DELTATHREE,
INC.

     

    2009
STOCK INCENTIVE PLAN

    


    RESTRICTED STOCK
AWARD

     

    This
RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as
of _________________ (the “Grant Date”), is delivered
by deltathree, Inc. (the “Company”) to
_______________ (the “Participant”).  Capitalized
terms used herein and not otherwise defined herein have the meaning given to
them in the Plan (as defined below).

     

    WHEREAS,
the Company maintains the deltathree, Inc. 2009 Stock Incentive Plan (the “Plan”) for the
benefit of its and its Affiliates’ employees, directors, and
consultants;

     

    NOW,
THEREFORE, in consideration of the covenants and agreements contained herein,
the parties to this Agreement, intending to be legally bound, hereby agree as
follows:

     

    1.           Grant of Restricted
Stock.  Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Participant an
aggregate of ___________ shares of Stock (the “Shares”).  All Shares
issued hereunder will be deemed issued to the Participant as fully paid and
nonassessable shares.  The Company shall pay any applicable stock
transfer taxes imposed upon the issuance of the Shares to the Participant
hereunder.

     

    2.           Vesting of
Shares.   Subject to the provisions of this Agreement and
the Participant’s continuous Service to the Company or its Affiliates, the
Shares shall vest in accordance with the following schedule:

     

    
      
        
          
            	
                    Date

                  	 	
                    Number of Shares Vested

                  	 
	 
      	 	 	 
	
                    First
      anniversary of the Grant Date

                  	 	 	25	%
	 
      	 	 	 	 
	
                    Second
      anniversary of the Grant Date

                  	 	 	25	%
	 
      	 	 	 	 
	
                    Third
      anniversary of the Grant Date

                  	 	 	25	%
	 
      	 	 	 	 
	
                    Fourth
      anniversary of the Grant Date

                  	 	 	25	%


          

        

      

    

     

    For
purposes of this Agreement, the term “vest” shall mean, with respect to any
Shares, that such Shares are no longer subject to forfeiture to the Company
pursuant to Section 3 below.  Shares that have not vested are deemed
“Restricted Shares.”  If the Participant would become vested in a
fraction of a Share, such Share shall not vest until the Participant becomes
vested in the entire Share.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    3.           Termination of Service;
Forfeiture of Shares.  Vesting shall cease upon the date of
termination of the Participant’s Service for any reason, including death or
Disability.  Any unvested Restricted Shares held by the Participant at
the time of such termination of Service shall immediately be forfeited and
deemed reconveyed to the Company, and the Company shall thereafter be the legal
and beneficial owner of the Restricted Shares and shall have all rights and
interest in or related thereto without further action by the
Participant.

     

    4.           Escrow of Stock; Rights as
Stockholder.

     

    (a)          At
the sole discretion of the Committee, and subject to the terms of this Section
4, the Shares may be issued in either (i) certificated form, or (ii)
uncertificated form, with the Shares recorded in the name of the Participant in
the books and records of the Company’s transfer agent with appropriate notations
to the extent that the Shares remain subject to the restrictions set forth in
this Agreement.

     

    (b)          For
purposes of facilitating the enforcement of the provisions of this Agreement,
the Participant agrees, immediately upon receipt of any certificate(s) for the
Restricted Shares, to deliver such certificate(s), together with an assignment
separate from certificate, executed in blank by the Participant and the
Participant’s spouse (if required for transfer) with respect to each such stock
certificate, to the Secretary or Assistant Secretary of the Company, or their
designee, to hold in escrow for so long as such Restricted Shares have not
vested pursuant to the vesting schedule set forth in Section 2, with the
authority to take all such actions and to effectuate all such transfers and/or
releases as may be necessary or appropriate to accomplish the objectives of this
Agreement in accordance with the terms hereof.

     

    (c)          The
Participant hereby acknowledges that the appointment of the Secretary or
Assistant Secretary of the Company (or their designee) as escrow holder
hereunder with the stated authorities is a material inducement to the Company to
make this Agreement and that such appointment is coupled with an interest and is
accordingly irrevocable.  The Participant agrees that if the
Restricted Shares are held electronically in a book entry system maintained by
the Company’s transfer agent or other third party, the terms and conditions of
this Section 4 applicable to certificated Restricted Shares will apply with the
same force and effect to such electronic method for holding the Restricted
Shares.  The Participant agrees that such escrow holder shall not be
liable to any party hereto (or to any other party) for any actions or omissions
unless such escrow holder is grossly negligent relative thereto.  The
escrow holder may rely upon any letter, notice or other document executed by any
signature purported to be genuine and may resign at any time.  Upon
the vesting of all Restricted Shares, the escrow holder will, without further
order or instruction, transmit to the Participant the certificate evidencing
such Shares, subject, however, to satisfaction of any withholding obligations
provided in the Plan or this Agreement.

