As
filed with the Securities and Exchange Commission on October 15, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IDT
CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
22-3415036 |
| (State
of Incorporation) |
|
(I.R.S.
Employer Identification No.) |
520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
(Address
of Principal Executive Offices)
IDT
Corporation 2024 Equity Incentive Plan
(Full
Title of the Plan)
Shmuel
Jonas
Chief
Executive Officer
IDT
Corporation
520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
(Name,
Address and Telephone Number of Agent for Service)
Copies
to:
Joyce
J. Mason, Esq.
General
Counsel
IDT
Corporation
520
Broad Street
Newark,
New Jersey 07102
(973)
438-1000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☒ |
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| Non-accelerated
filer |
☐ |
Smaller
reporting company |
☐ |
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|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
SECTION
10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the IDT Corporation 2024
Equity Incentive Plan, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”)
under the Securities Act. Such documents are not filed with the Commission, either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant, pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration
Statement:
| |
(a) |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024, filed with the Commission on October 15, 2024; |
| |
(c) |
The
description of the Class B common stock, par value $.01 per share (the “Class B Common Stock”), of the Registrant set
forth as Item 1 under the caption “Description of Securities” in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 4, 2001 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed
for the purpose of updating such information, including Exhibit 4.2 to our 2020 Form 10-K. |
All
documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any
statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Certain
legal matters with respect to the Class B Common Stock have been passed on by Joyce J. Mason, Esq. Ms. Mason is Executive Vice President,
Corporate Secretary and General Counsel of the Registrant and is the beneficial owner of 81,996 shares of Class B Common Stock, consisting
of (a) 38,007 shares of Class B Common Stock held directly, (b) 4,584 shares of Class B Common Stock held by Ms. Mason in her 401(k)
plan account as of June 30, 2024, (c) 1,396 shares of Class B Common Stock purchased through the Company’s Employee Stock Purchase
Program, (d) 14,037 shares of Class B Common Stock owned by Ms. Mason’s husband, and (e) 23,972 shares of Class B Common Stock
owned by Ms. Mason’s son. In addition, Ms. Mason directly holds 2,400 deferred stock units (each, a “DSU”). Each
DSU is the right to receive between 1/2 of a share and 2 shares of the Company’s Class B common stock. Vesting is in February 2025.
The number of shares that will actually be issued for each DSU depends on the market price for the Class B common stock as of the relevant
vesting date. 1/2 of a share will be issued for each DSU if the market price on the vesting date is less than $12.705 (50% of the grant
date value of a share of Class B common stock) and 2 shares will be issued for each DSU if the market price on the vesting date is $50.82
(200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%,
125%, 137.5%, 150%, 162.5%, 175% or 187.5% of the grant date value. Upon vesting in full, Ms. Mason will be entitled to receive between
1,200 and 4,800 shares of Class B common stock. Ms. Mason is the sister of Howard S. Jonas, Chairman of the Board and Chairman
of the Registrant, and aunt of Shmuel Jonas, Chief Executive Officer of the Registrant.
Item
6. Indemnification of Directors and Officers.
The
Registrant’s Certificate of Incorporation provides that, to the extent permitted by the Delaware General Corporation Law (“DGCL”),
directors of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director. Section 102(7) of the DGCL, however, states that such a provision may not eliminate or limit the liability of a director
(i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, relating to unlawful
dividends, distributions or the repurchase or redemption of stock or (iv) for any transaction from which the director derives an improper
personal benefit.
The
Registrant’s By-Laws provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the DGCL,
any person against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred in connection with any threatened, pending or completed legal proceedings in which such person is involved by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant (or serving in any such capacity with another business
organization at the request of the Registrant) if he acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, if he had no reasonable cause
to believe that his conduct was unlawful. If the legal proceeding, however, is by or in the right of the Registrant, such director, officer,
employee or agent may not be indemnified in respect of any claim, issue or matter as to which he shall have been adjudged to be liable
to the Registrant unless a court determines otherwise.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Item
9. Undertakings.
| |
(a) |
The
undersigned Registrant hereby undertakes: |
| |
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
and |
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(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement. |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Securities Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
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(2) |
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
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(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
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(b) |
The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(c) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. |
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(d) |
The
Registrant undertakes that it will submit the Plan and any amendment thereto to the Internal Revenue Service (“IRS”)
in a timely manner and will make all changes required by the IRS in order to qualify the Plan. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey, on October 15, 2024.
