Restricted Stock Unit Agreement



 Exhibit 10.3 
  
 ARBINET-THEXCHANGE, INC. 
  
 RESTRICTED STOCK UNIT AGREEMENT 
  
 RECITALS 
  
 A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees and consultants and other independent advisors who
provide services to the Corporation (or any Parent or Subsidiary). 
  
 B. Participant is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s
issuance of shares of Common Stock to the Participant under the Plan. 
  
 C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A. 
  
 NOW, THEREFORE, it is hereby agreed as follows: 
  
 1. Grant of Restricted Stock Units. The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the
Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the vesting date of that unit. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for
those shares, the dates on which those vested shares shall be issued to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement. 
  
 AWARD SUMMARY 
  

			
	 Participant:
	  	[                    ]
		
	Award Date:	  	[                    ]
		
	Number of Shares	  	[                    ]shares of Common Stock (the
“Shares”)
	Subject to Award:	  	 
		
	Vesting Schedule:	  	The Shares shall vest in a series of three (3) successive equal annual installments upon the Participant’s completion of each year of Service over the three (3)-year period measured from
[                    ], 200    . However, one or more Shares may be subject to accelerated vesting in accordance
with the provisions of Paragraph 5 of this Agreement.
		
	Issuance Schedule	  	The Shares in which the Participant vests in accordance with the foregoing Vesting Schedule will be issuable immediately upon vesting, subject to the Corporation’s collection of the
applicable Withholding Taxes in accordance with the mandatory Share withholding provisions of Paragraph 7 of this Agreement.








 2. Limited Transferability. Prior to actual receipt of the Shares which vest hereunder, the
Participant may not transfer any interest in the Award or the underlying Shares. Any attempt by Participant to do so shall result in an immediate forfeiture of the Restricted Stock Units awarded hereunder. However, any Shares which vest hereunder
but which otherwise remain unissued at the time of the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or the laws of inheritance or to the Participant’s designated beneficiary or
beneficiaries of this Award. The Participant may also direct the Corporation to issue the stock certificates for any Shares which in fact vest and become issuable under the Award during his or her lifetime to one or more designated family members or
a trust established for the Participant and/or his or her family members. The Participant may make such a beneficiary designation or certificate directive at any time by filing the appropriate form with the Plan Administrator or its designate.

  
 3. Cessation of Service. Should the Participant
cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares and the number of Restricted Stock Units will be reduced accordingly. The
Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. 
  
 4. Stockholder Rights. The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to
the Shares subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. 
  
 5. Reorganization Event. 
  
 (a) Upon the occurrence of a Reorganization Event other than
a liquidation or dissolution of the Company, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other
property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of a
Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the
Company, all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied. 
  
 (b) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
  

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 6. Adjustment in Shares. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made
to the total number and/or class of securities issuable pursuant to this Award in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 
  
 7. Issuance of Shares of Common Stock. 
  
 (a) As soon as administratively practicable following the applicable vesting date of any portion of the
Award, the Corporation shall issue to or on behalf of the Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock; provided that the Corporation’s obligation to deliver the
Shares which vest under this Award shall be subject to the Corporation’s collection of the applicable Withholding Taxes. Such Withholding Taxes shall be collected in accordance with the following procedure: 
  

	 	•	 	On each date vested Shares are to be issued to the Participant under this Agreement, the Corporation shall automatically withhold a portion of those vested Shares with a Fair Market
Value (measured as of such vesting date) equal to the amount of the applicable Withholding Taxes and shall deposit a cash amount equal to the Fair Market Value of those withheld shares with the appropriate taxing authorities in satisfaction of such
Withholding Taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. To the extent any Shares are converted into a cash amount in connection with a Change in Control, then on each date
such cash is to be distributed to the Participant under this Agreement, the Corporation shall withhold from that cash distribution the amount necessary to satisfy the applicable Withholding Taxes, and only the remaining amount shall be distributed
to the Participant. 

  
 (b) Except
as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued.
Accordingly, the total number of shares of Common Stock to be issued at the time the Award vests shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share. 
  

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 8. Compliance with Laws and Regulations. 
  
 (a) The issuance of shares of Common Stock pursuant to the
Award shall be subject to compliance by the Corporation and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock may be listed for trading at the time of such issuance. 
  
