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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/16/17 Idt Corp 10-K 7/31/17 131:9.7M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 963K
2: EX-10.10 Stock Option Agreement Between the Registrant and HTML 51K
Howard Jonas, Dated May 2, 2017
3: EX-10.11 Assignment Agreement Between the Registrant and HTML 36K
Howard Jonas, Dated September 19, 2017
4: EX-21.01 Subsidiaries of the Registrant HTML 36K
5: EX-23.01 Consent of Bdo Usa, LLP HTML 35K
6: EX-23.02 Consent of Grant Thornton LLP HTML 34K
7: EX-31.01 Certification -- §302 - SOA'02 HTML 37K
8: EX-31.02 Certification -- §302 - SOA'02 HTML 38K
9: EX-32.01 Certification -- §906 - SOA'02 HTML 33K
10: EX-32.02 Certification -- §906 - SOA'02 HTML 33K
17: R1 Document and Entity Information HTML 63K
18: R2 Consolidated Balance Sheets HTML 142K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
20: R4 Consolidated Statements of Income HTML 100K
21: R5 Consolidated Statements of Comprehensive Income HTML 56K
22: R6 Consolidated Statements of Equity HTML 113K
23: R7 Consolidated Statements of Equity (Parenthetical) HTML 34K
24: R8 Consolidated Statements of Cash Flows HTML 158K
25: R9 Consolidated Statements of Cash Flows HTML 35K
(Parenthetical)
26: R10 Description of Business and Summary of Significant HTML 159K
Accounting Policies
27: R11 Investment in Rafael Pharmaceuticals, Inc. HTML 53K
28: R12 IDT Financial Services Holding Limited Assets and HTML 63K
Liabilities Held for Sale
29: R13 Zedge Spin-Off HTML 46K
30: R14 Sale of Interest in Fabrix Systems Ltd. HTML 46K
31: R15 Marketable Securities HTML 75K
32: R16 Fair Value Measurements HTML 81K
33: R17 Derivative Instruments HTML 43K
34: R18 Property, Plant and Equipment HTML 42K
35: R19 Goodwill HTML 43K
36: R20 Sale of Member Interest in Visa Europe Ltd. HTML 36K
37: R21 Other Operating Losses, Net HTML 51K
38: R22 Revolving Credit Loan Payable HTML 37K
39: R23 Accrued Expenses HTML 41K
40: R24 Severance Expense HTML 36K
41: R25 Other Income (Expense), Net HTML 41K
42: R26 Income Taxes HTML 95K
43: R27 Equity HTML 50K
44: R28 Stock-Based Compensation HTML 74K
45: R29 Accumulated Other Comprehensive Income (Loss) HTML 54K
46: R30 Commitments and Contingencies HTML 71K
47: R31 Related Party Transactions HTML 77K
48: R32 Defined Contribution Plans HTML 37K
49: R33 Business Segment Information HTML 97K
50: R34 Selected Quarterly Financial Data (Unaudited) HTML 67K
51: R35 Description of Business and Summary of Significant HTML 227K
Accounting Policies (Policies)
52: R36 Description of Business and Summary of Significant HTML 61K
Accounting Policies (Tables)
53: R37 Investment in Rafael Pharmaceuticals, Inc. HTML 38K
(Tables)
54: R38 IDT Financial Services Holding Limited Assets and HTML 53K
Liabilities Held for Sale (Tables)
55: R39 Zedge Spin-Off (Tables) HTML 39K
56: R40 Sale of Interest in Fabrix Systems Ltd. (Tables) HTML 42K
57: R41 Marketable Securities (Tables) HTML 74K
58: R42 Fair Value Measurements (Tables) HTML 70K
59: R43 Derivative Instruments (Tables) HTML 42K
60: R44 Property, Plant and Equipment (Tables) HTML 40K
61: R45 Goodwill (Tables) HTML 42K
62: R46 Other Operating Losses, Net (Tables) HTML 39K
63: R47 Accrued Expenses (Tables) HTML 39K
64: R48 Other Income (Expense), Net (Tables) HTML 39K
65: R49 Income Taxes (Tables) HTML 87K
66: R50 Stock-Based Compensation (Tables) HTML 62K
67: R51 Accumulated Other Comprehensive Income (Loss) HTML 53K
(Tables)
68: R52 Commitments and Contingencies (Tables) HTML 49K
69: R53 Related Party Transactions (Tables) HTML 37K
70: R54 Business Segment Information (Tables) HTML 90K
71: R55 Selected Quarterly Financial Data (Unaudited) HTML 64K
(Tables)
72: R56 Description of Business and Summary of Significant HTML 45K
Accounting Policies (Details)
73: R57 Description of Business and Summary of Significant HTML 34K
Accounting Policies (Details 1)
74: R58 Description of Business and Summary of Significant HTML 42K
Accounting Policies (Details 2)
75: R59 Description of Business and Summary of Significant HTML 131K
Accounting Policies (Details Textual)
