
  82 Devonshire Street 

  Boston, MA  02109

  
	
   

  	
   

  	
   

  



Questions regarding this
prototype document may be directed to the following telephone number:  1-800-343-9184.


 


24

















EXECUTION PAGE


(Fidelity’s Copy)


IN WITNESS WHEREOF, the Employer has caused this
Adoption Agreement to be executed this 3rd day of December, 2004.


 


	
   

  	
  Employer:

  	
  VONAGE

  
	
   

  	
  By:

  	
  /s/ John Rego

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  Employer:

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
  Accepted by:

  	
   

  	
   

  
	
  Fidelity Management Trust Company, as Trustee

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Title

  	
   

  	
   

  	
   

  	
   

  
						



 


 


25

















EXECUTION PAGE


(Employer’s Copy)


IN WITNESS WHEREOF, the Employer has caused this
Adoption Agreement to be executed this 18th day of November, 2004.


 


	
   

  	
  Employer:

  	
  VONAGE

  
	
   

  	
  By:

  	
  /s/ John Rego

  
	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  Employer:

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
  Accepted by:

  	
   

  	
   

  
	
  Fidelity Management Trust Company, as Trustee

  	
   

  	
   

  
	
  By:

  	
  /s/ Delphia D. Lawrence

  	
   

  	
  Date:

  	
  11/22/04

  
	
  Title

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
						



 


 


26

















 


AMENDMENT EXECUTION PAGE


This page is to be
completed in the event the Employer modifies any prior election(s) or makes a
new election(s) in this Adoption Agreement. 
Attach the amended page(s) of the Adoption Agreement to this execution
page.


The following section(s)
of the Plan are hereby amended effective as of the date(s) set forth below:


	
  Section Amended

  	
  Page

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



IN WITNESS WHEREOF,
the Employer has caused this Amendment to be executed this ______ day of
______________, _____.


	
  Employer:

  	
   

  	
   

  	
  Employer:

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted by:

  	
   

  	
   

  	
   

  
	
  Fidelity Management Trust Company, as Trustee

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


 


27

















 


ADDENDUM


Re:  SPECIAL EFFECTIVE DATES

for


Plan Name:           Vonage
401(k) Retirement Plan


(a)      o                 Special Effective Dates for Other Provisions - The
following provisions (e.g., new eligibility requirements, new contribution
formula, etc.) shall be effective as of the dates specified herein:


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


 


(b)                                                                                  o            Plan Merger Effective Dates - The following plan(s) were
merged into the Plan after the Effective Date indicated in Subsection
1.01(g)(1) or (2), as applicable.  The
provisions of the Plan are effective with respect to the merged plan(s) as of
the date(s) indicated below:


	
  (1)

  	
  Name of merged plan:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Effective date:

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Name of merged plan:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Effective date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  Name of merged plan:

  	
   

  
	
   

  	
   

  
	
   

  	
  Effective date:

  	
   

  	
   

  
						



 


28

















 


	
   

  	
  (4)

  	
  Name of merged plan:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Effective date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (5)

  	
  Name of merged plan:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Effective date:

  	
   

  	
   

  
						



 


29

















 


ADDENDUM


Re:  SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION

for


Plan Name:           Vonage
401(k) Retirement Plan


(a)                                  Safe Harbor Matching Employer Contribution Formula


Note: 
Matching Employer Contributions made under this Option must be 100%
vested when made and may only be distributed because of death, disability,
separation from service, age 59 1/2, or termination of the Plan without the
establishment of a successor plan.  In
addition, each Plan Year, the Employer must provide written notice to all
Active Participants of their rights and obligations under the Plan.


(1)                                 o            100% of the first 3% of the Active
Participant’s Compensation contributed to the Plan and 50% of the next 2% of
the Active Participant’s Compensation contributed to the Plan.


(A)                               o            Safe harbor Matching Employer
Contributions shall not be made on behalf of Highly Compensated
Employees.


Note: 
If the Employer selects this formula and does not elect Option
1.10(b), Additional Matching Employer Contributions, Matching Employer
Contributions will automatically meet the safe harbor contribution requirements
for deemed satisfaction of the “ACP” test. 
(Employee Contributions must still be tested.)


