<PAGE>
As filed with the Securities and Exchange Commission on January 14, 1997
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDT Corporation
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-3415036
---------------------- ----------------------------------
(State of incorporation) (I.R.S. employer identification no.)
294 State Street
Hackensack, New Jersey 07601
-------------------------------------------------
(Address of principal executive offices) (Zip code)
Amended and Restated 1996 Stock Option and Incentive Plan of IDT Corporation
----------------------------------------------------------------------------
Employee Stock Option Program
-----------------------------
(Full title of the plans)
Howard S. Jonas
Chairman and Chief Executive Officer
IDT CORPORATION
294 State Street
Hackensack, New Jersey 07601
(201) 928-1000
--------------------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Joyce J. Mason, Esq.
--------------------
Secretary
IDT Corporation
294 State Street
Hackensack, New Jersey 07601
(201) 928-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share (2) Price (2) Fee
=============================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value 4,458,770 (3) $ 10.25 $ 45,702,392 $ 13,850
$.01 per
share
=============================================================================================
</TABLE>
(1) Includes 2,300,000 shares to be registered under the Amended and Restated
1996 Stock Incentive Plan and 2,158,770 shares to be registered under the
Employee Stock Option Program.
(2) Estimated pursuant to Rules 457 (c) and (h) under the Securities Act of
1933, as amended, based on of the average of the high and low prices of IDT
Corporation Common Stock on the Nasdaq National Market on January 13, 1997.
(3) Plus such additional number of shares of Common Stock as may be issuable
pursuant to the antidilution provisions of the Amended and Restated 1996
Stock Option and Incentive Plan and the Employee Stock Option Program.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, IDT Corporation, a Delaware corporation
(the "Company"), pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference in this registration
statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1996, filed October 29, 1996, as amended November 21, 1996 and
January 6, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996, filed December 16, 1996.
(c) The description of the common stock, par value $.01 per share (the
"Common Stock"), of the Company set forth as Item 1 under the caption
"Description of Securities" in the Company's Registration Statement on Form
8-A, dated March 5, 1996, filed pursuant to Section 12(g) of the Exchange
Act and declared effective by the Commission on March 15, 1996, including
any amendment or report filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the Common Stock will be passed on by
Joyce J. Mason, Esq. Ms. Mason is Secretary and General Counsel and a Director
of the Company and is the beneficial owner of options exercisable for 46,000
shares of Common Stock pursuant to the plans referred to in this Registration
Statement.
II-2
page 2 of 8 pages
<PAGE>
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that, to the extent
permitted by the Delaware General Corporation Law ("DGCL"), directors of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. Section 102(7) of
the DGCL, however, states that such a provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the Company of its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to unlawful dividends, distributions or the
repurchase or redemption of stock or (iv) for any transaction from which the
director derives an improper personal benefit.
The Company's By-Laws provide that the Company shall indemnify and hold
harmless, to the fullest extent permitted by the DGCL, any person against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred in connection with any threatened,
pending or completed legal proceedings in which such person is involved by
reason of the fact that he is or was a director, officer, employee or agent of
the Company (or serving in any such capacity with another business organization
at the request of the Company) if he acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe that his conduct was unlawful. If the legal
proceeding, however, is by or in the right of the Company, such director,
officer, employee or agent may not be indemnified in respect of any claim, issue
or matter as to which he shall have been adjudged to be liable to the Company
unless a court determines otherwise.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.01 to the Registration Statement on Form S-1 of
the Company (File No. 333-00204)).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.02 to
the Registration Statement on Form S-1 of the Company (File No. 333-
00204)).
4.3 Amended and Restated 1996 Stock Option and Incentive Plan of IDT
Corporation.
4.4 Form of Stock Option Agreement under the Amended and Restated 1996
Stock Option and Incentive Plan (incorporated by reference to Exhibit
10.16 to the Registration Statement on Form S-1 of the Company (File
No. 333-18901)).
4.5 Form of Stock Option Agreement under the Employee Stock Option Program
(incorporated by reference to Exhibit 10.17 to the Registration
Statement on Form S-1 of the Company (File No. 333-18901)).
II-3
page 3 of 8 pages
<PAGE>
5.1 Legal Opinion of Joyce J. Mason, Esq.
23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included in signature pages hereto).
Item 9. Required Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
-------- -------
not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.
(3) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act, (and, where applicable, each filing of an
II-4
page 4 of 8 pages
<PAGE>
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
page 5 of 8 pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Hackensack, State of New Jersey, on January 14, 1997.
