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Exhibit 10.11  


 
 

EMPLOYMENT AGREEMENT    
    


        EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 8, 2005, by and between VONAGE HOLDINGS CORP., a
Delaware corporation (the "Company"), and Sharon O'Leary (the "Executive"). 


        WHEREAS,
the Company has determined that it is in the best interests of the Company and its shareholders to enter into an employment agreement with the Executive and the Executive is
willing to serve as an employee of the Company, subject to the terms and conditions of this Agreement; 


        NOW,
THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties agree as follows: 


        1.    Employment and
Duties.    (a)    General.    The Executive shall serve as the Chief Legal Officer of the Company,
reporting to Jeffrey Citron, Chief Executive Officer. The Executive shall have such duties and responsibilities, commensurate with the Executive's position, as may be assigned to the Executive from
time to time by the Chief Executive Officer of the Company. The Executive's principal place of employment shall be the principal offices of the Company, currently located in the Edison, New Jersey
area; provided, however, that the Executive understands and agrees that she shall be required to travel from time to time for business reasons. 


        (b)    Exclusive Services.    For so long as the Executive is employed by the Company, the Executive shall devote her
full-time working time to her duties hereunder, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and good faith directions and instructions given to her
by the Chief Executive Officer and shall use her best efforts to promote and serve the interests of the Company. Further, the Executive shall not, directly or indirectly, render services to any other
person or organization without the consent of the Company or otherwise engage in activities that would
interfere significantly with the faithful performance of her duties hereunder. Notwithstanding the foregoing, the Executive may serve on (i) corporate boards, with the Board's prior consent or (ii)
civic or charitable boards or engage in charitable activities without remuneration therefor, provided that such activities do not contravene the first
sentence of this Section 1(b). 


        2.    Term of Employment.    The Executive's employment under this Agreement shall commence as of August 8, 2005 (the
"Effective Date") and shall terminate on the earlier of (i) the second anniversary of the Effective Date and (ii) the termination of the Executive's
employment under this Agreement; provided, however, that the Term (as defined below) of the Executive's employment shall be automatically extended
without further action of either party for additional one-year periods, unless written notice of either party's intention not to extend has been given to the other party at least 90 days prior to the
expiration of the then effective Term. Notwithstanding anything to the contrary herein, in the event of a Change in Control of the Company (as such term is defined in the Company's 2001 Stock
Incentive Plan (as amended through April 20, 2005) (the "Stock Incentive Plan"), as it may be amended from time to time, the Term under this Agreement
shall be automatically extended without further action of either party for an additional one-year period from the date of such Change in Control, subject to further automatic renewals as provided
above. The period from the Effective Date until the termination of the Executive's employment under this Agreement is referred to as the "Term". 



        3.    Compensation and Other Benefits.    Subject to the provisions of this Agreement, the Company shall pay and
provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder: 


        (a)    Base Salary.    The Company shall pay to the Executive an annual base salary (the "Base
Salary") at the rate of $250,000, payable in substantially equal installments at such intervals as may be 


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determined
by the Company in accordance with its ordinary payroll practices as established from time to time. The Base Salary shall be reviewed by the Compensation Committee of the Board of Directors
(the "Board") and the Chief Executive Officer in good faith, based upon the Executive's performance, not less often than annually. 



        (b)    Sign-On Bonus.    Effective as of the Effective Date, the Executive shall be granted a one-time sign-on bonus
of 500,000 stock options (the "Options") to purchase shares of the Company's common stock at a price per share equal to the fair market value of the
common stock as of the Effective Date as determined by the Board, pursuant to the terms of the Stock Option Plan and the corresponding stock option agreement. Notwithstanding anything to the contrary
in the Stock Option Plan or any stock option agreement, upon the (i) Company's termination of the Executive's employment without Cause (as defined in Section 4(a)(ii) below) or (ii) Executive's
resignation from employment for Good Reason (as defined in Section 4(a)(iii) below), in either case on or following a Change in Control of the Company, all outstanding Options granted by the Company
to the Executive shall become fully vested and immediately exercisable on the date of such termination or resignation, as the case may be. 


