IDT CORP, DEF 14A, 2000-11-14

IDT CORP
DEF 14A, 2000-11-14
COMPUTER INTEGRATED SYSTEMS DESIGN

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SCHEDULE 14A (Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement

Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the registrant |X|

Filed by a party other than the registrant |_|

Check the appropriate box:

|_| Preliminary proxy statement

|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14- a6(e)(2))

|X| Definitive proxy statement

|_| Definitive additional materials

|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

IDT Corporation
---------------
(Exact Name of Registrant as specified in its Charter)

Payment of filing fee (Check the appropriate box):

|X| No fee required. |_| Fee computed on table below per Exchange Act Rule
14a-6(i)(1), and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transactions applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously.

Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

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IDT CORPORATION
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 14, 2000

TO THE STOCKHOLDERS OF IDT CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Annual Meeting") of IDT CORPORATION, a Delaware corporation (the
"Company"), will be held on Thursday, December 14, 2000 at 11:00 a.m. The
Annual Meeting will be held at the Company's headquarters located at 520 Broad
Street, Newark, New Jersey, to consider and vote upon the following matters:

1. ELECTION OF DIRECTORS. The election of four Class II directors for a term
of three years, which shall expire at the Company's annual meeting of
stockholders in 2003 or until such time as their respective successors are
duly elected and qualified or until the director's earlier resignation or
removal. The Board of Directors (the "Board") intends at this time to
present the following nominees:

Hal Brecher
Moshe Kaganoff
Meyer A. Berman
Admiral William A. Owens

2. APPROVAL OF AMENDMENTS TO THE COMPANY'S 1996 STOCK OPTION AND INCENTIVE
PLAN, AS AMENDED AND RESTATED. The Company's stockholders are being asked to
approve amendments to the Company's 1996 Stock Option and Incentive Plan, as
amended and restated (the "Plan"), which will effect the following changes:
(i) permit the grant of awards of (or with respect to ) shares of the
Company's Class B Common Stock, par value $.01 per share, under the Plan, (ii)
reserve 3,300,000 shares of Class B Common Stock for the grant of awards under
the Plan and (iii) certain technical amendments to the Plan.

3. APPROVAL OF THE GRANT OF OPTIONS TO PURCHASE SHARES OF THE COMPANY'S
CLASS B COMMON STOCK TO CERTAIN OFFICERS AND DIRECTORS OF THE COMPANY. The
approval of the grant of options to purchase up to an aggregate of 820,000
shares of the Company's Class B Common Stock granted outside of the Company's
1996 Stock Option and Incentive Plan, as amended and restated, to certain
officers and directors of the Company.

4. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS. The ratification
of the appointment of Ernst & Young LLP as the independent auditors for the
Company for the fiscal year ending July 31, 2001.

5. OTHER BUSINESS. Such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.

These matters are more fully described in the Proxy Statement accompanying
this Notice.

Only stockholders of record at the close of business on November 1, 2000,
are entitled to notice of and to vote at the Annual Meeting.

All stockholders are invited to attend the Annual Meeting in person.
However, if you do not expect to be present at the Annual Meeting and wish
your shares to be voted, you should complete, sign and date the attached form
of proxy and return it by mail in the enclosed envelope as promptly as
possible. Any stockholder attending the Annual Meeting may vote in person even
if such stockholder has returned a proxy or already otherwise voted.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Howard S. Jonas,
Howard S. Jonas,
Chairman and Chief Executive Officer

Newark, New Jersey
November 14, 2000

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IDT CORPORATION
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000

PROXY STATEMENT

General Information

This Proxy Statement is furnished to the stockholders of IDT Corporation, a
Delaware corporation (the "Company"), in connection with the solicitation by
the Company's Board of Directors (the "Board") of proxies in the form
enclosed herewith for use in voting at the Company's Annual Meeting of
Stockholders (the "Annual Meeting"). The Annual Meeting will be held on
Thursday, December 14, 2000 at 11:00 a.m., local time at 520 Broad Street,
Newark, New Jersey 07102. The shares of the Company's common stock, par value
$0.01 per share (the "Common Stock") and Class A common stock, represented
by the proxies received, properly marked, dated, executed, and not revoked
will be voted at the Annual Meeting. This Proxy Statement is being mailed to
the Company's stockholders on or about November 14, 2000.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised by delivering to the Company (to
the attention of Joyce J. Mason, General Counsel and Secretary) a written
notice of revocation or a duly executed proxy bearing a later date, or by
attending the Annual Meeting and voting in person.

Solicitation and Voting Procedures

This solicitation of proxies is being made by the Company. The solicitation
is being conducted by mail, and the Company will bear all attendant costs.
These costs will include the expense of preparing and mailing proxy materials
for the Annual Meeting and any reimbursements paid to brokerage firms and
others for their expenses incurred in forwarding the solicitation materials
regarding the Annual Meeting to the beneficial owners of the Company's Common
Stock and the holders of the Company's Class A Common Stock, par value $0.01
per share (the "Class A Common Stock"). The Company may conduct further
solicitation personally, by telephone or by facsimile through its officers,
directors and employees, none of whom will receive additional compensation for
assisting with the solicitation.

The close of business on Wednesday, November 1, 2000 has been fixed as the
record date (the "Record Date") for determining the holders of shares of
Common Stock entitled to notice of and to vote at the Annual Meeting. As of
the close of business on the Record Date, the Company had 36,078,455 shares
outstanding and entitled to vote at the Annual Meeting, consisting of
26,108,222 shares of Common Stock and 9,970,233 shares of Class A Common
Stock. As of the close of business on the Record Date, there were no shares of
the Company's Class B Common Stock, par value $0.01 per share (the "Class B
Common Stock"), outstanding. Each holder of Class A Common Stock is entitled
to three votes per share, each holder of Common Stock is entitled to one vote
per share and each holder of Class B Common Stock is entitled to one-tenth of
a vote per share. Both holders of Class A Common Stock and Common Stock will
vote as a single body on all matters presented to the stockholders. The
presence at the Annual Meeting of a majority of the shares of Common Stock and
Class A Common Stock (voting together), either in person or by proxy, will
constitute a quorum for the transaction of business at the Annual Meeting.

A majority of the votes cast at the Annual Meeting will be required for the
election of each candidate to the Board of Directors and for the approval of
all other matters submitted to the vote of the Company's stockholders.

Abstentions and broker non-votes will be included in the determination of
the number of shares present at the Annual Meeting, but will not be counted
for or against any of the proposals to be voted upon.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock (and Class A Common Stock, assuming
conversion of all shares of Class A Common Stock into Common Stock) and Class
B Common Stock as of November 1, 2000 by (i) each person known by the Company
to be the beneficial owner of more than 5% of the outstanding shares of Common
Stock (and Class A Common

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Stock, on an as-converted basis), (ii) each of the Company's directors and the
Named Executive Officers (as defined below), and (iii) all directors and
officers of the Company as a group. Unless otherwise noted in the footnotes to
the table, the persons named in the table have sole voting and investing power
with respect to all shares of Common Stock (or Class A Common Stock) indicated
as being beneficially owned by them. Each holder of Class A Common Stock is
entitled to three votes per share, each holder of Common Stock is entitled to
one vote per share and each holder of Class B Common Stock is entitled to one-
tenth of a vote per share.

Number of Number of Percentage of
5% Stockholder and Named Executive Officers Shares of Shares of Class B Ownership (%) of
and Directors Common Stock Common Stock(16) Common Stock
-------------------------------------------- ------------ ----------------- ----------------
<S> <C> <C> <C>
Liberty Media Group(1) ....................... 3,728,949 --- 10.34%
9197 South Peoria Street
Englewood, Colorado 80112
Howard S. Jonas(2) ........................... 9,970,233 --- 27.63
520 Broad Street
Newark, New Jersey 07102
James A. Courter(3) .......................... 617,500 8,500 1.69
Hal Brecher(4) ............................... 265,000 8,500 *
Stephen R. Brown(5) .......................... 62,000 20,000 *
Moshe Kaganoff(6) ............................ 8,000 15,000 *
Joyce J. Mason(7) ............................ 105,440 8,500 *
Marc E. Knoller(8) ........................... 110,000 8,500 *
Geoffrey Rochwarger(9) ....................... 79,000 20,000 *
Meyer A. Berman(10) .......................... 18,800 --- *
J. Warren Blaker(11) ......................... 40,500 --- *
Denis A. Bovin(12) ........................... 140,500 --- *
Saul K. Fenster(13) .......................... 10,500 --- *
William A. Owens(14) ......................... 10,000 --- *
William F. Weld(15) .......................... 10,000 --- *
All directors and officers as a group (16
persons)..... ................................ 11,476,473 139,000 30.71
</TABLE>
---------------
* Less than 1%.
(1) Under certain circumstances, each of the shares of Common Stock held by
Liberty Media Group is exchangeable, at the option of the Company, into
one share of Class B Common Stock.
(2) Includes 9,970,233 shares of Class A Common Stock, consisting of (a)
3,155,900 shares of Class A Common Stock held by Mr. Jonas directly, (b)
19,570 shares beneficially owned by The Jonas Family Limited Partnership,
(c) 2,957,544 shares beneficially owned by the Howard S. Jonas 1996
Annuity Trust, (d) 1,276,607 shares beneficially owned by the Howard S.
Jonas 1998 Annuity Trust, and (e) 2,560,612 shares beneficially owned by
The Jonas Foundation. Mr. Jonas is the General Partner of The Jonas Family
Limited Partnership and the Trustee of each of the Howard S. Jonas 1996
Annuity Trust, the Howard S. Jonas 1998 Annuity Trust and together with
Deborah Jonas, is a Trustee of The Jonas Foundation. By virtue of
ownership of Class A Common Stock, Mr. Jonas controls approximately 53.31%
of the combined voting power of all outstanding shares of capital stock of
the Company.
(3) Includes 142,500 shares of Common Stock held by Mr. Courter directly and
15,000 shares of Common Stock owned by Mr. Courter's wife as well as
460,000 shares of Common Stock and 8,500 shares of Class B Common Stock
issuable upon the exercise of stock options exercisable within 60 days.
(4) Includes 20,000 shares of Common Stock held by Mr. Brecher directly as
well as 245,000 shares of Common Stock and 8,500 shares of Class B Common
Stock issuable upon the exercise of stock options exercisable within 60
days.

(footnotes continued on next page)

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(footnotes continued from previous page)

(5) Includes 10,000 shares of Common Stock held by Mr. Brown directly as well
as 52,000 shares of Common Stock and 20,000 shares of Class B Common Stock
issuable upon the exercise of stock options exercisable within 60 days.
(6) Includes 8,000 shares of Common Stock and 15,000 shares of Class B Common
Stock issuable upon the exercise of stock options exercisable within 60
days.
(7) Includes 9,935 shares of Common Stock held by Ms. Mason directly and an
aggregate of 5,305 shares of Common Stock owned by Ms. Mason's husband,
son and daughter as well as 90,200 shares of Common Stock and 8,500 shares
of Class B Common Stock issuable upon the exercise of stock options
exercisable within 60 days.
(8) Includes 110,000 shares of Common Stock and 8,500 shares of Class B Common
Stock issuable upon the exercise of stock options exercisable within 60
days.
(9) Includes 79,000 shares of Common Stock and 20,000 shares of Class B Common
Stock issuable upon the exercise of stock options exercisable within 60
days.
(10)Includes 8,800 shares of Common Stock held by Mr. Berman directly as well
as 10,000 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days.
(11)Includes 40,500 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days.
(12)Includes 500 shares of Common Stock held by Mr. Bovin directly as well as
140,000 shares of Common Stock issuable upon the exercise of stock options
exercisable within 60 days.
(13)Includes 500 shares of Common Stock owned by Mr. Fenster's wife and 10,000
shares of Common Stock issuable upon the exercise of stock options
exercisable within 60 days.
(14)Includes 10,000 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days.
(15)Includes 10,000 shares of Common Stock issuable upon the exercise of stock
options exercisable within 60 days.
(16)As of October 27, 2000, there were no shares of Class B Common Stock
outstanding. All of the shares reflected in the column entitled Class B
Common Stock in the table above represent shares underlying options that
are currently exercisable or that become exercisable within sixty days. As
of October 27, 2000, there were outstanding options to purchase an
aggregate of 2,020,250 shares of Class B Common Stock, 293,325 of which
are currently exercisable or become exercisable within sixty days.