76: R60 Investment in Rafael Pharmaceuticals, Inc. HTML 40K
(Details)
77: R61 Investment in Rafael Pharmaceuticals, Inc. HTML 125K
(Details Textual)
78: R62 IDT Financial Services Holding Limited Assets and HTML 56K
Liabilities Held for Sale (Details)
79: R63 IDT Financial Services Holding Limited Assets and HTML 36K
Liabilities Held for Sale (Details 1)
80: R64 IDT Financial Services Holding Limited Assets and HTML 45K
Liabilities Held for Sale (Details Textual)
81: R65 Zedge Spin-Off (Details) HTML 40K
82: R66 Sale of Interest in Fabrix Systems Ltd. (Details) HTML 40K
83: R67 Sale of Interest in Fabrix Systems Ltd. (Details HTML 51K
Textual)
84: R68 Marketable Securities (Details) HTML 78K
85: R69 Marketable Securities (Details 1) HTML 47K
86: R70 Marketable Securities (Details 2) HTML 52K
87: R71 Marketable Securities (Details Textual) HTML 47K
88: R72 Fair Value Measurements (Details) HTML 48K
89: R73 Fair Value Measurements (Details 1) HTML 42K
90: R74 Fair Value Measurements (Details Textual) HTML 35K
91: R75 Derivative Instruments (Details) HTML 35K
92: R76 Property, Plant and Equipment (Details) HTML 51K
93: R77 Property, Plant and Equipment (Details Textual) HTML 34K
94: R78 Goodwill (Details) HTML 45K
95: R79 Sale of Member Interest in Visa Europe Ltd. HTML 57K
(Details)
96: R80 Other Operating Losses, Net (Details) HTML 39K
97: R81 Other Operating Losses, Net (Details Textual) HTML 49K
98: R82 Revolving Credit Loan Payable (Details) HTML 59K
99: R83 Accrued Expenses (Details) HTML 49K
100: R84 Severance Expense (Details) HTML 47K
101: R85 Other Income (Expense), Net (Details) HTML 47K
102: R86 Income Taxes (Details) HTML 40K
103: R87 Income Taxes (Details 1) HTML 69K
104: R88 Income Taxes (Details 2) HTML 61K
105: R89 Income Taxes (Details 3) HTML 56K
106: R90 Income Taxes (Details 4) HTML 42K
107: R91 Income Taxes (Details Textual) HTML 82K
108: R92 Equity (Details) HTML 119K
109: R93 Stock-Based Compensation (Details) HTML 44K
110: R94 Stock-Based Compensation (Details 1) HTML 67K
111: R95 Stock-Based Compensation (Details 2) HTML 53K
112: R96 Stock-Based Compensation (Details Textual) HTML 85K
113: R97 Accumulated Other Comprehensive Income (Loss) HTML 68K
(Details)
114: R98 Accumulated Other Comprehensive Income (Loss) HTML 44K
(Details Textual)
115: R99 Commitments and Contingencies (Details) HTML 50K
116: R100 Commitments and Contingencies (Details 1) HTML 46K
117: R101 Commitments and Contingencies (Details 2) HTML 39K
118: R102 Commitments and Contingencies (Details Textual) HTML 47K
119: R103 Related Party Transactions (Details) HTML 40K
120: R104 Related Party Transactions (Details Textual) HTML 87K
121: R105 Defined Contribution Plans (Details) HTML 45K
122: R106 Business Segment Information (Details) HTML 111K
123: R107 Business Segment Information (Details 1) HTML 67K
124: R108 Business Segment Information (Details 2) HTML 40K
125: R109 Business Segment Information (Details 3) HTML 42K
126: R110 Business Segment Information (Details Textual) HTML 33K
127: R111 Selected Quarterly Financial Data (Unaudited) HTML 59K
(Details)
128: R112 Selected Quarterly Financial Data (Unaudited) HTML 60K
(Details Textual)
130: XML IDEA XML File -- Filing Summary XML 241K
129: EXCEL IDEA Workbook of Financial Reports XLSX 150K
11: EX-101.INS XBRL Instance -- idt-20170731 XML 2.80M
13: EX-101.CAL XBRL Calculations -- idt-20170731_cal XML 224K
14: EX-101.DEF XBRL Definitions -- idt-20170731_def XML 911K
15: EX-101.LAB XBRL Labels -- idt-20170731_lab XML 2.07M
16: EX-101.PRE XBRL Presentations -- idt-20170731_pre XML 1.44M
12: EX-101.SCH XBRL Schema -- idt-20170731 XSD 309K
131: ZIP XBRL Zipped Folder -- 0001213900-17-010610-xbrl Zip 253K
Exhibit 10.10
IDT CORPORATION
2015 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of May 2, 2017, by and between IDT Corporation, a Delaware corporation (the “Company”), and Howard Jonas (the “Employee”).
WHEREAS, the Company desires to grant to the Employee options to acquire an aggregate of 1,000,000 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; those terms not defined herein shall have the meaning giving to them in the Plan.
