Exhibit 10.21


INDEMNIFICATION AGREEMENT


This Agreement is made as of the _____ day of _______,
2006, by and between Vonage Holdings Corp., a Delaware corporation (the “Corporation),
and _______________ (the “Indemnitee”), a director or officer of the Corporation.


WHEREAS, it is essential to the Corporation to retain
and attract as directors and officers the most capable persons available, and


WHEREAS, the substantial increase in corporate
litigation subjects directors and officers to expensive litigation risks at the
same time that the availability of directors’ and officers’ liability insurance
has been severely limited, and


WHEREAS, it is now and has always been the express
policy of the Corporation to indemnify its directors and officers, and


WHEREAS, the Indemnitee does not regard the protection
available under the Corporation’s Certificate of Incorporation and insurance as
adequate in the present circumstances, and may not be willing to serve or
continue to serve as a director or officer without adequate protection, and


WHEREAS, the Corporation desires the Indemnitee to
serve, or continue to serve, as a director or officer of the Corporation.


NOW THEREFORE, the Corporation and the Indemnitee do
hereby agree as follows:


1.             Agreement to Serve.  The Indemnitee
agrees to serve or continue to serve as a director or officer of the
Corporation for so long as the Indemnitee is duly elected or appointed or until
such time as the Indemnitee tenders a resignation in writing.


2.             Definitions.  As used in this Agreement:


(a)           The
term “Change in Control” shall mean, and shall be deemed to have occurred if,
on or after the date of this Agreement, (i) any “person” (as such term is used
in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation acting in such capacity or a corporation owned
directly or indirectly by the stockholders of the Corporation in substantially
the same proportions as their ownership of stock of the Corporation, becomes
the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Corporation representing more than 50% of the
total voting power represented by the Corporation’s then outstanding Voting
Securities (as defined below), (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Corporation and any new director whose election by the Board of
Directors or nomination for election by the Corporation’s stockholders was
approved by a vote of at least two thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the stockholders of the
Corporation approve a merger or consolidation of the Corporation with any other
entity other 


 


 

















 


than a
merger or consolidation which would result in the Voting Securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting Securities
of the surviving entity) at least 80% of the total voting power represented by
the Voting Securities of the Corporation or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the
Corporation approve a plan of complete liquidation of the Corporation or an agreement
for the sale or disposition by the Corporation of (in one transaction or a
series of related transactions) all or substantially all of the Corporation’s
assets.


(b)           The
term “Corporate Status” shall mean the status of a person who is or was, or has
agreed to become, a director or officer of the Corporation, or is or was
serving, or has agreed to serve, at the request of the Corporation, as a
director, officer, fiduciary, partner, trustee, member, employee or agent of,
or in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise (including any employee benefit plan).


(c)           References
to the “Corporation” shall include, in addition to Vonage Holdings Corp., any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger to which Vonage Holdings Corp. (or any of its
wholly owned subsidiaries) is a party which, if its separate existence had
continued, would have had the power and authority to indemnify its directors, officers,
employees, agents or fiduciaries, so that if the Indemnitee is or was a
director, officer, employee, agent or fiduciary of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, the Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as the Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.


(d)           The
term “Expenses” shall include, without limitation, attorneys’ fees, retainers,
court costs, transcript costs, fees and expenses of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees and other disbursements or expenses of the types
customarily incurred in connection with actions, suits, proceedings, alternative
dispute resolution mechanisms, hearings, inquiries or investigations, including
any costs or expenses incurred defending, being a witness in or participating
in, or preparing to defend, to be a witness in or to participate in, such
actions, suits, proceedings, alternative dispute resolution mechanisms,
hearings, inquiries or investigations, including any federal, state, local or
foreign taxes imposed on the Indemnitee as a result of actual or deemed receipt
of payments for the foregoing, but shall not include the amount of judgments,
fines or penalties against the Indemnitee or amounts paid in settlement in
connection with such matters.


(e)           References
to “other enterprise” shall include employee benefit plans; references to “fines”
shall include any excise tax assessed with respect to any employee benefit
plan; references to “serving at the request of the Corporation” shall include
any service as a director, officer, employee, agent or fiduciary of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interests of the
participants and 


 


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beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the Corporation” as referred to in this
Agreement.


