**Exhibit 10.75**

 

 

 

December13, 2005

 

TimothyP. Enright

645Martins Pond Road

Groton,MA 01450

 

**On behalf of iBasis, Inc. (iBasis), it is a pleasure toextend to you an offer of employment as *Senior Vice President, Retail*.  In this position you will be assigned to ourBurlington, Massachusetts, office and you will report to Ofer Gneezy, *President & Chief Executive Officer*.**

** **

**We anticipate your regular employment to begin on January2, 2006.  Your starting base salary of$180,000 will be payable on a bi-weekly basis at a rate of $6,923.08.**

** **

**In addition, you will also be eligible to receive an annualbonus, at plan, of $90,000. This bonus will be based on the achievement of corporatenet income for 2006. As with all iBasis executives, any such bonus is subject tocorporate performance generally, and remains at the discretion of theCompensation Committee of the Board of Directors.**

** **

Arecommendation will be made to the Board of Directors to grant you the right topurchase 100,000 shares of iBasis Inc. Incentive Stock Options. TheCompensation Committee of the Board of Directors meets at the end of thequarter to approve grants. The option price is based on fair market value. Youwill receive a copy of the stock plan and your option grant agreement withinninety (90) days of its approval by the Board. These options vest over afour-year period.

** **

**In the event that iBasis, Inc. (“Company”) terminates youremployment without cause or you terminate your employment for good reason, ineither case within six months after the occurrence of an acquisition or changein control, then the Company will continue to pay your base salary and providehealth benefits for nine months and your options shall immediately vest andbecome exercisable, and each option shall remain exercisable until theexpiration of the option or until it sooner terminates in accordance with itsterms.  The benefits, terms, andterminology used here shall be accorded the meaning contained in, and beinterpreted consistent with, employment agreements currently in effect betweenthe Company and its executive officers.**

** **

** **

** **

----

** **

** **

**iBasis offers employees a competitive benefits plan.  Information on our benefits and retirementplans are enclosed.  More information onhow to enroll will be provided to you on your first day of work.**

** **

**You acknowledge that you have received informal assurancesthat your current employer will waive any contractual obligations that would inany way limit your ability to work for iBasis.**

iBasis complies with theImmigration Reform and Control Act of 1986, which requires all new employees toprovide documentation of their legal right to work in the United States. Youwill be asked to complete an Employment Eligibility Form (Form I-9) within 3days of starting employment.

 

TheiBasis Employment Agreement has been enclosed in this package.  This document refers to the nondisclosure ofcompany confidential information and ownership of inventions.  iBasis requires that all employees sign thisdocument.

 

**While it is our belief that our relationship will be apositive one, it is appropriate to advise you that iBasis is an “at-will”employer and does not offer employment on a fixed term basis and either you orthe company can terminate it at any time and for any reason.**

** **

Please confirm acceptance of thisoffer by signing this letter where indicated and returning it to me no laterthan Monday, December 19, 2005.

 

Tim, all of us here look veryforward to having you join us.  Shouldyou have any questions concerning any part of this offer, please do not hesitateto call me at (781) 505-7877.

 

Sincerely,

 

Tamah Rosker

*Vice President, Human Resources*

 
| Accepted: | /s/ Timothy P. Enright |   |
|-----------|------------------------|--------|
|      |                   |   |

 

 

----

 

 

** **

**iBASIS EMPLOYMENT AGREEMENT**

 

This Employment Agreement (the “Agreement”) ismade and entered into by and between iBasis, Inc.**,** a Delaware corporation having its principal place ofbusiness at 20 Second Avenue, Burlington, MA 01803 (together with itssuccessors and assigns, and any of its present or future subsidiaries, ororganizations controlled by, controlling or under common control with it, the “Company”)and its Employee (the “Employee”).

