Form of Restricted Stock Agreement for Non-Employee Directors



 EXHIBIT 10.30 
 VONAGE HOLDINGS CORP. 
 2006 INCENTIVE PLAN 
 RESTRICTED STOCK AGREEMENT 
 “Participant”:
                                     
 “Date of Award”:
                         
 This Agreement, effective as of the Date of Award set forth above, represents the grant of Restricted Stock by Vonage Holdings Corp., a Delaware corporation (the “Company”), to the
Participant named above, pursuant to the provisions of the Vonage Holdings Corp. 2006 Incentive Plan (the “Plan”). Capitalized terms have the meanings ascribed to them under the Plan, unless specifically set forth
herein. 
 The parties hereto agree as follows: 
  

	 	1.	Grant of Restricted Stock 

 The Company hereby
grants to the Participant Restricted Stock consisting of                      restricted Shares in the manner and subject to the terms and
conditions of the Plan and this Agreement. 
  

	 	2.	Vesting of Restricted Stock 

 (a) Subject to
Section 2(e) below, the Restricted Stock vests quarterly over a period of one (1) year on the first day of each quarter after the quarter that includes the Date of the Award provided that the Participant continues to serve as a
Non-Employee Director of the Company or a Subsidiary on the applicable vesting date. 
 (b) To the extent not previously vested in accordance
with this Section 2, in the event that a Change of Control becomes effective while the Participant continues to serve as a Non-Employee Director of the Company or a Subsidiary, the Restricted Stock will vest as to all the Shares as of the
effective date of the Change of Control. 
 (c) To the extent not previously vested in accordance with this Section 2, in the event of
the Participant’s death, the Restricted Stock will vest as to all the Shares as of the date thereof. 
 (d) To the extent not previously
vested in accordance with this Section 2, in the event of the Participant’s Disability, the Restricted Stock will vest as to all the Shares as of the date thereof. 









 (e) To the extent not previously vested in accordance with Section 2(a) above, if the
Participant’s service as a Non-Employee Director of the Company is terminated for cause as determined by the Committee under the terms of the Plan, the Restricted Stock will terminate immediately and be of no force or effect. 
 (f) For purposes of this Section 2, the following term shall have the meaning set forth below: 
 “Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. 
  

	 	3.	Transferability 

 Unless permitted by the Committee
in accordance with the terms of the Plan, the Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated prior to vesting, other than by will or by the laws of descent and distribution. 
  

	 	4.	Miscellaneous 

 (a) This Agreement and the rights of
the Participant hereunder are subject to the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. If there is any
inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. 
 (b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required or, the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in
exercising his or her rights under this Agreement. The Committee shall have the right to impose such restrictions on any of the Restricted Stock as it deems necessary or advisable under applicable federal securities laws, the rules and regulations
of any stock exchange or market upon which Shares are then listed or traded, and/or any blue sky or state securities laws applicable to Shares. It is expressly understood that the Committee is authorized to administer, construe, and make all
determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. 
 (c) Vesting of the Restricted Stock will be subject to the Participant satisfying all applicable federal, state, local and foreign taxes. The Company shall have authority to deduct or withhold from all amounts payable to the Participant in
connection with the Restricted Stock, or require the Participant to remit to the Company, an amount sufficient to satisfy any applicable taxes required by law. 
  

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 (d) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. 
 IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of
the Date of Award. 
  

			
	VONAGE HOLDINGS CORP.
		
	By:	 	  
		 	Name:
		 	Title:
		
		 	  
		 	Participant


  

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