Vonage 2008 Annual Report Download - page 56

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x
hibi
t
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um
b
er
D
escr
i
pt
i
on o
fE
x
hibi
t
1
0
.
9
Form of Restricted
S
tock Agreement for Non-Executive Directors under the Vonage Holdings
C
orp. 2006 Incentive Plan
(
Per Non-Executiv
e
Director Compensation Pro
g
ram effective July 1, 2008)(14)
*
10
.
10
Form of Nonqualified Stock Option A
g
reement for Non-Executive Directors (Quarterly Grants) under the Vona
g
e Holdin
g
s Corp. 2006
I
ncentive Plan (Per Non-Executive Director Compensation Program effective July 1, 2008)(14)*
10.1
1
Form of Nonqualified Stock Option Agreement for Non-Executive Directors (Sign-on Grant) under the Vonage Holdings Corp. 200
6
I
ncentive Plan
(
Per Non-Executive Director
C
ompensation Program effective July 1, 2008
)(
14
)
*
10.12 Vona
g
e Holdin
g
s Corp. 401(k) Retirement Plan(1)
*
10.13 Lease A
g
reement, dated March 24, 2005, between 23 Main Street Holmdel Associates LLC and Vona
g
e USA Inc.(1)
10.14 Employment Agreement dated as of July 29, 2008 by and between Vonage Holdings
C
orp. and Marc P. Lefar
(
13
)
*
10.15 Indemnification Agreement dated as of July 29, 2008 by and between Vonage Holdings
C
orp. and Marc. P. Lefar
(
13
)*
10.16 Form of Nonqualified Stock Option A
g
reement for Marc P. Lefar under the Vona
g
e Holdin
g
s Corp. 2006 Incentive Plan(13)*
10.17 Amended and Restated Employment A
g
reement, dated February 8, 2006, between Vona
g
e Holdin
g
s Corp. and Jeffrey A. Citron(1)
*
10.18
S
eparation Agreement and
G
eneral Release dated as of July 29, 2008 by and between Vonage Holdings
C
orp. and Jeffrey A.
C
itron
(
13
)*
10.19
A
mended and Restated Non-
C
ompete Agreement dated as of
O
ctober 17, 2008 by and between Vonage Holdings
C
orp. and Jeffrey A.
C
itron
(
16
)
10.20 Consultin
g
A
g
reement dated as of July 29, 2008 by and between Vona
g
e Holdin
g
s Corp. and KEC Holdin
g
s LLC(13)*
10.21 Form of Nonqualified Stock Option Agreement for Jeffrey A. Citron under the Vonage Holdings Corp. 2006 Incentive Plan(13)*
10.22 Amended and Restated Employment Agreement, dated January 1, 2009, between Vonage Holdings
C
orp. and John
S
. Rego
(
17
)*
10.23 Amended and Restated Employment A
g
reement, dated January 1, 2009, between Vona
g
e Holdin
g
s
C
orp. and Louis A. Mamakos
(
17
)*
10.24 Employment A
g
reement, dated Au
g
ust 8, 2005, between Vona
g
e Holdin
g
s Corp. and Sharon O’Leary(1)*
10.25 Confidential Separation Agreement and General Release, dated April 9, 2008, between Vonage Holdings Corp. and Sharon A. O’Leary(12)
*
10.26 Letter Agreement, dated November 8, 2006, between Vonage America Inc. and Jamie E. Haenggi
(
12
)
*
10.27 Amendment to Letter A
g
reement, dated January 1, 2009, between Vona
g
e America Inc. and Jamie E. Haen
gg
i
(
17
)
*
10.28 Non-Executive Director Compensation Pro
g
ram effective July 1, 2008(12)
*
10.29 Form of Indemnification Agreement between Vonage Holdings Corp. and its directors and certain officers(10
)
10
.
30
Third Amended and Restated Investors’ Rights Agreement, as amended, dated April 27, 2005, among Vonage Holdings Corp. and the
signatories thereto
(
3
)
1
0
.
31
Written
C
onsent of Vonage Holdings
C
orp. and
C
ertain
S
tockholders to the amendment to the Third Amended and Restated Investors
’
Ri
g
hts A
g
reement dated April 27, 2005, as amended, dated November 13, 2006(8)
10.32 Re
g
istration Ri
g
hts A
g
reement, dated December 16, 2005, amon
g
Vona
g
e Holdin
g
s Corp. and the si
g
natories thereto(1)
10.33† Agreement for
S
ervices, dated February 9, 2005, between Vonage Holdings
C
orp. and Third Party Verification, Inc.
(
2
)
10.34† First Amendment to
S
ervices Agreement, dated June 21, 2006, between Third Party Verification, Inc. and Vonage Holdings
C
orp.