<PAGE>
PROPOSAL NO. 1

ELECTION OF DIRECTORS

Pursuant to the Company's Restated Certificate of Incorporation, the
authorized number of directors was set at twelve. In December 1999, the Board
approved an amendment to the Company's Restated Certificate of Incorporation
increasing the authorized number of directors to fifteen. In April 2000, the
Board approved an amendment to the Company's Restated Certificate of
Incorporation increasing the authorized number of directors to seventeen.
There are fourteen directors presently on the Board. In January 2000, a
vacancy was created on the Board by the death of Admiral Elmo Zumwalt, Jr. In
February 2000, the Board of Directors elected Saul K. Fenster, William F. Weld
and Stephen R. Brown as directors. William Weld filled the vacancy created by
Admiral Zumwalt. Each of Messrs. Fenster, Weld and Brown assumed office at the
time of his election. In March 2000, the Board of Directors elected Admiral
William A. Owens to serve as a director. Admiral Owens assumed office at the
time of his election. In May of 2000, another vacancy was created on the Board
by the death of Irving Goldstein. The Company has not yet filled this vacancy.

Each director holds office until such director's successor has been duly
elected and qualified. The Company's Board is divided into three classes, with
Messrs. Blaker, Courter, Knoller, Brown and Weld constituting Class I, Messrs.
Berman, Brecher, Kaganoff and Admiral Owens constituting Class II and Ms. Mason
and Messrs. Jonas, Rochwarger, Bovin and Fenster constituting Class III. Upon
the expiration of the term of each class, directors comprising such class of
directors will be elected for a three-year term at the next succeeding annual
meeting of stockholders.

A total of four Class II directors will be elected at the Annual Meeting to
serve for a term of three (3) years until the 2003 Annual Meeting of
Stockholders, or until their successors are duly elected and qualified or
until the director's earlier resignation or removal. As provided by the By-
Laws of the Company, a plurality of the votes cast at the Annual Meeting shall
elect each director.

Upon the election of four Class II directors at the Annual Meeting, there
will be three vacancies on the Company's Board. The enclosed proxy may not be
voted for a greater number of persons than four, which is the number of
nominees identified herein.

The nominees are Hal Brecher, Moshe Kaganoff, Meyer A. Berman and Admiral
William A. Owens. Messrs. Brecher, Kaganoff, Berman and Owens are all
incumbent directors and have consented to be named in this proxy statement and
to serve if elected. Certain information about the nominees for Class II
directors is furnished below:

Hal Brecher joined the Company as Executive Vice President of Operations in
November 1996, became a director of the Company in April 1997 and Chief
Operating Officer in March 1999. Prior to joining the Company, Mr. Brecher was
the Executive Vice President of DME Marketing, a private direct marketing
firm. He holds a B.S. degree in Computer Science from Brooklyn College, and an
M.B.A. degree from the Wharton School of the University of Pennsylvania.

Moshe Kaganoff has served as the Company's Executive Vice President of
Strategic Planning since January 2000 and has been a director of the Company
since March 1999. From April 1994 through July 1998, Mr. Kaganoff served as
our Manager of Operations. Mr. Kaganoff holds a B.A. in Economics from Yeshiva
University.

Meyer A. Berman has been a director of the Company since March 1996. Mr.
Berman founded M.A. Berman Co. in 1981, a broker-dealer that services high net
worth individuals and institutions, and has served as its President from its
inception. Prior to such time Mr. Berman held various positions in the stock
brokerage business. Mr. Berman has a B.A. degree from the University of
Connecticut.

Admiral William A. Owens has served as a director of the Company since March
2000. Admiral Owens has served as Vice Chairman of the Board and Co-Chief
Executive Officer of Teledesic LLC since August 1998. Prior to his current
position, Admiral Owens was the President, Chief Operating Officer and Vice
Chairman of the Board of Directors of Science Applications International
Corporation from June 1996 to August 1998. In

<PAGE>
addition, Admiral Owens served as the Vice Chairman of the Joint Chiefs of
Staff from 1994 to 1996. Admiral Owens also serves as a director on the boards
of Symantec Corp., Polycom, Inc., Microvision, Inc., Viastat Inc., and Biolase
Technology, Inc. Admiral Owens received his B.S. from the United States Naval
Academy, a B.A. and M.A. from Oxford University and an M.B.A. from George
Washington University.

The Board has no reason to believe that any of the persons named above will
be unable or unwilling to serve as a director, if elected.

THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE.

<PAGE>
Directors and Executive Officers

The current directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>

Howard S. Jonas(1) ............................ 44 Chief Executive Officer, Chairman of the
Board and Treasurer
James A. Courter(1)(2) ........................ 59 President and Vice Chairman of the Board
Hal Brecher(1) ................................ 42 Chief Operating Officer and Director
Stephen R. Brown .............................. 44 Chief Financial Officer and Director
Joyce J. Mason ................................ 41 Senior Vice President, General Counsel,
Secretary and Director
Marc E. Knoller ............................... 39 Senior Vice President and Director
Moshe Kaganoff ................................ 29 Executive Vice President of Strategic
Planning and Director
Geoffrey Rochwarger ........................... 30 Executive Vice President of
Telecommunications and Director
Michael Fischberger ........................... 31 Executive Vice President of Operations
Morris Lichtenstein ........................... 37 Executive Vice President of Business
Development
Meyer A. Berman(2)(3)(4) ...................... 66 Director
J. Warren Blaker(2)(3)(4) ..................... 66 Director
Denis A. Bovin ................................ 53 Director
Saul K. Fenster(3) ............................ 67 Director
Admiral William A. Owens ...................... 60 Director
William F. Weld ............................... 55 Director
</TABLE>
---------------
(1) Member of Executive Committee of the Board of Directors.
(2) Member of the Treasury Committee of the Board of Directors.
(3) Member of the Audit Committee of the Board of Directors.
(4) Member of the Compensation Committee of the Board of Directors.

Set forth below is biographical information with respect to the Company's
directors and executive officers, other than the Company's Class II directors:

Howard S. Jonas founded IDT in August 1990 and has served as Chairman of the
Board and Treasurer since its inception and as Chief Executive Officer since
December 1991. He served as President of the Company from December 1991
through September 1996. Mr. Jonas is also the founder and has been President
of Jonas Publishing Corp. ("Jonas Publishing"), a publisher of trade
directories, since its inception in 1979. Mr. Jonas received a B.A. in
Economics from Harvard University.

James A. Courter joined the Company as President in October 1996, has been a
director of the Company since March 1996 and has been Vice Chairman of the
Board of Company since March 1999. Mr. Courter has been a senior partner in
the New Jersey law firm of Courter, Kobert, Laufer & Cohen since 1972. He was
also a partner in the Washington, D.C. law firm of Verner, Liipfert, Bernhard,
McPherson & Hand from January 1994 to September 1996. Mr. Courter was a member
of the U.S. House of Representatives for 12 years, retiring in January 1991.
From 1991 to 1994, Mr. Courter was Chairman of the President's Defense Base
Closure and Realignment Commission. Mr. Courter also serves on the Board of
Directors of The Berkeley School. He received a B.A. from Colgate University
and a J.D. from Duke University Law School.

Stephen R. Brown joined the Company as its Chief Financial Officer in May
1995 and has been a director of the Company since February 2000. From 1985 to
May 1995, Mr. Brown operated his own public accounting practice servicing
medium-sized corporations as well as high net worth individuals. Mr. Brown
received a B.A. in Economics from Yeshiva University and a B.B.A. in Business
and Accounting from Baruch College.

Joyce J. Mason has served as our Senior Vice President since December 1998
and as General Counsel, Secretary and a director of the Company since its
inception and as a director of the Company's predecessor since its inception
to March 1996. Prior to joining the Company, Ms. Mason had been in private
legal practice since August 1990. Ms. Mason received a B.A. from the City
University of New York and a J.D. from New York Law School.

<PAGE>
Marc E. Knoller has been a director of the Company since March 1996 and
Senior Vice President since December 1998. Mr. Knoller joined the Company as a
Vice President in March 1991 and also served as a director of its predecessor
since such time. From 1988 until March 1991, Mr. Knoller was director of
national sales for Jonas Publishing. Mr. Knoller has served as Vice President
of Jonas Publishing from 1991 until present. Mr. Knoller received a B.B.A.
from Baruch College.

Geoffrey Rochwarger has served as our Executive Vice President of
Telecommunications since 1996 and has been a director of the Company since
July 1999. Prior to his current position, he served IDT as the President of
Genie, an online service company and a subsidiary of IDT, from 1995 until
1996. Prior to joining IDT, Mr. Rochwarger was the Operations Manager at
Galaxy Freight Service LTD. Mr. Rochwarger holds a B.A. Degree in Economics
from Yeshiva University.

Michael Fischberger has served as the Executive Vice President of Operations
for the Company since January 2000. Prior to his current position, Mr.
Fischberger served as the Senior Vice President of Domestic Telecommunications
and Internet services since 1993. Mr. Fischberger currently serves as a
director on the board of directors of Net2Phone, Inc.

Morris Lichtenstein has served as the Executive Vice President of Business
Development of the Company since January 2000. From January 1999 to December
1999, Mr. Lichtenstein served as Controller for the Company. During the
period from 1988 to 1998, Mr. Lichtenstein served as the Controller of
Mademoiselle Knitwear, Inc. Mr. Lichtenstein received his B.A. from Touro
College.

J. Warren Blaker has been a director of the Company since March 1996. Dr.
Blaker has been Professor of Physics and Director of the Center for Lightwave
Science and Technology at Fairleigh Dickinson University since 1987. Prior to
such time he worked in various capacities in the optics industry, including
serving as Chief Executive Officer of University Optical Products, Inc., a
wholly-owned subsidiary of University Patents, Inc., from 1982 to 1985. Dr.
Blaker received a B.S. from Wilkes University and a Ph.D. from the
Massachusetts Institute of Technology.

Denis A. Bovin joined the Company as a Director in February 1998. Mr. Bovin
also currently serves as Vice Chairman of Investment Banking and Senior
Managing Director of Bear Stearns & Co. Prior to joining Bear Stearns, Mr.
Bovin spent more than two decades in the Investment Banking Corporate Coverage
and Capital Markets divisions as well as the Communications and Technology
Group of Salomon Brothers, Inc. Mr. Bovin has more than 25 years of experience
in strategic and financial concerns of domestic and foreign companies, and
played significant roles in the growth of several international
telecommunications companies. Mr. Bovin received a B.S. degree from the
Massachusetts Institute of Technology and an M.B.A. degree from Harvard
University.