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IDT
CORPORATION |
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|
|
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By: |
/s/
Shmuel Jonas |
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|
Shmuel
Jonas |
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|
Chief
Executive Officer |
The
undersigned directors and officers hereby constitute and appoint Shmuel Jonas and Marcelo Fischer, and each of them, with full power
to act without the other and with full power of substitution and resubstitution, our true and lawful attorneys-in-fact with full power
to execute in our name in the capacities indicated any and all amendments (including post-effective amendments) to this Registration
Statement and to sign any and all additional registration statements relating to the same offering of securities as this Form S-8 that
are filed pursuant to the requirements of the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm that all such attorneys-in fact, or
either of them, or their substitutes shall lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Form S-8 Registration Statement has been signed by the following
persons in the capacities indicated and on the date indicated.
| Signature |
|
Titles |
|
Date |
| |
|
|
|
|
| /s/
Shmuel Jonas |
|
Chief
Executive Officer (Principal Executive Officer) |
|
October
15, 2024 |
| Shmuel
Jonas |
|
|
|
|
| |
|
|
|
|
| /s/
Howard S. Jonas |
|
Chairman
of the Board and Chairman |
|
October
15, 2024 |
| Howard
S. Jonas |
|
|
|
|
| |
|
|
|
|
| /s/
Marcelo Fischer |
|
Chief
Financial Officer (Principal Financial Officer) |
|
October
15, 2024 |
| Marcelo
Fischer |
|
|
|
|
| |
|
|
|
|
| /s/
Mitch Silberman |
|
Chief
Accounting Officer and Controller |
|
October
15, 2024 |
| Mitch
Silberman |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Elaine Yatzkan |
|
Director |
|
October
15, 2024 |
| Elaine
Yatzkan |
|
|
|
|
| |
|
|
|
|
| /s/
Michael Chenkin |
|
Director |
|
October
15, 2024 |
| Michael
Chenkin |
|
|
|
|
| |
|
|
|
|
| /s/
Eric F. Cosentino |
|
Director |
|
October
15, 2024 |
| Eric
F. Cosentino |
|
|
|
|
| |
|
|
|
|
| /s/
Judah Schorr |
|
Director |
|
October
15, 2024 |
| Judah
Schorr |
|
|
|
|
EXHIBIT
INDEX
Exhibit
4.1
IDT
CORPORATION
2024
EQUITY INCENTIVE PLAN
(Adopted
on October 26, 2023)
Section
1. Purpose; Definitions. The purposes of the IDT Corporation 2024 Equity Incentive Plan (as amended from time to time,
the “Plan”) are to: (a) enable IDT Corporation, a Delaware corporation (the “Company”), and its
affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors
and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to
share in the growth and value of the Company.
For
purposes of the Plan, the following terms will have the meanings defined below, unless the context clearly requires a different meaning:
(a) “Affiliate”
means, with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such
Person.
(b) “Applicable
Law” means the legal requirements relating to the administration of and issuance of securities under stock incentive plans,
including, without limitation, the requirements of state corporations law, federal, state and foreign securities law, federal, state
and foreign tax law, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted.
(c) “Approval
Date” has the meaning defined below in Section 17.
(d) “Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Cash or Other Stock Based Awards made
under this Plan.
(e) “Award
Agreement” means, with respect to any particular Award, the written document that sets forth the terms of that particular Award.
(f)
“Board” means the Board of Directors of the Company, as constituted from time to time.
(g) “Cash
or Other Stock Based Award” means an award that is granted under Section 10.
(h)
“Cause” means (i) the Participant’s refusal to comply with any lawful directive or policy of the Company which
refusal is not cured by the Participant within ten (10) days of such written notice from the Company; (ii) the Company’s determination
that the Participant has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or
other intellectual property or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate; (iii)
a material breach by the Participant of any written agreement with or any fiduciary duty owed to any Company or any Subsidiary or Affiliate;
(iv) the Participant’s conviction (or the entry of a plea of a nolo contendere or equivalent plea) of a felony or any misdemeanor
involving material dishonesty or moral turpitude; or (v) the Participant’s habitual or repeated misuse of, or habitual or repeated
performance of Participant’s duties under the influence of, alcohol, illegally obtained prescription controlled substances or non-prescription
controlled substances. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an
employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then with respect
to such Participant, “Cause” shall have the meaning defined in such other agreement.