        (c)    Annual Cash Bonus.    For each fiscal year during the Term, the Executive shall be eligible to receive an
annual discretionary performance-based bonus targeted at 65% of her Base Salary in accordance with the Company's annual bonus program, as applicable to senior executives as in effect from time to
time. The amount, if any, of the Executive's annual bonus shall be determined by the Compensation Committee of the Board upon the recommendation of the Chief Executive Officer;  provided, however, that
the Executive's annual bonus for fiscal year 2005 shall be at least $100,000. The bonus shall be prorated for any year in which
the Executive's employment is terminated due to (i) the Executive's resignation for Good Reason; (ii) the Company's termination of the Executive's employment without Cause; or (iii) the Executive's
death or disability (as defined in Section 4(c) below). If the Executive's employment with the Company is terminated by the Company for Cause or the Executive resigns from her employment other than
for Good Reason prior to the scheduled payout of the bonus due for a fiscal year, the Executive shall not receive any portion of such bonus. 


        (d)    Equity Incentive Compensation.    During the Term, the Executive shall be eligible to participate in the
Company's equity compensation plans and programs generally applicable to senior executives of the Company as in effect from time to time, including without limitation, the Stock Incentive Plan. 


        (e)    Employee Benefit Plans.    The Executive shall be entitled to participate in all employee welfare, pension and
fringe benefit plans, programs and arrangements of the Company, in accordance with their respective terms, as may be amended from time to time, and on a basis no less favorable than that made
available to other senior executives of the Company. The Executive will be paid a benefits stipend in January of each year, beginning in 2006. This stipend, in the amount net amount of $2,200.00 will
be used to pay the annual premium for disability insurance as agreed. 



        (f)    Expenses.    The Company shall reimburse the Executive for reasonable travel and other business-related
expenses incurred by the Executive in the fulfillment of her duties hereunder upon presentation of written documentation thereof, in accordance with the applicable expense reimbursement policies and
procedures of the Company as in effect from time to time. 


        (g)    Vacation.    The Executive shall be entitled to 15 vacation days for each fiscal year during the Term. 



        (h)    Other Benefits and Perquisites.    The Executive shall be entitled to such other benefits and perquisites as
may be available generally to other senior executives of the Company. 


        4.    Termination of Employment.    (a)    Termination for Cause; Resignation
Without Good Reason.    (i) If, prior to the expiration of the Term, the Company terminates the Executive's employment for Cause or if the Executive resigns
from his employment hereunder other than for Good 


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Reason,
the Executive shall only be entitled to payment of any unpaid Base Salary through and including the date of termination or resignation and any other amounts or benefits required to be paid or
provided by law or under any plan, program, policy or practice of the Company (the "Other Accrued Compensation and Benefits,"). The Executive shall have
no further right to receive any other compensation or benefits after such termination or resignation of employment. 



        (ii)   For
purposes of this Agreement, "Cause" shall mean termination of the Executive's employment due to: (A) any act or
omission that constitutes a breach by the Executive of any of her obligations under this Agreement; (B) the willful and continued failure or refusal of the Executive (not as a consequence of illness,
accident or other disability) to satisfactorily perform the duties reasonably required of her as an employee of the Company; (C) the Executive's conviction of, or plea of nolo
contendere to, (x) any felony or (y) another crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its
operations; (D) the Executive's engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is injurious to the
Company or any of its subsidiaries or affiliates (collectively, the "Company Group"); (E) the Executive's material breach of a written policy of the
Company or the rules of any governmental or regulatory body applicable to the Company; (F) the diverting or usurping of a corporate opportunity of the Company Group by the Executive; (G) the
Executive's refusal to follow the lawful directions of the Company; or (H) the Executive's willful failure to comply with any of the material terms of this Agreement or any other willful misconduct by
the Executive which is materially injurious to the financial condition or business reputation of the Company Group); provided, however, that no event or
condition described in clauses (A), (B) or (H) shall constitute Cause unless (i) the Company first gives the Executive written notice of its intention to terminate her employment for Cause and the
grounds for such termination and (ii) such grounds for termination (if susceptible to correction) are not corrected by the Executive within 15 days of her receipt of such notice (or, in the event that
such grounds cannot be corrected within such 15-day period, the Executive has not taken all reasonable steps within such 15-day period to correct such grounds as promptly as practicable thereafter). 