     

    (d)          Certificates
representing Shares issued pursuant to this Agreement shall, until all
restrictions on transfer imposed pursuant to this Agreement lapse or shall have
been removed and new certificates are issued, bear the following legend (or such
other similar or additional legends as shall be determined by the
Committee):


    
      
         


      

      
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    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN
RESTRICTED STOCK AWARD AGREEMENT BY AND BETWEEN DELTATHREE, INC. AND THE
REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLY OR
INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
OF SUCH AGREEMENT.”

     

    (e)          Except
as otherwise provided herein and subject to the restrictions contained herein,
the Participant shall have all the rights of a stockholder with respect to the
Shares, including the right to vote the Shares and the right to receive any cash
or stock dividends paid to or made with respect to the Shares.

     

    5.           Change of Control or Other
Transaction.  In the event of a Transaction (as defined in the
Plan), there will not be any acceleration of vesting or release of restrictions
with respect to the Restricted Shares unless otherwise determined by the
Committee.  The provisions of the Plan applicable to a Transaction or
a Change of Control (each as defined in the Plan) shall apply to the Shares,
and, in the event of a Transaction or Change of Control, the Committee may take
such actions as it deems appropriate pursuant to the Plan.

     

    6.           Taxes.

     

    (a)          The
Company will withhold a portion of the Shares that have an aggregate market
value sufficient to pay the minimum federal, state and local income, employment
and any other applicable taxes required to be withheld by the Company with
respect to the Shares.  No fractional Shares will be withheld or
issued pursuant to the grant of the Shares; unless determined otherwise by the
Company, any additional withholding necessary in lieu of such fractional shares
will be effected by the Company through a deduction in the Participant’s
paycheck or through direct payment by the Participant to the Company in the form
of cash, check or other cash equivalent.  In lieu of withholding any
Shares the Company may, in its discretion, require the Participant to pay an
amount necessary to pay the applicable taxes directly to the Company in the form
of cash, check or other cash equivalent, and/or may withhold an amount necessary
to pay the applicable taxes from the Participant’s paycheck.  In the
event the withholding requirements are not satisfied through the withholding of
Shares (or, through the Participant’s paycheck or direct payment, as indicated
above), no Restricted Shares will be granted to the Participant (or his or her
estate) unless and until satisfactory arrangements (as determined by the
Committee) have been made by the Participant with respect to the payment of any
income and other taxes which the Company determines must be withheld or
collected with respect to such Shares.  In addition and to the maximum
extent permitted by law, the Company has the right to withhold without notice
from salary or other amounts payable to the Participant cash in an amount
sufficient to satisfy any tax withholding obligations that cannot be satisfied
through the withholding of otherwise deliverable Shares. By accepting the Award,
the Participant expressly consents to the withholding of Shares and to any cash
or Share withholding as provided for in this Section 6.  All income
and other taxes related to the Shares are the sole responsibility of the
Participant.


    
      
         


      

      
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    (b)          If
the Participant makes a timely election pursuant to Section 83(b) of the
Internal Revenue Code or similar provision of state law (collectively, an “83(b)
Election”), the Participant shall immediately pay the Company the amount
necessary to satisfy any applicable United States federal, state, local or
non-U.S. income and employment tax withholding obligations.  If the
Participant does not make a timely 83(b) Election, the Participant shall, as
Restricted Shares shall vest or at the time withholding is otherwise required by
any applicable law, pay the Company the amount necessary to satisfy any
applicable United States federal, state, local or non-U.S. income and employment
tax withholding obligations.  In the event the Participant determines
to make an 83(b) Election, the Participant hereby represents that he or she
understands (i) the contents and requirements of the 83(b) Election, (ii) the
application of Section 83(b) to the receipt of the Shares by the Participant
pursuant to this Agreement, (iii) the nature of the election to be made by the
Participant under Section 83(b), (iv) the effect and requirements of the 83(b)
Election under relevant state and local tax laws, (v) that the 83(b) Election
must be filed with the Internal Revenue Service within thirty (30) days
following the date of this Agreement, and (vi) that the Participant must submit
a copy of such election to the Company and with his or her federal tax return
for the calendar year in which the date of this Agreement falls.

     

    (c)          This
Agreement and the Award are intended to be exempt from the provisions of Section
409A of the Code and Department of Treasury regulations and other interpretive
guidance issued thereunder, as providing for the transfer of restricted property
as described in Section 1.409A-l(b)(6) of the Department of Treasury
regulations. Notwithstanding any provision of this Agreement to the contrary, in
the event that the Committee determines that the Award may be subject to Section
409A of the Code, the Committee may adopt such amendments to this Agreement or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the
Committee determines are necessary or appropriate to (i) exempt the Award from
Section 409A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the Award, or (ii) comply with the
requirements of Section 409A of the Code and related Department of Treasury
guidance and in order to avoid the application of penalty taxes under Section
409A of the Code.