(i) “Change
in Control” shall mean the occurrence of any of the following events: (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) directly or directly by: (i) any person who, together with such person’s
Affiliates, on November 1, 2023, owned beneficially or of record securities representing 25% or more of the
combined voting power of the Company’s then outstanding voting securities, (ii) one or more trusts solely
for the benefit of any such persons and/or any Family Member(s) of such persons or (iii) one or more
entities that are directly or indirectly controlled by such persons or and/or any Family Member(s) of such persons
or (iv) as otherwise determined by the Committee), is or becomes a “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50%
or more of the total power to vote for the election of directors of the Company; (ii) during any twelve month
period, individuals who at the beginning of such period constitute the Board and any new director (other than
a director designated by a person who has entered into an agreement with the Company to effect a transaction
described in Section 1(i)(i), Section 1(i)(iii), Section 1(i)(iv) or Section 1(i)(v)
hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least a majority of the directors then still in office who either were directors at the beginning
of the period of whose election or nomination for election was previously approved, cease for any reason to
constitute a majority thereof; (iii) the merger or consolidation of the Company with another corporation where
the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own,
immediately after the merger or consolidation, shares entitling such stockholders to 50% or more of all votes
to which all stockholders of the surviving corporation would be entitled in the election of directors (without
consideration of the rights of any class of stock to elect directors by a separate class vote); (iv) the sale
or other disposition of all or substantially all of the assets of the Company; (v) a liquidation or dissolution
of the Company; or (vi) such other event deemed to constitute a “Change in Control” by the Board.
Notwithstanding
anything in the Plan or an Award Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, no event
that, but for the application of this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable,
shall be a Change in Control unless such event is also a “change in control event” as defined in Section 409A of the Code.
(j) “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(k) “Committee”
means the committee authorized to administer the Plan under Section 2. To the extent required under Applicable Law, the Committee
shall have at least two members and each member of the Committee shall be a Non-Employee Director. Unless otherwise determined by the
Board, the Compensation Committee of the Board will serve as the Committee.
(l) “Director”
means a member of the Board.
(m) “Disability”
means a condition rendering a Participant Disabled.
(n) “Disabled”
will have the same meaning as set forth in Section 22I(3) of the Code.
(o) “Effective
Date” has the meaning defined below in Section 17.
(p) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(q) “Fair
Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established
stock exchange or a national market system (including, without limitation, the New York Stock Exchange), the Fair Market Value of a Share
will be the closing sales price for such stock as quoted on that exchange or system at the close of regular hours trading for the last
preceding date on which there were sales of Shares on such exchange or system; (ii) if the Shares are regularly quoted by recognized
securities dealers but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low
asked prices for Shares at the close of regular hours trading on the last preceding date; or (iii) if Shares are not traded as set forth
above, the Fair Market Value will be determined in good faith by the Committee taking into consideration such factors as the Committee
considers appropriate, such determination by the Committee to be final, conclusive and binding. Notwithstanding the foregoing, in connection
with a Change in Control, Fair Market Value shall be determined in good faith by the Committee, such determination by the Committee to
be final conclusive and binding.
(r) “Family
Member” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law (including adoptive relationships), any person sharing the household (other than a tenant or
employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which
these persons control the management of assets, and any other entity in which these persons own more than 50%
of the voting interests.
(s) “Incentive
Stock Option” means any Option intended to be an “Incentive Stock Option” within the meaning of Section 422 of
the Code.
(t) “Insider
Trading Policy” shall mean the Insider Trading Policy (or similar policy) of the Company, as may be amended from time to time or
any replacement therefor.
(u) “Non-Employee
Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission under
the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission and shall refer to a Non-Employee Director
of the Company or any Subsidiary of the Company who is not an employee of the Company or any Subsidiary.
(v) “Non-Qualified
Stock Option” means any Option that is not an Incentive Stock Option.
(w) “Option”
means any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) granted pursuant
to Section 5 hereof.
(x) “Parent”
means, in respect of the Company, a “parent corporation” as defined in Section 424(e) of the Code.
(y) “Participant”
means an employee, consultant, Director, or other service provider of or to the Company or any of its Affiliates to whom an Award is
granted.
(z) “Person”
means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other
entity or association.
(aa) “Restricted
Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof.
(bb) “Restricted
Stock Unit” means a right granted under and subject to restrictions pursuant to Section 9 hereof.
(cc) “Securities
Act” means the Securities Act of 1933, as amended.
