Amendment No. 1, by and between Arbinet-thexchange, Inc. and Steven Heap



 EXHIBIT 10.3 
 March 16, 2007 
 Steven Heap 
 12408 Fairfax Station Road 
 Clifton, Virginia 20124 
  

	RE:	Amendment No. 1 to Offer Letter (the “Amendment”) 

 Dear Steve: 
 In connection with the Offer Letter dated May 3, 2006 (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 sixth (6th) paragraph of the Letter is amended by deleting it in its entirety and substituting therefore the following: 
 “In the event that your employment is terminated (A) without cause or (B) within six (6) months following a Change of Control (as
defined below) by you for Good Reason (as defined below) the Company will pay you (i) any unpaid base salary through the date of termination and any accrued vacation; (ii) severance pay equal to one (1) year base salary at the rate in
effect on the date of termination and (iii) COBRA coverage payable under the Company health or welfare plan for you and your dependents during the one (1) year period following the date of termination. 
 For purposes of this letter, “Change of Control” shall mean a change in ownership or control of the Company effected through any of the
following transactions: 
  

	 	(a)	a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total combined
voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding
voting securities immediately prior to such transaction, or 

  

	 	(b)	a stockholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets, or 

  

	 	(c)	 the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the
meaning of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934 Act (other than the Company or a person that, prior to such transaction or 











	 	 
series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) becomes directly or
indirectly the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing (or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total
combined voting power of the Company’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions,
whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s existing stockholders. 


 For purposes of this letter, “Good Reason” means, without your written consent: 
  

	 	(a)	a material adverse change in your title or the duties assigned to you; 

  

	 	(b)	any material failure by the Company to comply with the provisions of this letter; or 

  

	 	(c)	any requirement by the Company that your primary office location be other than in the greater Washington, D.C. area.” 

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

		 		 	Name:	 	J. Curt Hockemeier
		 		 	Title:	 	President and Chief Executive Officer
				
	AGREED AND ACCEPTED:	 		 		 	
				
	 /s/ Steven Heap
	 		 		 	
	Steven Heap