EXHIBIT 10.41
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment dated as of October 22, 2001 (this "Amendment") to the
Employment Agreement dated April 1, 1999 and amended on August 1, 2001, by and
between IDT Corporation (the "Company") and Xxxxx X. Xxxxxxx (the "Executive")
(the "Agreement").
WITNESSETH
WHEREAS, the Company and the Executive desire to modify the terms and
conditions of the Agreement on the terms set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Section 2 of the Agreement is replaced in its entirety, with
the following:
"2. Term. This Agreement is for the five (5) year period (the
"Term") commencing on October 22, 2001, and terminating on the fifth
anniversary of such date, or upon the Executive's earlier death or
other termination of employment pursuant to Section 7 hereof; provided,
however, that commencing on October 21, 2006 and each anniversary
thereafter, the term shall automatically be extended for one additional
year beyond its otherwise scheduled expiration unless, not later than
ninety (90) days prior to any such anniversary, either party hereto
shall have notified the other party in writing that such extension
shall not take effect."
Section 2. Section 5 of the Agreement is amended to change the place of
performance to Newark, New Jersey.
Section 3. Section 6(a) of the Agreement is replaced in its entirety,
with the following:
"(a) Annual Base Salary. The Company shall pay to the
Executive an annual base salary (the "Base Salary") at a rate not less
than Two Hundred Fifty Thousand Dollars ($250,000.00), such salary to
be paid in conformity with the Company's payroll policies relating to
its senior executive officers. During the Term, the Executive's Base
Salary shall be increased, if necessary, so that the Base Salary is not
less than the highest paid employee(s) of the Company or any of the
Company's controlled entities."
Section 4. Section 6(e) of the Agreement is replaced in its entirety,
with the following:
"(e) Stock Option Grant. Executive has been granted, on March
1, 1999, three hundred thousand (300,000) options to purchase IDT
common stock at the exercise price of $12.625 per share, the terms and
conditions of which shall be governed by the IDT Corporation 1996 Stock
Option and Incentive Plan (As Amended and Restated). Such stock options
shall vest as follows: twenty-five thousand (25,000) options shall vest
at the end of each quarter during the Term of this Agreement. In
addition to the foregoing, effective October 22, 2001, Executive has
been granted one million (1,000,000) options to purchase IDT Class B
common stock at the exercise price of $9.01 per share, the terms and
conditions of which shall be governed by the IDT Corporation 1996 Stock
Option and Incentive Plan (As Amended and Restated). Such stock options
shall vest as follows: fifty thousand (50,000) options shall vest on
January 1, 2002 and, thereafter, fifty thousand (50,000) options shall
vest every three months on the first of the month commencing April 1,
2002. Notwithstanding the aforementioned vesting schedule, in the event
the Company experiences a "Change in Control" as defined in the IDT
Corporation 1996 Stock Option and Incentive Plan (As Amended and
Restated) any unvested options shall automatically vest upon the date
of the occurrence of the event. In the event the Executive's employment
is terminated without "Cause", as defined in Section 7(b) or the
Executive shall terminate his employment for "Good Reason" as defined
in Section 7(c), any and all unvested options shall automatically vest
upon the "Date of Termination" as defined hereunder, and the Executive
shall be permitted to exercise any and all options which are
outstanding as of the date of his termination within two (2) years from
the Date of Termination.
Section 5. Section 7(c)(vi) of the Agreement is amended to change the
place of performance to Newark, New Jersey.
All of the other terms and conditions of the Agreement remain unchanged
by this Amendment.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer, and the Executive has signed this
Amendment, as of the date first above written.
IDT CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx X. Xxxxx, Chairman
EXECUTIVE
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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