(dd) “Shares”
means shares of the Company’s Class B common stock, par value $0.01, subject to substitution or adjustment as provided in Section
3(e) hereof.
(ee) “Stock
Appreciation Right” means a right granted under and subject to Section 6 hereof.
(ff) “Subsidiary”
means, in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code.
Section
2. Administration. The Plan shall be administered by the Committee; provided, that,
notwithstanding anything to the contrary herein, in its sole discretion, the Board may at any time and from
time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters
which under Applicable Law are required to be determined in the sole discretion of the Committee. Any action
of the Committee in administering the Plan shall be final, conclusive and binding on all persons, including
the Company, its Subsidiaries, Affiliates, their respective employees, the Participants, persons claiming rights
from or through Participants and stockholders of the Company.
The
Committee will have full authority to grant Awards under this Plan and determine the terms of such Awards. Such authority will include
the right to:
(a) select
the individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 4);
(b) determine
the type of Award to be granted;
(c) determine
the number of Shares, if any, to be covered by each Award;
(d) establish
the other terms and conditions of each Award; and
(e)
modify or amend each Award, subject to the Participant’s consent if such modification or amendment would materially impair such
Participant’s rights.
The
Committee will have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as
it, from time to time, deems advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
Award Agreement); and to otherwise take any action that may be necessary or desirable to facilitate the administration of the Plan. The
Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner
and to the extent it deems necessary to carry out the intent of the Plan.
To
the extent permitted by Applicable Law, the Committee may delegate to one or more officers of the Company the authority to grant Awards
to employees of the Company or its Subsidiaries who are not executive officers of the Company subject to the requirements of Section
16 of the Exchange Act and the rules and regulations thereunder. The Committee may revoke any such delegation at any time for any reason
with or without prior notice.
No
Director will be liable for any good faith determination, act or omission in connection with the Plan or any Award.
Section
3. Shares Subject to the Plan.
(a) Shares
Subject to the Plan. Subject to adjustment as provided in this Section 3, the maximum number of Shares that may be issued
in respect of Awards under the Plan is 250,000. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued
Shares or treasury shares. Any Shares issued in respect of Awards granted in substitution for equity-based awards of an entity acquired
by the Company or a Subsidiary, or with which the Company or a Subsidiary combines, shall not reduce the maximum number of Shares available
for delivery under the Plan.
(b) Incentive
Stock Option Limit. Subject to adjustment as provided in Section 3(e) of the Plan, the maximum aggregate number of Shares
that may be issued under the Plan in respect of Incentive Stock Options is 100% of the amount stated in the first sentence of Section
3(a) of the Plan.
(c) Effect
of the Expiration or Termination of Awards. If and to the extent that an Option or a Stock Appreciation
Right expires, terminates or is canceled or forfeited for any reason without having been exercised in full,
the Shares associated with that Award will again become available for grant under the Plan. Similarly, if and
to the extent an Award of Restricted Stock or Restricted Stock Units is canceled or forfeited for any reason,
the Shares subject to that Award will again become available for grant under the Plan.
(d) Shares
Withheld in Satisfaction of Taxes or Exercise Price. Shares withheld in settlement of a tax withholding obligation associated with
an Award, or in satisfaction of the exercise price payable upon exercise of an Option, will again become available for grant under the
Plan.
(e) Other
Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,
stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or
other like change in capital structure (other than ordinary cash dividends) to stockholders of the Company, or other similar corporate
event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rights under the
Plan, shall, in such manner as it deems equitable, substitute or adjust, in its sole discretion, the number and kind of shares that may
be issued under the Plan or under any outstanding Awards, the number and kind of shares subject to outstanding Awards, the exercise price,
grant price or purchase price applicable to outstanding Awards, and/or any other affected terms and conditions of this Plan or outstanding
Awards.
(f) Change
in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the
Committee may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more of the following
actions contingent upon the occurrence of that Change in Control:
(i) cause
any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;
(ii) cause
any outstanding Option or Stock Appreciation Right to become fully vested and immediately exercisable for a reasonable period in advance
of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option or Stock Appreciation Right
upon closing of the Change in Control;
(iii) cancel
any unvested Award or unvested portion thereof, with or without consideration;
(iv) cancel
any Award in exchange for a substitute award;
(v) redeem
any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to the Fair Market Value
of an unrestricted Share on the date of the Change in Control;
(vi) cancel
any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) the number
of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between the Fair Market Value
on the date of the Change in Control and the exercise price of that Option or the base price of the Stock Appreciation Right; provided,
that if the Fair Market Value on the date of the Change in Control does not exceed the exercise price of any such Option or the base
price of any such Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without any payment of consideration
therefor; and/or
(vii) take
such other action as the Committee determines to be appropriate under the circumstances.