Saul K. Fenster has served as a director of the Company since February 2000.
Dr. Fenster has been the President of the New Jersey Institute of Technology
since September 1978. Dr. Fenster has served as a Director for each of the
following Prudential Insurance Company funds: Prudential VCA-11 Fund, Inc.
since 1996; Prudential Gibraltar Fund, Inc., VCA-2 Fund, Inc. and VCA-10 Fund,
Inc. since 1985; and Prudential Series Fund, Inc. since 1982. Dr. Fenster
received a B.M.E. from the City College of New York, an M.S. from Columbia
University and a Ph.D. from the University of Michigan.

William F. Weld has served as a director of the Company since February 2000.
William F. Weld has been a partner in the law firm of McDermott, Will & Emery
since 1997. From 1991 to 1997, Mr. Weld served as Governor of Massachusetts.
Prior to becoming Governor, Mr. Weld served as Assistant U.S. Attorney General
in charge of the Criminal Division of the United States Department of Justice
in Washington, D.C. from 1986 to 1988. Mr. Weld also served as the United
States Attorney for Massachusetts from 1981 to 1986. Mr. Weld also serves as a
director on the boards of Affiliated Managers Group, Inc, and the Edison
Schools, Inc. Mr. Weld received his B.A. from Harvard University, a diploma in
international economics from Oxford University and his J.D. from Harvard Law
School.

Relationships among Directors or Executive Officers

Mr. Howard S. Jonas and Ms. Joyce J. Mason are brother and sister. There are
no other family relationships among any of the directors or executive officers
of the Company.

<PAGE>
Certain Relationships and Related Transactions

The Company currently leases one of its two headquarters facilities in
Hackensack, New Jersey from a corporation which is wholly-owned by Howard S.
Jonas. Aggregate lease payments under such lease were $24,000 for Fiscal 2000,
$26,000 for Fiscal 1999 and $24,000 for each of Fiscal 1998, 1997, 1996 and
1995. In addition, the Company leased an office building which is owned by an
entity controlled by Mr. Jonas; the aggregate lease payments for Fiscal 2000
under such lease amounted to $34,573 and for Fiscal 1999 amounted to $158,048.

In July 2000, the Company extended a loan bearing interest at a rate of 6%
per annum to Morris Lichtenstein, the Company's Executive Vice President of
Business Development, in the principal amount of $300,000. The entire amount
is still outstanding.

In July 1999, the Company extended to several employees loans bearing
interest at a rate of 6% per annum: to Hal Brecher, the Company's Chief
Operating Officer, in the principal amount of $300,000 and to Geoffrey
Rochwarger, the Company's Senior Vice President of Telecommunications, in the
principal amount of $100,000, in connection with each respective officer's
relocation to a new home. The entire amounts are still outstanding.

In connection with the Initial Public Offering of Net2Phone, Inc., the
Company's former subsidiary, in July 1999, each of Stephen Brown, Moshe
Kaganoff, Geoffrey Rochwarger, Michael Fischberger and David Barth, borrowed
$117,600 from the Company. The loans bear interest at the rate of 7% per annum
and will mature in May 2001. All of the proceeds of these loans were used to
purchase shares of Net2Phone common stock upon the exercise of stock options.
As a condition to receiving these loans, these officers agreed to surrender
240 immediately exercisable Net2Phone options. The entire amounts of the loans
are still outstanding.

James Courter, the President and a director of the Company, is a partner of
the law firm Courter, Kobert, Laufer & Cohen, P.C., which has served as
counsel to the Company since July 1996. Fees paid to the firm by the Company
were less than 5% of the firm's gross revenues for each fiscal year in which
the firm represented the Company.

William F. Weld, a director of the Company, is a partner of the law firm of
McDermott, Will & Emery, which has served as counsel to the Company since
November 1999. Fees paid to the firm by the Company were less than 5% of the
firm's gross revenues for the fiscal year in which the firm represented the
Company.

Committees of the Board of Directors

The Board of Directors has established a Compensation Committee, which
currently consists of Messrs. Berman and Blaker, and an Audit Committee
consisting of Messrs. Berman and Blaker. In October 2000, the Board of
Directors appointed Saul K. Fenster to serve on the Audit Committee. The
Compensation Committee is responsible for reviewing and approving all
compensation arrangements for the officers of the Company and is responsible
for administration of the Company's 1996 Stock Option and Incentive Plan, as
Amended and Restated. The Audit Committee is responsible for recommending the
independent auditors of the Company and reviewing with the independent
auditors (i) the scope and results of the audits and the internal accounting
controls of the Company, (ii) the audit practices and professional services
furnished by the independent auditors and (iii) reporting to the Board with
respect to any and all of the above. In June 2000, the Audit Committee adopted
a charter, a copy of which is attached hereto as Exhibit B.

In September, 2000, the Board of Directors established a Treasury Committee
composed of Messrs. Berman, Blaker and Courter. The Treasury Committee is
responsible for reviewing the Company's investment policies and corporate
compliance.

During the year ended July 31, 2000, there were sixteen meetings of the
Board of Directors. All directors attended at least 75% of all Board meetings.
The Compensation Committee met three times and the Audit Committee met one
time during the same period. Both members of the Audit Committee and the
Compensation Committee attended all of the meetings for their respective
committees.

<PAGE>
Compensation of Directors and Executive Officers

Compensation of Directors

Each non-employee director received as of March 15, 1996 (the date of the
Company's initial public offering) options to purchase 10,000 shares of Common
Stock, and each director appointed to the Board after such date received
options to purchase 10,000 shares of the Company's Common Stock upon his or
her appointment. Mr. Bovin received options to purchase 70,000 shares of the
Company's Common Stock upon his appointment to the Company's Board of
Directors in Fiscal 1998 and subsequently received options to purchase 50,000
shares of the Company's Common Stock. In addition, each continuing non-
employee director of the Company will annually receive grants of options to
purchase 10,000 shares of Common Stock.

Executive Compensation

The following table sets forth certain information for the Company's last
three completed fiscal years concerning the compensation of the Company's
Chief Executive Officer and the Company's four most highly compensated
executive officers, other than the Chief Executive Officer, who were serving
as executive officers as of July 31, 2000 (collectively, the "Named Executive
Officers"). Except as described below, the Company does not have any
executive long-term compensation or incentive plans.

<PAGE>
Summary Compensation Table

Annual
Compensation Securities
-------------------- Other Annual Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Compensation Options(#) Compensation($)
<S> <C> <C> <C> <C> <C> <C>
Howard S. Jonas ................................. 2000 201,868 --- --- --- ---
Chairman of the Board, Chief 1999 200,818 --- --- --- ---
Executive Officer, and Treasurer 1998 146,909 --- --- --- ---

James A. Courter ................................ 2000 200,000 --- --- 50,000(1) ---
Vice Chairman of the 1999 200,000 --- --- 300,000 ---
Board and President 1998 200,000 --- --- 75,000 ---

Hal Brecher ..................................... 2000 205,353 --- --- 50,000(1) ---
Chief Operating Officer 1999 186,400 --- --- 475,000 ---
1998 167,938 --- --- 30,000 ---

Stephen R. Brown ................................ 2000 202,353 50,000 --- 120,000(1) ---
Chief Financial Officer 1999 160,907 --- --- 25,000 ---
1998 135,784 --- --- 27,500 ---

Geoffrey Rochwarger ............................. 2000 202,370 --- --- 120,000(1) ---
Senior Vice President 1999 149,704 50,000 --- 50,000 ---
Telecommunications 1998 110,452 --- --- 27,500 ---
</TABLE>
---------------
(1) All shares underlying these options are Class B Common Stock.

Stock Options Granted in Last Fiscal Year

Percent of Rates of Stock
Number of Total Options Price Appreciation
Shares Granted to For Option Term(2)
Underlying Employees in Exercise Date of ---------------------
Name Options(#) Fiscal Year(%)(1)(7) Price($) Expiration 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Howard S. Jonas ......................... --- --- --- --- --- ---
James A. Courter(3) ..................... 50,000 1.5 20.875 01/31/10 656,250 1,633,250
Hal Brecher(4) .......................... 50,000 1.5 20.875 01/31/10 656,250 1,633,250
Stephen R. Brown(5) ..................... 120,000 3.6 20.875 01/31/10 1,575,000 3,991,800
Geoffrey Rochwarger(6) .................. 120,000 3.6 20.875 01/31/10 1,575,000 3,991,800
</TABLE>
---------------
(1) Options to purchase 1,413,200 shares of Common Stock and 1,920,250 shares
of Class B Common Stock were granted to employees in Fiscal 2000.
(2) There is currently no market for the Class B Common Stock. The Company
expects that a market will be created for shares of Class B Common Stock
during Fiscal 2001. For purposes of the foregoing table, we have assumed
that the fair market value of a share of Class B Common Stock is equal to
the fair market value of a share of Common Stock.
(3) Of Mr. Courter's options, 8,500 options became exercisable on August 1,
2000 and of the remaining 41,500 options, 8,300 options will become
exercisable semiannually commencing February 1, 2001 with the last 8,300
options becoming exercisable on February 1, 2003.
(4) Of Mr. Brecher's options, 8,500 options became exercisable on August 1,
2000 and of the remaining 41,500 options, 8,300 options will become
exercisable semiannually commencing February 1, 2001 with the last 8,300
options becoming exercisable on February 1, 2003.
(5) Of Mr. Brown's options, 20,000 options became exercisable on August 1,
2000 and of the remaining 100,000 options, 20,000 options will become
exercisable semiannually commencing February 1, 2001 with the last 20,000
options becoming exercisable on February 1, 2003.
(6) Of Mr. Rochwarger's options, 20,000 options became exercisable on August
1, 2000 and of the remaining 100,000 options, 20,000 options will become
exercisable semiannually commencing February 1, 2001 with the last 20,000
options becoming exercisable on February 1, 2003.
(7) All shares underlying these options are Class B Common Stock.

<PAGE>
Option Exercises in Last Fiscal Year and Fiscal Year-End Values

The following table provides certain information concerning the number of
shares of Common Stock underlying unexercised stock options held by each of
the Named Executive Officers, and the value of such stock options at July 31,
2000. 120,000 stock options were exercised by the Named Executive Officers
during Fiscal 2000.

Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired Fiscal Year-End(#) Fiscal Year-End($)(1)(2)
on Value --------------------------- ---------------------------
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Howard S. Jonas ..................... 0 0 0 0 0 0
James A. Courter .................... 0 0 410,000 275,000 11,669,580 6,276,700
Hal Brecher ......................... 115,000 2,851,374 155,000 315,000 3,597,890 6,944,220
Stephen R. Brown .................... 0 0 30,250 149,750 4,234,702 2,539,278
Geoffrey Rochwarger ................. 5,000 173,125 71,000 156,500 1,970,348 2,610,047
</TABLE>
---------------
(1) The closing price of the Common Stock on July 31, 2000, as reported by the
Nasdaq National Market, was $35.938 per share.
(2) There is currently no market for the Class B Common Stock. The Company
expects that a market will be created for shares of Class B Common Stock
during Fiscal 2001. For purposes of the foregoing table, we have assumed
that the fair market value of a share of Class B Common Stock is equal to
a share of Common Stock.