 (b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance of any Common Stock hereby shall relieve the
Corporation of any liability with respect to the non-issuance of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 
  
 9. Successors and Assigns. Except to the extent otherwise
provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and
legatees of Participant’s estate and any beneficiaries of the Award designated by Participant. 
  
 10. Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this
Agreement. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 
  
 11. Construction. This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and
are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an
interest in the Award. 
  
 12. Governing Law. The
interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Pennsylvania without resort to that State’s conflict-of-laws rules. 
  
 13. Excess Shares. If the shares of Common Stock covered by this Agreement exceed, as of the Award Date, the
number of shares of Common Stock which may without stockholder approval be issued under the Plan, then the Award shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of
shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. The Corporation will endeavor to seek such approval from its’ shareholders. 
  
 14. Employment at Will. Nothing in this Agreement or in the Plan shall confer upon Participant any right to
continue in Service for any period of specific duration or interfere 

  

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with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which
rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above. 
  

			
	ARBINET-THEXCHANGE, INC.
		
	By:	 	 
		
	Title:	 	 
		
	Address: 	 	 
		
	 	 	 


  

			
	
	PARTICIPANT
		
	Signature: 	 	 
		
	Address:	 	 
		
	 	 	 


  

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 APPENDIX A 
  

DEFINITIONS 
  
 The following definitions shall be in effect under the Agreement: 
  

A. Agreement shall mean this Restricted Stock Unit Issuance Agreement. 
  
 B. Award shall mean the award of restricted stock units made to the Participant pursuant to the terms of this
Agreement. 
  
 C. Award Date shall mean the date the
restricted stock units are awarded to Participant pursuant to the Agreement and shall be the date indicated in Paragraph 1 of the Agreement. 
  
 D. Board shall mean the Corporation’s Board of Directors. 
  
 E. Cause shall mean the termination of the Participant’s Service by reason of his or her willful
misconduct or his or her willful failure to perform the duties and responsibilities of his or her position with the Corporation (including, without limitation, a breach by the Participant of any provision of any employment, consulting, advisory,
nondisclosure, non-competition or other similar agreement between the Participant and the Corporation), as determined by the Corporation, which determination shall be conclusive. The Participant shall also be considered to have been terminated for
Cause if the Corporation determines, within thirty (30) days after the Participant’s resignation, that a termination for Cause was warranted. 
  
 F. Common Stock shall mean shares of the Corporation’s common stock. 
  
 G. Corporation shall mean Arbinet-thexchange, Inc., a Delaware corporation, and any successor corporation to
all or substantially all of the assets or voting stock of Arbinet-thexchange, Inc. which shall by appropriate action adopt the Plan. 
  
 H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the manner and method of performance. 
  
 I. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

  
 (i) If the Common Stock is at the time traded
on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading on the Nasdaq 

  

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National Market on the date in question, as such price is reported by the National Association of Securities Dealers. If there is no closing selling price
for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price at the close of regular hours trading on the last preceding date for which such quotation exists. 
  
 (ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock at the close of regular hours trading on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for
the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling
price at the close of regular trading hours on the last preceding date for which such quotation exists. 
  
 J. 1934 Act shall mean the Securities Exchange Act of 1934, as amended. 
  
 K. Participant shall mean the person to whom the Award is made pursuant to the Agreement. 
  
 L. Parent shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 M. Plan shall mean the Corporation’s 2004 Stock Incentive Plan, as amended and restated. 
  
 N. Plan Administrator shall mean the committee of the Board
designated to act as administrator of the Plan. 
  
 O.
Reorganization Event shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash,
securities or other property, (b) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction or (c) any liquidation or dissolution of the Company. 
  
 P. Service shall mean the Participant’s performance of
services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall be deemed to cease
Service immediately upon the occurrence of the either of the following events: (i) Participant no longer 

  

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performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs
such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or
other personal leave approved by the Corporation; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of
absence, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence. 
  
 Q. Stock Exchange shall mean the American Stock Exchange or the New York Stock Exchange. 
  
 R. Subsidiary shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 S. Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the federal, state and local
employment taxes required to be withheld by the Corporation in connection with the issuance of the shares of Common Stock (or cash or other property) which vest under of the Award. 
  

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