(2)                                 o            Other Enhanced Match:


____% of the first ____%
of the Active Participant’s Compensation contributed to the plan,


____% of the first ____%
of the Active Participant’s Compensation contributed to the plan,


____% of the first ____%
of the Active Participant’s Compensation contributed to the plan.


Note: 
To satisfy the safe harbor contribution requirement for the “ADP” test,
the percentages specified above for Matching Employer Contributions may not
increase as the percentage of Compensation contributed increases, and the
aggregate amount of Matching Employer Contributions at such rates must at least
equal the aggregate amount of 


 


30

















 


Matching Employer
Contributions which would be made under the percentages described in (a)(1) of
this Addendum.


(A)                               o                                    Safe harbor
Matching Employer Contributions shall not be made on behalf of Highly
Compensated Employees.


(B)                               o                                    The formula
specified above is also intended to satisfy the safe harbor contribution
requirement for deemed satisfaction of the “ACP” test with respect to Matching
Employer Contributions.


Note: 
To satisfy the safe harbor contribution requirement for the “ACP” test,
the Deferral Contributions matched cannot exceed 6% of a Participant’s
Compensation.


 


31

















ADDENDUM


Re:  SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION

for


Plan Name:  Vonage
401(k) Retirement Plan


(a)                                  Safe Harbor Nonelective Employer Contribution Election


(1)                                 o                                    For each Plan
Year, the Employer shall contribute for each eligible Active Participant an
amount equal to ______% (not less than 3% nor
more than 15%) of such Active Participant’s Compensation.


(2)                                 o                                    The Employer
may decide each Plan Year whether to amend the Plan by electing and completing
(A) below to provide for a contribution on behalf of each eligible Active
Participant in an amount equal to at least 3% of such Active Participant’s
Compensation.


Note: 
An Employer that has selected Subsection (a)(2) above must amend the
Plan by electing (A) below and completing the Amendment Execution Page no later
than 30 days prior to the end of each Plan Year for which safe harbor
Nonelective Employer Contributions are being made.


(A)                               o                                    For the Plan
Year beginning __________, the Employer shall contribute for each eligible
Active Participant an amount equal to __________% (not less than 3% nor more
than 15%) of such Active Participant’s Compensation.


Note: 
Safe Harbor Nonelective Employer Contributions must be 100% vested when
made and may only be distributed because of death, disability, separation from
service, age 59 1/2, or termination of the Plan without the establishment of a
successor plan.  In addition, each Plan
Year, the Employer must provide written notice to all Active Participants of
their rights and obligations under the Plan.


(b)                                                                                  o                                    Safe harbor
Nonelective Employer Contributions shall not be made on behalf


of Highly Compensated Employees.


(c)                                                                                  o                                    In conjunction
with its election of the safe harbor described above, the


Employer
has elected to make Matching Employer Contributions under Subsection 1.10 that
are intended to meet the requirements for deemed satisfaction of the “ACP” test
with respect to Matching Employer Contributions.


 


32





















ADDENDUM


Re:  PROTECTED IN-SERVICE WITHDRAWALS

for


Plan Name:  Vonage
401(k) Retirement Plan


(a)                                  Other In-Service Withdrawal Provisions - Other in-service withdrawal options available under the Plan are
specified below:


 


33





















ADDENDUM


Re:  FORMS OF PAYMENT

for


Plan Name:  Vonage
401(k) Retirement Plan


(a)                                  The following
optional forms of annuity will continue to be offered under the Plan:


Straight life annuity

Single Life Annuity with Installment refund

Fixed period annuities for any period of whole months which is not less than 60
and does not exceed the Life Expectancy of the member where the Life Expectancy
is no recalculated

Single life annuities with certain periods of 5, 10 or 15 years

Survivorship life annuities with installment refund and survivor percentages of
66 2/3% or 100%


(b)                                  The following
forms of payment were previously available under the Plan but will be
eliminated as of the date specified in subsection (4) below (check the
applicable (box(es) and complete (4)):


(1)                                 o            Installment Payments.


(2)                                 o            Annuities.


(A)                               o                                    The normal form
of payment under the Plan was a lump sum and all optional annuity forms of
payment not listed under Section 1.19(c)(2)(A)(i) are eliminated.  The eliminated forms of payment include the
following:


 


(B)                               o                                    The normal form
of payment under the Plan was a life annuity and all annuity forms of payment
not listed under Section 1.19(c)(2)(B) are eliminated.  (Complete (i) and (ii) and, if applicable, (iii).)


