EXHIBIT 10.16
Post IPO 1 of 2
STOCK OPTION AGREEMENT
AGREEMENT made on ______________, by and between IDT Corporation, a Delaware
corporation (the "Company") and (the "Employee").
WHEREAS, the Company has adopted the IDT Corporation 1996 Stock Option and
Incentive Plan ( the "Plan"); and
WHEREAS, the Company desires to grant to the Employee options under the Plan to
acquire an aggregate of shares of common stock of the Company, par
value $.01 per share (the "Stock"), on the terms set forth herein and in the
Plan.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the
-----------
meanings set forth in the Plan.
2. Grant of Options. The Employee is hereby granted Incentive Stock Options or
----------------
Nonqualified Stock Options (the "Options") to purchase an aggregate of
shares of Stock, pursuant to the terms of this Agreement and the provisions of
the Plan.
3. Term. The term of the Options (the "Option Term") shall be for ten (10)
----
years from the date of this Agreement.
4. Option Price. The initial exercise price per share of the Options shall be
------------
$10.00, subject to adjustment as provided in the Plan.
5. Conditions to Exercisability. The Options shall become vested and
----------------------------
exercisable with respect to an incremental twenty percent (20%) of the shares
subject thereto on each of the first through fifth anniversaries of the date of
the Agreement if the Employee continues to be employed by the Company or any of
its subsidiaries on such dates. The terms and conditions set forth in the Plan,
including, without limitation, the provisions relating to the termination of the
Employee's employment with the Company, are hereby incorporated by reference in
this Agreement.
6. Entire Agreement. This Agreement and the Plan contain 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 therein made by the
Company with regard to the subject matter, bases or effect of this Agreement or
otherwise.
7. Amendment of Modification, Waiver. No provision of this Agreement may be
---------------------------------
amended or waived unless such amendment or waiver is agreed to in writing,
signed by the 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.
8. 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:
2 of 2
IDT Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Options Administrator
with a copy to:
Xxxxxxx X. Xxxxxx
Xxxxxxxx & Xxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
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 the effect.
9. 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.
10. Governing Law. This Agreement shall be construed and governed in
-------------
accordance with the laws of the state of Delaware, without regard to the
conflicts of law principles.
11. 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.
12. Construction. This Agreement is made under and subject to the provisions
------------
of the Plan, and all of the provisions of the Plan are hereby incorporated
herein as provisions of this Agreement. If there is a conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Agreement shall govern. By signing this Agreement, the Employee confirms
that he has received a copy of the Plan and has had an opportunity to review the
contents thereof.
13. Counterparts. This Agreement may be executed in counterparts, each of
------------
which shall be deemed to be an original but both of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by an authorized officer and the Executive has hereunto set his hand
all as of the day, month and year first above written.
IDT CORPORATION
By:__________________________
Xxxxxxx Xxxxx
Chief Financial Officer
Executive: ____________________
