0001193125-08-165030 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 4th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware

This Agreement is made as of the 29th day of July, 2008, by and between Vonage Holdings Corp., a Delaware corporation (the “Corporation), and Marc P. Lefar (the “Indemnitee”), a director or officer of the Corporation.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 4th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New Jersey

EMPLOYMENT AGREEMENT (“Agreement”), dated July 29, 2008, by and between VONAGE HOLDINGS CORP., a Delaware corporation (the “Company”), and Marc P. Lefar (the “Executive”).

VONAGE HOLDINGS CORP. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 4th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York

This Agreement, effective as of the Date of Award set forth above, represents the grant of Nonqualified Stock Options 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.

VONAGE HOLDINGS CORP.
Nonqualified Stock Option Agreement • August 4th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • August 4th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New Jersey

This SEPARATION AGREEMENT and GENERAL RELEASE (hereinafter referred to as this “Agreement”) is made and entered into by and between Jeffrey A. Citron (“Executive”) and Vonage Holdings Corp. (defined herein to include its affiliates, subsidiaries, predecessors and successors and hereinafter referred to as “Vonage”), effective as of July 29, 2008 (the “Effective Date”). Executive and Vonage are hereafter referred to as the “Parties.”

CONSULTING AGREEMENT
Consulting Agreement • August 4th, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New Jersey

THIS CONSULTING AGREEMENT (the “Agreement”), made this 29th day of July, 2008 (the “Effective Date”), is entered into by Vonage Holdings Corp., a Delaware corporation (the “Company”), and KEC Holdings LLC, a Delaware limited liability company (the “Consultant”).

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