(i)                                    The normal form
of payment for married Participants was a qualified joint and ___% (at least 50%) survivor annuity.  The normal form for unmarried Participants
was a single life annuity, unless a different form is specified below:


                _______________________________________


 


34





















 


(ii)                                The qualified
preretirement survivor annuity provided to a Participant’s spouse was purchase
with _% (at least 50%) of the
Participant’s Account.


(iii)                            The other
annuity form(s) of payment previously available under the Plan included the
following:


 


(3)                                 o                                    Other Non-Annuity Forms of Payment.  All other non-annuity forms of payment that
are not listed in Section 1.19(d) but that were previously available under the
Plan are eliminated.  The eliminated
non-annuity forms of payment include the following:


________________________________________________


(4)                                 The form(s) of
payment described in this Subsection (b) will not be offered to Participants
who have an Annuity Starting Date which occurs on or after ________ (cannot be earlier than September 6, 2000).  Notwithstanding the date entered above, the
forms of payment described in this Subsection (b) will continue to be offered
to Participants who have an Annuity Starting Date that occurs (1) within 90
days following the date the Employer provides affected Participants with a
summary that satisfies the requirements of 29 CFR 2520.104b-3 and that notifies
them of the elimination of the applicable form(s) of payment, but (2) no later
than the first day of the second Plan Year following the Plan Year in which the
amendment eliminating the applicable form(s) of payment is adopted.


 


35





















ADDENDUM


Re:  415 CORRECTION

for


Plan Name:  Vonage
401(k) Retirement Plan


(a)                                  Other Formula for Limiting Annual Additions to Meet 415 -If the
Employer, or any employer required to be aggregated with the Employer under
Code Section 415, maintain any other qualified defined contribution plans or
any “welfare benefit fund”, “individual medical account”, or “simplified
medical account”, annual additions to such plans shall be limited as follows to
meet the requirements of Code Section 415:


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


36

















ADDENDUM

Re:  416 CONTRIBUTION

for


Plan Name:  Vonage
401(k) Retirement Plan


(a)                                  Other Method of Satisfying the Requirements of 416 - If the
Employer, or any employer required to be aggregated with the Employer under
Code Section 416, maintains any other qualified defined contribution or defined
benefit plans, the minimum benefit requirements of Code Section 416 shall be
satisfied as follows:


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


37

















THE CORPORATEPLAN FOR RETIREMENTSM 100 (PROFIT SHARING/401(K)
PLAN)


ADDENDUM TO ADOPTION
AGREEMENT


FIDELITY BASIC PLAN DOCUMENT
No. 10


RE:  ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION
ACT OF 2001 (“EGTRRA”) AMENDMENTS for


Plan Name:  Vonage
401(k) Retirement Plan


PREAMBLE


Adoption and Effective Date of
Amendment.  This amendment of the Plan is adopted to
reflect certain provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001 (“EGTRRA”).  This amendment
is intended as good faith compliance with the requirements of EGTRRA and is to
be construed in accordance with EGTRRA and guidance issued thereunder.  Except as otherwise provided below, this
amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.


Supersession of Inconsistent
Provisions.  This amendment shall supersede the provisions
of the Plan to the extent those provisions are inconsistent with the provisions
of this amendment.


(a)                                  Catch-up Contributions. 
The Employer must select either (1) or (2) below to indicate whether
eligible Participants age 50 or older by the end of a calendar year will be
permitted to make catch-up contributions to the Plan, as described in Section
5.03(b)(1):


(1)                                  þ            Catch-up
contributions shall apply effective January 1, 2002, unless a later effective
date is specified herein,


(2)                                  o            Catch-up
contributions shall not apply.


Note: 
The Employer must not select
(a)(1) above unless all plans of all employers treated, with the Employer, as a
single employer under subsections (b), (c), (m), or (o) of Code Section 414
also permit catch up contributions (except a plan maintained by the Employer
that is qualified under Puerto Rico law), as provided in Code Section 414(v)(4)
and IRS guidance issued thereunder.  The
effective date applicable to catch-up contributions must likewise be consistent
among all plans described immediately above, to the extent required in Code
Section 414(v)(4) and IRS guidance issued thereunder.