IDT CORPORATION
By /s/ Howard S. Jonas
----------------------------
Howard S. Jonas
Chairman and Chief Executive Officer
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Howard S. Jonas and Howard S. Balter, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and all
capacities, to sign any amendments to this registration statement (including
post-effective amendments), and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact and agents, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<S> <C> <C>
/s/ Howard S. Jonas Chairman and Chief Executive Officer January 13, 1997
- ---------------------------
Howard S. Jonas (Principal Executive Officer)
/s/ James Courter President and Director January 14, 1997
- ---------------------------
James Courter
/s/ Howard S. Balter Chief Operating Officer and Director January 13, 1997
- ---------------------------
Howard S. Balter (Principal Financial Officer)
/s/ Marc E. Knoller Vice President and Director January 13, 1997
- ---------------------------
Marc E. Knoller
</TABLE>
II-6
page 6 of 8 pages
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLES DATE
--------- ------ ----
<S> <C> <C>
/s/ Joyce J. Mason Secretary and Director January 13, 1997
- ---------------------------
Joyce J. Mason
/s/ Director January __, 1997
- ---------------------------
Meyer A. Berman
/s/ Director January __, 1997
- ---------------------------
J. Warren Blaker
/s/ Director January __, 1997
- ---------------------------
David S. Steiner
/s/ Bert W. Waserman Director January 14, 1997
- ---------------------------
Bert W. Wasserman
</TABLE>
II-7
page 7 of 8 pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ------------- ----------------------
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.01 to the Registration Statement on Form S-1 of the
Company (File No. 333-00294)).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.02 to the
Registration Statement on Form S-1 of the Company (File No. 333-00294)).
4.3 Amended and Restated 1996 Stock Option and Incentive Plan of IDT
Corporation.
4.4 Form of Stock Option Agreement under the Amended and Restated 1996 Stock
Option and Incentive Plan (incorporated by reference to Exhibit 10.16 to
the Registration Statement on Form S-1 of the Company (File No. 333-
18901)).
4.5 Form of Stock Option Agreement under the Employee Stock Option Plan
(incorporated by reference to Exhibit 10.17 to the Registration Statement
on Form S-1 of the Company (File No. 333-18901)).
5.1 Legal Opinion and consent of Joyce J. Mason, Esq.
23.1 Consent of Joyce J. Mason, Esq. (included in Exhibit 5.1 hereto).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included in signature pages hereto).
II-8
page 8 of 8 pages
<PAGE>
EXHIBIT 4.3
IDT CORPORATION
AMENDED AND RESTATED
1996 STOCK OPTION AND INCENTIVE PLAN
1. Purpose; Types of Awards; Construction.
--------------------------------------
The purpose of the IDT Corporation 1996 Stock Option and
Incentive Plan (the "Plan") is to afford an incentive to executive officers,
other key employees, directors and consultants of IDT Corporation
(the "Company"), or any subsidiary of the Company which now exists or hereafter
is organized or acquired by the Company, to acquire a proprietary interest in
the Company, to continue as employees, directors or consultants, to increase
their efforts on behalf of the Company and to promote the success of the
Company's business. The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934, as
amended, and of Section 162(m) of the Internal Revenue Code of 1986, as amended,
and shall be interpreted in a manner consistent with the requirements thereof.
2. Definitions.
-----------
As used in this Plan, the following words and phrases shall have
the meanings indicated:
(a) "Acceleration Date" shall have the meaning set
forth in Section 12.
(b) "Agreement" shall mean an agreement entered into
between the Company and a Grantee in connection with an award under the Plan.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.
(e) "Committee" shall mean a committee established by
the Board to administer the Plan.
<PAGE>
(f) "Common Stock" shall mean shares of common stock,
par value $.01 per share, of the Company.
(g) "Company" shall mean IDT Corporation, a corporation
organized under the laws of the State of Delaware, or any successor corporation.
(h) "Disability" shall mean a Grantee's inability to
perform his duties with the Company or any of its affiliates by reason of any
medically determinable physical or mental impairment, as determined by a
physician selected by the Grantee and acceptable to the Company.
(i) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended from time to time.
(j) "Fair Market Value" per share as of a particular
date shall mean (i) the closing sales price per share of Common Stock on the
national securities exchange on which the Common Stock is principally traded for
the last preceding date on which there was a sale of such Common Stock on such
exchange, or (ii) if the shares of Common Stock are then traded in an over-
the-counter market, the average of the closing bid and asked prices for the
shares of Common Stock in such over-the-counter market for the last preceding
date on which there was a sale of such Common Stock in such market, or (iii) if
the shares of Common Stock are not then listed on a national securities exchange
or traded in an over-the-counter market, such value as the Committee, in its
sole discretion, shall determine; provided, however, that the Fair Market Value
per share on the date of the Initial Public Offering will equal the Initial
Public Offering price per share or such other price that the Committee
determines in its sole discretion.
(k) "Grantee" shall mean a person who receives a grant
of Options, Stock Appreciation Rights, Limited Rights or Restricted Stock under
the Plan.
(l) "Incentive Stock Option" shall mean any option
intended to be, and designated as, an incentive stock option within the meaning
of Section 422 of the Code.
2
<PAGE>
(m) "Initial Public Offering" shall mean the
underwritten initial public offering of shares of Common Stock.
(n) "Insider" shall mean a Grantee who is subject to the
reporting requirements of Section 16(a) of the Exchange Act.
(o) "Limited Right" shall mean a limited stock
appreciation right granted pursuant to Section l0.
(p) "Non-Employee Director" means a member of the Board
who is not an employee of the Company or any Subsidiary.
(q) "Nonqualified Stock Option" shall mean any option
not designated as an Incentive Stock Option.
(r) "Option" or "Options" shall mean a grant to a
Grantee of an option or options to purchase shares of Common Stock.
(s) "Option Price" shall mean the exercise price of the
shares of Common Stock covered by an Option.
(t) "Parent" shall mean any company (other than the
Company) in an unbroken chain of companies ending with the Company if, at the
time of granting an Option, each of the companies other than the Company owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one or the other companies in such chain.