(f)            The
term “Proceeding” shall include any threatened, pending or completed action,
suit, arbitration, alternative dispute resolution mechanism, hearing, inquiry,
investigation or other proceeding, whether brought by or in the right of the
Corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature, and any appeal therefrom.


(g)           The
term “Special Independent Counsel” shall mean a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither currently
is, nor in the past three years has been, retained to represent:  (i) the Corporation or the Indemnitee in any
matter material to either such party or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Special
Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of
interest in representing either the Corporation or the Indemnitee in an action
to determine the Indemnitee’s rights under this Agreement.


(h)           The
term “Voting Securities” shall mean any securities of the Corporation that vote
generally in the election of directors.


3.             Indemnity of Indemnitee.  Subject to Sections
6, 7 and 9, the Corporation shall indemnify the Indemnitee in connection with
any Proceeding as to which the Indemnitee is, was or is threatened to be made a
party (or is a witness or participant in or otherwise involved with) by reason
of the Indemnitee’s Corporate Status, to the fullest extent permitted by law
(as such may be amended from time to time). 
To the extent that a change in applicable law (whether by statute or
judicial decision) permits greater indemnification than would be afforded currently
hereunder, the Indemnitee shall enjoy the greater benefits so afforded by such
change without any further action by the Corporation.  In furtherance of the foregoing and without
limiting the generality thereof:


(a)           Indemnification
in Third-Party Proceedings.  The
Corporation shall indemnify the Indemnitee in accordance with the provisions of
this Section 3(a) if the Indemnitee was or is a party to or threatened to be
made a party to or otherwise involved in any Proceeding (other than a
Proceeding by or in the right of the Corporation to procure a judgment in its
favor or a Proceeding referred to in Section 6 below) by reason of the
Indemnitee’s Corporate Status or by reason of any action alleged to have been
taken or omitted in connection therewith, against all Expenses, liabilities,
losses, judgments, fines, ERISA taxes or penalties and amounts paid in
settlement actually and reasonably incurred by or on behalf of the Indemnitee
in connection with such Proceeding, if the Indemnitee acted in good faith and
in a manner which the Indemnitee reasonably believed to be in, or not opposed
to, the best interests of the Corporation and, with respect to any criminal
Proceeding, had no reasonable cause to believe that his or her conduct was
unlawful.


(b)           Indemnification
in Proceedings by or in the Right of the Corporation.  The Corporation shall indemnify the
Indemnitee in accordance with the provisions of this Section 3(b) if the
Indemnitee was or is a party to or threatened to be made a party to or
otherwise 


 


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involved
in any Proceeding by or in the right of the Corporation to procure a judgment
in its favor by reason of the Indemnitee’s Corporate Status or by reason of any
action alleged to have been taken or omitted in connection therewith, against
all Expenses and, to the extent permitted by law, amounts paid in settlement
actually and reasonably incurred by or on behalf of the Indemnitee in
connection with such Proceeding, if the Indemnitee acted in good faith and in a
manner which the Indemnitee reasonably believed to be in, or not opposed to,
the best interests of the Corporation, except that, if applicable law so
provides, no indemnification shall be made under this Section 3(b) in respect
of any claim, issue or matter as to which the Indemnitee shall have been
adjudged to be liable to the Corporation, unless, and only to the extent, that
the Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such Expenses as the Court of
Chancery or such other court shall deem proper.


4.             Indemnification of Expenses of Successful Party. 
Notwithstanding any other provision of this Agreement, to the extent
that the Indemnitee has been successful, on the merits or otherwise, in defense
of any Proceeding or in defense of any claim, issue or matter therein (other
than a Proceeding referred to in Section 6), the Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by or on
behalf of the Indemnitee in connection therewith.  Without limiting the foregoing, if any
Proceeding or any claim, issue or matter therein is disposed of, on the merits
or otherwise (including a disposition without prejudice), without (i) the
disposition being adverse to the Indemnitee, (ii) an adjudication that the
Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee,
(iv) an adjudication that the Indemnitee did not act in good faith and in
a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his or her conduct was unlawful, the Indemnitee
shall be considered for the purposes hereof to have been wholly successful with
respect thereto.


5.             Indemnification for Expenses of a Witness. 
To the extent that the Indemnitee is, by reason of the Indemnitee’s
Corporate Status, a witness in any Proceeding to which the Indemnitee is not a
party, the Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by or on behalf of the Indemnitee in connection therewith.


