EXHIBIT 4.7
IDT CORPORATION
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (this "Agreement") is entered into as of
March 1, 1999, by and between IDT Corporation, a Delaware corporation (the
"Company"), and Xxx Xxxxxxx (the "Executive").
WHEREAS, the Company desires to grant to the Executive options to
acquire an aggregate of 300,000 shares of common stock of the Company, par value
$.01 per share (the "Stock"), on the terms set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. Capitalized terms are defined herein.
2. Grant of Options. The Executive is hereby granted stock options (the
"Options") to purchase an aggregate of 300,000 shares of Stock, pursuant to the
terms of this Agreement.
3. Terms. The term of the Options (the "Option Term") shall be for ten
(10) years commencing on March 1, 1999 and terminating on February 28, 2009.
4. Option Price. The initial exercise price per share of the Options
shall be $12.625, subject to adjustment as provided herein.
5. Conditions to Exercisability. The Options shall vest as follows:
twenty-five thousand (25,000) Options shall vest upon execution of this
agreement and shall be immediately exercisable; thereafter, commencing on May 1,
1999, twenty-five thousand (25,000) options shall vest at the beginning of each
of the Company's fiscal quarters during the Option Term.
6. Method of Exercise. An Option may be exercised, as to any or all
full shares of Common Stock as to which the Option has become exercisable, by
written notice delivered in person or by mail to the Company's transfer agent or
other administrator designated by the Company, specifying the number of shares
of Common Stock with respect to which the Option is being exercised.
7. Medium and Time of Payment. The Option Price shall be paid in full,
at the time of exercise, in cash or in shares of Common Stock (whether then
owned by the Executive or issuable upon exercise of the Option) having a Fair
Market Value equal to such Option Price or in a combination of cash and Common
Stock, including a cashless exercise procedure through a broker-dealer.
8. Termination. In the event that the Executive's employment is
terminated without Cause, or the Executive shall terminate his employment for
Good Reason, any and all unvested options shall automatically vest upon the
applicable Date of Termination, and the Executive shall be permitted to exercise
any and all Options which are outstanding as of the date of his termination
within two years from the Date of Termination. The provisions of this paragraph
shall not extend the term of any Option beyond the dates set forth herein.
9. Death of Executive. If the Executive shall die while employed by the
Company or a subsidiary thereof, or within thirty (30) days after the date of
termination of such Executive's employment, all Options theretofore granted to
such Executive (to the extent otherwise exercisable) may, unless earlier
terminated in accordance with their terms, be exercised by the Executive or by
the Executive's estate or by a person who acquired the right to exercise such
Options by bequest or inheritance or otherwise by result of the death of the
Executive, at any time within 180 days after the death of the Executive. In the
event that an Option granted hereunder shall be exercised by the legal
representatives of a deceased or former Executive, written notice of such
exercise shall be accompanied by a certified copy of letters testamentary or
equivalent proof of the right of such legal representative to exercise such
Option.
10. Transferability of Options. Stock Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than to
an immediate family member of Executive or to a trust or other estate planning
entity created for the benefit of the Executive or one or more members of his
immediate family, provided that, in all cases, such transferee executes a
written consent to be bound by the terms of this Agreement.
11. Withholding Taxes. No later than the date of exercise of an Option,
the Executive will pay to the Company or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of an Option. Alternatively,
solely to the extent permitted or required by law, the Company may deduct the
amount of any federal, state or local taxes of any kind required by law to be
withheld upon the exercise of an Option from any payment of any kind due to the
Executive. The withholding obligation may be satisfied by the withholding or
delivery of the Stock.
12. Certain Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Cause": for purposes of this Agreement, the Company shall have "Cause" to
terminate the Executive's employment hereunder (i) upon the Executive's
conviction for the commission of an act or acts constituting a felony under the
laws of the United States or any state thereof, or (ii) upon the Executive's
willful and continued failure to substantially perform his duties hereunder
(other than any such failure resulting form the Executive's incapacity due to
physical or mental illness), after written notice has been delivered to the
Executive by the Company, which notice specifically identifies the manner in
which the Executive has not substantially performed his duties, and the
Executive's failure to substantially perform his duties is not cured within ten
(10) business days after notice of such failure has been given to the Executive.
For purposes of this paragraph, no act or failure to act on the Executive's part
shall be deemed "willful" unless done or omitted to be done, by the Executive
not in good faith and without reasonable belief that the Executive's act, or
failure to act, was in the best interest of the Company.
"Good Reason" shall mean the occurrence (without the Executive's express written
consent) of any one of the following acts by the Company, or failure by the
Company to act:
(i) a material breach of the Executive's employment agreement, if any, by
the Company;
(ii) the assignment to the Executive of any duties inconsistent with the
Executive's status as a senior executive officer of the Company or a substantial
adverse alternation in the nature or status of the Executive's responsibilities;
or
(iii) any purported termination of the Executive's employment which is not
effected pursuant to a notice of termination satisfying the applicable
requirements of any employment agreement that shall be in effect between the
Executive and the Company.
(iv) a reduction in Executive's annual base salary;
(v) a significant reduction in Executive's positions, duties,
responsibilities or reporting lines;
(vi) relocation of Executive's principal place of employment outside of the
Hackensack, New Jersey area; or
(vii) a "Change in Control" of the Company.