(u) "Plan" means this IDT Corporation 1996 Stock Option
and Incentive Plan, as amended from time to time.
(v) "Retirement" shall mean a Grantee's retirement in
accordance with the terms of any tax-qualified retirement plan maintained by the
Company or any of its affiliates in which the Grantee participates.
(w) "Rule 16b-3" shall mean Rule 16b-3, as from time to
time in effect, promulgated under the Exchange Act, including any successor to
such Rule.
3
<PAGE>
(x) "Stock Appreciation Right" shall mean the right,
granted to a Grantee under Section 9, to be paid an amount measured by the
appreciation in the Fair Market Value of a share of Common Stock from the date
of grant to the date of exercise of the right, with payment to be made in cash
or Common Stock as specified in the award or determined by the Committee.
(y) "Subsidiary" shall mean any company (other than the
Company) in an unbroken chain of companies beginning with the Company if, at the
time of granting an Option, each of the companies other than the last company in
the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
companies in such chain.
(z) "Ten Percent Stockholder" shall mean a Grantee who,
at the time an Incentive Stock Option is granted, owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary.
3. Administration.
--------------
The Plan shall be administered by the Committee, the members of
which shall, except as may otherwise be determined by the Board, be
"disinterested directors" under Rule 16b-3 and "outside directors" under Section
162(m) of the Code.
The Committee shall have the authority in its discretion,
subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
grant Options, Stock Appreciation Rights, Limited Rights and Restricted Stock;
to determine which Options shall constitute Incentive Stock Options and which
Options shall constitute Nonqualified Stock Options; to determine which Options
(if any) shall be accompanied by Limited Rights; to determine the purchase price
of the shares of Common Stock covered by each Option; to determine the persons
to whom, and the time or times at which awards shall be granted; to determine
the number of shares to be covered
4
<PAGE>
by each award; to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the
Agreements (which need not be identical) and to cancel or suspend awards, as
necessary; and to make all other determinations deemed necessary or advisable
for the administration of the Plan.
All decisions, determination and interpretations of the
Committee shall be final and binding on all Grantees of any awards under this
Plan. No member of the Board or Committee shall be liable for any action taken
or determination made in good faith with respect to the plan or any award
granted hereunder.
4. Eligibility.
-----------
Awards may be granted to executive officers, other key
employees, directors and consultants of the Company. In addition to any other
awards granted to Non-Employee Directors hereunder, awards shall be granted to
Non-Employee Directors pursuant to Section 13 hereof. In determining the persons
to whom awards shall be granted and the number of shares to be covered by each
award, the Committee shall take into account the duties of the respective
persons, their present and potential contributions to the success of the Company
and such other factors as the Committee shall deem relevant in connection with
accomplishing the purpose of the Plan.
5. Stock.
-----
The maximum number of shares of Common Stock reserved for the
grant of awards under the Plan shall be 2,300,000, subject to adjustment as
provided in Section 12 hereof. Such shares may, in whole or in part, be
authorized but unissued shares or shares that shall have been or may be
reacquired by the Company.
If any outstanding award under the Plan should, for any reason
expire, be cancelled or be forfeited (other than in connection with the exercise
of a Stock Appreciation Right or Limited Right), without having been exercised
in full, the shares of Common Stock allocable to the unexercised, cancelled or
terminated portion of such award shall (unless the Plan shall have been termi-
5
<PAGE>
nated) become available for subsequent grants of awards under the Plan.
In no event may a Grantee be granted during any calendar year
Options to acquire more than 1,000,000 shares of Common Stock or more than
1,000,000 shares of Restricted Stock.
6. Terms and Conditions of Options.
-------------------------------
Each Option granted pursuant to the Plan shall be evidenced by a
written agreement between the Company and the Grantee (the "Option Agreement"),
in such form and containing such terms and conditions as the Committee shall
from time to time approve, which Option Agreement shall comply with and be
subject to the following terms and conditions, unless otherwise specifically
provided in such Option Agreement. For purposes of interpreting this Section 6,
a director's service as a member of the Board shall be deemed to be employment
with the Company.
(a) NUMBER OF SHARES. Each Option Agreement shall state
the number of shares of Common Stock to which the Option relates.
(b) TYPE OF OPTION. Each Option Agreement shall
specifically state that the Option constitutes an Incentive Stock Option or a
Nonqualified Stock Option.
(c) OPTION PRICE. Each Option Agreement shall state the
Option Price, which, in the case of an Incentive Stock Option, shall not be less
than one hundred percent (100%) of the Fair Market Value of the shares of Common
Stock covered by the Option on the date of grant. The Option Price shall be
subject to adjustment as provided in Section 12 hereof.
(d) 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 Grantee 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 or in such other manner as the Committee shall determine
including a cashless exercise procedure through a broker-dealer.
6
<PAGE>
(e) TERM AND EXERCISABILITY OF OPTIONS. Each Option
Agreement shall provide the exercise schedule for the Option as determined by
the Committee, provided, that, the Committee shall have the authority to
-------- ----
accelerate the exercisability of any outstanding Option at such time and under
such circumstances as it, in its sole discretion, deems appropriate. The
exercise period will be ten (10) years from the date of the grant of the Option
unless otherwise determined by the Committee; provided, however, that in the
-------- -------
case of an Incentive Stock Option, such exercise period shall not exceed ten
(10) years from the date of grant of such Option. The exercise period shall be
subject to earlier termination as provided in Sections 6(f) and 6(g) hereof. 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 Secretary of the Company, specifying the number of shares of
Common Stock with respect to which the Option is being exercised.
