Unassociated Document


    April 17,
2008

    


    


    Steven
Heap

    12408
Fairfax Station Road

    Clifton,
Virginia 20124

    


    RE:           Amendment No. 2 to Offer
Letter (the “Amendment”)

    


    Dear
Steve:

    


    In
connection with the Offer Letter dated May 3, 2006, amended March 16, 2007 (the
“Letter”) by and between Arbinet-thexchange, Inc., a Delaware corporation (the
“Company”), and you, you and the Company desire to amend certain provisions of
the Letter as follows:

     

    1.          
The eighth (8th)
paragraph of the Letter is amended by deleting it in its entirety and
substituting therefor the following:

     

    “For
purposes of this letter, “Good Reason” shall mean that you have complied with
the “Good Reason Process” (hereinafter defined) following the occurrence of any
of the following events:

     

     

    
      	
               
      

            	
              (A)

            	
              a
      substantial diminution or other substantive adverse change, not consented
      to by you, in the nature or scope of your responsibilities, authorities,
      powers, functions or duties;

            


    

     

     

    
      	
               
      

            	
              (B)

            	
              an
      involuntary material reduction in your base
  salary;

            


    

     

     

    
      	
               
      

            	
              (C)

            	
              a
      breach by the Company of any of its other material obligations under this
      letter; or

            


    

     

     

    
      	
               
      

            	
              (D)

            	
              a
      material change in the geographic location at which you must perform your
      services.

            


    

     

    
      	
               
      

            	
              

                “Good
      Reason Process” shall mean that (i) you reasonably determine in good faith
      that a “Good Reason” event has occurred; (ii) you notify the Company in
      writing of the occurrence of the Good Reason event within 90 days of the
      occurrence of such event; (iii) you cooperate in good faith with the
      Company’s efforts, for a period not less than 30 days following such
      notice, to modify your employment situation in a manner acceptable to you
      and Company; and (iv) notwithstanding such efforts, one or more of the
      Good Reason events continues to exist and has not been modified in a
      manner acceptable to you.  If the Company cures the Good Reason
      event in a manner acceptable to you during the 30 day period, Good Reason
      shall be deemed not to have
occurred.”

              

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           The
Letter is amended by adding the following new paragraph immediately after the
eighth (8th)
paragraph thereof:

    


    “Anything
in this letter to the contrary notwithstanding, if at the time of the your
termination of employment, you are considered a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as
amended (the “Code”), and if any payment that you become entitled to under this
letter is considered deferred compensation subject to interest and additional
tax imposed pursuant to Section 409A(a) of the Code as a result of the
application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall
be payable prior to the date that is the earlier of (A) six months after your
separation from service, or (B) your death, and the initial payment shall
include a catch-up amount covering amounts that would otherwise have been paid
during the first six-month period but for the application of this
paragraph.  Any such deferred payment shall earn simple interest
calculated at the short-term applicable federal rate in effect on the date of
your separation from service.  The parties intend that this letter
will be administered in accordance with Section 409A of the Code.  The
parties agree that this letter may be amended, as reasonably requested by either
party, and as may be necessary to fully comply with Section 409A of the Code and
all related rules and regulations in order to preserve the payments and benefits
provided hereunder without additional cost to either party.”

    


    3.           Except
as specifically amended by this Amendment, the Letter shall remain in full force
and effect in accordance with its terms.

     

    4.           This
Amendment may be executed in counterparts, each of which will be deemed an
original, but all of which taken together will constitute one and the same
instrument.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If the
foregoing accurately reflects the understanding of the parties hereto, please so
indicate by executing both originals of this Amendment in the space provided
below and returning one executed original to us.

     

     

    
      	 
      	 
      	
              ARBINET-THEXCHANGE,
      INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              By:
      /s/William M. Freeman

            
	 
      	 
      	
              Name:
      William M. Freeman

            
	 
      	 
      	
              Title:
      President and Chief Executive Officer

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              AGREED
      AND ACCEPTED:

            	 
      	 
      
	 
      	 
      	 
      
	
              /s/Steven Heap

            	 
      	 
      
	
              Steven
      Heap