DELTATHREE,
INC.

     

    2009
STOCK INCENTIVE PLAN

    


    RESTRICTED STOCK
AWARD

    102
CAPITAL GAINS TRACK GRANT

    UNDER
SECTION 102(B)(2) OF THE ISRAELI INCOME TAX ORDINANCE

     

    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 including
Appendix A – Israeli Participants thereto (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 an aggregate of ___________
shares of Stock (the “Shares”) for the benefit of the
Participant.  The Shares will be registered in the name of
[__________] (the “Trustee”), who will serve as the trustee pursuant to the
Trust Agreement entered into between the Company and the Trustee (the “Trust
Agreement”), to the extent required by law to qualify under Section 102 for the
benefit of the Participant.  Participant shall be required to comply
with the ITO, the Rules, and the terms and conditions of the Trust Agreement.
The Trustee will hold the Shares for the Required Holding Period, as set forth
in Appendix A to the Plan.  The Participant hereby undertakes to
release the Trustee from any liability in respect of any action or decision duly
taken by the Trustee (except for any such actions or decisions taken in gross
negligence or willful misconduct) in relation to the Plan or any share of Stock
granted to him thereunder. The Participant hereby
confirms that he shall execute any and all documents which the Company or the
Trustee may reasonably determine to be necessary in order to comply with the ITO
and the Rules. 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 or on behalf of
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
Trustee for the benefit 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, if so requested by
the Company, immediately upon receipt of any certificate(s) for the Restricted
Shares or deposit with the Trustee, 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (c)          The
Participant hereby acknowledges that the appointment of the Secretary or
Assistant Secretary of the Company (or their designee, including the Trustee) 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.

     

    (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):

     

    “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, subject to the
terms of the Plan and the requirement of Section 102.

     

    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.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    6.           Taxes.

     

    (a)          The
Company, its affiliates or the Trustee 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 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, its affiliates or the Trustee
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, its
affiliates and/or the Trustee 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 or
released 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, its affiliates or the Trustee 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.

     

    (b)          To
the extent applicable, 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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    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 and subject to
the restrictions and requirements of Section 102, 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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    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.

     

    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]


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    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, as well as Section 102 and
the Rules promulgated in connection therewith, and the Trust Agreement.
Furthermore, I agree that the Shares will be issued to and in the name of the
Trustee to hold on my behalf, pursuant to the terms of the ITO, the Rules and
the Trust Agreement.  In addition, I confirm that I am familiar with
the terms and provisions of Section 102, particularly the Capital Gains Track
described in subsection (b)(2) thereof, and agree that I will not require the
Trustee to release to me or to sell the Shares to a third party, during the
Restricted Holding Period, unless permitted to do so by applicable law. I hereby
further agree that all of the decisions and determinations of the Committee
shall be final and binding.

    


    
      
        
          
            
              	
                      Participant:

                    	 
      


            

          

        

      

    

    
      
        
          
            	
                    Date:

                  	 
      


          

        

      

    

     

    
      
         


      

      
        7