(f) TERMINATION. Except as provided in this Section 6(f)
and in Section 6(g) hereof, an Option may not be exercised unless the Grantee is
then in the employ of or maintaining a director or consultant relationship with
the Company or a Subsidiary thereof (or a company or a Parent or Subsidiary
company of such company issuing or assuming the Option in a transaction to which
Section 424(a) of the Code applies), and unless the Grantee has remained
continuously so employed or in the director or consultant relationship since the
date of grant of the Option. In the event that the employment or consultant
relationship of a Grantee shall terminate (other than by reason of death,
Disability or Retirement), all Options of such Grantee that are exercisable at
the time of such termination may, unless earlier terminated in accordance with
their terms, be exercised within thirty (30) days after the date of such
termination (or such different period as the Committee shall prescribe).
(g) DEATH, DISABILITY OR RETIREMENT OF GRANTEE. If a
Grantee shall die while employed by, or maintaining a director or consultant
relationship with, the Company or a Subsidiary thereof, or within thirty (30)
days after the date of termination of such Grantee's employment, director or
consultant relationship (or
7
<PAGE>
within such different period as the Committee may have provided pursuant to
Section 6(f) hereof), or if the Grantee's employment, director or consultant
relationship shall terminate by reason of Disability, all Options theretofore
granted to such Grantee (to the extent otherwise exercisable) may, unless
earlier terminated in accordance with their terms, be exercised by the Grantee
or by the Grantee's estate or by a person who acquired the right to exercise
such Options by bequest or inheritance or otherwise by reason of death or
Disability of the Grantee, at any time within 180 days after the death or
Disability of the Grantee (or such different period as the Committee shall
prescribe). In the event that an Option granted hereunder shall be exercised by
the legal representatives of a deceased or former Grantee, 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. In the event that the employment or consultant relationship of a Grantee
shall terminate on account of such Grantee's Retirement, all Options of such
Grantee that are exercisable at the time of such Retirement may, unless earlier
terminated in accordance with their terms, be exercised at any time within one
hundred eighty (180) days after the date of such Retirement (or such different
period as the Committee shall prescribe).
(h) OTHER PROVISIONS. The Option Agreements evidencing
awards under the Plan shall contain such other terms and conditions not
inconsistent with the Plan as the Committee may determine.
7. Nonqualified Stock Options.
--------------------------
Options granted pursuant to this Section 7 are intended to
constitute Nonqualified Stock Options and shall be subject only to the general
terms and conditions specified in Section 6 hereof.
8. Incentive Stock Options.
-----------------------
Options granted pursuant to this Section 8 are intended to
constitute Incentive Stock Options and shall be subject to the following
special terms and conditions, in addition to the general terms and conditions
specified in Section 6 hereof.
8
<PAGE>
(a) VALUE OF SHARES. The aggregate Fair Market Value
(determined as of the date the Incentive Stock Option is granted) of the shares
of Common Stock with respect to which Incentive Stock Options granted under this
Plan and all other option plans of any subsidiary become exercisable for the
first time by each Grantee during any calendar year shall not exceed $100,000.
(b) TEN PERCENT STOCKHOLDER. In the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, (i) the Option Price shall
not be less than one hundred ten percent (110%) of the Fair Market Value of the
shares of Common Stock on the date of grant of such Incentive Stock Option, and
(ii) the exercise period shall not exceed five (5) years from the date of grant
of such Incentive Stock Option.
9. Stock Appreciation Rights.
-------------------------
The Committee shall have authority to grant a Stock Appreciation
Right to the Grantee of any Option under the Plan with respect to all or some of
the shares of Common Stock covered by such related Option. A Stock Appreciation
Right shall, except as provided in this Section 9 or as may be determined by the
Committee, be subject to the same terms and conditions as the related Option.
Each Stock Appreciation Right granted pursuant to the Plan shall be evidenced by
a written Agreement between the Company and the Grantee in such form as the
Committee shall from time to time approve, which Agreement shall comply with and
be subject to the following terms and conditions, unless otherwise specifically
provided in such Agreement:
(a) TIME OF GRANT. A Stock Appreciation Right may be
granted either at the time of grant of the related option, or at any time
thereafter during the term of the Option; provided, however that Stock
-------- -------
Appreciation Rights related to Incentive Stock Options may only be granted at
the time of grant of the related Option.
(b) PAYMENT. A Stock Appreciation Right shall entitle
the holder thereof, upon exercise of the Stock Appreciation Right or any portion
thereof, to receive payment of an amount computed pursuant to Section 9(d).
9
<PAGE>
(c) EXERCISE. A Stock Appreciation Right shall be
exercisable at such time or times and only to the extent that the related Option
is exercisable, and will not be transferable except to the extent the related
Option may be transferable. A Stock Appreciation Right granted in connection
with an Incentive Stock Option shall be exercisable only if the Fair Market
Value of a share of Common Stock on the date of exercise exceeds the purchase
price specified in the related Incentive Stock Option.