6.             Exceptions to Right of Indemnification. 
Notwithstanding anything to the contrary in this Agreement, except as
set forth in Section 10, the Corporation shall not indemnify the Indemnitee in
connection with a Proceeding (or part thereof) initiated by the Indemnitee
unless (a) the initiation thereof was approved by the Board of Directors of the
Corporation or (b) the Proceeding was commenced following a Change in Control.  Notwithstanding anything to the contrary in
this Agreement, the Corporation shall not indemnify the Indemnitee to the
extent the Indemnitee is reimbursed from the proceeds of insurance, and in the
event the Corporation makes any indemnification payments to the Indemnitee and
the Indemnitee is subsequently reimbursed from the proceeds of insurance, the
Indemnitee shall promptly refund such indemnification payments to the
Corporation to the extent of such insurance reimbursement.


7.             Notification and Defense of Claim.  As a
condition precedent to the Indemnitee’s right to be indemnified, the Indemnitee
must notify the Corporation in writing as soon as 


 


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practicable
of any Proceeding for which indemnity will or could be sought.  With respect to any Proceeding of which the
Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee.  After notice from the Corporation to the
Indemnitee of its election so to assume such defense, the Corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such Proceeding, other than as
provided below in this Section 7. 
The Indemnitee shall have the right to employ his or her own counsel in
connection with such Proceeding, but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the
employment of counsel by the Indemnitee has been authorized by the Corporation,
(ii) counsel to the Indemnitee shall have reasonably concluded that there
may be a conflict of interest or position on any significant issue between the
Corporation and the Indemnitee in the conduct of the defense of such Proceeding
or (iii) the Corporation shall not in fact have employed counsel to assume
the defense of such Proceeding, in each of which cases the fees and expenses of
counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Agreement.  The Corporation shall not be entitled,
without the consent of the Indemnitee, to assume the defense of any claim
brought by or in the right of the Corporation or as to which counsel for the
Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above.  The Corporation shall
not be required to indemnify the Indemnitee under this Agreement for any
amounts paid in settlement of any Proceeding effected without its written
consent.  The Corporation shall not
settle any Proceeding in any manner that would impose any penalty or limitation
on the Indemnitee without the Indemnitee’s written consent.  Neither the Corporation nor the Indemnitee
will unreasonably withhold or delay their consent to any proposed settlement.


8.             Advancement of Expenses.  In the event
that the Corporation does not assume the defense pursuant to Section 7 of
any Proceeding of which the Corporation receives notice under this Agreement,
any Expenses actually and reasonably incurred by or on behalf of the Indemnitee
in defending such Proceeding shall be paid by the Corporation in advance of the
final disposition of such Proceeding; provided, however, that the payment of
such Expenses incurred by or on behalf of the Indemnitee in advance of the
final disposition of such Proceeding shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined by final judicial decision
from which there is no further right of appeal that the Indemnitee is not
entitled to be indemnified by the Corporation as authorized in this
Agreement.  Such undertaking shall be
accepted without reference to the financial ability of the Indemnitee to make
repayment.  Any advances and undertakings
to repay pursuant to this Section 8 shall be unsecured and interest-free.  The parties agree that for the purposes of
any advancement of Expenses for which the Indemnitee has made written demand to
the Corporation in accordance with this Agreement, all Expenses included in
such advancement that are certified by affidavit of the Indemnitee’s counsel as
being reasonable shall be presumed conclusively to be reasonable.


9.             Procedures.


(a)           In
order to obtain indemnification or advancement of Expenses pursuant to this
Agreement, the Indemnitee shall submit to the Corporation a written request,
including in 


 


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such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of Expenses.  Any such indemnification or advancement of
Expenses shall be made as soon as practicable after written demand by the
Indemnitee therefor is presented to the Corporation, and in any event within
(i) in the case of indemnification under Sections 4, 5 or 9(d) or advancement
of Expenses, 20 business days after receipt by the Corporation of the written
request of the Indemnitee, or (ii) in the case of all other indemnification, 45
business days after receipt by the Corporation of the written request of the
Indemnitee, unless with respect to requests under this clause (ii) the
Corporation determines, by clear and convincing evidence, within the 45
business-day period referred to above that the Indemnitee did not meet the
applicable standard of conduct.  Such
determination, and any determination that advanced Expenses must be repaid to
the Corporation, shall be made as follows:


                                                (x)            if a Change in Control shall have
occurred, by Special Independent Counsel in a written opinion to the Board of
Directors of the Corporation, a copy of which shall be delivered to the
Indemnitee (unless the Indemnitee shall request that such determination be made
by the Board of Directors of the Corporation, in which case the determination
shall be made in the manner provided below in clauses (y)(1) or (y)(2)).