        (iii)  For
purposes of this Agreement, "Good Reason" shall mean termination of employment with the Company by the Executive
because of the occurrence of any of the following events without the Executive's prior written consent: (A) a decrease in the Executive's Base Salary or a failure by the Company to pay material
compensation due and payable to the Executive in connection with her employment; (B) a material diminution of the responsibilities, positions or titles of the Executive from those set forth in this
Agreement including without limitation, ceasing to be the most senior legal officer of a company (whether the Company or its ultimate parent) following a Change in Control; (C) the Company requiring
the Executive to be based at any office or location more than 50 miles from the Edison, New Jersey area; (D) the Company's delivery of a notice of non-renewal of the Term following a Change in Control
of the Company; or (E) a material breach by the Company of any term or provision of this Agreement; provided, however, that no event or condition
described in clauses (A) through (E) shall constitute Good Reason unless (x) the Executive gives the Company written notice of her intention to terminate her employment for Good Reason and the grounds
for such termination and (y) such grounds for termination (if susceptible to correction) are not corrected by the Company within 15 days of its receipt of such notice (or, in the event that such
grounds cannot be corrected within such 15-day period, the Company has not taken all reasonable steps within such 15-day period to correct such grounds as promptly as practicable thereafter). 


        (b)    Termination without Cause, Resignation for Good Reason.    (i) If, prior to the expiration of the Term,
the Executive's employment is terminated by the Company without Cause, or if the Executive resigns from her employment hereunder for Good Reason, the Company shall pay the Executive (A) a pro-rata
portion of her bonus for the year in which the termination of employment occurs on the date such bonus would have been payable to the Executive had she remained employed by the Company; 


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(B)
an amount equal to the greater of the Executive's Base Salary (at the rate in effect on the date the Executive's employment is terminated) for (x) the remainder of the Term or (y) a one-year
period following the Executive's termination of employment as described in this Section 4(b), payable in substantially equal installments over the lesser of (aa) a six-month period or (bb) such
shorter period that is the longest period permissible in order for the payments not to be considered "nonqualified deferred compensation" under Section 409A of the Internal Revenue Code of 1986, as
amended, (the "Code"), or any regulations, rulings or other regulatory guidance issued thereunder; and (C) the Other Accrued Compensation and Benefits.
The Executive shall have no further rights under this Agreement or otherwise to receive any other compensation or benefits after such termination or resignation of employment. 



        (ii)   The
Company shall not be required to make the payments and provide the benefits provided for under Section 4(b)(i) (including the Other Accrued Compensation and
Benefits), unless the Executive executes and delivers to the Company, a release substantially in the form attached as Exhibit A and the release has become effective and irrevocable in its entirety. 


        (iii)  If,
following a termination of employment without Cause or a resignation for Good Reason, the Executive breaches the provisions of Section 5 or 7 hereof, the Executive
shall not be eligible, as of the date of such breach, for the payments and benefits described in Section 4(b)(i), and any and all obligations and agreements of the Company with respect to such
payments shall thereupon cease. 


        (c)    Termination Due to Death or Disability.    The Executive's employment with the Company shall terminate
automatically on the Executive's death. In the event of the Executive's disability the Company shall be entitled to terminate her employment. In the event of termination of the Executive's employment
by reason of Executive's death or disability, the Company shall pay to the Executive (or her estate, as applicable), (i) a pro-rata portion of the Executive's bonus for the year in which the
termination of employment occurs on the date such bonus would have been payable to the Executive had she remained employed by the Company; (ii) the Executive's Base Salary through and including the
date of termination; (iii) an amount equal to 12 months of the Executive's Base Salary (at the rate in effect on the date the Executive's employment is terminated) payable in substantially equal
installments over a 12-month period; provided, however, that if the Executive is receiving short-term or long-term disability benefits pursuant to a
Company policy, such installments shall be reduced (but in no event to an amount below zero) by the tax-adjusted amount of disability payments, excluding any supplemental disability benefits funded
through employee contributions, received by the Executive during the period corresponding with each installment; and (iv) the Other Accrued Compensation and Benefits. For purposes of this Agreement,
"disability" means that the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefit for a period of not
less than three months under an accident and health plan covering employees of the participant's employer. 