 

# **RECITALS**

 

**WHEREAS,the Company recognizes that the Employee’s talents and liabilities are uniqueand valuable, and thus wishes to secure the services of the Employee on theterms and conditions set forth herein; and**

 

WHEREAS, the Company desires to engage the Employeebased on the Employee’s particular qualifications, in a capacity in which theEmployee may receive, initiate, contribute to or come in contact withConfidential and Proprietary Information (as hereinafter defined), and theEmployee desires to be engaged in such a capacity; and

 

WHEREAS, the Employee specifically acknowledges thatthis engagement may include inventing, discovering, initiating or contributingto Confidential or Proprietary Information and that the rights to suchinformation are intended to belong solely to the Company;

 

NOW, THEREFORE, in consideration of the mutualpromises and conditions hereinafter contained, and other good and valuableconsideration the receipt and sufficiency of which is hereby acknowledged, theparties hereto agree as follows:

 

 

**Section 1.              Employment.**

 

1.1                                 Employment.  The Companyhereby agrees to employ the Employee under the terms set forth in thisAgreement and the letter confirming employment sent to Employee by the Company.

1.2                                 Duties.  The Employeeshall have such duties as are assigned to the Employee by the Company.  The Employee agrees to use the Employee’sbest efforts to promote the success of the Company’s business, and to advancethe best interests of the Company.  TheEmployee shall devote substantially all of the Employee’s working time,attention and energies during normal business hours (other than absences due toillness or vacation) to the performance of the Employee’s duties for theCompany.   During the term of theEmployee’s employment with the Company, the Employee will not engage in anyother employment or consulting activities for any third party for direct orindirect remuneration without written consent of the Company.

1.3                                 Salary.  During theEmployee’s engagement by the Company, the Company will pay the Employee anannual salary, to be paid in accordance with the Company’s payroll practicesand policies and subject to applicable withholdings.  “Exempt” positions are exempt from overtimepay, and the Employee’s salary will compensate the Employee for all hoursworked.  “Non-exempt” positions will beeligible to earn overtime on any time in excess of forty (40) hours worked in aweek.

 

 

----

 

**Section2.              Term.**

There isno specified length of employment. Accordingly, either the Employee or the Company may terminate theemployment relationship at will, with or without cause, at any time.  In conjunction with this policy of “at-will”employment, the Employee may also be disciplined, demoted or have her or hisjob responsibilities reassigned by the Company for any reason at the Company’ssole discretion.

**Section3.              Inventions and OtherIntellectual Property**

3.1                                 Definitions. As used in this Agreement, the term “**Company’s Facilities, Material or Personnel**” meansfacilities, material or personnel owned, leased, occupied or controlled by theCompany as well as the facilities, materials or personnel of third partiesrented, leased or otherwise hired by the Company for the conduct of aspects ofthe business of the Company, and the term “**Inventionsand Other Intellectual Property”**means inventions, discoveries,concepts, developments, and ideas, whether patentable or not, including but notlimited to software and hardware systems and services, devices, processes,methods, formulae, and works of authorship including computer programs, andoperations, training and maintenance manuals.

3.2                                 Ownership.  The Employeehereby agrees that all right, title and interest in and to all of the Employee’sInventions and Other Intellectual Property made during the period of employmentwith the Company, whether pursuant to this Agreement or otherwise, and whetheror not during the hours of the Employee’s engagement or with the use orassistance of Company Facilities, Materials or Personnel, either solely orjointly with others, shall belong solely to the Company, whether or not theyare protected or protectable under applicable patent, trademark, service mark,copyright or trade secret laws.

3.3                                 Assignment of Rights. The Employee hereby assigns and agrees to assign to the Company or itsdesignee, all of the Employee’s right to and title and interest in allInventions and Other Intellectual Property, made or created during the Employee’speriod of employment with the Company, and to applications for United Statesand foreign letters patent and United States and foreign letters patent grantedupon such Inventions and to all maskworks, copyrightable materials, trademarkmaterials, and materials related thereto made or created during the Employee’speriod of employment with the Company.