(b)                                  Plan Limit on Elective
Deferral for Plans Permitting Catch-up Contributions. 
This Section (b) is inapplicable if the Plan converted to this Fidelity
document from any other document effective after April 1, 2002.


For Plans that permit catch-up
contributions beginning on or before April 1, 2002, pursuant to (a)(1) above,
the 60% Plan Limit described in Section 5.03(b)(2) shall apply 


 


38

















beginning April 1, 2002,
unless (b)(1) or (b)(2) is selected below. 
For Plans that permit catch up contributions beginning after April 1,
2002, pursuant to (a)(1) above, the Plan Limit set out in Section 1.07(a)(1)
shall continue to apply unless and until the Employer’s election in (b)(2)
below, if any, provides for a change in the Plan Limit.


(1)           o            The Plan Limit set out in Section
1.07(a)(1) shall continue to apply on and
                                after
April 1, 2002.


(2)           o            The Plan Limit set out in Section
l.07(a)(1) shall continue to apply until
                                _____________
(cannot be before April 1, 2002), and the Plan Limit after
                                that date
shall be ______% of Compensation each payroll period.


(c)                                  Matching Employer
Contributions on Catch-up Contributions.  The Employer
must select the box below only if the Employer selected (a)(1) above, and the
Employer wants to provide Matching Employer Contributions on catch-up
contributions.  In that event, the same
rules that apply to Matching Employer Contributions on Deferral Contributions
other than catch-up contributions will apply to Matching Employer Contributions
on catch-up contributions.


o                                    Notwithstanding anything in 2.01(l) to
the contrary, Matching Employer Contributions under Section 1.10 shall apply to
catch-up contributions described in Section 5.03(b)(1).


(d)                                  Rollovers of After-Tax
Employee Contributions to the Plan.  The Employer
must mark the box below only if the Employer does not want the Plan to
accept Participant Rollover Contributions of qualified plan after-tax employee
contributions, as described in Section 5.06, which would otherwise be effective
for distributions after December 31, 2001:


o                                    Participant Rollover Contributions or
direct rollovers of qualified plan after-tax employee contributions shall not
be accepted by the Plan at any time.


(e)                                  Application of the Same
Desk Rule.  The Employer must mark the box below only if
the Employer wants to discontinue the application of the same desk rule set
forth in Section 12.01(a).


þ                                    Effective for distributions from the Plan
after December 31, 2001, or such later date as specified herein ________, a
Participant’s elective deferrals, qualified nonelective contributions and
qualified matching contributions, if applicable, and earnings attributable to
such amounts shall be distributable, upon a severance from employment as
described in Section 12.01(b), effective only for severances occurring after   ______________ (or, if no date is entered,
regardless of when the severance occurred).


 


39

















Amendment Execution

(Fidelity’s Copy)


IN WITNESS WHEREOF, the Employer has caused this
Amendment to be executed this _____ day of __________________, ____.


	
  Employer:

  	
  _________________________

  	
   

  	
  Employer:

  	
  __________________________

  
	
  By:

  	
  _________________________

  	
   

  	
  By:

  	
  __________________________

  
	
  Title:

  	
  _________________________

  	
   

  	
  Title:

  	
  __________________________

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted by:  Fidelity
  Management Trust Company, as Trustee

  	
   

  
	
  By:

  	
  _________________________

  	
   

  	
  Date:

  	
  __________________________

  
	
  Title:

  	
  _________________________

  	
   

  	
   

  	
   

  



 


 


40

















Amendment Execution

(Employer’s Copy)


IN WITNESS WHEREOF, the Employer has caused this
Amendment to be executed this 18th day of November, 2004.


	
  Employer:

  	
  VONAGE

  	
   

  	
  Employer:

  	
  __________________________

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ John
  Rego                                     

  	
   

  	
  By:

  	
  __________________________

  
	
  Title:

  	
  CFO

  	
   

  	
  Title:

  	
  __________________________

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted by: 
  Fidelity Management Trust Company, as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:   s/ Delphia D. Lawrence                              

  	
   

  	
  Date:

  	
  11/22/04

  	
   

  
	
   

  	
       Delphia
  D. Lawrence

  	
   

  	
   

  	
   

  
	
  Title:     Authorized
  Signatory            

  	
   

  	
   

  	
   

  
							



 


 


41

















Amendment Execution

(Employer’s Copy)


IN WITNESS WHEREOF, the Employer has caused this
Amendment to be executed this _____ day of __________________, ____.