                                                (y)           in all other cases, in the discretion
of the Board of Directors of the Corporation, (1) by a majority vote of
the directors of the Corporation consisting of persons who are not at that time
parties to the Proceeding (“disinterested directors”), whether or not a quorum,
(2) by a committee of disinterested directors designated by a majority
vote of disinterested directors, whether or not a quorum, (3) if there are
no disinterested directors, or if the disinterested directors so direct, by
independent legal counsel in a written opinion to the Board, or (4) by the
stockholders of the Corporation.


(b)           In
the event that a Change in Control shall have occurred and the determination of
entitlement to indemnification is to be made by Special Independent Counsel,
the Special Independent Counsel shall be selected as provided in this Section
9(b).  The Special Independent Counsel
shall be selected by the Indemnitee, unless the Indemnitee shall request that
such selection be made by the Board of Directors of the Corporation.  The party making the determination shall give
written notice to the other party advising it of the identity of the Special
Independent Counsel so selected.  The
party receiving such notice may, within seven days after such written notice of
selection shall have been given, deliver to the other party a written objection
to such selection.  Such objection may be
asserted only on the ground that the Special Independent Counsel so selected
does not meet the requirements of “Special Independent Counsel” as defined in
Section 2, and the objection shall set forth with particularity the factual
basis of such assertion.  Absent a proper
and timely objection, the person so selected shall act as Special Independent
Counsel.  If a written objection is made,
the Special Independent Counsel so selected may not serve as Special
Independent Counsel unless and until a court has determined that such objection
is without merit.  If, within 20 business
days after submission by the Indemnitee of a written request for
indemnification, no Special Independent Counsel shall have been selected or if
selected, shall have been objected to, in accordance with this paragraph either
the Corporation or the Indemnitee may petition the Court of Chancery of the
State of Delaware or other court of competent jurisdiction for resolution of
any objection which shall have been 


 


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made by
the Corporation or the Indemnitee to the other’s selection of Special
Independent Counsel and/or for the appointment as Special Independent Counsel
of a person selected by the court or by such other person as the court shall
designate, and the person with respect to whom an objection is favorably
resolved or the person so appointed shall act as Special Independent
Counsel.  The Corporation shall pay the
reasonable and necessary fees and expenses of Special Independent Counsel incurred
in connection with its acting in such capacity. 
The Corporation shall pay any and all reasonable and necessary fees and
expenses incident to the procedures of this paragraph, regardless of the manner
in which such Special Independent Counsel was selected or appointed.  Upon the due commencement of any judicial
proceeding pursuant to Section 10 of this Agreement, any Special Independent
Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then prevailing).


(c)           The
termination of any Proceeding by judgment, order, settlement, conviction or
upon a plea of nolo  contendere or its equivalent, shall not, of
itself, create a presumption that the Indemnitee did not act in good faith and
in a manner that the Indemnitee reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal
Proceeding, had reasonable cause to believe that his or her conduct was
unlawful.


(d)           The
Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to the Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary to such determination. 
Any Expenses actually and reasonably incurred by the Indemnitee in so
cooperating shall be borne by the Corporation (irrespective of the
determination as to the Indemnitee’s entitlement to indemnification), and the
Corporation hereby indemnifies the Indemnitee therefrom.


10.           Remedies. 
The right to indemnification or advancement of Expenses as provided by
this Agreement shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the applicable periods referred to in
Section 9.  Unless otherwise required by
law, the burden of proving that indemnification or advancement of Expenses is
not appropriate shall be on the Corporation. 
Neither the failure of the Corporation to have made a determination
prior to the commencement of such action that indemnification is proper in the
circumstances because the Indemnitee has met the applicable standard of
conduct, nor an actual determination by the Corporation that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the Indemnitee has not met the applicable standard
of conduct.  Indemnitee’s Expenses
(including attorneys’ fees) reasonably incurred in connection with any action
instituted by the Indemnitee to enforce or interpret its right to
indemnification, in whole or in part, shall also be indemnified by the
Corporation, regardless of whether the Indemnitee is ultimately successful in
such action, unless as a part of such action a court having jurisdiction over
such action makes a final judicial determination (as to which all rights of
appeal therefrom have been exhausted or lapsed) that each of the material
assertions made by the Indemnitee as a basis for such action was not made in
good faith or was frivolous; 


 


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provided,
however, that until such final judicial determination is made, the Indemnitee
shall be entitled under Section 8 to advancement of Expenses with respect to
such action.


