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 James A.
Courter (the "Executive") (the "Agreement").
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. Secti