Employment Agreements

The Company has entered into employment agreements with Messrs. Jonas,
Courter and Brecher. Mr. Jonas's employment agreement, dated as of April 1,
1999, provides for a minimum base salary of $200,000, which may be increased,
but not decreased, during the term of the agreement. The Company may terminate
Mr. Jonas's employment only for cause (as defined in the agreement). If the
agreement is terminated without cause, the Company is obligated to pay to Mr.
Jonas an amount equal to twice his base salary as then in effect. The
agreement has a three year term, but is automatically extendable for
additional one year periods unless the Board or Mr. Jonas notifies the other,
within ninety days of the anniversary of such period, that the agreement will
not be extended. Pursuant to the agreement, Mr. Jonas has agreed not to
compete with the Company for a period of one year following the termination of
the agreement.

Mr. Courter is employed as the Company's President pursuant to an employment
agreement, dated as of April 1, 1999, which provides for a minimum base salary
of $200,000, which may be increased, but not decreased, during the term of the
agreement. The Company may terminate Mr. Courter's employment only for cause
(as defined in the agreement). In the event of termination without cause or in
the event Mr. Courter terminates his employment for "good reason" as defined
in the employment agreement, any and all unvested options shall automatically
vest and Mr. Courter shall be permitted to exercise any and all options which
are outstanding as of the date of his termination within two (2) years from
such date. If the agreement is terminated without cause, the Company is
obligated to pay to Mr. Courter all due and unpaid amounts to which Mr.
Courter was then entitled and Mr. Courter's minimum base salary for the
remainder of the employment term but in no event less than twelve months. The
agreement has a three year term but is automatically extendable for additional
one year periods unless the Board or Mr. Courter notifies the other, within
ninety days of the anniversary of such period, that the agreement will not be
extended. Pursuant to the agreement, Mr. Courter has agreed not to compete
with the Company for a period of one year following the termination of the
agreement. In addition, Mr. Courter was granted options to purchase 300,000
shares of the Company's Common Stock which will vest over a three year period.

Mr. Hal Brecher is employed as the Company's Chief Operating Officer
pursuant to an employment agreement dated as of April 1, 1999. Mr. Brecher's
agreement provides for a minimum base salary of $200,000, which may be
increased, but not decreased, during the term of the agreement. In the event
of termination without cause or in the event Mr. Brecher terminates his
employment for "good reason" as defined in the employment agreement, any and
all unvested options shall automatically vest and Mr. Brecher shall be
permitted to exercise any and all options which are outstanding as of the date
of his termination within two (2) years from such date.

<PAGE>
Pursuant to the agreement, Mr. Brecher has agreed not to compete with the
Company for a period of one year following the termination of the agreement.
In addition, Mr. Brecher was granted options to purchase 300,000 shares of the
Company's Common Stock which shall vest over a three year period.

Employee Stock Option Program

The Company previously maintained an informal stock option program whereby
selected key employees were granted options to purchase shares of Common
Stock. The primary purpose of this program was to provide long-term incentives
to the Company's key employees and to further align their interests with those
of the Company. Options granted under such program have a term of ten years
and are subject to all other reasonable terms and conditions as the Company
deems necessary and appropriate. The selection of the participants and the
determination of the number of options to be granted to each participant were
made by the Executive Committee of the Company's Board of Directors and
approved by the Compensation Committee of the Company's Board of Directors.
Under such program, options to purchase an aggregate of 2,158,770 shares of
Common Stock have been granted, of which 334,566 were outstanding as of
October 27, 2000. The Company does not anticipate that any additional options
will be granted under this program. In addition to this program, the Company
also has adopted the 1996 Stock Option and Incentive Plan as Amended and
Restated which is described further in Proposal No. 2 below.

Compensation Committee Interlocks and Insider Participation

During Fiscal 2000, the Compensation Committee was comprised of Messrs.
Berman and Blaker, and the Audit Committee was comprised of Messrs. Berman and
Blaker. In January 2000, a vacancy was created on the Compensation Committee
and the Audit Committee by the death of Admiral Zumwalt. In October 2000, the
Board of Directors appointed Saul K. Fenster to serve on the Audit Committee.
None of the members of the Compensation Committee and the Audit Committee were
employees of the Company during such period.

Report of the Compensation Committee of the Board of Directors

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended (the "Act"),
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following report and the Performance Graph set forth
below shall not be incorporated by reference into any such filings, nor shall
they be deemed to be soliciting material or deemed filed with the Securities
and Exchange Commission under the Act or under the Exchange Act.

The Compensation Committee determines the compensation levels of the various
officers of the Company with a view to attract, retain, motivate and reward
key employees who possess exceptional leadership and management skills through
a competitive base salary, bonus payments (when appropriate), long-term
incentives such as awards of stock options, and various other benefits.

The policies of the Compensation Committee are intended to combine
competitive levels of compensation with rewards for commendable performance,
and to align each officer's relative compensation with the Company's
achievement of key business objectives, optimal satisfaction of customers and
maximization of stockholder value. The Compensation Committee believes that
stock ownership by management is beneficial in aligning the interests of the
Company's management with the interests of the Company's stockholders.

Base Salaries. Salaries for the Company's executive officers are determined
primarily on the basis of each executive officer's responsibility, the general
salary practices of companies with which the Company competes and each
officer's individual qualifications and experience. The base salaries are
reviewed by the Compensation Committee in accordance with a variety of
criteria, including individual performance, the functions charged to each
officer, the scope of the officer's duties, trends in the compensation peer
group in which the Company competes for executive talent, and the Company's
financial performance generally. The weight given such factors by the
Compensation Committee may vary with respect to each of the Company's
officers, and from year to year, as the Compensation Committee may deem
necessary.

Stock Option Grants. Stock options are currently granted to executive
officers and other employees under the Company's 1996 Stock Option and
Incentive Plan, as Amended and Restated. In the past, stock options were
granted under the Company's employee stock option program. The Compensation
Committee believes that the appreciation of stock value underlying stock
options provides a strong incentive for recipients of awards to

<PAGE>
manage the Company in accordance with the interests of the Company's
stockholders. Stock option grants and awards are given in order to focus the
grantee's attention on the long-term performance of the Company, as well as to
provide an incentive for the grantee to maintain a long-term relationship with
the Company. The number of options or awards granted and other options terms,
such as vesting, are first determined by the Executive Committee and
thereafter approved by the Compensation Committee, based on recommendations of
management in light of the grantee's level of responsibility, prior
performance, and other compensation. However, stock option grants made to the
Company's most senior officers are made exclusively by the Compensation
Committee. Neither the 1996 Stock Option and Incentive Plan nor the Employee
Stock Option Program provides for specific quantitative criteria for weighing
these factors. Rather, a decision to grant an option or award is primarily
based upon an evaluation of the past as well as the future anticipated
performance and responsibilities of the grantee.

401(k) Plan. The Company established a plan in September 1996, pursuant to
Section 401(k) of the Internal Revenue Code of 1986, as amended (the "401(k)
Plan"), for the benefit of employees. The Company's executive officers are
permitted to participate on the same basis as other employees of the Company.

Chief Executive Officer Compensation. The Company has entered into an
employment agreement with Mr. Howard S. Jonas, dated as of April 1, 1999,
providing for a minimum annual base salary of $200,000 which may be increased,
but not decreased, during the term of the agreement. Mr. Jonas's compensation
for Fiscal 2000 was $201,868. Mr. Jonas's base salary was established in part
by comparing the base salaries of chief executive officers at other companies
of similar size. Mr. Jonas's compensation is also based on his position and
responsibilities, his past and expected contribution to the Company's future
success and on the financial performance of the Company. Mr. Jonas did not
receive a bonus or any grants or awards of stock options in Fiscal 2000.

THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS

Meyer A. Berman
J. Warren Blaker

<PAGE>
Performance Graph of Stock

The following chart sets forth the cumulative total stockholder return
(assuming reinvestment of dividends, if any) on the Company's Common Stock
from the date of the Company's initial public offering (March 15, 1996)
through July 31, 2000, as well as the cumulative total return on (i) the
Nasdaq National Market Composite Index, (ii) Standard & Poor's Smallcap 600
Index and (iii) the Nasdaq Telecommunications Index. In the immediately
preceding fiscal year, the Company used a composite industry index derived
from the average returns of each of the Nasdaq Computer, Nasdaq
Telecommunications Indices, and the Nasdaq National Market each weighted
according to the approximate percentage of total revenues from each of the
Company's operations. For Fiscal 2000, the Company has decided to provide
separate information with respect to the each of its telecommunications and
Internet access operations, given the respective percentage of revenues
derived from the operation of each. The stock price performance on the graph
below is not necessarily indicative of future price performance.(1)

COMPARISON OF 52 MONTH CUMULATIVE TOTAL RETURN*
AMONG IDT CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX,
THE S&P SMALLCAP 600 INDEX
AND THE NASDAQ TELECOMMUNICATIONS INDEX

[LINE CHART]

<TABLE>
<CAPTION>
Cumulative Total Return
---------------------------------------------------------
3/15/96 7/96 7/97 7/98 7/99 7/00

<S> <C> <C> <C> <C> <C> <C>
IDT CORPORATION 100.00 106.98 77.91 225.58 183.72 334.31
NASDAQ STOCK MARKET (U.S.) 100.00 98.85 145.86 171.65 245.32 349.26
S & P SMALLCAP 600 100.00 100.07 138.99 150.16 157.44 177.23
NASDAQ TELECOMMUNICATIONS 100.00 99.47 132.71 219.84 337.93 344.19
</TABLE>
* $100 INVESTED ON 3/15/96 IN STOCK
OR ON 2/29/96 IN INDEX - INCLUDING
REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING JULY 31.

---------------
(1) 5.1% of the Company's revenues for the fiscal year ended July 31, 2000
consisted of revenues from Net2Phone. There are no indices applicable
directly to Internet telephony. For purposes of the performance graph,
Internet telephony revenues were counted as part of the Company's revenues
from telecommunications services (93.5% telecommunications and 5.1%
Internet telephony). Therefore, the performance graph assumes that 98.6%
of the Company's revenues during the relevant periods were derived from
telecommunications services, and that 1.4% of the Company's revenues were
derived from Internet access services and other sources.

<PAGE>
PROPOSAL NO. 2

APPROVAL OF AMENDMENTS TO THE COMPANY'S
1996 STOCK OPTION AND INCENTIVE PLAN,
AS AMENDED AND RESTATED

The Company's stockholders are being asked to approve amendments to the
Company's 1996 Stock Option and Incentive Plan, as amended and restated (the
"Plan"), which will effect the following changes: (i) permit the grant of
awards of (or with respect to) shares of Class B Common Stock under the Plan,
(ii) reserve 3,300,000 shares of Class B Common Stock for the grant of awards
under the Plan and (iii) certain technical amendments to the Plan.

The Board of Directors adopted, subject to stockholder approval, the
proposed amendments on May 24, 2000 (with respect to clause (i) above and
300,000 of the 3,300,000 shares described in clause (ii) above) and September
12, 2000 (with respect to clause (iii) above and 3,000,000 of the 3,300,000
shares described in clause (ii) above).

The holders of shares of Class B Common Stock are entitled to one-tenth (1/
10th) of a vote per share. Shares of Class B Common Stock may be converted, at
any time at the option of the Company, into one share of Common Stock provided
that all shares of Class B Common Stock are so converted. The rights of
holders of shares of Class B Common Stock and Common Stock are identical
except for voting and conversion rights.

The primary purpose of the amendments is to create a sufficient reserve of
Class B Common Stock for future awards needed to attract and retain the
services of key employees, directors and consultants of the Company. The Board
of Directors believes that, under certain circumstances, Class B Common Stock
award grants under the Plan will be preferable to Common Stock award grants
because holders of Common Stock will suffer less dilution to the extent that
the Company issues shares of Class B Common Stock instead of Common Stock.