3.4                                 Assignment of Copyrights. To the extent that any work is notassigned by provision of Paragraphs 3.2 and 3.3 of thisAgreement, all work by the Employee under the Agreement, regardless of where orwhen the work is performed, is deemed to be a “work made for hire” to whichcopyright vests with the Company.  To theextent any work performed by the Employee under this Agreement is not a “workmade for hire,” the Employee hereby assigns and transfers, and agrees to assignand transfer, the Employee’s copyright in the work to the Company.

3.5                                 Duty to Cooperate. The Employee agrees for himself and the Employee’s heirs, personalrepresentatives, successors and assigns, upon request of the Company, to at alltimes during and after employment, perform all acts that are reasonable anddeemed necessary or desirable by the Company to secure the full benefits,enjoyment, rights and title to the Inventions or Other Intellectual Propertyand otherwise to carry into full force and effect the text and the intent ofthe assignment agreement set out in Paragraphs 3.2, 3.3 and 3.4preceding, including 

 

 

----

 

                                                but not limited to giving testimony insupport of the Employee’s inventorship, and to execute and deliver promptly tothe Company such papers, instruments and documents without expense to theEmployee, as from time to time may be necessary or useful in the Company’sopinion to apply for, secure, enforce, maintain, reissue or defend the Company’sor its designee’s worldwide rights in the Inventions and Other IntellectualProperty made or created during the Employee’s period of employment with theCompany or in any or all United States letters patent and in any and allletters patent in any country foreign to the United States.  This obligation shall survive the term andtermination of this Agreement.  Employeeshall be compensated by the Company at reasonable rates for time in complyingwith this provision after his termination from Employment.

3.6                                 No Violation of Third Party Agreements orPolicies.  The Employee warrants and represents to theCompany that she or he is not subject to any agreement or company or universitypolicy inconsistent with the Agreement regarding Inventions and Other IntellectualProperty set forth herein.

3.7                                 Attorney-in-Fact. In the event that the Company is unable for any reason to secure theEmployee’s signature on any document required to apply for or execute anypatent, copyright, mask work or other applications with respect to anyInventions and Other Intellectual Property rights (including improvements,renewals, extensions, continuations, decisions or continuations-in-partthereof), the Employee hereby irrevocably designates and appoints the Companyand its duly authorized officers and agents as his/her agents andattorneys-in-fact to act on his/her behalf and instead of Employee, to executeand file any such application and to do all other lawfully permitted acts tofurther the prosecution and issuance of patents, copyrights, mask works orother rights made or created during the Employee’s period of Employment withthe Company thereon with the same legal force and effects as if executed by theEmployee.

 

**Section4.              Shop Right.**

Notwithstanding anyprovision of this Agreement creating greater rights, the Company shall have theroyalty-free worldwide right to use in its business, and to make, have made,use, sell, offer for sale, or import products, processes and services derivedfrom, any inventions, discoveries, concepts and ideas, whether or notpatentable, including but not limited to systems, devices, software, processes,methods, formulae, and techniques, as well as improvements thereof and know-howrelated thereto, that are not Inventions as defined herein, but which are madeor conceived by the Employee during the Employee’s engagement by the Company orassociated companies or with the use or assistance of the Company’s Facilities,Materials or Personnel to the extent permitted by applicable federal and statelaw.

**Section5.              Confidentiality**

5.1                                 Definitions. As used in this Agreement, the term **“Confidentialand Proprietary Information”** means Company trade secrets, aswell as any and all information disclosed to or known by the Employee as aconsequence of or through the Employee’s engagement by the Company orassociated companies or employees, or which the Employee has assigned or isunder an obligation to assign to the Company, about the Company’s plans,products, processes and services, including, without limitation, (a)information of a technical nature, such as

 

 