(
7
)
10.35
†
S
econd Amendment to
S
ervices Agreement, dated August 25, 2006, between Third Party Verification, Inc. and Vonage Network of Ne
w
J
ersey d/b/a Vona
g
e Network Inc. (assi
g
nee of Vona
g
e Holdin
g
Corp.)(7
)
10.36 Patent Settlement Agreement, dated October 25, 2007, between Vonage Holdings Corp. and Verizon Services Corp.(11
)
10.37
S
ettlement Agreement, effective
O
ctober 27, 2007, between Vonage Holdings
C
orp. and
S
print
C
ommunications
C
ompany L.P.
(
11
)
10.38
S
ettlement and Patent License A
g
reement, dated December 21, 2007, between Vona
g
e Holdin
g
s
C
orp. and AT&T
C
orp.
(
11
)
1
0
.
39
S
ettlement A
g
reement, effective January 1, 2008 between Vona
g
e Holdin
g
s
C
orp. and Nortel Networks Inc. and Nortel Network
s
Limited
(
11
)
10
.
40
First Lien Credit and Guaranty A
g
reement, dated as of October 19, 2008 amon
g
Vona
g
e Holdin
g
s Corp., Vona
g
e America Inc., as
borrowers, certain subsidiaries of Vonage Holdings
C
orp., as guarantors, various lenders, and
S
ilver Point Finance, LL
C
, as Administrativ
e
Ag
ent,
C
ollateral A
g
ent and Lead Arran
g
er
(
15
)
1
0
.4
1
First Lien Pled
g
e and
S
ecurity A
g
reement, dated as of
O
ctober 19, 2008 amon
g
Vona
g
e Holdin
g
s
C
orp., Vona
g
e America Inc. and certai
n
subsidiaries of Vona
g
e Holdin
g
s Corp., as
g
rantors, and Silver Point Finance, LLC, as Collateral A
g
ent(15)
10
.
42
Second Lien Credit and Guaranty A
g
reement, dated as of October 19, 2008 amon
g
Vona
g
e Holdin
g
s Corp., Vona
g
e America Inc., a
s
borrowers, certain subsidiaries of Vonage Holdings
C
orp., as guarantors, various lenders, and
S
ilver Point Finance, LL
C
, as Administrativ
e
Ag
ent,
C
ollateral A
g
ent and Lead Arran
g
er
(
15
)
1
0
.4
3
S
econd Lien Pled
g
e and
S
ecurity A
g
reement, dated as of
O
ctober 19, 2008 amon
g
Vona
g
e Holdin
g
s
C
orp., Vona
g
e America Inc. and
certain subsidiaries of Vona
g
e Holdin
g
s Corp., as
g
rantors, and Silver Point Finance, LLC, as Collateral A
g
ent(15)
10
.
44
Third Lien Note Purchase A
g
reement dated as of October 19, 2008 amon
g
Vona
g
e Holdin
g
s Corp., Vona
g
e America Inc., as co-issuers,
certain subsidiaries of Vonage Holdings
C
orp., as guarantors, various purchasers, and
S
ilver Point Finance, LL
C
, as Note Agent and
C
ollateral A
g
ent
(
15
)
1
0
.4
5
Third Lien Pled
g
e and
S
ecurity A
g
reement, dated as of
O
ctober 19, 2008 amon
g
Vona
g
e Holdin
g
s
C
orp., Vona
g
e America Inc. and certai
n
subsidiaries of Vona
g
e Holdin
g
s Corp., as
g
rantors, and Silver Point Finance, LLC, as Collateral A
g
ent(15)
10
.
46
Re
g
istration Ri
g
hts A
g
reement, dated as of October 19, 2008, amon
g
Vona
g
e Holdin
g
s Corp., Vona
g
e America Inc. and purchasers o
f
20.00%
S
enior
S
ecured Third Lien Notes due 2015
(
15
)
21.1 List of
S
ubsidiaries of Vonage Holdings
C
orp.
(
17
)
23.1 Consent of BDO Seidman, LLP, independent re
g
istered public accountin
g
firm(17)
31
.
1
Certification of our Interim Chief Executive Officer pursuant to Securities Exchan
g
e Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
t
o Section 302 of the Sarbanes-Oxle
y
Act of 2002(17
)
31
.
2
Certification of our Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
S
ection 302 of the
S
arbanes-
O
xle
y
Act of 2002
(
17
)
3
2.1
C
ertification of our Interim
C
hief Executive
O
fficer and
C
hief Financial
O
fficer pursuant to 18 U.
S
.
C
.
S
ection 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(17
)
4
8
VO
NA
G
E ANN
U
AL REP
O
RT 2008