        (d)    Notice of Termination.    Any termination of employment by the Company or the Executive shall be communicated
by a written "Notice of Termination" to the other party hereto given in accordance with Section 21 of this Agreement. In the event of a termination by
the Company for Cause, or resignation by the Executive for Good Reason, the Notice of Termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) specify the date of termination, which
date shall not be more than 30 days after the giving of such notice. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to
a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude 


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the
Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder. 


        (e)    Resignation from Directorships and Officerships.    The termination of the Executive's employment for any
reason shall constitute the Executive's resignation from (i) any director, officer or employee position the Executive has with the Company Group and (ii) all fiduciary positions (including as a
trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written notice of resignation in
this circumstance. 


        (f)    Reduction of Payments if Reduction Would Result in Greater After-Tax Amount.    Notwithstanding anything herein
to the contrary, in the event that the Executive receives any payments or distributions, whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that
constitute "parachute payments" within the meaning of Section 280G of the Code, and the net after-tax amount of the parachute payment is less than the net after-tax amount if the aggregate payment to
be made to the Executive were three times the Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) less $1.00, then the aggregate of the amounts constituting the parachute payment
shall be reduced to an amount that shall equal three times the Executive's base amount, less $1.00. The determinations to be made with respect to this Section 4(f) shall be made by a certified public
accounting firm designated by the Company and reasonably acceptable to the Executive. 


        5.    Confidentiality.    (a)    Confidential
Information.    The Executive agrees to enter into and be subject to the Company's Employee Confidentiality and Innovations Agreement substantially in the form
attached hereto as Exhibit B. 


        (b)    Exclusive Property.    The Executive confirms that all Confidential Information (as defined in the Employee
Confidentiality and Innovations Agreement) is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the
business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures,
execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 5(b). 


        6.    Noncompetition.    The Executive agrees to enter into and be subject to the Company's Noncompete Agreement
substantially in the form attached as Exhibit C. 


        7.    Non-Solicitation.    The Executive agrees that for a period commencing on the Effective Date and ending 12
months following the Executive's termination of employment with the Company (the "Restricted Period"), the Executive shall not, directly or indirectly,
(a) interfere with or attempt to interfere with the relationship between any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of the
Company Group, or solicit, induce or attempt to solicit or induce any of them to leave the employ of any member of the Company Group or violate the terms of their respective contracts, or any
employment arrangements, with such entities; or (b) induce or attempt to induce any customer, client, supplier, licensee or other business relation of any member of the Company Group to cease doing
business with any member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any customer, client, supplier, licensee or other business
relation of any member of the Company Group. As used herein, the term "indirectly" shall include, without limitation, the Executive's permitting the use
of the Executive's name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group. 


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        8.    Certain Remedies.    (a)    Injunctive
Relief.    Without intending to limit the remedies available to the Company Group, including, but not limited to, those set forth in Section 12 hereof, the Executive
agrees that a breach of any of the covenants contained in Sections 5 through 7 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate
remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled
to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the
covenants contained in Sections 5 through 7 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief
in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding. 


        (b)    Extension of Restricted Period.    In addition to the remedies the Company may seek and obtain pursuant to
Section 12, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court possessing personal jurisdiction over her to have been in violation of
the covenants contained in Sections 5 through 7 of this Agreement. 



