NEUTRAL TANDEM, INC.

RESTRICTED STOCK AGREEMENT

This Agreement is made as of Nov. 8, 2004 (the ?Effective Date?), by and between Neutral Tandem, Inc., a Delaware corporation (the ?Company?), and Robert M. Junkroski (the ?Stockholder?).

WHEREAS, the Stockholder concurrently herewith is becoming the holder of an aggregate of 64,000 shares (the ?Shares?) of the common stock, par value $0.001 per share, of the Company (?Common Stock?);

WHEREAS, it is desired that the Stockholder continue his association with the Company for a reasonable period of time in order to retain the Shares.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall expire on the earlier of (i) the date on which the Applicable Percentage (as defined below) is zero, (ii) the date on which the Company consummates its Purchase Option (as defined below) in full, or (iii) the date on which the Purchase Option expires.

2. Purchase Option.

(a) General. In the event the Stockholder?s employment with the Company is terminated for any reason, with or without Cause (as defined below), prior to September 30, 2008, the Company shall have the right and option (the ?Purchase Option?) to purchase from the Stockholder, for a sum of $0.001 per share (as adjusted for any stock split, recapitalization or similar event, the ?Option Price?), all of the Unvested Shares (as defined below). For purposes of this Agreement, employment with the Company shall mean full-time employment with the Company or with a parent, subsidiary or successor of the Company.

(b) Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase option on the date of the occurrence of such event, except to the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option remains in effect following a Corporate Transaction, it shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company?s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder?s employment with the Company is terminated for any reason other than for Cause or by the Stockholder voluntarily which shall not include a Constructive Termination (as defined below)) during the 60-day period

-1-

immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder is not employed by the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder?s employment with such successor corporation is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC