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.
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.
(c) "Change in Control" means a change in ownership or control of the Company effected through either of the
(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 Ru