Letter Agreement, dated January 28, 2009



 Exhibit 10.2 
 [VONAGE LETTERHEAD] 
 January 28, 2009 
 Theresa Hennesy 
 43383 Wildrose Court 
 Ashburn, VA 20147 
 Dear Theresa: 
 We
are pleased to inform you that after careful consideration Vonage Network Inc. (the “Company”) has decided to extend this offer of employment, subject to the required approvals of the Board of Directors of Vonage Holdings Corp. This Offer
Letter sets forth the terms of the Company’s offer, which, if you accept, will govern your employment. 
 1. Employment 
  

	 	(a)	You will be employed in the position of Senior Vice President, Network Operations. 

  

	 	(b)	You will report to Marc Lefar, Chief Executive Officer. 

  

	 	(c)	Your employment will commence on February 16, 2009. 

 2.
Location 
 You will work at the Company’s headquarters on a regular full-time basis, presently located in Holmdel, NJ.

 3. Compensation 
  

	 	(a)	The Company will pay you an annual base salary (“Base Salary”) of $275,000, less applicable withholding, payable in equal installments in accordance with the
Company’s regular payroll practices for similarly situated employees, but in no event less frequently than biweekly in arrears. 

  

	 	(b)	 In addition to base salary, you will be eligible for a Target Bonus Opportunity (“TBO”) of up to 60% of your base salary. You should understand, however,
that TBO payouts are not guaranteed and are granted in the Company’s sole 











	 	 
discretion based on individual and Company performance. When made, TBO payouts are generally paid in March. You must be employed on the payout date to
receive any TBO payout. 


  

	 	(c)	You will also be paid a sign on bonus of $25,000, less applicable withholdings, which sum will be paid during the first week after the commencement of your employment. In the event
you voluntarily end your employment with the Company prior to the first full year of employment, you will be required to repay the sign on bonus. 

 4. Stock Options 
 In addition, and subject to the required approvals of the Board of Directors of Vonage
Holdings Corp., you will be granted an option under Vonage Holding Corp.’s Incentive Plan to purchase 200,000 shares of Vonage Holding Corp.’s common stock in accordance with the Incentive Plan (the number of shares and exercise price are
subject to adjustment based on subsequent stock splits, reverse stock splits, other adjustments, or recapitalizations). The options will vest and become exercisable as to  1/4th of the shares on each of the first, second, third and fourth anniversaries of the date of the award, which will be the first
trading day of the month following approval by the Board of Directors. The exercise price will be the closing price of a share of Vonage stock on the date of the award. The stock option grant will be governed by and subject to the terms of Vonage
Holding Corp.’s Incentive Plan and your individual stock option agreement. A copy of the Incentive Plan and form of individual stock option agreement are included with this Offer Letter. Your actual individual stock option agreement will be
forwarded to you at a later time, once the Board of Directors approves the grant and the exercise price is established. 
 5. Benefits

  

	 	(a)	Participation in the health and dental plan of the Company begins after sixty (60) days of employment in accordance with the terms of the plans. Enclosed is information
regarding the benefits offered to all the Company employees. 

  

	 	(b)	The Company will reimburse you for your reasonable out-of-pocket expenses actually incurred or paid by you for the continuation of your current medical and dental benefits
(excluding all other benefits, including vision benefits, which shall be your responsibility) during the sixty (60) day waiting period in the amount of 100% of such costs up to a maximum of $4,000. 









	 	(c)	You are eligible to participate in the Company’s 401k plan on the first day of the month following the completion of three (3) months of employment


  

	 	(d)	If you choose to participate in these benefits, you will receive a Summary Plan Description for the health and dental insurance, as well as the 401k plans. (A copy of the plan
documents is available from the Plan Administrator.) In the event of a discrepancy between this Offer Letter and the plan documents, the plan documents govern. 

 6. Relocation 
 The Company shall provide you with relocation expenses within the parameters listed
below. 
  

	 	(a)	Arrange for your personal belongings and household goods to be shipped to the destination location aboard a qualified household goods carrier. The Company will be billed directly
for these services. 

  

	 	(b)	Arrange an apartment within the Holmdel, NJ area for a period of sixty (60) days from your Employment date. 

  

	 	(c)	For the final move to the new location, the Company reimburses travel costs for you, your spouse, and any dependents that currently reside, and are relocating, with you. Travel and
lodging will be coordinated by the Company. Air travel is by coach class for moves over 500 miles. If the new location is less than 500 miles, the Company will reimburse driving expenses at the standard rate per mile for the shortest distance
between the old and new locations. A minimum of 350 miles must be driven per day. Travel expenses for pets are not covered. Special cars and limousines are not reimbursable expenses. 

  

	 	(d)	The COMPANY will extend home purchase benefits to the employee for a home purchased at the new work location. The employee is eligible for reimbursement up to a maximum of 1.5%
of the home value. Home purchase benefits must be utilized within 12 months of your start date. 

  

	 	(e)	You understand that if you voluntarily leave the Company prior to 12 months from the date of transfer or hire date, whichever is later, that you must repay the total
cost of relocation. 