----

 

information regardingpast, present and future research, discoveries, ideas, concepts, know-how,techniques, designs, specifications, drawings, blueprints, tracings, diagrams,models, samples, data, product information, marketing plans, computer programs(whether in source or object code form or other form and whether contained onprogram listings, magnetic tape, magnetic disks, CD ROMs or other media),computer program documentation, disks, diskettes, tapes, logic, flow charts,specifications, documentation and ideas relating to the activities of theCompany, (b) information of a business nature, such as information regardingpast, present and future client development, financial data, prospective andactual customer names, lists, or proposals, patent applications, businessinformation, strategic and development plans, employee lists, business manuals,marketing plans, strategies, procurement specifications, contacts, quotations,and (c) all documents, drawings, reports, client lists, and other physicalembodiments of all such information.

5.2                                 Except as specifically directed orconsented to by the Company in writing, the Employee will not, directly orindirectly, during or after the term of the Employee’s engagement by theCompany, communicate, disclose, or cause to have communicated or disclosed, inany way, any trade secrets of the Company or other Confidential and ProprietaryInformation.  Nothing contained hereinshall prevent Employee from disclosing trade secrets or Confidential andProprietary Information if so directed by a court of competent jurisdiction orto her or his legal advisors and others with a legitimate reason to know aspart of any legal proceedings or dispute concerning such Information.

5.3                                 The restriction of Paragraph 5.2shall not apply to information that the Employee can establish, by competentproof:  (i) was known, other than underbinder of secrecy, to the Employee prior to the Employee’s engagement by theCompany; (ii) has passed into the public domain prior to or after itsdevelopment by or for the Company other than through acts or omissionsattributable to the Employee; or (iii) was subsequently obtained other thanunder binder of secrecy from a third party other than the Company or associatedcompanies.

5.4                                 Upon termination of the Employee’sengagement by the Company, or at any other time upon the request of theCompany, the Employee shall forthwith deliver to the Company any and alldocuments, notes, notebooks, letters, manuals, prints, drawings, blockdiagrams, photocopies of documents, devices, hardware, data, databases, sourcecode, object code, and data or computer programming code stored on an opticalor electronic medium, relating to the Company’s business and affairs, includingall materials that are in the possession of or under the control of theEmployee and that incorporate any Confidential and Proprietary Information orany reference thereto.

5.5                                 The Employee acknowledges that theCompany’s Confidential and Proprietary Information constitutes unique andvaluable assets of the Company, the loss or unauthorized disclosure of whichwould cause the Company irreparable harm. Upon the breach or threatened breach by the Employee of any of theprovisions of this Section 5, the Company shall be entitled to aninjunction, without bond, restraining the Employee from committing suchbreach.  This right to an injunctionshall not be construed to prohibit the Company from pursuing any other remediesavailable to it at law or in equity for such breach or threatened breach,including the recovery of damages.  Incase of any dispute hereunder, the parties will submit to the jurisdiction andvenue of any court of competent jurisdiction, including such courts in SuffolkCounty, Massachusetts, and will comply with all requirements necessary to givesuch court jurisdiction over the parties and the controversy.  EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURYTRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES.

 

----

 

The Employee acknowledges that the Company’sConfidential and Proprietary Information constitutes unique and valuable assetsof the Company, the loss or unauthorized disclosure of which would cause theCompany irreparable harm.  Upon thebreach or threatened breach by the Employee of any of the provisions of this Section5, the Company shall be entitled to an injunction, without bond,restraining the Employee from committing such breach.  This right to an injunction shall not beconstrued to prohibit the Company from pursuing any other remedies available toit at law or in equity for such breach or threatened breach, including therecovery of damages.  In case of anydispute hereunder, the parties will submit to the jurisdiction and venue of anycourt of competent jurisdiction, and will comply with all requirementsnecessary to give such court jurisdiction over the parties and thecontroversy.  EACH PARTY HEREBY WAIVESANY RIGHT TO A JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES.