In
the discretion of the Committee, any cash or substitute consideration payable upon cancellation of an Award
may be subjected to (i) vesting terms substantially identical to those that applied to the cancelled Award immediately
prior to the Change in Control, or (ii) earn-out, escrow, holdback or similar arrangements, to the extent such
arrangements are applicable to any consideration paid to stockholders in connection with the Change in Control.
Notwithstanding
any provision of this Section 3(f), in the case of any Award subject to Section 409A of the Code, the Committee shall only be
permitted to take actions under this Section 3(f) to the extent that such actions would be consistent with the intended treatment
of such Award under Section 409A of the Code.
(g) Foreign
Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with
the laws in countries other than the United States in which the Company and its Subsidiaries operate or have employees, directors
and consultants, or in order to comply with the requirements of any foreign securities exchange
or other Applicable Law, the Committee, in its sole discretion, shall have the power and authority to: (i) modify the terms and conditions
of any Award granted to employees, directors and consultants outside the United States to
comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities
exchange); (ii) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary
or advisable; provided, however, that no such subplans and/or modifications shall increase the share limitations contained
in Section 3; and (iii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply
with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.
(h) Annual
Compensation Limitations for Non-Employee Directors. Beginning with the first fiscal year following the year in which the Approval
Date occurs, the aggregate amount of equity and cash compensation (collectively “Compensation”) payable to a Non-Employee
Director with respect to a fiscal year, whether under the Plan or otherwise, for services as a Non-Employee Director, shall not exceed
$750,000; provided, however, that such amount shall be $1,000,000 for the fiscal year in which the applicable Non-Employee
Director is initially elected or appointed to the Board (collectively, the “Director Limit”). Equity incentive awards
shall be counted towards the Director Limit in the year in which they are granted, based on the grant date fair value of such awards
for financial reporting purposes (but excluding the impact of estimated forfeitures related to service-based vesting provisions). Cash
fees shall be counted towards the Director Limit in the year for which they are reported as compensation in the Company’s director
compensation disclosures pursuant to Item 402 of Regulation S-K under the Securities Act, or a successor provision. The Director Limit
shall not apply to (i) Compensation earned by a Non-Employee Director solely in his or her capacity as chairperson of the Board or lead
independent director; (ii) Compensation earned with respect to services a Non-Employee Director provides in a capacity other than as
a Non-Employee Director, such as an advisor or consultant to the Company; and (iii) Compensation awarded by the Board to a Non-Employee
Director in extraordinary circumstances, as determined by the Board in its discretion, in each case provided that the Non-Employee Director
receiving such additional Compensation does not participate in the decision to award such Compensation.
Section
4. Eligibility. Employees, Directors, consultants and other persons who provide services to the Company or its Affiliates
are eligible to be granted Awards under the Plan; provided that such persons are eligible to be issued securities of the Company
registered on Form S-8 or exempt from registration under Rule 701 under the Securities Act, as applicable (or any successor provision).
However, only employees of the Company, any Parent or a Subsidiary are eligible to be granted Incentive Stock Options.
Section
5. Options. Options granted under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock
Options. The Award Agreement shall state whether such grant is an Incentive Stock Option or a Non-Qualified Stock Option.
The
Award Agreement evidencing any Option will incorporate the following terms and conditions and will contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:
(a) Shares. The
number of Shares subject to the Option.
(b) Option
Price. The exercise price per Share under an Option will be determined by the Committee and, in the case
of an Incentive Stock Option, will not be less than 100% of Fair Market Value on the date of the grant. However,
any Incentive Stock Option granted to any Participant who, at the time the Option is granted, owns, either directly
and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company, will have an exercise
price per Share of not less than 110% of Fair Market Value on the date of the grant.
(c) Option
Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after the date
the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option is granted, owns,
either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company, may not have a term of more than 5 years. No Option may
be exercised by any Person after expiration of the term of the Option. Unless otherwise specified by the Committee or required by the
second sentence of this paragraph, each Option will have a term of 10 years (subject to earlier termination in accordance with other
provisions of this Plan and the applicable award agreement).
(d) Exercisability.
Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee. Such
terms and conditions may include the continued employment or service of the Participant, the attainment of specified individual or corporate
performance goals, or such other factors as the Committee may determine in its sole discretion (the “Vesting Conditions”).
The Committee may provide in the terms of an Award Agreement that the Participant may exercise
the unvested portion of an Option in whole or in part in exchange for shares of Restricted Stock subject to the same vesting terms as
the portion of the Option so exercised. Restricted Stock acquired upon the exercise of an unvested Option shall be subject to such additional
terms and conditions as determined by the Committee.
(e) Method
of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section 5(c) and the
termination provisions of Section 7, Options may be exercised in whole or in part from time to time during their term by the delivery
of written notice to the Company specifying the number of Shares to be purchased. Such notice will be accompanied by payment in full
of the purchase price and any taxes required to be withheld in connection with such exercise, either by certified or bank check, in the
manner described in the next sentence, or by such other means as the Committee may accept. Unless otherwise determined by the Committee
(which determination may be made at any time), payment of the exercise price of an Option may be paid in the form of previously acquired
Shares based on the Fair Market Value of the Shares on the date the Option is exercised or by means of a “net settlement,”
whereby the Option exercise price will not be due in cash and where the number of Shares issued upon such exercise will be equal to:
(A) the product of (i) the number of Shares as to which the Option is then being exercised, and (ii) the excess, if any, of (a) the then
current Fair Market Value over (b) the Option exercise price, divided by (B) the then current Fair Market Value.
An
Option will not confer upon the Participant any of the rights or privileges of a stockholder in the Company unless and until the Participant
exercises the Option in accordance with the paragraph above and is issued Shares pursuant to such exercise.
(f) Incentive
Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time of
grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar
year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary will not exceed $100,000. For purposes of applying
the foregoing limitation, Incentive Stock Options will be taken into account in the order granted. To the extent any Option does not
meet such limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option.
(g) Termination
of Service. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee at or after the
time of grant, Options will be subject to the terms of Section 7 with respect to exercise upon or following termination of employment
or other service.
Section
6. Stock Appreciation Right. Subject to the other terms of the Plan, the Committee may grant Stock
Appreciation Rights to eligible individuals. Each Stock Appreciation Right shall represent the right to receive,
upon exercise, an amount equal to the number of Shares subject to the Award that is being exercised multiplied
by the excess of (i) the Fair Market Value on the date the Award is exercised, over (ii) the base price specified
in the applicable Award Agreement. Distributions may be made in cash, Shares, or a combination of both, at the
discretion of the Committee. The Award Agreement evidencing each Stock Appreciation Right shall indicate the
base price, the term and the Vesting Conditions for such Award. A Stock Appreciation Right base price may never
be less than the Fair Market Value of an underlying Share of the Company on the date of grant of such Stock
Appreciation Right. The term of each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation
Right will be exercisable more than 10 years after the date the Stock Appreciation Right is granted. Subject
to the terms and conditions of the applicable Award Agreement, Stock Appreciation Rights may be exercised in
whole or in part from time to time during their term by the delivery of written notice to the Company specifying
the portion of the Award to be exercised. Unless otherwise specified in the applicable Award Agreement or as
otherwise provided by the Committee at or after the time of grant, Stock Appreciation Rights will be subject
to the terms of Section 7 with respect to exercise upon or following termination of employment or other
service.
Section
7. Termination of Service. Unless otherwise specified with respect to a particular Option or Stock Appreciation Right in
the applicable Award Agreement or otherwise determined by the Committee, any portion of an Option or Stock Appreciation Right that is
not exercisable upon termination of service will expire immediately and automatically upon such termination and any portion of an Option
or Stock Appreciation Right that is exercisable upon termination of service will expire on the date it ceases to be exercisable in accordance
with this Section 7.
(a) Termination
by Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by reason of death, any Option
or Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it was exercisable at the time of his
or her death or on such accelerated basis as the Committee may determine at or after grant, by the legal representative of the estate
or by the legatee of the Participant, for a period expiring (i) at such time as may be specified by the Committee at or after grant,
or (ii) if not specified by the Committee, then six (6) months from the date of death, or (iii) if sooner than the applicable period
specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right. In the event that
an Option or Stock Appreciation Right granted hereunder shall be exercised by the legal representatives of a deceased or former Participant,
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 or Stock Appreciation Right.
