Form of restricted stock award agreement



 Exhibit 10.63 
 FORM OF RESTRICTED STOCK GRANT AGREEMENT 
 [Date] 
 [Grantee] [Address] 
  
  

	 	Re:	Neutral Tandem, Inc. Grant of Restricted Stock 

 Dear
[Grantee]: 
 Neutral Tandem, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2007 Long-Term
Equity Incentive Plan (the “Plan”), the Company’s Compensation Committee has approved the issuance of shares of the Company’s Common Stock, par value $0.001 per share, to you as set forth below (the “Restricted
Shares”), subject to the terms and conditions set forth herein. Upon payment to the Company by you of the aggregate par value thereof, which payment shall be made within 10 days of the date hereof, the Restricted Shares shall be fully paid and
nonassessable. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan. 
  

			
	Original Grant Date:	  	[Date]
		
	Total Number of Restricted Shares:	  	[Number]
		
	Vesting Dates and Number of Restricted Shares that shall vest:	  	[Date] [Number]                                    


 1. Conformity with Plan. The grant of Restricted Shares is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and
returning the enclosed copy of this Agreement, you acknowledge your receipt of this Agreement and the Plan and agree to be bound by all of the terms of this Agreement and the Plan. 
 2. Rights of Participants. Nothing in the Agreement or in any grant thereunder shall confer any right on a participant to continue in the service
or employ as a director or officer of or in the performance of services for the Company or a Subsidiary or shall interfere in any way with the right of the Company or a Subsidiary to terminate the employment or performance of services or to reduce
the compensation or responsibilities of a participant at any time. 
 3. Remedies. The parties hereto shall be entitled to enforce
their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto acknowledge and agree that money damages would
not be an adequate remedy for any breach of the provisions of this Agreement and that any party hereto may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief








 
(without posting bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. 
 4. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not. 
 5. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 
 6. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same Agreement. 
 7. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this Agreement. 
 8. Governing Law. THE VALIDITY,
CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF
DELAWARE. 
 9. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by certified or registered mail, return receipt requested and postage prepaid, to the recipient. Such notices, demands and other
communications shall be sent to you at the address appearing on the first page of this Agreement and to the Company at Neutral Tandem, Inc., One South Wacker Drive, Suite 200, Chicago, Illinois 60606, Attn: Chief Financial Officer, or to such other
address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 
 10.
Entire Agreement. This Agreement and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your Restricted Shares. 
 **** 
  

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 SIGNATURE PAGE TO RESTRICTED STOCK GRANT AGREEMENT 
 Please execute the extra copy of this Agreement in the space below and return it to the Chief Financial Officer at Neutral Tandem, Inc. to confirm your
understanding and acceptance of the agreements contained in this Agreement. 
  

			
	 Very truly yours,
  
  
 NEUTRAL TANDEM, INC.

		
	By:	 	 



			
		
	Name:	 	 



			
		
	Title:	 	 


  

			
	Enclosures:        	  	Extra copy of this Agreement
		  	Copy of the Plan

 The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to
be bound by all provisions set forth herein and in the Plan. 
 Dated as of [Date] 
  

			
		
		 	 
		 	[Grantee]