 7. Severance 
 In addition, subject to the required approvals of the Compensation Committee of the Board of Directors of Vonage Holdings Corp., in the event your employment is terminated by the Company without “Cause” or by you with “Good
Reason”, as defined below, you will be entitled to severance pay equal to six (6) months of your then-current base salary and a prorated portion of your TBO, less applicable withholding, which will be paid by the Company during its regular
payroll cycle over the six month period following your employment termination, provided you execute (and do not revoke) a Separation Agreement and General Release. 
 “Cause” means (i) material failure to perform your employment duties (not as consequence of any illness, accident or other disability), (ii) continued, willful failure to carry out any
reasonable lawful direction of the Company, (iii) diverting or usurping a corporate opportunity of the Company, (iv) fraud, willful malfeasance, gross negligence or recklessness in the performance of employment duties, (v) willful
failure to comply with any of the material terms of this Offer Letter, (vi) other serious, willful misconduct which causes material injury to the Company or its reputation, including, but not limited to, willful or gross misconduct toward any
of the Company’s other employees, and (vii) conviction of a felony or a crime involving moral turpitude. 
 “Good
Reason” means: (i) a material decrease in your base salary; (ii) a material diminution of your authorities, duties or responsibilities; (iii) the Company requiring you to be permanently based at any office or location more
than 30 miles from the Holmdel, New Jersey area; (iv) a failure of the Company to pay material compensation due and payable to you in connection with your employment; provided, however, that no event or condition described in clauses
(i) through (iv) shall constitute Good Reason unless (x) you give the Company’s most senior Human Resources employee written notice of your intention to terminate your employment for Good Reason and the grounds for such
termination within 45 days after the occurrence of the event giving rise to the “Good Reason” termination and (y) such grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its
receipt of such notice (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has not taken all reasonable steps within such 30 day period to correct such grounds as promptly as practicable thereafter). If the
Company does not correct the grounds for termination during such 30-day cure period, your termination of employment for “Good Reason” may become effective within 30 days after the end of the cure period. Unless otherwise advised by the
Company, you will be expected to perform services for the Company during the cure period. 







 8. Miscellaneous 
  

	 	(a)	This offer is contingent on: (i) you signing and returning to the Company the (a) Confidentiality and Innovations Agreement, (b) Non-Compete Agreement, and
(c) Pre-Employment Questionnaire (copies of which are enclosed with this Offer Letter); and (ii) a successful background check and reference verification. Your responses to the Pre-Employment Questionnaire may require a follow-up
discussion. 

  

	 	(b)	You hereby represent to the Company that you are under no obligation or agreement that would prevent you from becoming an employee of the Company, or adversely impact your ability
to perform the expected responsibilities. By accepting this offer, you agree that no trade secret or proprietary information not belonging to you or the Company will be disclosed or used by you at the Company. 

  

	 	(c)	This Offer Letter is not an employment contract and does not create an implied or express guarantee of continued employment. By accepting this offer, you are acknowledging that you
are an employee at-will. This means that either you or the Company may terminate your employment at any time and for any reason or for no reason. Upon your acceptance, this Offer Letter will contain the entire agreement and understanding between you
and the Company and supersedes any prior or contemporaneous agreements, understandings, communications, offers, representations, warranties, or commitments by or on behalf of the Company, whether written or oral. The terms of your employment may be
amended in the future. 

  

	 	(d)	This Offer Letter shall be interpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any payment or
benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions shall not be
imposed. You shall be solely responsible for any tax imposed under section 409A of the Code and in no event shall the Company have any liability with respect to any tax, interest or other penalty imposed under section 409A of the Code. Severance pay
under this Offer Letter is intended to comply with the “severance pay” exception to section 409A of the Internal Revenue Code, to the maximum extent applicable 

 If section 409A applies to payments under this Offer Letter, this Offer Letter shall be administered in accordance with section 409A, including the
six-month delay for “specified employees.” Any payments under this Agreement that are required to be postponed pursuant to section 409A shall be postponed for a period of six months after termination of employment, as required by section
409A. The 








 
accumulated postponed amount, with interest as described below, shall be paid to you in a lump sum payment within ten days after the end of the six-month
period. If you die during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A, with interest, shall be paid to the personal representative of your estate within 60 days after the date
of your death. If amounts are postponed on account of section 409A, the postponed amounts will be credited with interest for the postponement period at the prime rate published in the Wall Street Journal on your termination date. 
 Distributions upon termination of employment may only be made upon a “separation from service” as determined under section 409A. Each payment
under this Offer Letter shall be treated as a separate payment for purposes of section 409A. In no event may, directly or indirectly, designate the calendar year of any payment to be made under this Offer Letter. All reimbursements and in kind
benefits provided under this Offer Letter shall be made or provided in accordance with the requirements of section 409A of the Code. 
 United States law
requires all companies to verify an employee’s authorization to work in the United States. If you accept this offer, you will need to bring certain documents with you on your first day that allows the Company to verify your work authorization.
Enclosed is an Employment Eligibility Verification (form I-9). Please review the form and bring the appropriate documents required for employment verification on your start date. You will be asked to complete the form in the presence of a witness on
your start date. 
 Also enclosed are a Direct Deposit Authorization Form and an Employee Withholding Allowance Certificate (W-4). Please complete these
forms and bring them with you on your start date. 
 If these terms are agreeable to you, please sign and date the Offer Letter in the appropriate space at
the bottom and return it to me by February 4, 2009. We are excited at the prospect of your joining the Company, and look forward to your future contributions. 
  

	
	 Sincerely,

	
	 /s/ Marc Lefar

	 Marc Lefar

	 Chief Executive Officer


  

			
	Agreed and Accepted:
		
	Name:	 	 /s/ Theresa Hennesy

		 	Theresa Hennesy
		
	Date:	 	 1-29-09