     

    7.           Grant Subject to Plan
Provisions.  The grant of the Shares hereunder is made pursuant
to the Plan, the terms of which are incorporated herein by reference, and in all
respects shall be interpreted in accordance with the Plan.  The grant
of the Shares and this Agreement are subject to interpretations, regulations and
determinations concerning the Plan established from time to time by the
Committee in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to (i) rights and obligations with respect to
withholding taxes, (ii) the registration, qualification or listing of the shares
of Stock, (iii) changes in capitalization of the Company, and (iv) other
requirements of applicable law.  The Committee shall have the
authority to interpret and construe this Agreement pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising
hereunder.  By accepting this grant, the Participant agrees to be
bound by the terms of the Plan and this Agreement and that all decisions and
determinations of the Committee with respect to the Agreement shall be final and
binding on the Participant and the Participant’s beneficiaries.


    
      
         


      

      
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    8.           Restrictions on Sale or
Transfer of Shares.

     

    (a)          Except
as otherwise provided in the Plan, prior to the date that the Shares become
vested pursuant to the vesting schedule set forth in Section 2, the Shares shall
not be transferable, and neither the Shares nor any interest therein may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.  Any
attempt to transfer Shares in violation of this Section 8 will be null and void
and will be disregarded.

     

    (b)          In
order to ensure compliance with the restrictions on transfer set forth in this
Agreement or the Plan, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own
records.  The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of
any of the provisions of this Agreement or (ii) to treat as owner of such Shares
or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.  The
Participant understands and agrees that the Company shall cause legends
reflecting the restrictions set forth in this Agreement to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or under the Securities Act or the
laws of any applicable state or other jurisdiction.

     

    (c)          As
a condition to receive the Shares, the Participant agrees to be bound by the
Company’s policies regarding the limitations on the transfer of the Shares, and
understands that there may be certain times during the year that the Participant
will be prohibited from selling, transferring, pledging, donating, assigning,
mortgaging, hypothecating or otherwise encumbering the Shares.

     

    9.           No Employment or Other
Rights.  The grant of the Shares shall not confer upon the
Participant any right to be retained in the Service of the Company or any
Affiliate and shall not interfere in any way with the right of the Company or
the applicable Affiliate to terminate the Participant’s Service at any
time.  The right of the Company and any applicable Affiliate to
terminate at will the Participant’s Service at any time for any reason is
specifically reserved.

     

    10.         Assignment and
Transfers.  The rights and protections of the Company hereunder
shall extend to any successors or assigns of the Company and to any
Affiliate.  This Agreement may be assigned by the Company without the
Participant’s consent.

     

    11.         Effect on Other
Benefits.  The value of Shares granted hereunder shall not be
considered eligible earnings for purposes of any other plans maintained by the
Company or any other Affiliate, and such value shall not be considered part of
the Participant’s compensation for purposes of determining or calculating other
benefits that are based on compensation, such as life insurance.

     

    12.         Applicable
Law.  The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to the conflicts of laws
provisions thereof.


    
      
         


      

      
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    13.         Notice.  Any
notice to the Company provided for in this instrument shall be addressed to the
Company in care of the Board, Attn: General Counsel at the Company’s corporate
headquarters, and any notice to the Participant shall be addressed to such
Participant at the current address shown on the payroll records of the Company
or the applicable Affiliate, or to such other address as the Participant may
designate to the Company or the applicable Affiliate in writing.  Any
notice shall be delivered by hand, sent by facsimile or enclosed in a properly
sealed envelope addressed as stated above, registered and deposited, postage
prepaid, in a post office regularly maintained by the United States Postal
Service.

     

    14.         Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but both of which together shall constitute one and the same
instrument.

     

    [SIGNATURE PAGE
FOLLOWS]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest this Agreement, and the Participant has executed this Agreement,
effective as of the Grant Date.

    


    
      
        
          
            
              
                	
                        DELTATHREE,
      INC.

                      
	 
      	 
      
	
                        By:

                      	 
      
	
                        Name:

                      	 
      
	
                        Title:

                      	 
      


              

            

          

        

      

    

     

    I hereby
accept the grant of the Shares described in this Agreement, and I agree to be
bound by the terms of the Plan and this Agreement. I hereby further agree that
all of the decisions and determinations of the Committee shall be final and
binding.

    


    
      
        
          	
                  Participant:

                	 
      


        

      

    

    
      
        
          	
                  Date:

                	 
      


        

      

    


    
      
         


      

      
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