(d) AMOUNT PAYABLE. Upon the exercise of a Stock
Appreciation Right, the Optionee shall be entitled to receive an amount
determined by multiplying (i) the excess of the Fair Market Value of a share of
Common Stock on the date of exercise of such Stock Appreciation Right over the
Option Price under the related Option, by (ii) the number of shares of Common
Stock as to which such Stock Appreciation Right is being exercised.
(e) TREATMENT OF RELATED OPTIONS AND STOCK APPRECIATION
RIGHTS UPON EXERCISE. Upon the exercise of a Stock Appreciation Right, the
related Option shall be cancelled to the extent of the number of shares of
Common Stock as to which the Stock Appreciation Right is exercised and upon the
exercise or surrender of an Option granted in connection with a Stock
Appreciation Right, the Stock Appreciation Right shall be cancelled to the
extent of the number of shares of Common Stock as to which the Option is
exercised or surrendered.
(f) METHOD OF EXERCISE. Stock Appreciation Rights shall
be exercised by a Grantee only by a written notice delivered in person or by
mail to the Secretary of the Company, specifying the number of shares of Common
Stock with respect to which the Stock Appreciation Right is being exercised. If
requested by the Committee, the Grantee shall deliver the Agreement evidencing
the Stock Appreciation Right being exercised and the Option Agreement evidencing
any related Option to the Secretary of the Company who shall endorse thereon a
notation of such exercise and return such Agreements to the Grantee.
(g) FORM OF PAYMENT. Payment of the amount determined
under Section 9(d), may be made solely in whole shares of Common Stock in a
number determined
10
<PAGE>
based upon their Fair Market Value on the date of exercise of the Stock
Appreciation Right or, alternatively, at the sole discretion of the Committee,
solely in cash, or in a combination of cash and shares of Common Stock as the
Committee deems advisable. If the Committee decides to make full payment in
shares of Common Stock, and the amount payable results in a fractional share,
payment for the fractional share will be made in cash. Notwithstanding the
foregoing, to the extent required by Rule 16b-3 no payment in the form of cash
may be made upon the exercise of a Stock Appreciation Right pursuant to Section
9(d) to an Insider, unless the exercise of such Stock Appreciation Right is made
during the period beginning on the third business day and ending on the twelfth
business day following the date of release for publication of the Company's
quarterly or annual statements of earnings.
10. Limited Stock Appreciation Rights.
---------------------------------
The Committee shall have authority to grant a Limited Right to
the Grantee of any Option under the Plan with respect to all or some of the
shares of Common Stock covered by such related Option. Each Limited Right
granted pursuant to the Plan shall be evidenced by a written Agreement between
the Company and the Grantee, in such form as the Committee shall from time to
time approve, which Agreement shall comply with and be subject to the following
terms and conditions, unless otherwise specifically provided in such Agreement:
(a) TIME OF GRANT. A Limited Right granted in tandem
with a Nonqualified Stock Option may be granted either at the time of grant of
the related Option or any time thereafter during its term. A Limited Right
granted in tandem with an Incentive Stock Option may only be granted at the time
of grant of the related Option.
(b) EXERCISE. A Limited Right may be exercised only
during the ninety-day period beginning on an Acceleration Date. Each Limited
Right shall be exercisable only if, and to the extent that, the related Option
is exercisable and, in the case of a Limited Right granted in tandem with an
Incentive Stock Option, only when the Fair Market Value per share of Common
Stock exceeds the Option Price per share. Notwithstanding the provisions of the
two immediately preceding sentences, a
.
11
<PAGE>
Limited Right granted to a Grantee who is an Insider must be (i) held by the
Insider for at least six (6) months from the date of grant of the Limited Right
before it becomes exercisable and (ii) automatically paid out in cash to the
Insider on an Acceleration Date (provided such six (6) month holding period
requirement has been met).
(c) AMOUNT PAYABLE. Upon the exercise of a Limited
Right, the Grantee thereof shall receive in cash whichever of the following
amounts is applicable:
(i) in the case of the realization of Limited
Rights by reason of an acquisition of Common Stock described in Section
12 (b)(i) below, an amount equal to the Acquisition Spread as defined in
Section 10(d)(ii) hereof; or
(ii) in the case of the realization of Limited
Rights by reason of stockholder approval of an agreement or plan
described in Section 12 (b) (iii) below, an amount equal to the Merger
Spread as defined in Section lO(d)(iv) hereof; or
(iii) in the case of the real realization of
Limited Rights by reason of the change in composition of the Board
described in Section 12(b)(ii) or stockholder approval of a plan or
agreement described in Section 12(b)(iv) below, an amount equal to the
Spread as defined in Section 10(d)(v) hereof.
Notwithstanding the foregoing provisions of this Section 10(c),
in the case of a Limited Right granted in respect of an Incentive Stock Option,
the Grantee may not receive an amount in excess of the maximum amount that will
enable such option to continue to qualify as an Incentive Stock Option.