Under the terms of the Plan, a stockholder vote is not required for
amendment of the Plan. However, the proposed amendments are being submitted
for a stockholder vote in order to enable the Company to grant options which
are incentive stock options ("ISOs") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and because such
approval may be required or advisable in connection with (i) the provisions
set forth in Section 162(m) of the Code relating to the deductibility of
certain compensation and (ii) the rules and regulations applicable to
companies which are Nasdaq National Market issuers.

The following description of the Plan, as proposed to be amended by this
Proposal, is a summary, does not purport to be complete and is qualified in
its entirety by the full text of the Plan, as proposed to be amended. A copy
of the Plan, as proposed to be amended, is attached hereto as Exhibit A.

DESCRIPTION OF THE PLAN

Pursuant to the Plan, key employees, directors and consultants of the
Company are eligible to receive awards of stock options, stock appreciation
rights, limited stock appreciation rights and restricted stock. Options
granted under the Plan may be ISOs, or non-qualified stock options
("NQSOs"). Stock appreciation rights ("SARs") and limited stock
appreciation rights ("LSARs") may be granted simultaneously with the grant
of an option or (in the case of NQSOs), at any time during the term of the
Plan. Restricted stock may be granted in addition to or in lieu of any other
award made under the Plan.

As of October 27, 2000, 10 executive officers, approximately 1,270 other
employees, 3 consultants and 6 non-employee directors were eligible to
participate in the Plan.

The maximum number of shares of Common Stock and Class B Common Stock
reserved for the grant of awards under the Plan is 6,300,000 and 3,300,000
(including the 3,300,000 shares of Class B Common Stock reserved subject to
approval by the stockholders as part of this Proposal), respectively. Such
share reserves are subject to further adjustment in the event of specified
changes to the capital structure of the Company. The shares may be made
available either from the Company's authorized but unissued capital stock or
from capital stock reacquired by the Company.

<PAGE>
As of July 31, 2000, options covering all of the shares of Common Stock
reserved for issuance under the Plan have been granted. As of such date,
options covering 143,500 shares of Class B Common Stock have been granted
under the Plan, subject to stockholder approval.

The Plan is administered by the Compensation Committee of the Board. Subject
to the provisions of the Plan, the Compensation Committee will determine the
type of award, when and to whom awards will be granted, the number of shares
covered by each award and the terms, provisions and kind of consideration
payable (if any), with respect to awards. The Compensation Committee may
interpret the Plan and may at any time adopt such rules and regulations for
the Plan as it deems advisable. In determining the persons to whom awards
shall be granted and the number of shares covered by each award, the
Compensation Committee shall take into account the duties of the respective
persons, their present and potential contribution to the success of the
Company and such other factors as the Compensation Committee shall deem
relevant.

An option may be granted on such terms and conditions as the Compensation
Committee may approve, and generally may be exercised for a period of up to
ten years from the date of grant. Generally, ISOs will be granted with an
exercise price equal to the "Fair Market Value" (as defined in the Plan) on
the date of grant. In the case of ISOs, certain limitations will apply with
respect to the aggregate value of option shares which can become exercisable
for the first time during any one calendar year, and certain additional
limitations will apply to ISOs granted to "Ten Percent Stockholders" of the
Company (as defined in the Plan). The Compensation Committee may provide for
the payment of the option price in cash, by delivery of Common Stock or Class
B Common Stock having a Fair Market Value equal to such option price, by a
combination thereof or by any other method. Options granted under the Plan
will become exercisable at such times and under such conditions as the
Compensation Committee shall determine, subject to acceleration of the
exercisability of options in the event of, among other things, a "Change in
Control," a "Corporate Transaction" or a "Related Entity Disposition" (in
each case, as defined in the Plan).

The Plan provides for automatic formula option grants to eligible non-
employee directors of the Company. Options to purchase 10,000 shares of Common
Stock were granted to each non-employee director upon the consummation of the
Company's initial public offering in March 1996 and options to purchase 10,000
shares of Class B Common Stock will be granted to each new non-employee
director upon such director's initial election and qualification for the
Board. In addition, if the stockholders approve this Proposal, options to
purchase 10,000 shares of Class B Common Stock will be granted annually to
each non-employee director on the anniversary date of each such director's
election to the Board. Each option will have an exercise price equal to the
Fair Market Value of a share of Class B Common Stock on the date of grant. All
such options granted to non-employee directors will be immediately
exercisable. All options held by non-employee directors, to the extent not
exercised, unless otherwise agreed to by the Company, expire on the earliest
of (i) the tenth anniversary of the date of grant, (ii) the first anniversary
of the non-employee director's termination of directorship other than for
"Cause" (as defined in the Plan) or (iii) three months following the non-
employee director's termination of directorship for Cause.

Prior to the amendments which are the subject of this Proposal, options to
purchase 10,000 shares of Common Stock were granted annually to each non-
employee director on December 15th of each year.

The Plan also permits the Compensation Committee to grant SARs and/or LSARs
with respect to all or any portion of the shares of Common Stock or Class B
Common Stock covered by options. Generally, SARs may be exercised only at such
time as the related option is exercisable and LSARs may be exercised only
during the 90 days immediately following a Change in Control except that, in
the case of an "Insider" (as defined in the Plan), (i) an SAR and an LSAR
must be held for at least six months before it becomes exercisable and (ii) an
LSAR must automatically be paid out in cash. LSARs will be exercisable only
if, and to the extent, that the option to which the LSARs relate is then
exercisable, and if such option is an ISO, only to the extent the Fair Market
Value per share of Common Stock or Class B Common Stock, as applicable,
exceeds the option price.

Upon exercise of an SAR, a grantee will receive for each share for which an
SAR is exercised, an amount in cash, Common Stock or Class B Common Stock, as
determined by the Compensation Committee, equal to the excess, if any, of (i)
the Fair Market Value of a share of Common Stock or Class B Common Stock, as
applicable, on the date the SAR is exercised over (ii) the exercise price per
share of the option to which the SAR relates.

<PAGE>
Upon exercise of an LSAR, a grantee will receive for each share for which an
LSAR is exercised, an amount in cash equal to the excess, if any, of (i) the
greater of (x) the highest Fair Market Value of a share of Common Stock or
Class B Common Stock, as applicable, during the 90-day period ending on the
date the LSAR is exercised, and (y) whichever of the following is applicable:
(1) the highest per share price paid in any tender or exchange offer which is
in effect at any time during the 90 days ending on the date of exercise of the
LSAR; (2) the fixed or formula price for the acquisition of shares of Common
Stock or Class B Common Stock, as applicable, in a merger in which the Company
will not continue as the surviving corporation, or upon a consolidation, or a
sale, exchange or disposition of all or substantially all of the Company's
assets, approved by the Company's stockholders (if such price is determinable
on the date of exercise); and (3) the highest price per share of Common Stock
or Class B Common Stock, as applicable, shown on Schedule 13D, or any
amendment thereto, filed by the holder of the specified percentage of Common
Stock or Class B Common Stock, as applicable, the acquisition of which gives
rise to the exercisability of the LSAR over (ii) the exercise price per share
of the option to which the LSAR relates. In no event, however, may the holder
of an LSAR granted in connection with an ISO receive an amount in excess of
the maximum amount which will enable the option to continue to qualify as an
ISO.

When an SAR or LSAR is exercised, the option to which it relates will cease
to be exercisable to the extent of the number of shares with respect to which
the SAR or LSAR is exercised, but will be deemed to have been exercised for
purposes of determining the number of shares available for the future grant of
awards under the Plan.

The Plan further provides for the granting of restricted stock awards, which
are awards of Common Stock or Class B Common Stock which may not be disposed
of, except by will or the laws of descent and distribution, for such period as
the Compensation Committee determines (the "restricted period"). The
Compensation Committee may also impose such other conditions and restrictions,
if any, on the shares as it deems appropriate, including the satisfaction of
performance criteria. All restrictions affecting the awarded shares lapse in
the event of a Change in Control, a Corporate Transaction or a Related Entity
Disposition.

During the restricted period, the grantee will be entitled to receive
dividends with respect to, and to vote the shares awarded to him or her. If,
during the restricted period, the grantee's service with the Company
terminates for any reason, any shares remaining subject to restrictions will
be forfeited. The Compensation Committee has the authority to cancel any or
all outstanding restrictions prior to the end of the restricted period,
including cancellation of restrictions in connection with certain types of
termination of service.

During any one calendar year, no grantee may be granted options to acquire
more than an aggregate of 1,000,000 shares of Common Stock and Class B Common
Stock or be awarded more than 1,000,000 shares of restricted stock (in each
case subject to adjustment as provided in the Plan).

The Board may at any time and from time to time suspend, amend, modify or
terminate the Plan; provided, however, that, to the extent required by any
other law, regulation or stock exchange rule, no such change shall be
effective without the requisite approval of the Company's stockholders. In
addition, no such change may adversely affect an award previously granted,
except with the written consent of the grantee.

No awards may be granted under the Plan after the tenth anniversary of its
initial adoption.

ISOs (and any related SARs) are not assignable or transferable except by the
laws of descent and distribution. Non-qualified stock options (and any SARs or
LSARs related thereto) may be transferred to the extent permitted by the
Compensation Committee. If the stockholders approve this Proposal, holders of
non-qualified stock options (and any SARs or LSARs related thereto) granted
after October 31, 2000 will be permitted to transfer such non-qualified stock
options for no consideration to such holder's "family members" (as defined
in Form S-8) without the prior approval of the Compensation Committee. Prior
to the amendments which are the subject of this Proposal, no non-qualified
stock options (nor SARs or LSARs related thereto) could be transferred without
the prior approval of the Compensation Committee.

Options and Awards under the Plan. The Company cannot now determine the
number of options or awards to be granted in the future under the Plan to
officers, directors and employees.

<PAGE>
For each of the executive officers named in the Summary Compensation Table
and the various indicated groups, the table below shows the number of shares
of Common Stock and Class B Common Stock subject to options granted under the
Plan during Fiscal Year 2000.

STOCK OPTIONS GRANTED UNDER THE PLAN IN THE LAST FISCAL YEAR

Number of Shares of
Number of Shares of Class B
Common Stock Common Stock
Name and Principal Position Underlying Options Underlying Options
--------------------------- ------------------ ---------------------
<S> <C> <C>

Howard S. Jonas.. ....................................... 0 0
Chief Executive Officer,
Chairman of the Board and Treasurer

James A. Courter. ....................................... 0 0
President and Vice Chairman of the Board

Hal Brecher...... ....................................... 0 0
Chief Operating Officer and Director

Stephen R. Brown. ....................................... 0 0
Chief Financial Officer and Director

Executive Group.. ....................................... 0 0

Non-Executive Director Group ............................ 60,000(1) 0

Non-Executive Officer Employee Group .................... 1,413,200 143,500
</TABLE>
---------------
(1) Options to purchase 10,000 shares of Class B Common Stock will be granted
annually to each non-employee director in accordance with the terms of the
Plan.

Federal Income Tax Consequences of Awards Granted under the Plan.

The Company believes that, under present law, the following are the U.S.
federal income tax consequences generally arising with respect to awards under
the Plan.