2. Grant of Options. The Employee is hereby granted stock options (the “Options”) to purchase an aggregate of 1,000,000 shares of Stock, pursuant to the terms of this Agreement.
3. Term. The term of the Options (the “Option Term”) shall be for five (5) years commencing on May 2, 2017 and terminating on May 1, 2022.
4. Option Price. The initial exercise price per share of the Options shall be $14.93, subject to adjustment as provided herein.
5. Conditions to Exercisability. The Options are immediately exercisable. The unexercised portion of the Option will terminate should Employee cease being an officer or director of the Company or one or more of its subsidiaries.
6. Method of Exercise. An Option may be exercised, as to any or all full shares of Class B Common Stock as to which the Option has become exercisable, by written notice delivered in person or by mail, email, fax or overnight delivery to the Company’s transfer agent or other administrator designated by the Company, specifying the number of shares of Class B Common 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 Class B Common 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 Class B Common Stock, including a cashless exercise procedure through a broker-dealer.
C:
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, unless otherwise determined by the Committee. 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 one hundred eighty (180) days 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 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 an 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). All unvested Options shall be terminated upon death, disability or retirement, unless otherwise determined by the Committee.
10. Company’s Repurchase Right. The Company will have the right to repurchase the Class B Common Stock issued upon exercise of the Options at a purchase price equal to the exercise price of the Options should Employee cease to provides services as an officer or director of the Company or one or more of its subsidiaries. The Company’s repurchase right will lapse as to 333,333 shares underlying the Options on each of May 2, 2018 and 2019 and as to 333,334 shares underlying the Options on May 2, 2020. Employee will be prohibited from transferring any shares of the Class B Common Stock issued on exercise of the Option that are subject to the Company’s repurchase right. The Company’s repurchase right shall lapse as to all shares underlying the Options upon the Employee’s death, “Disability,” termination by the Company without “Cause” or termination by the Employee for “Good Reason,” each as defined in the Fourth Amended and Restated Employment Agreement between the Company and the Employee, dated December 14, 2016 (the “Employment Agreement”). ] If the Employee’s employment is terminated by the Company for “Cause" or by the Employee other than for “Good Reason,” each as defined in the Employment Agreement, then the Company’s then the Pro Rata Portion (as defined below) of its right to repurchase the shares upon exercise of the Options shall lapse. As used herein, the term "Pro Rata Portion" shall mean a percentage of the shares subject to the repurchase right that is scheduled to lapse on the May 2 that follows the twelve-month period in which the Date of Termination (as defined in the Employment Agreement) shall occur represented by the portion of such twelve-month period that has elapsed as of the Date of Termination.
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| C: 2 | ||
Jonas | ||
1,000,000 Class B Shares |
11. 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.
12. Terms Incorporated by Reference Herein. Each of the terms of the Company’s 2015 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.
13. Stockholder Approval. The grant of the Options will be subject to ratification by the stockholders of the Company and will be submitted to the stockholders and the next annual meeting of stockholders. If the grant of the Options is not ratified by the stockholders, the Options shall terminate and the Company shall buy back all of the shares that were previously purchased upon exercise of the Options.
14. 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 and that written evidence of the transfer as well as the written consent of the transferee is provided to the Compensation Committee, care of Joyce Mason, General Counsel and Secretary of the Company, within thirty (30) days of the transfer.
15. 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.
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| 3 | ||
Jonas | ||
1,000,000 Class B Shares |
16. 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.
17. 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: Nadine Shea
Options Administrator
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:
Mr. Howard S. Jonas
Anyone to whom a notice may be given under this Agreement may designate a new address by notice to such effect.
18. 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.
19. 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.
20. 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.
21. 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.
C:
| 4 | ||
Jonas | ||
1,000,000 Class B Shares |
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: Marcelo Fischer | ||
| Title: Senior Vice President - Finance | ||
| By: | ||
| Employee: Howard S. Jonas | ||
| Telephone: (973) 438-1000 | ||
| 5 | May 2, 2017 | |
| Jonas | ||
| 1,000,000 Class B Shares |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/1/22 | ||||
| 5/2/20 | ||||
| 5/2/19 | ||||
| 5/2/18 | ||||
| Filed on: | 10/16/17 | S-8 | ||
| For Period end: | 7/31/17 | |||
| 5/2/17 | 4, 8-K | |||
| 12/14/16 | 8-K, DEF 14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/14/21 Idt Corp. 10-K 7/31/21 135:12M M2 Compliance LLC/FA 12/22/20 Idt Corp. 10-K/A 7/31/20 12:298K EdgarAgents LLC/FA 10/14/20 Idt Corp. 10-K 7/31/20 128:8.4M EdgarAgents LLC/FA 2/23/18 SEC UPLOAD¶ 3/23/18 1:35K Idt Corp. 2/07/18 SEC UPLOAD¶ 3/23/18 1:144K Idt Corp. |