**Section6.**              **Covenant Not to Compete**

 

6.1                                 Definitions. As used in this Agreement, the term **“CompetingOrganization”** means any person or organization engaged in orwith specific plans to become engaged in research on, or development,production, marketing or selling of a Competing Product, and the term **“Competing Product”** means any product,process or service of any person or organization other than the Company,whether or not in existence, that competes or is likely to compete, directly orindirectly, with a product, process or service that is being developed, sold ormarketed at the time the Company seeks to enforce this paragraph and upon orwith which the Employee has worked for the Company or about which the Employeeacquired Confidential and Proprietary Information by virtue of engagement withthe Company.

6.2                                 The Employee agrees and acknowledges thatin order to assure the Company that it will retain its value as a goingconcern, it is necessary that the Employee undertake not to utilize theEmployee’s special knowledge of the technology and the business of the Companyand the Employee’s relationships with customers and suppliers to compete withthe Company.  Employee furtheracknowledges that:

 

i.                                          The Employee occupies a position of trustand confidence with the Company and, during Employee’s engagement under thisAgreement, the Employee will become familiar with the Company’s trade secretsand with other Confidential and Proprietary Information;

 

ii.                                       The agreements and covenants contained inthis Section 6 are essential to protect the Company and its associatedgoodwill; and

 

iii.                                    The Employee’s engagement with theCompany has special, unique and extraordinary value to the Company, and theCompany would be irreparably damaged if the Employee were to provide servicesto any person or entity in violation of the provisions of this Agreement.

 

6.3                                 During the term of this Agreement and fora period of one year thereafter, the Employee will not render services,directly or indirectly, to any Competing Organization which is engaged inmarketing or selling of a Competing Product in the United States, except thatthe Employee may accept employment with, or render services to, (i) a CompetingOrganization whose business is diversified, but only to the parts of suchbusiness which are not a Competing 

 

 

----

 

Organization, providedthat the Company, prior to the Employee’s accepting such employment orrendering such services, shall receive separate written assurance satisfactoryto the Company from such Competing Organization and from the Employee that theEmployee will not render services directly or indirectly in connection with anyCompeting Product or (ii) any university or academic institution so long assuch employment or engagement does not involve use or disclosure of anyConfidential and Proprietary Information or research on or development of anyCompeting Product.  Nothing containedherein shall preclude Employee from participating, directly or indirectly, as apassive investor in the securities of any publicly-traded corporation. TheEmployee agrees to disclose to every Competing Organization, by which theEmployee may subsequently be employed or engaged, the restrictions upon theEmployee’s services herein contained.

6.4                                 During the Employee’s engagement by theCompany and for a period of one year after the Employee ceases to be engaged bythe Company, the Employee shall not, directly or indirectly, solicit asemployees, partners, or in any other personal or representative capacity anypresent employee of the Company for the purpose of securing business or contractsrelated to the business in which Company is engaged, or competing with Company.

6.5                                 During Employee’s engagement by theCompany and for a period of one year after Employee ceases to be engaged byCompany, the Employee shall not, directly or indirectly, solicit business from,divert business from, or attempt to convert to other methods of using the sameor similar products or services as provided by Company, any existing client,account or location of Company at the time of any such solicitation or attempteddiversion with which the Employee has had any contact as a result of theEmployee’s engagement by Company.

 

6.6                                 If any court of competent jurisdictionshall at any time deem the term of this Agreement or any particular restrictivecovenant too lengthy or the territory too extensive, the other provisions ofthis Section 6 shall nevertheless stand, the restricted period shall be deemedto be the longest period permissible by law under the circumstances and theterritory shall be deemed to comprise the largest territory permissible by lawunder the circumstances.  The court ineach case shall reduce the restricted period and/or territory to permissibleduration or size.