Incentive Stock Options. ISOs granted under the Plan are intended to meet
the definitional requirements of Section 422(b) of the Code for "incentive
stock options." A participant who receives an ISO does not recognize any
taxable income upon the grant of such ISO. Similarly, the exercise of an ISO
generally does not give rise to federal taxable income to the participant,
provided that (i) the federal "alternative minimum tax," which depends on
the participant's particular tax situation, does not apply and (ii) the
participant is employed by the Company from the date of grant of the option
until three months prior to the exercise thereof, except where such employment
or service terminates by reason of disability or death (where the three month
period is extended to one year).

Further, if after exercising an ISO, a participant disposes of the Common
Stock or Class B Common Stock so acquired more than two years from the date of
grant and more than one year from the date of transfer of the Common Stock or
Class B Common Stock pursuant to the exercise of such ISO (the "applicable
holding period"), the participant will normally recognize a long-term capital
gain or loss equal to the difference, if any, between the amount received for
the shares and the exercise price. If, however, the participant does not hold
the shares so acquired for the applicable holding period--thereby making a
"disqualifying disposition"--the participant would realize ordinary income
on the excess of the fair market value of the shares at the time the ISO was
exercised over the exercise price, and the balance of income, if any, would be
long-term capital gain (provided the holding period for the shares exceeded
one year and the participant held such shares as a capital asset at such
time).

A participant who exercises an ISO by delivering Common Stock or Class B
Common Stock previously acquired pursuant to the exercise of another ISO is
treated as making a "disqualifying disposition" of such Common Stock if such
shares are delivered before the expiration of their applicable holding period.
Upon the

<PAGE>
exercise of an ISO with previously acquired shares as to which no
disqualifying disposition occurs, the participant would not recognize gain or
loss with respect to such previously acquired shares.

The Company will not be allowed a federal income tax deduction upon the
grant or exercise of an ISO or the disposition, after the applicable holding
period, of the Common Stock or Class B Common Stock acquired upon exercise of
an ISO. In the event of a disqualifying disposition, the Company generally
will be entitled to a deduction in an amount equal to the ordinary income
recognized by the participant, provided that such amount constitutes an
ordinary and necessary business expense to the Company and is reasonable and
the limitations of Sections 280G and 162(m) of the Code (discussed below) do
not apply.

Non-Qualified Stock Options and Stock Appreciation Rights. Non-qualified
stock options granted under the Plan are options that do not qualify as ISOs.
A participant who receives an NQSO or an SAR (including an LSAR) will not
recognize any taxable income upon the grant of such NQSO or SAR. However, the
participant generally will recognize ordinary income upon exercise of an NQSO
in an amount equal to the excess of (i) the fair market value of the shares of
Common Stock or Class B Common Stock at the time of exercise over (ii) the
exercise price. Similarly, upon the receipt of cash or shares pursuant to the
exercise of an SAR, the individual generally will recognize ordinary income in
an amount equal to the sum of the cash and the fair market value of the shares
received.

The ordinary income recognized with respect to the receipt of shares or cash
upon exercise of a NQSO or an SAR will be subject to both wage withholding and
other employment taxes. In addition to the customary methods of satisfying the
withholding tax liabilities that arise upon the exercise of an SAR for shares
or upon the exercise of a NQSO, the Company may satisfy the liability in whole
or in part by withholding shares of Common Stock or Class B Common Stock from
those that otherwise would be issuable to the participant or by the
participant tendering other shares owned by him or her, valued at their fair
market value as of the date that the tax withholding obligation arises.

A federal income tax deduction generally will be allowed to the Company in
an amount equal to the ordinary income recognized by the individual with
respect to his or her NQSO or SAR, provided that such amount constitutes an
ordinary and necessary business expense to the Company and is reasonable and
the limitations of Sections 280G and 162(m) of the Code do not apply.

If a participant exercises an NQSO by delivering shares of Common Stock or
Class B Common Stock to the Company, other than shares previously acquired
pursuant to the exercise of an ISO which is treated as a "disqualifying
disposition" as described above, the participant will not recognize gain or
loss with respect to the exchange of such shares, even if their then fair
market value is different from the participant's tax basis. The participant,
however, will be taxed as described above with respect to the exercise of the
NQSO as if he or she had paid the exercise price in cash, and the Company
likewise generally will be entitled to an equivalent tax deduction.

Other Awards. With respect to other awards under the Plan that are settled
either in cash or in shares of Common Stock or Class B Common Stock that are
either transferable or not subject to a substantial risk of forfeiture (as
defined in the Code and the regulations thereunder), participants generally
will recognize ordinary income equal to the amount of cash or the fair market
value of the Common Stock or Class B Common Stock received.

With respect to awards under the Plan that are settled in shares of Common
Stock or Class B Common Stock that are restricted to transferability and
subject to a substantial risk of forfeiture--absent a written election
pursuant to Section 83(b) of the Code filed with the Internal Revenue Service
within 30 days after the date of transfer of such shares pursuant to the award
(a "Section 83(b) election")--a participant will recognize ordinary income
at the earlier of the time at which (i) the shares become transferable or (ii)
the restrictions that impose a substantial risk of forfeiture of such shares
(the "Restrictions") lapse, in an amount equal to the excess of the fair
market value (on such date) of such shares over the price paid for the award,
if any. If a Section 83(b) election is made, the participant will recognize
ordinary income, as of the transfer date, in an amount equal to the excess of
the fair market value of the Common Stock or Class B Common Stock, as
applicable, as of that date over the price paid for such award, if any.

<PAGE>
The ordinary income recognized with respect to the receipt of cash, shares
of Common Stock, Class B Common Stock or other property under the Plan will be
subject to both wage withholding and other employment taxes.

The Company generally will be allowed a deduction for federal income tax
purposes in an amount equal to the ordinary income recognized by the
participant, provided that such amount constitutes an ordinary and necessary
business expense and is reasonable and the limitations of Sections 280G and
162(m) of the Code do not apply.

Change in Control. In general, if the total amount of payments to a
participant that are contingent upon a "change of control" of the Company
(as defined in Section 280G of the Code), including awards under the Plan that
vest upon a "change in control," equals or exceeds three times the
individual's "base amount" (generally, such participant's average annual
compensation for the five calendar years preceding the change in control),
then, subject to certain exceptions, the payments may be treated as
"parachute payments" under the Code, in which case a portion of such
payments would be non-deductible to the Company and the participant would be
subject to a 20% excise tax on such portion of the payments.

Certain Limitations on Deductibility of Executive Compensation. With
certain exceptions, Section 162(m) of the Code denies a deduction to publicly
held corporations for compensation paid to certain executive officers in
excess of $1 million per executive per taxable year (including any deduction
with respect to the exercise of an NQSO or SAR or the disqualifying
disposition of stock purchased pursuant to an ISO). One such exception applies
to certain performance-based compensation provided that such compensation has
been approved by stockholders in a separate vote and certain other
requirements are met. The Company believes that Stock Options, SARs and LSARs
granted under the Plan should qualify for the performance-based compensation
exception to Section 162(m).

THE BOARD RECOMMENDS A VOTE FOR
APPROVAL OF THE AMENDMENTS TO THE PLAN AS DESCRIBED ABOVE.

<PAGE>
PROPOSAL NO. 3

APPROVAL OF THE GRANT OF OPTIONS TO PURCHASE
SHARES OF THE COMPANY'S CLASS B COMMON STOCK
TO CERTAIN OFFICERS AND DIRECTORS OF THE COMPANY

A proposal has been submitted to the Company's stockholders to approve the
actions of the Compensation Committee of the Board in granting options to
purchase up to an aggregate of 820,000 shares of the Company's Class B Common
Stock to the officers and directors of the Company set forth below.

On February 1, 2000, the Compensation Committee of the Board approved,
subject to the approval of the stockholders of the Company, the grant of
options to purchase 180,000 shares of Class B Common Stock to Morris
Lichtenstein, options to purchase 120,000 shares of Class B Common Stock to
each of Stephen Brown, Michael Fischberger and Geoffrey Rochwarger, options to
purchase 80,000 shares of Class B Common Stock to Moshe Kaganoff and options
to purchase 50,000 shares of Class B Common Stock to each of Hal Brecher,
James Courter, Marc Knoller and Joyce Mason.

The options were not granted pursuant to the terms of the Plan. Each of the
options has an exercise price of $20.875 per share. Approximately one-sixth of
each option is exercisable as of August 1, 2000, an additional approximately
one-sixth becomes exercisable on each of February 1, 2001, August 1, 2001,
February 1, 2002 and August 1, 2002, and the options become exercisable in
full on February 1, 2003.

Each of the option grants are subject to the terms of an agreement
substantially in the form of Exhibit C hereto. The agreements incorporate the
terms of the Plan which are described in the discussion of Proposal No. 2
above.

The options terminate three months following the termination of the
grantee's employment with the Company for any reason other than death,
disability or retirement and 180 days following the death, disability or
retirement of the grantee. The options are not transferable by the grantee
other than to immediate family members or trusts or other entities created for
estate planning purposes.

THE BOARD RECOMMENDS A VOTE FOR
APPROVAL OF THE GRANT OF THE OPTIONS AS DESCRIBED ABOVE.

<PAGE>
PROPOSAL NO. 4

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS

The stockholders will be asked to approve the reappointment of Ernst & Young
LLP as the Company's independent auditors for the fiscal year ending July 31,
2001.

Ernst & Young LLP has served as the Company's independent auditors since
1993 and has been appointed by the Board to continue as the Company's
independent auditors. In the event that the ratification of this selection of
auditors is not approved by a majority of the shares of Common Stock voting at
the Annual Meeting in person or by proxy, management will review its future
selection of auditors. A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting. The representative will have an opportunity to
make a statement and to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JULY 31, 2001.

<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance

Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than 10 percent of the Common
Stock are required to report their ownership of Common Stock and any changes
in that ownership, on a timely basis, to the Securities and Exchange
Commission. Based on material provided to the Company, all such required
reports were filed on a timely basis in Fiscal 2000, subject to the following
exceptions: Mr. Stephen R. Brown, the Company's Chief Financial Officer,
inadvertently failed to file a timely report with respect to one transaction
that occurred in January of 2000.

Submission of Proposals for the 2001 Meeting of Stockholders

Stockholders who wish to present proposals for inclusion in the Company's
proxy materials in connection with the 2001 Annual Meeting of Stockholders
must submit such proposals in writing to the General Counsel and Secretary of
the Company at 520 Broad Street, Newark, New Jersey 07102 not later than April
17, 2001. In addition, any stockholder proposal submitted with respect to the
Company's 2001 Annual Meeting of Stockholders, which proposal is submitted
outside the requirements of Rule 14a-8 under the Securities Exchange Act of
1934, will be considered untimely for purposes of Rule 14a-4 and 14a-5 if
written notice thereof is received by the Company's General Counsel and
Secretary not less than 45 days prior to the day on which notice of the date
of the annual meeting was mailed.

Other Matters

The Board of Directors knows of no other business which will be presented at
the Annual Meeting. If any other business is properly brought before the
Annual Meeting, it is intended that proxies in the enclosed form will be voted
in respect thereof in accordance with the judgments of the persons voting the
proxies.

It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to fill in, sign and promptly return
the accompanying form in the enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

November 14, 2000
/s/ JOYCE J. MASON

Joyce J. Mason
General Counsel and Secretary

<PAGE>
Exhibit A

IDT CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
(As Amended and Restated)

1. Purpose; Types of Awards; Construction.

The purpose of the IDT Corporation 1996 Stock Option and Incentive Plan (the
"Plan") is to provide incentives 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 officers, 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) "Agreement" shall mean a written agreement entered into between the
Company and a Grantee in connection with an award under the Plan.

