Exhibit 10.1

 


AMENDMENT
TO THE 


AMENDED AND RESTATED ELEPHANT TALK COMMUNICATIONS,
INC. 2008 LONG-TERM INCENTIVE COMPENSATION PLAN


 


AMENDMENT, executed
the ___ day of __________, 2014, to the Amended and Restated Elephant Talk Communications, Inc. 2008 Long-Term Incentive Compensation
Plan (the “Plan”).


 


W I T N E S S E T H:


 


WHEREAS, the
Board of Directors (the “Board”) of Elephant Talk Communications Corp. (the “Company”) desires to amend
the Plan to permit executive officers of the Company to grant Options (as defined in the Plan), to allow Participants to transfer
Nonqualified Stock Options (as defined in the Plan) to the extent permitted by applicable law, and to make certain technical corrections
to the Plan; and


 


WHEREAS, Section
11.1 of the Plan reserves to the Board the right to amend the Plan from time to time.









 


NOW, THEREFORE,
effective as of the date above, the Plan is hereby amended as follows:


 


1. The Plan is hereby
renamed the “Amended and Restated Elephant Talk Communications Corp. 2008 Long-Term Incentive Compensation Plan.”


 


2. The first sentence
of Section 1.1 of the Plan is hereby amended to delete “Elephant Talk Communications, Inc., a California corporation”
and replace it with “Elephant Talk Communications Corp., a Delaware corporation.”


 


3. Section 1.3 of the Plan is hereby
amended to delete “$.0001 per share” and replace it with “$.00001 per share.”


 


4. Section 2.9 of the
Plan is hereby amended to delete “$.0001 per share” and replace it with “$.00001 per share.”


 


5. Section 2.23 of the
Plan is hereby amended to delete “Elephant Talk Communications, Inc. 2008 Long-Term Incentive Compensation Plan” and
replace it with “Amended and Restated Elephant Talk Communications Corp. 2008 Long-Term Incentive Compensation Plan.”


 


6. Article II of the
Plan is hereby amended to add the following Section 2.28:


 


Section 2.28 “Compensation
Committee” means the Compensation Committee of the Board.


 






    	 



    	 



    

 


7. The following is hereby
added following the second sentence of Section 3.1:


 


Notwithstanding the foregoing,
the Board may authorize the Company’s Chief Executive Officer, another executive officer, or a committee of such officers
(the “Authorized Officers”) to grant Options under the Plan, to the extent permitted by applicable law. If so authorized,
the Authorized Officers shall have the same authority as the Board under this Section 3.1 and otherwise under the Plan with respect
to the grant of Options, subject to the limitations set forth in such authorization, if any.


 


8. The first sentence
of Section 11.3 of the Plan is hereby amended to add clause (v), as follows:


 


The Board may, in its
discretion, authorize all or a portion of the Nonqualified Stock Options granted under this Plan to be on terms which permit transfer
by the Participant to (i) the ex-spouse of the Participant pursuant to the terms of a domestic relations order, (ii) the spouse,
children or grandchildren of the Participant (“Immediate Family Members”), (iii) a trust or trusts for the exclusive
benefit of such Immediate Family Members, (iv) a partnership or limited liability company in which such Immediate Family Members
are the only partners or members, or (v) as otherwise determined by the Board in accordance with applicable law.


 


Except as specifically
amended hereby, the Plan shall remain otherwise unmodified and in full force and effect.


 


 


Signature Page Follows


 




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IN WITNESS WHEREOF,
the undersigned, a duly authorized officer of the Company, has executed this Amendment as of the date first above-written as evidence
of its adoption by the Company.


 


 





	 	ELEPHANT TALK COMMUNICATIONS CORP.
	 	 	 	 
	 	 	 	 
	 	By:	                         	 
	 	 	 	 
	 	Name:  	 	 
	 	 	 	 
	 	Title:	 	 







  












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