(b) Termination
by Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates by reason of Disability, any
Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant or his or her personal representative,
to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine at or after
grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if not specified by the
Committee, then six (6) months from the date of termination of service, or (iii) if sooner than the applicable period specified under
(i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right. In the event that an Option or
Stock Appreciation Right granted hereunder shall be exercised by the legal representatives of a former Participant, written notice of
such exercise shall be accompanied by proof of the right of such legal representative to exercise such Option or Stock Appreciation Right
(c) Cause.
If a Participant’s service with the Company or any Affiliate is terminated for Cause or if a Participant resigns at a time that
there was a Cause basis for such Participant’s termination: (i) any Option or Stock Appreciation Right, or portion thereof, not
already exercised will be immediately and automatically forfeited as of the date of such termination, and (ii) any Shares that the Company
has not yet delivered will be immediately and automatically forfeited and the Company will refund to the Participant the Option exercise
price paid for such Shares, if any.
(d) Other
Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason
other than death, Disability or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter
be exercised by the Participant, to the extent it was exercisable at the time of such termination, or on such
accelerated basis as the Committee may determine at or after grant, for a period expiring (i) at such time as
may be specified by the Committee at or after grant, or (ii) if not specified by the Committee, then 90 days
from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or
(ii) above, upon the expiration of the stated term of such Option or Stock Appreciation Right.
Section
8. Restricted Stock.
(a) Issuance.
Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine the time or times within
which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase price for Restricted Stock
may, but need not, be zero.
(b) Restrictions
and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its sole
and absolute discretion:
(i) During
a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee (the
“Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber
Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock upon one or more Vesting
Conditions (provided that such Shares shall continue to be subject to the Insider Trading Policy to the extent applicable).
(ii) While
any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock, the right
to vote the Shares. If any cash distributions or dividends are payable with respect to the Restricted Stock, the cash distributions or
dividends will be subjected to the same Restriction Period as is applicable to the Restricted Stock with respect to which such amounts
are paid, or, if the Committee so determines, reinvested in additional Restricted Stock, to the extent Shares are available under Section
3 of the Plan. A Participant shall not be entitled to interest with respect to any dividends or distributions subjected to the Restriction
Period. Any distributions or dividends paid in the form of securities with respect to Restricted Stock will be subject to the same terms
and conditions as the Restricted Stock with respect to which they were paid, including, without limitation, the same Restriction Period.
(iii) Subject
to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service with
the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s Restricted
Stock that then remains subject to forfeiture will then be forfeited automatically.
Section
9. Restricted Stock Units. Subject to the other terms of the Plan, the Committee may grant Restricted Stock Units to eligible
individuals and may impose one or more Vesting Conditions on such units. Each Restricted Stock Unit will represent a right to receive
from the Company, upon fulfillment of any applicable conditions, an amount equal to the Fair Market Value (at the time of the distribution).
Distributions may be made in cash, Shares, or a combination of both, at the discretion of the Committee. The Award Agreement evidencing
a Restricted Stock Unit shall set forth the Vesting Conditions and time and form of payment with respect to such Award. The Participant
shall not have any stockholder rights with respect to the Shares subject to a Restricted Stock Unit Award until that Award vests and
the Shares are actually issued thereunder; provided, however, that an Award Agreement may provide for the inclusion of
dividend equivalent payments or unit credits with respect to the Award in the discretion of the Committee. Subject to the provisions
of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service with the Company terminates
prior to the Restricted Stock Unit Award vesting in full, any portion of the Participant’s Restricted Stock Units that then remain
subject to forfeiture will then be forfeited automatically.
Section
10. Cash or Other Stock Based Awards. Subject to the other terms of the Plan, the Committee may
grant Cash or Other Stock Based Awards (including Awards to receive unrestricted Shares or immediate cash payments)
to eligible individuals. The Award Agreement evidencing a Cash or Other Stock Based Award shall set forth the
terms and conditions of such Cash or Other Stock Based Award, including, as applicable, the term, any exercise
or purchase price, performance goals, Vesting Conditions and other terms and conditions. Payment in respect
of a Cash or Other Stock Based Award may be made in cash, Shares, or a combination of cash and Shares, as determined
by the Committee.
Section
11. Amendments and Termination. Subject to any stockholder approval that may be required
under Applicable Law, the Plan may be amended or terminated at any time or from time to time by the Board.