11.           Partial
Indemnification.  If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Corporation for some or a
portion of the Expenses, liabilities, losses, judgments, fines, ERISA taxes or
penalties or amounts paid in settlement actually and reasonably incurred by or
on behalf of the Indemnitee in connection with any Proceeding but not, however,
for the total amount thereof, the Corporation shall nevertheless indemnify the
Indemnitee for the portion of such Expenses, liabilities, losses, judgments,
fines, ERISA taxes or penalties or amounts paid in settlement to which the
Indemnitee is entitled.


12.           Subrogation. 
In the event of any payment under this Agreement, the Corporation shall
be subrogated to the extent of such payment to all of the rights of recovery of
the Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are
necessary to enable the Corporation to bring suit to enforce such rights.


13.           Contribution.


(a)           If
the indemnification provided for in this Agreement for any reason is held by a
court of competent jurisdiction to be unavailable to the Indemnitee in respect
of any Expenses, losses, claims, damages or liabilities referred to herein,
then the Corporation, in lieu of indemnifying the Indemnitee hereunder, shall
contribute to the amount paid or payable by the Indemnitee as a result of such
Expenses, losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Corporation and
the Indemnitee, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Corporation and the Indemnitee in connection with the
action or inaction which resulted in such Expenses, losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.  In connection with the registration of the
Corporation’s securities, the relative benefits received by the Corporation and
the Indemnitee shall be deemed to be in the same respective proportions that
the net proceeds from the offering (before deducting expenses) received by the
Corporation and the Indemnitee, in each case as set forth in the table on the
cover page of the applicable prospectus, bear to the aggregate public offering
price of the securities so offered.  The
relative fault of the Corporation and the Indemnitee shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Corporation or the
Indemnitee and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


(b)           The
Corporation and the Indemnitee agree that it would not be just and equitable if
contribution pursuant to this Section 13 were determined by pro rata or per
capita allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.  In connection with
the registration of the Corporation’s securities, in no event shall the
Indemnitee be required to contribute any amount under this Section 13 in excess
of the lesser of (i) that proportion of the 


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total
securities sold under such registration statement which is being sold by the
Indemnitee or (ii) the proceeds received by the Indemnitee from its sale of
securities under such registration statement. 
No person found guilty of fraudulent misrepresentation (within the
meaning of Section 10(f) of the Securities Act of 1933, as amended) shall be
entitled to contribution from any person who was not found guilty of such
fraudulent misrepresentation.


14.           Notice
to Insurers.  If, at the time of the receipt by the
Corporation of a notice of a claim for indemnification or advancement of
Expenses by the Indemnitee, the Corporation has liability insurance in effect
which may cover such claim, the Corporation shall give prompt notice of the
commencement of such claim to the insurers in accordance with the procedures
set forth in the respective policies. 
The Corporation shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable
as a result of such claim in accordance with the terms of such polices.


15.           Mutual
Acknowledgment.  Both the Corporation and the Indemnitee
acknowledge that in certain instances, federal law or applicable public policy
may prohibit the Corporation from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or otherwise.  The Indemnitee understands and acknowledges
that the Corporation has undertaken or may be required in the future to
undertake with the Securities and Exchange Commission to submit the question of
indemnification to a court in certain circumstances for a determination of the
Corporation’s right under public policy to indemnify the Indemnitee.


16.           Liability
Insurance.  To the extent the Corporation maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, the Indemnitee shall be covered by such policies in such a manner
as to provide the Indemnitee the same rights and benefits as are provided to
the most favorably insured of the Corporation’s directors, if the Indemnitee is
a director; or of the Corporation’s officers, if the Indemnitee is not a
director of the Corporation but is an officer.