 

6.7                                 The Employee will not assert any rightsunder any Inventions and Other Intellectual Property, discoveries, concepts orideas or improvements thereof or know-how related thereto, as having been madeor acquired by the Employee prior to the Employee’s engagement by the Companyexcept as disclosed in writing in Exhibit A to this Agreement.  The Employee represents that the list in ExhibitA is complete.  If there is no suchlist on Exhibit A, the Employee represents that the Employee has norights in any such Inventions and Other Intellectual Property, discoveries,concepts or ideas or improvements thereof or know-how related thereto.

 

**Section7.              General Provisions.**

 

7.1                                 Binding Effect. This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective heirs, personal representatives,successors, and assigns.

 

 

----

 

7.2                                 Counterparts. This Agreement may be executed simultaneously in any number ofcounterparts, each of which shall be deemed an original but all of whichtogether shall constitute one and the same instrument.

 

7.3                                 Presumption. This Agreement or any section thereof shall not be construed against anyparty due to the fact that this Agreement or any section hereof was drafted bysuch party.

 

7.4                                 Governing Law. This Agreement, and all transactions contemplated hereby, shall begoverned by, construed, and enforced in accordance with the laws of theCommonwealth of Massachusetts, without reference to the conflict of lawsprovisions thereof.

 

7.5                                 Severability. If any term, provision, clause, article, condition or other portion ofthis Agreement is determined to be invalid, void, or unenforceable by a courtof competent jurisdiction, the same will be deemed amended or deleted to theextent necessary to make it enforceable, and it will not affect any other term,provision, clause, article, condition, or other portion hereof, and theremainder of this Agreement will remain in full force and effect.

 

7.6                                 No Conflict. The Employee warrants and represents to the Company that the Employee isnot now under any obligation of a contractual or other nature to any person,firm, corporation, or university which is inconsistent or in conflict with thisAgreement or any provision hereof, or which would prevent, limit or impair inany way the execution of this Agreement or the performance by the Employee’sobligations hereunder, and the Employee will indemnify and hold harmless theCompany, its directors, officers and employees against and in respect of allliability, loss, damage, expense, or deficiency resulting from anymisrepresentation, or breach of any warranty or agreement made by Employee inconnection with Employee’s employment hereunder.

 

7.7                                 Notices.  All noticesor other communications required or permitted by this Agreement to be given ormade by one party to the other shall be made or given in writing and deliveredeither in person, by overnight delivery, by certified mail or registered mail,postage prepaid, return receipt requested or by telex or facsimile to theCompany at the address specified below, or to the Employee at the addressmaintained in the Company’s records, which Employee agrees to keep up todate.  Such notice will be effective upondelivery or transmission in such a manner. Proof of delivery or transmission insuch a manner shall constitute proof of receipt.

 

 
| iBasis, Inc.           |   |
|------------------------|--------|
| ATTN: Ms. Tamah Rosker |   |
| 20 Second Avenue       |   |
| Burlington, MA 01803   |   |
| FAX: (781) 505-7330    |   |

 

7.8                                 Survival of Obligations. Sections 3, 4, 5, and 6 of this Agreement, including the Employee’sobligations to the Company regarding Confidential and Proprietary Information andthe Employee’s covenant not to compete with the Company as set for the herein,shall survive the term and termination of this Agreement.

 

7.9                                 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto inrespect of the subject matter contained herein and supersedes all prioragreements, promises, covenants, arrangements, communications, representationsor warranties, whether oral or 

 

 

----

 

written, by anyofficer, employee or representative of any party hereto in respect of suchsubject matter. Any prior agreement of the parties hereto in respect of thesubject matter contained herein is hereby terminated and canceled.

 

7.10                           Agreement Read. Understood and Fair. Employee has carefully read and considered all provisions of this Agreementand agrees that all of the restrictions set forth are fair and reasonable andare reasonably required for the protection of the interests of Company.

 

7.11                           Defense of Applicability of Agreement. Employee agrees to defend the applicability and validity of thisAgreement at all times and in all places.