(d) DETERMINATION OF AMOUNTS PAYABLE. The amounts to be
paid to a Grantee pursuant to Section 10(c) shall be determined as follows:
(i) The term "Acquisition Price per Share" as used
herein shall mean, with respect to
12
<PAGE>
the exercise of any Limited Right by reason of an acquisition of Common Stock
described in Section 12(b)(i) below, the greatest of (A) the highest price per
share shown on the Statement of Schedule 13D or amendment thereto filed by the
holder of 25% or more of the voting power of the Company that gives rise to the
exercise of such Limited Right, (B) the highest price paid in any tender or
exchange offer which is in effect at any time during the ninety-day period
ending on the date of exercise of the Limited Right, or (C) the highest Fair
Market Value per share of Common Stock during the ninety-day period ending on
the date the Limited Right is exercised.
(ii) The term "Acquisition Spread" as used herein shall mean an
amount equal to the product computed by multiplying (A) the excess of (1) the
Acquisition Price per Share over (2) the Option Price per share of Common Stock
at which the related Option is exercisable, by (B) the number of shares of
Common Stock with respect to which such Limited Right is being exercised.
(iii) The term "Merger Price per Share" as used herein shall
mean, with respect to the exercise of any Limited Right by reason of stockholder
approval of an agreement described in Section 12(b)(iii) below, the greatest of
(A) the fixed or formula price for the acquisition of shares of Common Stock
specified in such agreement, if such fixed or formula price is determinable on
the date on which such Limited Right is exercised, (B) the highest price paid in
any tender or exchange offer which is in effect at any time during the ninety-
day period ending on the date of exercise of the Limited Right, (C) the highest
Fair Market Value per share of Common Stock during the ninety-day period ending
on the date on which such Limited Right is exercised.
(iv) The term "Merger Spread" as used herein shall mean an
amount equal to the product computed by multiplying (A) the excess of (1) the
Merger Price per Share over (2) the Option Price per share of Common Stock at
which the related Option is exercisable, by (B) the number of shares of Common
13
<PAGE>
Stock with respect to which such Limited Right is being exercised.
(v) The term "Spread" as used herein shall mean, with respect to the
exercise of any Limited Right by reason of a change in the composition of
the Board described in Section 12(b)(ii) or stockholder approval of a plan
or agreement described in Section 12(b)(iv) below, an amount equal to the
product computed by multiplying (i) the excess of (A) the greater of (1) the
highest Price paid in any tender or exchange offer which is in effect at any
time during the ninety-day period ending on the date of exercise of the
Limited Right or (2) the highest Fair Market Value per share of Common Stock
during the ninety-day period ending on the date the Limited Right is
exercised over (B) the Option Price per share of Common Stock at which the
related Option is exercisable, by (ii) the number of shares of Common Stock
with respect to which the Limited Right is being exercised.
(e) TREATMENT OF RELATED OPTIONS AND LIMITED RIGHTS UPON EXERCISE. Upon
the exercise of a Limited Right, the related Option shall cease to be
exercisable to the extent of the shares of Common Stock with respect to which
such Limited Right is exercised, but shall be considered to have been exercised
to that extent for purposes of determining the number of shares of Common Stock
available for the grant of further awards pursuant to the Plan. Upon the
exercise or termination of a related Option, the Limited Right with respect to
such related Option shall terminate to the extent of the shares of Common Stock
with respect to which the related Option was exercised or terminated.
(f) METHOD OF EXERCISE. To exercise a Limited Right, the Grantee shall
(i) deliver written notice to the Secretary of the Company specifying the number
of shares of Common Stock with respect to which the Limited Right is being
exercised, and (ii) if requested by the Committee, deliver the Agreement
evidencing the Limited Rights being exercised and, if applicable, the Option
Agreement evidencing the related Option to the Secretary of the Company, who
shall endorse thereon a notation of such exercise and return such Agreements to
the Grantee. The date of exercise of a Limited Right
14
<PAGE>
that is validly exercised shall be deemed to be the date on which there shall
have been delivered the instruments referred to in the first sentence of this
paragraph (f).
11. Restricted Stock.
----------------
The Committee may award shares of Restricted Stock to any
eligible employee or consultant. Each award of Restricted Stock under the Plan
shall be evidenced by a written Agreement between the Company and the Grantee,
in such form as the Committee shall from time to time approve, which Agreement
shall comply with and be subject to the following terms and conditions, unless
otherwise specifically provided in such Agreement:
(a) NUMBER OF SHARES. Each Agreement shall state the
number of shares of Restricted Stock to be subject to an award.
(b) RESTRICTIONS. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, for such period as the
Committee shall determine from the date on which the award is granted (the
"Restricted Period"). The Committee may also impose such additional or
alternative restrictions and conditions on the shares as it deems appropriate
including the satisfaction of performance criteria. Such performance criteria
may include sales, earnings before interest and taxes return on investment,
earnings per share, any combination of the foregoing or rate of growth of any of
the foregoing, as determined by the Committee. Certificates for shares of stock
issued pursuant to Restricted Stock awards shall bear an appropriate legend
referring to such restrictions, and any attempt to dispose of any such shares of
stock in contravention of such restrictions shall be null and void and without
effect. During the Restricted Period, such certificates shall be held in escrow
by an escrow agent appointed by the Committee. In determining the Restricted
Period of an award, the committee may provide that the foregoing restrictions
shall lapse with respect to specified percentages of the awarded shares on
successive anniversaries of the date of such award.