(b) "Board" shall mean the Board of Directors of the Company.

(i) any "person," as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than (A) the Company, (B) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
(C) any corporation or other entity owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of Common Stock, or (D) 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; or

(ii) during any period of not more than two consecutive years, not
including any period prior to the initial 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.

(d) "Class A Common Stock" shall mean shares of Class A common stock, par
value $.01 per share, of the Company.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

(f) "Committee" shall mean the Compensation Committee of the Board or such
other committee as the Board may designate from time to time to administer the
Plan.

A-1

<PAGE>
(g) "Common Stock" shall mean shares of common stock, par value $.01 per
share, of the Company, or, if determined by the Committee and set forth in an
Agreement, shares of class B common stock, par value $.01 per share, of the
Company.

(h) "Company" shall mean IDT Corporation, a corporation organized under the
laws of the State of Delaware, or any successor corporation.

(i) "Continuous Service" means that the provision of services to the Company
or a Related Entity in any capacity of officer, employee, director or consultant
is not interrupted or terminated. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
between locations of the Company or among the Company, any Related Entity or any
successor in any capacity of officer, employee, director or consultant, or (iii)
any change in status as long as the individual remains in the service of the
Company or a Related Entity in any capacity of officer, employee, director or
consultant (except as otherwise provided in the applicable Agreement). An
approved leave of absence shall include sick leave, maternity leave, military
leave or any other authorized personal leave. For purposes of Incentive Stock
Options, no such leave may exceed ninety (90) days unless reemployment upon
expiration of such leave is guaranteed by statute or contract.

(j) "Corporate Transaction" means any of the following transactions:

(i) a merger or consolidation of the Company with any other corporation or
other entity, 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 defined in the Exchange Act) acquired 25% or more
of the combined voting power of the Company's then outstanding securities;
or

(ii) 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 its
assets (or any transaction having a similar effect).

(k) "Disability" shall mean a Grantee's inability to perform his or her
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.

(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

(m) "Fair Market Value" per share as of a particular date shall mean (i) the
closing sale 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.

(n) "Grantee" shall mean a person who receives a grant of Options, Stock
Appreciation Rights, Limited Rights or Restricted Stock under the Plan.

(o) "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.

(p) "Initial Public Offering" shall mean the underwritten initial public
offering of shares of Common Stock, which occurred in March 1996.

A-2

<PAGE>
(q) "Insider" shall mean a Grantee who is subject to the reporting
requirements of Section 16(a) of the Exchange Act.

(r) "Limited Right" shall mean a limited stock appreciation right granted
pursuant to Section 10.

(s) "Non-Employee Director" means a member of the Board who is not an
employee of the Company or any Subsidiary.

(t) "Nonqualified Stock Option" shall mean any option not designated as an
Incentive Stock Option.

(u) "Option" or "Options" shall mean a grant to a Grantee of an option or
options to purchase shares of Common Stock.

(v) "Option Agreement" shall have the meaning set forth in Section 6.

(w) "Option Price" shall mean the exercise price of the shares of Common
Stock covered by an Option.

(x) "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 of the other companies in such chain.

(y) "Plan" means this IDT Corporation 1996 Stock Option and Incentive Plan,
as amended from time to time.

(z) "Related Entity" means any Parent, Subsidiary or any business,
corporation, partnership, limited liability company or other entity in which the
Company, a Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly.

(aa) "Related Entity Disposition" means the sale, distribution or other
disposition by the Company of all or substantially all of the Company's interest
in any Related Entity effected by a sale, merger or consolidation or other
transaction involving such Related Entity or the sale of all or substantially
all of the assets of such Related Entity.

(bb) "Restricted Period" shall have the meaning set forth in Section 11.

(cc) "Restricted Stock" means shares of Common Stock issued under the Plan to
a Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of refusal, repurchase provisions, forfeiture provisions and
other terms and conditions as shall be determined by the Committee.

(dd) "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.

(ee) "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.

(ff) "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.

(gg) "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.

(hh) "Tax Event" shall have the meaning set forth in Section 17.

(ii) "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.

A-3

<PAGE>
3. Administration.

(a) The Plan shall be administered by the Committee, the members of which
shall, except as may otherwise be determined by the Board, be "non-employee
directors" under Rule 16b-3 and "outside directors" under Section 162(m) of the
Code.

(b) 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 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.

(c) 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 14 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 purposes of the Plan.

5. Stock.

(a) The maximum number of shares of Common Stock reserved for the grant of
awards under the Plan shall be 9,600,000, of which 6,300,000 shall be shares of
common stock and 3,300,000 shall be shares of Class B common stock, in each case
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.

(b) If any outstanding award under the Plan should, for any reason expire, be
canceled or be forfeited (other than in connection with the exercise of a Stock
Appreciation Right or a Limited Right), without having been exercised in full,
the shares of Common Stock allocable to the unexercised, canceled or terminated
portion of such award shall (unless the Plan shall have been terminated) become
available for subsequent grants of awards under the Plan.

(c) 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, in each case subject to adjustment as provided in Section
12 hereof.

6. Terms and Conditions of Options.

(a) OPTION AGREEMENT. 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.

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(b) NUMBER OF SHARES. Each Option Agreement shall state the number of shares
of Common Stock to which the Option relates.

(c) TYPE OF OPTION. Each Option Agreement shall specifically state that the
Option constitutes an Incentive Stock Option or a Nonqualified Stock Option. In
the absence of such designation, the Option will be deemed to be a Nonqualified
Stock Option.

(d) 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.

(e) 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,
including a cashless exercise procedure through a broker-dealer; provided,
however, that in the case of an Incentive Stock Option, the medium of payment
shall be determined at the time of grant and set forth in the applicable Option
Agreement.

(f) 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(g) and 6(h) 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 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.

(g) TERMINATION. Except as provided in this Section 6(g) and in Section 6(h)
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 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 Grantee's
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); provided, however, that
Options granted after November 17, 1998 may be exercised within three (3) months
after the date of termination (or such different period as the Committee shall
prescribe).

(h) 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 within such different period as the Committee may have provided pursuant to
Section 6(g) 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 result 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

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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).

(i) 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:

(a) LIMITATION ON VALUE OF SHARES. To the extent that the aggregate Fair
Market Value of shares of Common Stock subject to Options designated as
Incentive Stock Options which become exercisable for the first time by a Grantee
during any calendar year (under all plans of the Company or any Subsidiary)
exceeds $100,000, such excess Options, to the extent of the shares covered
thereby in excess of the foregoing limitation, shall be treated as Nonqualified
Stock Options. For this purpose, Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of
the shares of Common Stock shall be determined as of the date that the Option
with respect to such shares was granted.

(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).

(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. Unless otherwise approved by the Committee, no Grantee
shall be permitted to exercise any Stock Appreciation Right (i) until six (6)
months have elapsed from the date of grant or (ii) during the period beginning
two weeks prior to the end of each of

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the Company's fiscal quarters and ending on the second business day following
the day on which the Company releases to the public a summary of its fiscal
results for such period.

(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 of 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
canceled to the extent of the number of shares of Common Stock as to which the
Stock Appreciation Right is exercised. Upon the exercise or surrender of an
option granted in connection with a Stock Appreciation Right, the Stock
Appreciation Right shall be canceled 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 to the Company in accordance with
procedures specified by the Company from time to time. Such notice shall state
the number of shares of Common Stock with respect to which the Stock
Appreciation Right is being exercised. A Grantee may also be required to deliver
to the Company the underlying Agreement evidencing the Stock Appreciation Right
being exercised and any related Option Agreement so that a notation of such
exercise may be made thereon, and such Agreements shall then be returned 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 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.

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 (i) during the ninety-day
period following the occurrence of a Change in Control or (ii) immediately prior
to the effective date of a Corporate Transaction. 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 (or unless otherwise approved by the Committee), a Limited
Right granted to a Grantee who is an Insider must be (x) held by the Insider for
at least six (6) months from the date of grant of the Limited Right before it
becomes exercisable and (y) automatically paid out in cash to the Insider upon
the occurrence of a Change in Control or a Corporate Transaction (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:

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(i) in the case of the realization of Limited Rights by reason of an
acquisition of Common Stock described in clause (i) of the definition of
"Change in Control" (Section 2(c) above), an amount equal to the
Acquisition Spread as defined in Section 10(d)(ii) below; or

(ii) in the case of the realization of Limited Rights by reason of
stockholder approval of an agreement or plan described in clause (i) of the
definition of "Corporate Transaction" (Section 2(j) above), an amount equal
to the Merger Spread as defined in Section 10(d)(iv) below; or

(iii) in the case of the realization of Limited Rights by reason of the
change in composition of the Board described in clause (ii) of the definition
of "Change in Control" or stockholder approval of a plan or agreement
described in clause (ii) of the definition of Corporate Transaction, an
amount equal to the Spread as defined in Section 10(d)(v) below.

Notwithstanding the foregoing provisions of this Section 10(c) (or unless
otherwise approved by the Committee), 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 under the Code 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 the exercise of any Limited Right by reason of an acquisition of
Common Stock described in clause (i) of the definition of Change in
Control, the greatest of (A) the highest price per share shown on the
Statement on 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 clause (i) of the definition of
Corporate Transaction, 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
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 clause (ii) of the definition of Change in Control or
stockholder approval of a plan or agreement described in clause (ii) of the
definition of Corporate Transaction, 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

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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 this 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 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 to the Company the Agreement evidencing the
Limited Rights being exercised and, if applicable, the Option Agreement
evidencing the related Option; the Company shall endorse thereon a notation of
such exercise and return such Agreements to the Grantee. The date of exercise of
a Limited Right 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 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
retired by, the Company without cost to the Company or such 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 any of the
events specified in Section 13 (and subject to the conditions set forth
therein), all restrictions then outstanding on any shares of Restricted Stock
awarded under the Plan shall lapse as of the applicable date set forth in
Section 13. The

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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) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. 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 Committee shall equitably adjust (i)
the maximum number of Options or shares of Restricted Stock that may be awarded
to a Grantee in any calendar year (as provided in Section 5 hereof), (ii) the
number of shares of Common Stock available for awards under the Plan, (iii) the
number of such shares covered by outstanding awards and (iv) the price per share
of Options or the applicable market value of Stock Appreciation Rights or
Limited Rights, in each such case so as 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) CHANGE IN COMMON STOCK. In the event of a change in any of 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. Corporate Transaction; Change in Control; Related Entity Disposition.

(a) CORPORATE TRANSACTION. In the event of a Corporate Transaction, each
award which is at the time outstanding under the Plan shall automatically become
fully vested and exercisable and, in the case of an award of Restricted Stock,
shall be released from any restrictions on transfer and repurchase or forfeiture
rights, immediately prior to the specified effective date of such Corporate
Transaction. Effective upon the consummation of the Corporate Transaction, all
outstanding awards of Options, Stock Appreciation Rights and Limited Rights
under the Plan shall terminate. However, all such awards shall not terminate if
the awards are, in connection with the Corporate Transaction, assumed by the
successor corporation or Parent thereof.

(b) CHANGE IN CONTROL. In the event of a Change in Control (other than a
Change in Control which is also a Corporate Transaction), each award which is at
the time outstanding under the Plan automatically shall become fully vested and
exercisable and, in the case of an award of Restricted Stock, shall be released
from any restrictions on transfer and repurchase or forfeiture rights,
immediately prior to the specified effective date of such Change in Control.

