EXHIBIT 10.22
Net2Phone, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
May 17, 1999
Xxxxxxxx X. Xxxxx
00 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
Dear Cliff:
This letter agreement is being entered into in connection with your
agreement to retain your common stock (the "Common Stock") of Net2Phone, Inc.
("Net2Phone"), in lieu of becoming a holder of Net2Phone class A common stock
(the "Class A Stock").
In consideration of your agreement not to participate in the Net2Phone
recapitalization pursuant to which IDT Corporation ("IDT") became a holder of
Class A Stock, Net2Phone and IDT have agreed to provide you with certain
piggyback registration rights relating to the shares of Common Stock you hold
today and undertaking to ensure that you remain Chairman of Net2Phone for a
period of three years, both as provided herein.
1. Net2Phone hereby grants you "piggy-back" registration rights relating
to the shares of Common Stock you hold today under the same terms and
conditions as those rights granted to Net2Phone's Series A Preferred
stockholders as set forth in the Series A Preferred Shareholder
Registration Rights Agreement, dated as of May 13, 1999, among
Net2Phone and each of the investors listed on Schedule A thereto (the
"Agreement"); provided, however, that you agree to be subject to the
allocation provisions contained in Section 2.7 of the Agreement.
2. IDT agrees that upon a Qualifying Public Offering (as defined in the
Agreement), IDT shall vote its Class A Stock or Common Stock, as the
case may be, provided that you remain in compliance with the terms of
your employment agreement, to elect you to that class of directors of
Net2Phone's staggered board whose term expires three years from the
date of election.
3. If no Qualifying Public Offering occurs, IDT agrees to vote its Class A
Stock or Common Stock, as the case may be, to re-elect you Chairman of
the firm at each of the next two annual stockholder meetings.
4. To clarify the rights and obligations of the parties, upon the
occurrence of a Qualifying Public Offering, IDT shall be released from
any obligations to pay to you any amount of salary or other benefits
payable pursuant to your employment agreement, as amended, and
Net2Phone shall be solely obligated as to such payments.
Net2Phone, Inc.
Xxxxxxxx Xxxxx
May 17, 1999
Page Two
Please acknowledge your acceptance to the terms of this letter by executing
below.
Very truly yours,
/s/ Xxxxxx Xxxxxx
Xxxxxx X. Xxxxxx
Chief Executive Officer
AGREED TO AND ACCEPTED:
/s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxxx X. Xxxxx
IDT CORPORATION
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name: Xxxxx Xxxxx
Title: General Counsel