(c) FORFEITURE. Subject to such exceptions as may be
determined by the Committee, if the
15
<PAGE>
Grantee's continuous employment or consultant relationship with the Company or
any Subsidiary shall terminate for any reason prior to the expiration of the
Restricted Period of an award, any shares remaining subject to restrictions
(after taking into account the provisions of Subsection (e) of this Section 11)
shall thereupon be forfeited by the Grantee and transferred to, and required by,
the Company or a subsidiary at no cost to the Company or subsidiary.
(d) OWNERSHIP. During the Restricted Period the Grantee shall
possess all incidents of ownership of such shares, subject to Subsection (b) of
this Section 11, including the right to receive dividends with respect to such
shares and to vote such shares.
(e) ACCELERATED LAPSE OF RESTRICTIONS. Upon the occurrence of an
Acceleration Event, all restrictions then outstanding with respect to shares
of Restricted Stock awarded hereunder shall automatically expire and be of no
further force and effect. The Committee shall have the authority (and the
Agreement may so provide) to cancel all or any portion of any outstanding
restrictions prior to the expiration of the Restricted Period with respect to
any or all of the shares of Restricted Stock awarded on such terms and
conditions as the Committee shall deem appropriate.
12. Effect of Certain Changes.
-------------------------
(a) In the event of any extraordinary dividend, stock dividend,
recapitalization, merger, consolidation, stock split, warrant or rights
issuance, or combination or exchange of such shares, or other similar
transactions, the number of shares of Common Stock available for awards, the
number of such shares covered by outstanding awards, and the price per share of
Options or the applicable market value of Stock Appreciation Rights or Limited
Rights shall be equitably adjusted by the Committee to reflect such event and
preserve the value of such awards; provided, however, that any fractional
shares resulting from such adjustment shall be eliminated.
(b) If, subsequent to the Initial Public Offering, while any
awards remain outstanding under the Plan, any of the following events shall
occur (which
16
<PAGE>
events shall constitute a "Change in Control of the Company") --
(i) any "person," as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than (1) the Company, (2) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
(3) any corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of
Common Stock, or (4) any person who, immediately prior to the Initial Public
Offering, owned more than 25% of the combined voting power of the Company's
then outstanding voting securities), is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company, (not including in the securities, beneficially
owned by such person any securities acquired directly from the Company or
any of its affiliates other than in connection with the acquisition by the
Company or its affiliates of a business) representing 25% or more of the
combined voting power of the Company's then outstanding voting securities;
(ii) during any period of not more than two consecutive years, not
including any period prior to the adoption of this Plan by the Board,
individuals who at the beginning of such period constitute the Board, and
any new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest, including,
but not limited to a consent solicitation, relating to the election of
directors of the Company) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at
least a majority thereof;
17
<PAGE>
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving or parent entity) 80% or more of the combined
voting power of the voting securities of the Company or such surviving or
parent entity outstanding immediately after such merger or consolidation or
(B) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no "person" (as hereinabove
defined) acquired 25% or more of the combined voting power of the Company's
then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets (or any
transaction having a similar effect)--
then from and after the date on which any such Change in Control shall have
occurred (the "Acceleration Date"), the award covered by such Agreement
(including awards granted pursuant to Section 13 hereof) shall be exercisable or
otherwise nonforfeitable in full, whether or not otherwise exercisable or
forfeitable.
(c) In the event of a change in the Common Stock of the Company as
presently constituted that is limited to a change of all of its authorized
shares of Common Stock into the same number of shares with a different par
value or without par value, the shares resulting from any such change shall be
deemed to be the Common Stock within the meaning of the Plan.
13. Non-Employee Director Options.
-----------------------------
The provisions of this Section 13 shall apply only to certain grants of
Options to Non-Employee Directors, as provided below. Except as set forth in
this
18
<PAGE>
Section 13, the other provisions of the plan shall apply to grants of Options
to Non-Employee Directors to the extent not inconsistent with this Section. For
purposes of interpreting Section 6 of the Plan, a Non-Employee Director's
service as a member of the Board shall be deemed to be employment with the
Company.
(a) GENERAL. Non-Employee Directors shall receive Nonqualified Stock
Options in accordance with this Section 13. The Option Price per share of Common
Stock purchasable under Options granted to Non-Employee Directors shall be the
Fair Market Value of a share on the date of grant. Options granted pursuant to
this Section 13 shall be subject to the terms of such section and shall not be
subject to discretionary acceleration of exercisability by the Committee.
(b) INITIAL GRANTS. On the date of the Initial Public Offering, each
Non-Employee Director will be granted automatically, without action by the
Committee, an Option to purchase 10,000 shares of Common Stock. The Option Price
shall equal the offering price of the Common Stock in connection with the
Initial Public Offering.
(c) SUBSEQUENT GRANTS. Each person who, after the Initial Public
Offering, becomes a Non-Employee Director for the first time, will, at the time
such director is elected and duly qualified, be granted automatically, without
action by the Committee, an Option to purchase 10,000 shares of Common Stock.
The Option Price shall equal the Fair Market Value of the Common Stock as of the
date of grant.
(d) ANNUAL GRANTS. On the date of each annual meeting of stockholders
commencing with the annual meeting at which this Plan is approved, each Non-
Employee D1rector will be granted automatically, without action by the
Committee, an Option to purchase 10,000 shares of Common Stock. The Option Price
shall equal the Fair Market Value of the Common Stock as of the date of grant.
