EXHIBIT 10.13
EMPLOYMENT AGREEMENT
Agreement made on October 28, 1996 by and between IDT Corporation, a
Delaware corporation ("IDT") and Xxxxxxx Xxxxxx ("Xxxxxx"). This Agreement
supersedes any previous agreements between IDT and Xxxxxx.
Xxxxxx is employed by IDT as the Chief Information Officer. Xxxxxx'x first
day of employment was September 1, 1996. Xxxxxx reports directly to Xxxxxx
Xxxxxx and Xxxxxx Xxxxx. Xxxxxx shall be compensated as follows:
1.Signing Bonus
Upon October 29, 1996, Xxxxxx shall receive an option grant to purchase 15,000
shares of IDT stock at $.01 per share, and an additional option grant to
purchase 5,000 shares of IDT stock at $12.00 per share. Both grants, the
15,000 shares and the 5,000 shares, shall become vested with respect to an
incremental twenty-five (25%) of the shares on these dates: December 1, 1996
(25%), March 1, 1997 (25%), June 1, 1997 (25%), and September 1, 1997 (25%).
If at any time when Xxxxxx exercises any portion of the 15,000 options granted
at $.01, and the selling price is below $10 per share, IDT will pay Xxxxxx a
bonus equal to the number of shares sold multiplied by the amount below $10
per share of the selling price, less all applicable taxes.
2.Annualized Salary
Xxxxxx shall receive an annualized salary of $200,000 consisting of two
components.
The first component, $150,000 of the $200,000, will be paid to Xxxxxx in a
bi-weekly gross check of $5,769.23.
The second component, $50,000 of the $200,000, will be paid to Xxxxxx on a
quarterly basis in either one of two manners. Xxxxxx must specify each quarter
which manner he wishes to receive this component of compensation. Within two
weeks after November 1, 1997 and each ninety (90) day anniversary thereafter,
Xxxxxx must notify Xxxxxxxx Xxxx as to which manner of compensation Xxxxxx
wishes to receive for each respective quarter. The two payment manners are as
follows:
a. Cash Basis--Xxxxxx will receive a payment of a $12,500 pre-tax check per
quarter.
b. Stock Options--Xxxxxx will receive 3,000 IDT stock options with an
immediate vesting period and exercise date. The exercise price will be
equal IDT's lowest closing price on the NASDAQ anytime within the
quarter previous to each two week period in which Xxxxxx must notify
Rand to select this payment method.
3.Executive Benefits
The above compensation plan includes paid medical coverage for Xxxxxx. Other
benefits are available to Xxxxxx by his voluntary contributions. In the event
an Executive Benefits package becomes available to IDT executives, Xxxxxx will
be included in the executive group. All benefits covered by this paragraph do
not refer to any form of cash compensation such as salary, bonus, or stock.
With regard to cash compensation, Xxxxxx'x agreement will be independent from
any other IDT employee's compensation package.
4.Termination
In the event IDT terminates Xxxxxx, Xxxxxx will receive six months severance
once Xxxxxx signs a severance release. The six months of severance pay will be
at the annualized rate of $200,000, and will not allow Xxxxxx the choice of
compensation components as described above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date written above.
IDT, CORP.
By:
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Xxxxxxx Xxxxx Xxxxxxx Xxxxxx
Chief Financial Officer