        9.    Defense of Claims.    The Executive agrees that, during the Term, and for a period of six months after
termination of the Executive's employment, upon request from the Company, the Executive shall cooperate with the Company in connection with any matters the Executive worked on during her employment
with the Company and any related transitional matters. In addition, the Executive agrees to cooperate with the Company in the defense of any claims or actions that may be made by or against the
Company Group that affect the Executive's prior areas of responsibility, except if the Executive's reasonable interests are adverse to the Company Group in such claim or action. The Company agrees to
promptly reimburse the Executive for all of the Executive's reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive's obligations under this
Section 9. 


        10.    Nondisparagement.    The Executive agrees to refrain from (i) making, directly or indirectly, any derogatory
comments concerning the Company Group or any current or former officers, directors, employees or shareholders thereof or (ii) taking any other action with respect to the Company Group which is
reasonably expected to result, or does result in, damage to the business or reputation of the Company Group or any of its current or former officers, directors, employees or shareholders. 



        11.    Source of Payments.    All payments provided under this Agreement, other than payments made pursuant to a plan
which provides otherwise, shall be paid in cash from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure
payment. The Executive shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that
any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company. 



        12.    Arbitration.    Any dispute or controversy arising under or in connection with this Agreement or otherwise in
connection with the Executive's employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled
exclusively by arbitration in New Jersey in accordance with the rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected
jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot promptly agree on the selection of the arbitrator, who
shall be selected by the American Arbitration Association. 


        13.    Nonassignability; Binding Agreement.    (a)    By the
Executive.    This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive. 


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        (b)    By the Company.    This Agreement and all of the Company's rights and obligations hereunder shall not be
assignable by the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Company's assets. 


        (c)    Binding Effect.    This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any
successors to or assigns of the Company and the Executive's heirs and the personal representatives of the Executive's estate. 



        14.    Withholding.    Any payments made or benefits provided to the Executive under this Agreement shall be reduced
by any applicable withholding taxes or other amounts required to be withheld by law or contract. 


        15.    Amendment; Waiver.    This Agreement may not be modified, amended or waived in any manner, except by an
instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of
any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. 



        16.    Governing Law.    All matters affecting this Agreement, including the validity thereof, are to be governed by,
and interpreted and construed in accordance with, the laws of the State of New Jersey applicable to contracts executed in and to be performed in that State. 


        17.    Survival of Certain Provisions.    The rights and obligations set forth in Sections 5 through 12 hereof shall
survive any termination or expiration of this Agreement. 


        18.    Entire Agreement Supersedes Previous Agreements.    This Agreement, together with the (i) Employee
Confidentiality and Innovations Agreement and (ii) Noncompete Agreement, contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes
all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have
no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder. 



        19.    Counterparts.    This Agreement may be executed by either of the parties hereto in counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 


        20.    Headings.    The headings of sections herein are included solely for convenience of reference and shall not
control the meaning or interpretation of any of the provisions of this Agreement. 



        21.    Notices.    All notices or communications hereunder shall be in writing, addressed as follows: 



To
the Company: 


2147
Route 27

Edison, N.J. 08817 or 


23
Main Street

Holmdel, N.J. 07722, whichever is the last address on record for the Company

Attention: Jeffrey Citron, Chief Executive Officer 


With
a copy to: 


Shearman
& Sterling LLP

599 Lexington Avenue

New York, New York 10022

Attention: John J. Cannon, III 



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To
the Executive: 


5014
S. Perry Park Road

Sedalia, CO 80135 or the Executive's last address on record with the Company 




        All
such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt or (ii) if sent by electronic mail or facsimile, upon
confirmation of receipt by the sender of such transmission. 



        IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day
and year first written above. 



	 	 	VONAGE HOLDINGS CORP.
	

 	
 	
By:	

/s/  JOHN S. REGO      
 Name: John S. Rego

Title: Chief Financial Officer
	

 	
 	

August 8, 2005






	ACCEPTED AND AGREED:	 	 
	

/s/  SHARON O'LEARY      
 Sharon O'Leary	
 	

 
	

Dated:	
 	

August 8, 2005
	
 	

 




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EMPLOYMENT AGREEMENT