 

7.12                           Waiver.  None of theprovisions of this Agreement shall be deemed to be waived by any act oracquiescence on the part of the company or its agents.  No waiver of any provision of this Agreementshall constitute a waiver of any other provision.  The failure of the Company to enforce aprovision of this Agreement shall not be deemed a waiver of that provision.

 

7.13                           Proof of Legal Authority. Under federal immigration laws, the Company is required to verify eachnew employee’s identity and legal authority to work in the United States.  Therefore, the Employee’s employment pursuantto this Agreement is contingent upon the Employee submitting the legallyrequired proof of the Employee’s identity and authorization to work in theUnited States.  Not later than theEmployee’s third day of employment, the Employee will provide the requiredidentification.

 

7.14                           Except as provided above in Paragraph 5.5and except for claims arising out of the Workers Compensation Act, either partymay require that all disputes or injuries arising out of the employmentrelationship between the Employee and the Company, including but not limited toclaims for breach of contract; wrongful termination; age, sex, race or other unlawfuldiscrimination or harassment; defamation; violation of public policy; and anydispute over the validity of, breach or rescission of this Agreement, shall besettled by an arbitration in accordance with the commercial arbitration rulesof the American Arbitration Association before a one (1) person panel. TheEnglish language shall be used throughout the arbitral proceeding.  The arbitration shall take place in Boston,Massachusetts, U.S.A.  The cost of thearbitration, including the fees and expenses of the arbitrator(s), shall beshared equally by the Parties unless that award provides otherwise.  Any decision or order of the arbitrator shallbe binding upon the parties hereto. Judgment upon any award so rendered may be entered in any court havingjurisdiction.  Except as provided abovein Paragraph 5.5 above, the Employee and the Company agree thatarbitration is the sole and exclusive remedy, and each party waives the rightto a jury trial and to seek legal relief in any other forum.  This provision however, shall not prohibitthe Employee or the Company from obtaining injunctive relief pendingarbitration.

 

                I UNDERSTAND THATTHIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY EMPLOYMENT, ANDRESTRICTS MY RIGHTS TO DISCLOSE OR USE THE COMPANY’S CONFIDENTIAL INFORMATIONOR TO COMPETE WITH THE COMPANY DURING OR SUBSEQUENT TO MY EMPLOYMENT.

 

                I HAVE READ THISAGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

 

Dated: December 19, 2005.

 

 

 

----

 

Signature

 

 

| /s/ Timothy P. Enright |
|------------------------|

 

 

ACCEPTED AND AGREED:

 

iBASIS, INC.

 

 
| By:          | /s/ Tamah Rosker  |   |
|--------------|-------------------|--------|
|         |              |
| Tamah Rosker |              |
|         |   Print |   |
|              |                   |        |  |

 

 

Title:Vice President — Human Resources

##### *** ***

##### *** ***

##### *** ***

##### *** ***

##### *** ***

##### *** ***

##### *** ***

##### *** ***

##### *** ***

##### *** ***

##### ***Version 4.2.01***

##### *** ***

 

----

 

##### ***EXHIBIT A***

 

 

 

                Set forth beloware all Inventions and Other Intellectual Property, discoveries, concepts orideas or improvements thereof or knowhow related thereto made or acquired bythe Employee prior to the Employee’s engagement by the Company:

 

 

[Employee to complete ifapplicable]

 

 

1.

 

 

2.

 

 

3.

 

 

4.

 

 

5.

 

 

6.

 

 

 

 

Ifno Inventions and Other Intellectual Property, discoveries, concepts or ideasor improvements thereof or know-how related thereto are set forth above, theEmployee represents that the Employee has no rights in any such Inventions andOther Intellectual Property, discoveries, concepts or ideas or improvementsthereof or know-how related thereto made or acquired by the Employee prior tothe Employee’s engagement by the Company.

 

 
|   |   |     |   |   |
|--------|--------|----------|--------|--------|
|   |   | Employee |   | Date   |

 

 

** **

** **

 

 

 

----