(e) VESTING. Each Option granted under this Section 13 shall be fully
exercisable on the date of grant. Sections 6(e), 6(f) and 6(g) hereof shall not
apply to Options granted to Non-Employee Directors.
19
<PAGE>
(f) DURATION. Each Option granted to a Non-Employee Director shall
expire on the first to occur of (i) the tenth anniversary of the date of grant
of the Option, (ii) the first anniversary of the Non-Employee Director's
termination of service as a member of the Board other than for Cause or (iii)
three months following the Non-Employee Director's removal from the Board for
Cause. The Committee may not provide for an extended exercise period beyond the
periods set forth in this Section 13.
(g) DEFINITIONS. For purposes of this Section 13, the following terms
shall have the following meanings:
"Cause" shall mean the termination of service as a member of the Board
by a Non-Employee Director due to any act of (i) fraud or intentional
misrepresentation, or (ii) embezzlement, misappropriation or conversion of
assets or opportunities of the Company or any Subsidiary.
14. Period During Which Awards May Be Granted.
-----------------------------------------
Awards may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board.
15. Nontransferability of Awards.
----------------------------
Awards granted under the Plan shall not be transferable otherwise than
by will or by the laws of descent and distribution, and awards may be exercised
or otherwise realized, during the lifetime of the Grantee, only by the Grantee
or by his guardian or legal representative.
16. Approval of Stockholders.
------------------------
The Plan shall take effect upon its adoption by the Board and shall
terminate on the tenth anniversary of such date,
17. Agreement by Grantee Regarding Withholding Taxes.
------------------------------------------------
20
<PAGE>
If the Committee shall so require, as a condition of exercise of an
Option, Stock Appreciation Right or Limited Right or the expiration of the
Restricted Period (each a "Tax Event"), each Grantee shall agree that no later
than the date of the Tax Event, the Grantee will pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any federal,
state or local taxes of any kind required by law to be withheld upon the Tax
Event. Alternatively, the Committee may provide that a Grantee may elect, to the
extent permitted or required by law, to have the Company deduct federal, state
and local taxes of any kind required by law to be withheld upon the Tax Event
from any payment of any kind due to the Grantee. The withholding obligation may
be satisfied by the withholding or delivery of Common Stock.
18. Amendment and Termination of the Plan.
-------------------------------------
The Board at any time and from time to time may suspend, terminate,
modify or amend the Plan; provided, however, that, unless otherwise determined
-------- -------
by the Board, an amendment which requires stockholder approval in order for the
Plan to continue to comply with Rule 16b-3 or any other law, regulation or stock
exchange requirement shall not be effective unless approved by the requisite
vote of stockholders. Except as provided in Section 12(a) hereof, no suspension,
termination, modification or amendment of the Plan may adversely affect any
award previously granted, unless tne written consent of the Grantee is obtained.
19. Riqhts as a Stockholder.
-----------------------
Except as provided in Section ll(d) hereof, a Grantee or a transferee of
an award shall have no rights as a stockholder with respect to any shares
covered by the award until the date of the issuance of a stock certificate to
him for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distribution of
other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 12(a) hereof.
21
<PAGE>
20. No Riqhts to Employment.
------------------------
Nothing in the Plan or in any award granted or Agreement entered into
pursuant hereto shall confer upon any Grantee the right to continue in the
employ of, or in a consultant relationship with, the Company or any Subsidiary
or to be entitled to any remuneration or benefits not set forth in the Plan or
such Agreement or to interfere with or limit in any way the right of the Company
or any such Subsidiary to terminate such Grantee's employment. Awards granted
under the Plan shall not be affected by any change in duties or position of a
Grantee as long as such Grantee continues to be employed by, or in a consultant
relationship with, the Company or any Subsidiary.
21. Beneficiary.
-----------
A Grantee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Grantee, the executor or administrator of the Grantee's estate
shall be deemed to be the Grantee's beneficiary.
22. Governing Law.
-------------
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.
22
<PAGE>
EXHIBIT 5.1
IDT CORPORATION
January 10, 1997
IDT Corporation
294 State Street
Hackensack, NJ 07601
Re: IDT Corporation Form S-8 Registration Statement
-----------------------------------------------
Gentlemen:
I am the Secretary and General Counsel of IDT Corporation (the "Company"),
and as such I have been asked to render the following opinion in connection with
the Registration Statement on Form S-8 executed by you on January 14, 1997, and
to be filed with the Securities and Exchange Commission (the "SEC") in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 4,458,770 shares of the Company's common stock, par value
$.01 (the "Common Stock"), which will be issuable under the 1996 Stock Option
Incentive Plan and the Employee Stock Option Program (the "Plans").
As your counsel in connection with the Registration Statement, I have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the shares of Common Stock under
the Plans (the "Plan Shares") and such documents as I have deemed necessary to
render this opinion.
Based upon the foregoing, it is my opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and nonassessable shares of Common Stock.
I consent to the use of this Opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Joyce. J. Mason
Joyce J. Mason
Secretary and General Counsel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of IDT Corporation ("IDT") for the registration of 4,458,770 shares of
common stock pertaining to i) the 1996 Stock Option and Incentive Plan, and ii)
the Employee Stock Option Program, of our report dated September 30, 1996, with
respect to the consolidated financial statements and schedule of IDT included in
its Annual Report on Form 10-K for the year ended July 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
January 10, 1997