17.           Indemnification
Hereunder Not Exclusive.  The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which the Indemnitee may be entitled under the
Certification of Incorporation, the By-laws, any other agreement, any vote of
stockholders or disinterested directors, the General Corporation Law of
Delaware, any other law (common or statutory), or otherwise, both as to action
in the Indemnitee’s official capacity and as to action in another capacity
while holding office for the Corporation. 
Nothing contained in this Agreement shall be deemed to prohibit the
Corporation from purchasing and maintaining insurance, at its expense, to
protect itself or the Indemnitee against any expense, liability or loss
incurred by it or the Indemnitee in any such capacity, or arising out of the
Indemnitee’s status as such, whether or not the Indemnitee would be indemnified
against such expense, liability or loss under this Agreement; provided that the
Corporation shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if and to the extent that the
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


18.           No
Special Rights.  Nothing herein shall confer upon the
Indemnitee any right to continue to serve as an officer or director of the
Corporation for any period of time or at any particular rate of compensation.


 


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19.           Savings
Clause.  If this Agreement or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify the Indemnitee as to Expenses,
liabilities, losses, judgments, fines, ERISA taxes and penalties and amounts
paid in settlement with respect to any Proceeding to the full extent permitted by
any applicable portion of this Agreement that shall not have been invalidated
and to the fullest extent permitted by applicable law.


20.           Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which shall constitute the original.


21.           Binding
Effect; Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Corporation),
spouses, heirs and personal and legal representatives.  The Corporation shall require and cause any
successor (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part,
of the business or assets of the Corporation, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the Corporation
would be required to perform if no such succession had taken place.  This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as a director, officer,
employee, agent of fiduciary (as applicable) of the Corporation or of any other
enterprise at the Corporation’s request.


22.           Headings. 
The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


23.           Modification
and Waiver.  This Agreement may be amended from time to
time to reflect changes in Delaware law or for other reasons.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the parties
hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof nor shall any such waiver constitute a continuing
waiver.


24.           Notices. 
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been given (i) when delivered by
hand or (ii) if mailed by certified or registered mail with postage
prepaid, on the third day after the date on which it is so mailed:


	
   

  	
  (a)           if to the Indemnitee, to:[  ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)           if to the Corporation, to:

  	
  Vonage Holdings Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  23 Main Street

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Holmdel, New Jersey
  07733

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Attn:  [_______]

  



 


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or to such other address as may have been furnished to
the Indemnitee by the Corporation or to the Corporation by the Indemnitee, as
the case may be.


25.           Applicable
Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without regard to principles of conflicts of law.  The Indemnitee may elect to have the right to
indemnification or reimbursement or advancement of Expenses interpreted on the
basis of the applicable law in effect at the time of the occurrence of the
event or events giving rise to the applicable Proceeding, to the extent
permitted by law, or on the basis of the applicable law in effect at the time
such indemnification or reimbursement or advancement of Expenses is
sought.  Such election shall be made, by
a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of Expenses is sought; provided, however, that if
no such notice is given, and if the General Corporation Law of Delaware is
amended, or other Delaware law is enacted, to permit further indemnification of
the directors and officers, then the Indemnitee shall be indemnified to the
fullest extent permitted under the General Corporation Law, as so amended, or
by such other Delaware law, as so enacted.


26.           Enforcement. 
The Corporation expressly confirms and agrees that it has entered into
this Agreement in order to induce the Indemnitee to continue to serve as an
officer or director of the Corporation, and acknowledges that the Indemnitee is
relying upon this Agreement in continuing in such capacity.


27.           Entire
Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, whether oral or written, by any
officer, employee or representative of any party hereto in respect of the
subject matter contained herein; and any prior agreement of the parties hereto
in respect of the subject matter contained herein is hereby terminated and
cancelled.  For avoidance of doubt, the
parties confirm that the foregoing does not apply to or limit the Indemnitee’s
rights under Delaware law or the Corporation’s Certificate of Incorporation or
By-laws.


28.           Consent
to Suit.  In the case of any dispute under or in
connection with this Agreement, the Indemnitee may only bring suit against the
Corporation in the Court of Chancery of the State of Delaware in and for New
Castle County.  The Indemnitee hereby
consents to the exclusive jurisdiction and venue of the courts of the State of
Delaware in and for New Castle County, and the Indemnitee hereby waives any
claim the Indemnitee may have at any time as to forum non conveniens with
respect to such venue.  The Corporation
shall have the right to institute any legal action arising out of or relating
to this Agreement in any court of competent jurisdiction.  Any judgment entered against either of the
parties in any proceeding hereunder may be entered and enforced by any court of
competent jurisdiction.


 


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                IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	
   

  	
  VONAGE HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


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