 


	
  Employer:

  	
  _________________________

  	
   

  	
  Employer:

  	
  __________________________

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  _________________________

  	
   

  	
  By:

  	
  __________________________

  
	
  Title:

  	
  _________________________

  	
   

  	
  Title:

  	
  __________________________

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted by: 
  Fidelity Management Trust Company, as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  _________________________

  	
   

  	
  Date:

  	
  __________________________

  
	
  Title:

  	
  _________________________

  	
   

  	
   

  	
   

  



 


 


42

















 


AMENDMENT EXECUTION PAGE


This page is to be
completed in the event the Employer modifies any prior election(s) or makes a
new election(s) in this Adoption Agreement. 
Attach the amended page(s) of the Adoption Agreement to this execution
page.


The following section(s)
of the Plan are hereby amended effective as of the date(s) set forth below:


	
  Section Amended

  	
   

  	
  Page

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.07

  	
   

  	
   

  	
   

  	
  01/01/2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



IN WITNESS WHEREOF, the
Employer has caused this Amendment to be executed this 14th day of
November, 2005.


 


	
  Employer:

  	
  Vonage Holdings Corp

  	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Michael Porta

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
  Director of Human Resources

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted by:

  	
   

  
	
   

  	
   

  
	
  Fidelity Management Trust Company, as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Trinidad Salinas

  	
   

  	
  Date:

  	
  12/5/05

  
	
   

  	
  Trinidad Salinas

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  



 


 


 


43

















 


1.07        DEFERRAL
CONTRIBUTIONS


(a)  þ                                                                Deferral Contributions - Participants may elect to
have a portion of their Compensation contributed to the Plan on a before-tax
basis pursuant to Code Section 401(k).


(1)                                 Regular Contributions - The Employer shall make a
Deferral Contribution in accordance with Section 5.03 on behalf of each
Participant who has an executed salary reduction agreement in effect with the
Employer for the payroll period in question, not to exceed 75% of
Compensation for that period.


Note: 
For Limitation Years beginning prior to 2002, the percentage elected
above must be less than 25% in order to satisfy the limitation on annual
additions under Code Section 415 if other types of contributions are provided
under the Plan.


(A)                               o                                    Instead of
specifying a percentage of Compensation, a Participant’s salary reduction
agreement may specify a dollar amount to be contributed each payroll period,
provided such dollar amount does not exceed the maximum percentage of
Compensation specified in Subsection 1.07(a)(1) above.


(B)                               A Participant
may increase or decrease, on a prospective basis, his salary reduction
agreement percentage as of the next Entry Date.


Note:  Notwithstanding the provisions of Subsection
1.07(a)(1)(B), if Option 1.10(a)(3), Safe Harbor Matching Employer
Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
Employer Contributions is checked, the Plan provides that an Active Participant
may change his salary reduction agreement percentage for the Plan Year within a
reasonable period (not fewer than 30 days) of receiving the notice described in
Section 6.10.


(C)                               A Participant
may revoke, on a prospective basis, a salary reduction agreement at any time
upon proper notice to the Administrator but in such case may not file a new
salary reduction agreement until any subsequent Entry Date.


(2)                                 o                                    Additional Deferral Contributions - The Employer may allow
Participants upon proper notice and approval to enter into a special salary
reduction agreement to make additional Deferral Contributions in an amount up
to 100% of their Compensation for the payroll period(s) in the final month of
the Plan Year.


 


44





















 


(3)                                 o                                    Bonus Contributions - The Employer may allow Participants upon
proper notice and approval to enter into a special salary reduction agreement
to make Deferral Contributions in an amount up to 100% of any Employer paid
cash bonuses designated by the Employer on a uniform and non-discriminatory
basis that are made for such Participants during the Plan Year.  The Compensation definition elected by the
Employer in Subsection 1.05(a) must include bonuses if bonus contributions are
permitted.