(c) RELATED ENTITY DISPOSITION. With respect only to awards granted under the
Plan after November 17, 1998, the Continuous Service of each Grantee (who is
primarily engaged in service to a Related Entity at the time it is involved in a
Related Entity Disposition) shall terminate effective upon the consummation of
such Related Entity Disposition, and each outstanding award of such Grantee
under the Plan shall become fully vested and exercisable and, in the case of an
award of Restricted Stock, shall be released from any restrictions on transfer;
provided, however, that no such award shall vest pursuant to this Section 13(c)
in connection with a Related Entity Disposition consummated prior to November
17, 2000 if such vesting would defeat the ability to account for such
transaction as a "pooling" under generally accepted accounting principles. The
Continuous Service of a Grantee shall not be deemed to terminate if an
outstanding award is assumed by the surviving corporation or its parent entity
in connection with a Related Entity Disposition.

14. Non-Employee Director Options.

The provisions of this Section 14 shall apply only to certain grants of
Options to Non-Employee Directors, as provided below. Except as set forth in
this Section 14, 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.

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(a) GENERAL. Non-Employee Directors shall receive Nonqualified Stock Options
in accordance with this Section 14. 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 14 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. Each Non-Employee Director who was initially elected to
the Board prior to the Initial Public Offering shall automatically be granted an
Option to purchase 10,000 shares of Class B Common Stock on each anniversary
date of the Initial Public Offering. Each Non-Employee Director who was
initially elected to the Board after the Initial Public Offering shall
automatically be granted an Option to purchase 10,000 shares of Class B Common
Stock on each anniversary of their election to the Board. The Options granted
under this paragraph shall be granted without action by the Committee. The
Option Price shall equal the Fair Market Value of the Class B Common Stock as of
the date of grant.

(e) VESTING. Each option granted under this Section 14 shall be fully
exercisable on the date of grant. Sections 6(f), 6(g) and 6(h) hereof shall not
apply to Options granted to Non-Employee Directors.

(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 14.

(g) DEFINITION OF "CAUSE." For purposes of this Section 14, "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.

15. 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 February 7, 1996, the date the Plan was initially
adopted by the Board.

16. Transferability of Awards.

(a) Incentive Stock Options (and any Stock Appreciation Rights related
thereto) may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by the laws of descent and distribution and
may be exercised, during the lifetime of the Grantee, only by the Grantee or his
or her guardian or legal representative.

(b) Nonqualified Stock Options (together with any Stock Appreciation Rights
or Limited Rights related thereto) shall be transferable in the manner and to
the extent acceptable to the Committee, as evidenced by a writing signed by the
Company and the Grantee. Nonqualified Stock Options (together with any Stock
Appreciation Rights or Limited Rights related thereto) granted after October 31,
2000 shall be transferable by a Grantee as a gift to the Grantee's "family
members" (as defined in Form S-8) without prior approval of the Committee;
provided that written evidence of such assignment is provided to the Committee
and the Grantee receives no consideration for the transfer. Notwithstanding the
transfer by a Grantee of a Nonqualified Stock Option, the transferred
Nonqualified Stock Option shall continue to be subject to the same terms and

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conditions as were applicable to the Nonqualified Stock Option immediately
before the transfer and the Grantee will continue to remain subject to the
withholding tax requirements set forth in Section 17 hereof.

(c) The terms of any award granted under the Plan, including the
transferability of any such award, shall be binding upon the executors,
administrators, heirs and successors of the Grantee.

17. Agreement by Grantee regarding Withholding Taxes.

If the Committee shall so require, as a condition of exercise of an Option,
Stock Appreciation Right or Limited Right or the expiration of a 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. Rights as a Stockholder.

Except as provided in Section 11(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 or
her 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.

19. No Rights 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.

20. 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.

21. Stockholder Approval; Amendment and Termination of the Plan.

(a) STOCKHOLDER APPROVAL. The Plan initially became effective when adopted
by the Board on February 7, 1996 and shall terminate on the tenth anniversary of
such date. The Plan was ratified by the Company's stockholders on February 27,
1997. In December 1997, the Board submitted to the Company's stockholders for
approval an amendment authorizing an additional 1,000,000 shares for awards
under the Plan, making a total of 3,300,000 shares authorized for awards. On
September 28, 1998, the Board authorized an additional 1,000,000 shares for
awards under the Plan, on November 20, 1998, the Board approved the Plan, as
amended and restated herein, and on November 23, 1998 the Executive Committee
approved the further increase of 500,000 shares, bringing the total number of
shares authorized for issuance under the Plan to 4,800,000 shares. The Company's
stockholders approved the September and November 1998 increases in December 1998
and an additional increase of 1,500,000 shares of Common Stock in December 1999.
On May 24, 2000, the Board authorized 300,000 shares of the Company's Class B
Common Stock for awards under the Plan, subject to stockholder approval. On
September 12, 2000, the Board authorized an additional 3,000,000 shares of the
Company's Class B Common Stock for awards under the Plan, subject to stockholder
approval.

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(b) AMENDMENT AND TERMINATION OF THE PLAN. The Board at any time and from
time to time may suspend, terminate, modify or amend the Plan; however, unless
otherwise determined by the Board, an amendment that 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 the written
consent of the Grantee is obtained. The amendment of Section 6(g) (extending the
post-termination exercise period of Options from thirty (30) days to three (3)
months) and the addition of Section 13(c) in respect of Related Entity
Dispositions shall apply prospectively only to Options granted after November
17, 1998, the date that the Plan, as amended and restated herein, was adopted by
the Board.

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.

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<PAGE>
Exhibit B

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
IDT CORPORATION

Organization

There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member.

Statement of Policy

The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders,
and investment community relating to corporate accounting, reporting practices
of the corporation, and the quality and integrity of the financial reports of
the corporation. In so doing, it is the responsibility of the audit committee
to maintain free and open means of communication between the directors, the
independent auditors, the internal auditors, and the financial management of
the corporation.

Responsibilities

In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible. In order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality.

In carrying out these responsibilities, the audit committee will:

o Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.

o Meet with the independent auditors and financial management of the
corporation, prior to the filing of each Quarterly Report on Form 10-Q
and each Annual Report on Form 10-K, to review the scope of the proposed
audit for the current year and the audit procedures to be utilized, and
at the conclusion thereof review such audit, including any comments or
recommendations of the independent auditors.

o Review with the independent auditors, the company's internal auditor, and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the corporation, and elicit any
recommendations for the improvement of such internal control procedures
or particular areas where new or more detailed controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such
internal controls to expose any payments, transactions, or procedures
that might be deemed illegal or otherwise improper. Further, the
committee periodically should review company policy statements to
determine their adherence to the code of conduct.

o Review the internal audit function of the corporation including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year, and the coordination of such plans with
the independent auditors.

o Receive prior to each meeting, a summary of findings from completed
internal audits and a progress report on the proposed internal audit
plan, with explanations for any deviations from the original plan.

o Review the financial statements contained in the annual report to
stockholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the stockholders.
Any changes in accounting principles should be reviewed.

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<PAGE>
o Provide sufficient opportunity for the internal and independent auditors
to meet with the members of the audit committee without members of
management present. Among the items to be discussed in these meetings are
the independent auditors' evaluation of the corporation's financial,
accounting, and auditing personnel, and the cooperation that the
independent auditors received during the course of the audit.

o Review accounting and financial human resources and succession planning
within the company.

o Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.

o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.

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<PAGE>
Exhibit C

FORM OF
STOCK OPTION AGREEMENT
FOR CLASS B COMMON STOCK

This STOCK OPTION AGREEMENT (this "Agreement") is entered into as of ____
____, ____, by and between IDT Corporation, a Delaware corporation (the
"Company"), and ____ (the "Employee").

WHEREAS, the Company desires to grant to the Employee options to acquire an
aggregate of ____ shares of Class B 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 Employee is hereby granted stock options (the
"Options") to purchase an aggregate of __ shares of Stock, pursuant to the
terms of this Agreement.

3. Term. The term of the Options (the "Option Term") shall be for ten (10)
years commencing on ____ ____, ____ and terminating on ____ ____, ____.

4. Option Price. The initial exercise price per share of the Options shall
be $__.__, subject to adjustment as provided herein.

5. Conditions to Exercisability. The Options shall vest and become
exercisable on __ __, __ if the Employee continues to be employed by or acts
as a Consultant to or a Director of the Company or any of its subsidiaries on
such date.

6. Method of Exercise. An Option may be exercised, as to any or all full
shares of the 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
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 Stock (whether then owned by the
Employee or issuable upon exercise of the Option) having a Fair Market Value
equal to such Option Price or in a combination of cash and Stock, including a
cashless exercise procedure through a broker-dealer.

8. Termination. Except as provided in this Section 8 and in Section 9
hereof, an Option may not be exercised unless the Employee 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 of
such company issuing or assuming the Option in a transaction to which Section
424(a) of the Code applies), and unless the Employee 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 Employee shall terminate (other than by reason of death,
Disability or Retirement), all Options of such Employee that are exercisable
at the time of Employee's termination may, unless earlier terminated in
accordance with their terms, be exercised within three (3) months after the
date of such termination (or such different period as the Compensation
Committee of the Company (the "Committee") shall prescribe).

9. Death, Disability or Retirement of Employee. If the Employee 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 Employee's employment, director or consultant
relationship (or within such different period as the Committee may have
provided pursuant to Section 8 hereof), or if the Employee's employment,
director or consultant relationship shall terminate by reason of Disability,
all Options theretofore granted to the Employee (to the extent otherwise
exercisable) may, unless earlier terminated in accordance with their terms, be
exercised by the Employee or by the Employee's estate or by a person who
acquired the right to exercise such Options by bequest or inheritance or
otherwise by result of

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<PAGE>
death or Disability of the Employee, at any time within 180 days after the
death or Disability of the Employee (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 Employee,
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 Employee shall terminate on account of such
Employee's Retirement, all Options of the Employee 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).

10. Withholding Taxes. No later than the date of exercise of an Option, the
Employee 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
Employee. The withholding obligation may be satisfied by the withholding or
delivery of the Stock.

11. Terms Incorporated by Reference Herein. Each of the terms of the
Company's 1996 Stock Option and Incentive Plan, as Amended and Restated
("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.

12. 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 Employee or to a trust or other estate planning
entity created for the benefit of the Employee or one or more members of his
immediate family as provided for under the Plan, provided that, in all cases,
such transferee executes a written consent to be bound by the terms of this
Agreement.

13. Entire Agreement. This Agreement contains all of the understandings
between the parties hereto pertaining to the matters referred to herein, and
supersedes all undertakings and agreements, whether oral or in writing,
previously entered into by them with respect thereto. The Employee 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.

14. Amendment or 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 Employee 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.

15. 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
520 Broad Street
Newark, New Jersey 07102
Attention: Shari Gordon
Options Administrator

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<PAGE>
All notices to the Employee or other person or persons then entitled to
exercise the Options shall be addressed to the Employee or such other person
or persons at:

----------------------------------------

Anyone to whom a notice may be given under this Agreement may designate a
new address by notice to such effect.

16. 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.

17. Governing Law. This Agreement shall be construed and governed in
accordance with the laws of the state of Delaware, without regard to principles
of conflicts of laws.

18. 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 or
paragraph.

19. 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 Employee has hereunto set his hand all as of the
date first above written.

IDT Corporation

By:
----------------------------------------
Name:
Title:

By:
----------------------------------------
Employee:
Telephone:

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