Exhibit 10.3


 


November 23,
2009


 


Via
Hand Delivery


 


Mark
S. Flynn


Corporate
Secretary


iBasis, Inc.


20
Second Avenue


Burlington,
MA  01803


 


Re:          Resignation


 


Dear
Mark:


 


I
understand that KPN B.V. (“KPN”) and iBasis, Inc. (the “Company”) are
concurrently herewith entering into a settlement agreement (the “Settlement
Agreement”) pursuant to which, among other things, (i) KPN has agreed to
increase its tender offer to $3.00 per share to purchase all of the outstanding
shares of common stock of the Company that KPN and its affiliates do not
already own (the “KPN Offer”), and (ii) the Special Committee has agreed
to recommend that the shareholders accept the KPN Offer.  If at any time following the consummation of
the KPN Offer, KPN owns 90% or more of the outstanding shares of the common
stock of the Company, KPN intends to execute a short form merger (the “Merger”)
and eliminate the Company’s remaining shareholders, such that the Company
becomes a wholly-owned subsidiary of KPN.


 


KPN
has represented to me, and KPN hereby acknowledges, that, upon the Acceptance
Date (as defined in the Settlement Agreement), my duties will be materially
diminished or I will be assigned duties inconsistent with my current position
as Executive Vice President of the Company. 
KPN has acknowledged that (i) such actions will constitute “Good
Reason” for the termination of my employment pursuant to my Severance and
Change of Control Agreement (the “Agreement”), (ii) it does not intend to
cure, or to cause the Company to cure, its actions constituting Good Reason, (iii) it
will waive, and will cause the Company to waive, the requirement under Section 7(J) of
the Agreement that I provide 45 days’ prior, written notice of my resignation
for Good Reason (the “Notice Period”), and (iv) it will cause the Company
to pay me my Base Salary for the Notice Period in lieu of notice.  In reliance on these representations, I
hereby give notice as of the date written above that I resign from all
positions with the Company and its subsidiaries, effective upon the Acceptance
Date (the “Termination Date”).


 


The
Company hereby agrees that it will, and KPN confirms that it will cause the
Company to, provide me the following payments and benefits pursuant to Section 1(C) of
the Agreement in connection with my resignation on the Termination Date:  (i) continue my Base Salary for a
24-month period from the Termination Date; (ii) pay to me my Pro-Rata
Annual Bonus and two times the full amount of my Target Annual Bonus for 2009,
in a lump-sum amount within 30 days of the Termination Date; (iii) accelerating
the vesting, and permit me the right to exercise each of my outstanding Stock
Options for the shorter period provided under the applicable Stock Plan or the
90 day period following the Termination Date; (iv) pay me any Restricted
Stock that


 

















 


would
have vested within the 90 day period following the Termination Date; and (v) upon
my election, continue to pay for the employer-paid portion of the premiums for
my health and welfare benefits for a 24-month period from the Termination Date.1  In addition, the
Company hereby agrees that it will, and KPN confirms that it will cause the
Company to, vest any Stock Options that would otherwise remain unvested under
the Agreement as of the Termination Date and allow me to exercise each of those
Stock Options within 90 days following the Termination Date.  I understand that I will be required to
execute a release of claims pursuant to Section 6(B) of the Agreement in
order to receive these payments and benefits.


 


Very
truly yours,


 


	
  /s/
  Gordon J. VanderBrug

  	
   

  



 


Gordon
J. VanderBrug


 


 


AGREED
AND ACKNOWLEDGED:


 


 


	
  /s/
  Mark S. Flynn

  	
   

  
	
  For
  the Company

  



 


 


	
  /s/
  Ad J. Scheepbouwer

  	
   

  
	
  For
  KPN

  



 






1 Capitalized terms not
otherwise defined in this letter have the meaning ascribed to them in my Agreement.


 


2