Note:  A
Participant’s contributions under Subsection 1.07(a)(2) and/or (3) may not cause
the Participant to exceed the percentage limit specified by the Employer in
Subsection 1.07(a)(1) for the full Plan Year. 
If the Administrator anticipates that the Plan will not satisfy the “ADP”
and/or “ACP” test for the year, the Administrator may reduce the rate of
Deferral Contributions of Participants who are Highly Compensated Employees to
an amount objectively determined by the Administrator to be necessary to
satisfy the “ADP” and/or “ACP” test.


 


45

















AMENDMENT EXECUTION PAGE


This page is to be
completed in the event the Employer modifies any prior election(s) or makes a
new election(s) in this Adoption Agreement. 
Attach the amended page(s) of the Adoption Agreement to this execution
page.


The following section(s)
of the Plan are hereby amended effective as of the date(s) set forth below:


	
  Section Amended

  	
   

  	
  Page

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.19(c)

  	
   

  	
   

  	
   

  	
  10/28/2005

  
	
  1.19(d)

  	
   

  	
   

  	
   

  	
  10/28/2005

  
	
  Addendum re: Forms of Payment, (a)

  	
   

  	
   

  	
   

  	
  10/28/2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  



IN WITNESS WHEREOF, the
Employer has caused this Amendment to be executed this 26th day of October,
2005.


 


	
  Employer:

  	
  Vonage Holdings Corp

  	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Michael Porta                                

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
  Director of Human Resources

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted by:

  	
   

  
	
   

  	
   

  
	
  Fidelity Management Trust Company, as Trustee

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


 


46

















 


1.19        FORM
OF DISTRIBUTIONS


* 
*  *  *  *


(c)                                  o            Annuities (Check if the Plan is retaining any annuity
form(s) of payment.)


(1)                                 An annuity form
of payment is available under the Plan for the following reason(s) (check (A)
and/or (B), as applicable):


(A)                               o                                    As a result of
the Plan’s receipt of a transfer of assets from another defined contribution
plan or pursuant to the Plan terms prior to the Amendment Effective Date
specified in Section 1.01(g)(2), benefits were previously payable in the form
of an annuity that the Employer elects to continue to be offered as a form of
payment under the Plan.


(B)                               o                                    The Plan
received a transfer of assets from a defined benefit plan or another defined
contribution plan that was subject to the minimum funding requirements of Code
Section 412 and therefore an annuity form of payment is a protected benefit
under the Plan in accordance with Code Section 411(d)(6).


(2)                                 The normal form
of payment under the Plan is (check (A) or (B)):


(A)                               o            A lump sum payment.


(i)                                    Optional
annuity forms of payment (check (I) and/or (II), as applicable).  (Must
check and complete (I) if a life annuity is one of the optional annuity forms
of payment under the Plan.)


(I)                                    o                                    A married Participant who elects an
annuity form of payment shall receive a qualified joint and ___% (at least 50%) survivor annuity.  An unmarried Participant shall receive a
single life annuity, unless a different form of payment is specified below:


(II)                                o                                    Other annuity form(s) of payment.  Please complete Subsection (a) of the Forms
of Payment Addendum describing the other annuity form(s) of payment available
under the Plan.


 


47

















 


(B)                               o            A life annuity (complete (i) and
(ii) and check (iii) if applicable).


(i)                                    The normal form
for married Participants is a qualified joint and ____% (at least 50%) survivor annuity.  The normal form for unmarried Participants is
a single life annuity, unless a different annuity form is specified below:


 


(ii)                                The qualified
preretirement survivor annuity provided to a Participant’s spouse is purchased
with ____% (at least 50%) of the
Participant’s Account.


(iii)  o                   Other annuity form(s) of
payment.  Please complete Subsection (a)
of the Forms of Payment Addendum describing the other annuity form(s) of
payment available under the Plan.


(d)                                                                                  o                                    Other Non-Annuity Form(s) of Payment - As a result of the Plan’s
receipt of a transfer of assets from another plan or pursuant to the Plan terms
prior to the Amendment Effective Date specified in 1.01(g)(2), benefits were
previously payable in the following form(s) of payment not described in (a),
(b) or (c) above and the Plan will continue to offer these form(s) of payment:


	
   

  
	
   

  
	
   

  



 


48

















*  *  * 
*  *


ADDENDUM


Re:  FORMS OF PAYMENT

for


Plan Name:           VONAGE


(a)           The following optional forms of annuity will continue
to be offered under the Plan:


	
   

  
	
   

  
	
   

  



 


*  *  * 
*  *