"Date of Termination" shall mean (i) if the Executive's employment is terminated
by his death, the date of his death, or (ii) if the Executive's employment is
otherwise terminated by written notice from one party to the other, the date
specified in the applicable notice of termination; provided, however, that if
within thirty (30) days after any notice of termination is given the party
receiving such notice of termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally determined. If within fifteen (15) days after any
notice of termination is given, or if later, prior to the Date of Termination
(as determined without regard to this paragraph), the party receiving such
notice of termination notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date on which the dispute
is finally resolved, either by mutual written agreement of the parties or by a
final judgement, order or decree of a court of competent jurisdiction (which is
not appealable or with respect to which the time for appeal, therefrom has
expired and no appeal has been perfected); provided further that the Date of
Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence.
13. Terms Incorporated by Reference Herein. Each of the terms of the
Company's 1996 Stock Option and Incentive Plan ("Plan"), as in effect as of the
date hereof, shall be deemed to govern the Options granted hereunder, as if the
Options had been granted pursuant to the Plan. To the extent that there is any
inconsistency between this Agreement and the terms of the Plan, the terms of
this Agreement shall govern.
14. Entire Agreement. This Agreement contains all of the understandings
between the parties hereto pertaining to the xxxxxx referred to herein, and
supersedes all undertakings and agreements, whether oral or in writing,
previously entered into by them with respect thereto. The Executive represents
that, in executing this Agreement, he does not rely and has not relied upon any
representation or statement not set forth herein made by the Company with regard
to the subject matter of this Agreement or otherwise.
15. Amendment of Modification, Waiver. No provision of this Agreement
may be amended or waived unless such amendment or waiver is agreed to in
writing, signed by the Executive and by a duly authorized officer of the
Company. No waiver by any party hereto of any breach by another party hereto of
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar of dissimilar condition or provision at
the same time, any prior time or any subsequent time.
16. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. All notices
to the Company shall be addressed to it at:
IDT Corporation
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Options Administrator
All notices to the Executive or other person or persons then entitled to
exercise the Options shall be addressed to the Executive or such other person or
persons at:
Xxx Xxxxxxx
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
Anyone to whom a notice may be given under this Agreement may designate a new
address by notice to such effect.
17. Severability. If any provision of this Agreement or the application
of any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent,
the remainder of this Agreement or the application of such provision to such
person or circumstances other than those to which it is so determined to be
invalid and unenforceable, shall not be affected thereby, and each provision
hereof shall be validated and shall be enforced to the fullest extent permitted
by law.
18. Governing Law. This Agreement shall be construed and governed in
accordance with the laws of the state of Delaware, without regard to principals
of conflicts of laws.
19. Headings. All descriptive headings of sections and paragraphs in
this Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section of
paragraph.
20. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by an authorized officer and the Executive has hereunto set his hand
all as of the date first above written.
IDT Corporation
By:
-------------------------
Name:
Title:
By: /s/ Xxx Xxxxxxx
-------------------------
Executive: Xxx Xxxxxxx
Telephone: (000) 000-0000
Schedule to Exhibit 4.7
Attached to this Schedule is the Stock Option Agreement, dated as of
March 1, 1999, between IDT Corporation and Xxx Xxxxxxx, which is a
representative example of the Stock Option Agreements, dated as of March 1,
1999, between IDT Corporation and the optionees listed in note (9) to the
"Calculation of Registration Fee" table in the Registration Statement to which
this Schedule and Exhibit are attached (the "Option Agreements"). The Option
Agreements, which (other than the one attached to this Schedule) are identified
below, are substantially identical to the Stock Option Agreement attached to
this Schedule except for the names of the optionees, their respective addresses
and the number of shares of Common Stock of IDT Corporation underlying the
options reflected thereby as set forth below (other than addresses):
--------------------- --------------- ---------------------- --------------- ---------------------------------------
Name of Optionee Date of Stock Number of Shares of Exercise Price Vesting Schedule
Option Common Stock of IDT
Agreement Corporation Issuable
Upon Exercise of
Option
--------------------- --------------- ---------------------- --------------- ---------------------------------------
Xxxxx X. Xxxxxxx 3/1/99 200,000 $12.6250 25,000 3/1/00; 25,000 6/1/00; 25,000
9/1/00;
25,000 12/1/00; 25,000 3/1/01; 25,000
6/1/01;
25,000 9/1/01; 25,000 12/1/01
--------------------- --------------- ---------------------- --------------- ---------------------------------------
Xxx Xxxxxxx 3/1/99 200,000 $12.6250 25,000 3/1/00; 25,000 6/1/00; 25,000
9/1/00;
25,000 12/1/00; 25,000 3/1/01; 25,000
6/1/01;
25,000 9/1/01; 25,000 12/1/01
--------------------- --------------- ---------------------- --------------- ---------------------------------------
Xxxxx Xxxxx 3/1/99 50,000 $12.6250 50,000 3/1/99
--------------------- --------------- ---------------------- --------------- ---------------------------------------
Xxxxxxxx Xxxxxxxxxx 3/1/99 25,000 $12.6250 7,000 3/1/01; 9,000 3/1/01; 9,000
3/1/02
--------------------- --------------- ---------------------- --------------- ---------------------------------------
Xxxxxx Xxxxxxxxxxxx 3/1/99 25,000 $12.6250 7,000 3/1/01; 9,000 3/1/01; 9,000
3/1/02
--------------------- --------------- ---------------------- --------------- ---------------------------------------