Section
12. Repricing Permitted. The Committee may reprice Options or Stock Appreciation Rights without stockholder approval, whether
such repricing is accomplished by (i) means of a cancellation/re-grant program pursuant to which outstanding Options or Stock Appreciation
Rights are cancelled and new Options or Stock Appreciation Rights are granted in replacement with a lower exercise or base price per
share, (ii) cancellation of outstanding Options or Stock Appreciation Rights with exercise prices or base prices per share in excess
of the then current Fair Market Value for consideration payable in equity securities of the Company or cash, (iii) directly or indirectly
reducing the exercise price or base price of outstanding Options or Stock Appreciation Rights, or (iv) any other method.
Section
13. Conditions Upon Grant of Awards and Issuance of Shares.
(a) The
implementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise or vesting of
any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to those Awards.
(b) No
Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable
requirements of Applicable Law.
(c) If
the Company cannot, by the exercise of commercially reasonable efforts, obtain authority from any regulatory body having jurisdiction
over the issuance or sale of Shares under this Plan, and such authority is deemed by the Company’s counsel to be necessary to the
lawful issuance of those Shares, the Company will be relieved of any liability for failing to issue or sell those Shares.
Section
14. Limits on Transferability; Beneficiaries. No Award or other right or interest of a Participant under the Plan shall
be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of such Participant to,
any party, other than the Company, any Subsidiary or Affiliate, or assigned or transferred by such Participant other than by will or
the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime of the Participant only by
the Participant or his or her guardian or legal representative. Notwithstanding the foregoing, the Committee may, in its discretion,
provide that Awards or other rights or interests of a Participant granted pursuant to the Plan (other than an Incentive Stock Option)
be transferable, without consideration, to immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit
of such immediate family members, to partnerships in which such family members are the only partners, to other similar estate planning
vehicles, or to such other transferees as the Committee permits (taking into account the restrictions or requirements of applicable tax,
securities and other laws), provided that the Shares underlying such Award shall continue to be subject to the Insider Trading Policy
to the extent applicable. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In
addition, a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to
exercise the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant.
A beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participant shall
be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined
by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.
Section
15. Withholding of Taxes. No later than the date as of which an amount first becomes includible
in the gross income of the Participant for federal income tax purposes with respect to any Award under the Plan,
the Participant will pay to the Company, or make arrangements satisfactory to the Company regarding the payment
of, any federal, state or local taxes of any kind required by law to be withheld with respect to such amount.
To the extent authorized by the Committee, the required tax withholding may be satisfied by the withholding
of Shares subject to the Award based on the fair market value of those Shares, as determined by the Company,
but in any case not in excess of the amount determined based on the maximum statutory tax rate in the applicable
jurisdiction. The obligations of the Company under the Plan will be conditioned on such payment or arrangements
and the Company will have the right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.
Section
16. General Provisions.
(a) The
Committee may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring securities
of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the Committee believes
are appropriate.
(b) The
Awards, and any Shares subject thereto, will be subject to the Company’s stock ownership, securities trading, anti-hedging and
other similar policies as in effect from time to time.
(c) All
Shares or other securities delivered under the Plan will be subject to such stop-transfer orders and other restrictions as the Board
may deem necessary to reflect the terms of the applicable Award or advisable to comply with the rules, regulations and other requirements
of the Securities Act, the Exchange Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law.
(d) Nothing
contained in the Plan will prevent the Company from adopting other or additional compensation arrangements, subject to stockholder approval
if such approval is required.
(e) Neither
the adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon any employee or other service
provider of the Company or an Affiliate any right to continued employment or engagement with the Company or such Affiliate, or (ii) interfere
in any way with the right of the Company or such Affiliate to terminate the employment or engagement of any of its employees or other
service providers at any time.
(f) The
Awards (whether vested or unvested) shall be subject to rescission, cancellation or recoupment, in whole or in part, under any current
or future “clawback” or similar policy of the Company that is applicable to the Participant. Notwithstanding any other provisions
in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will
be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange
listing requirement.
Section
17. Effectiveness of Plan. The Plan became effective on October 26, 2023 (the “Effective Date”), the
date it was approved by the Board; and was approved by the stockholders of the Company at its annual meeting of stockholders on December
13, 2023 (the “Approval Date”).
Section
18. Term of Plan. Unless extended with the approval of the stockholders of the Company, the Plan shall terminate on the
10-year anniversary of the Effective Date, and no Awards shall thereafter be granted under the Plan.
Section
19. Invalid Provisions. In the event that any provision of this Plan is found to be invalid or otherwise unenforceable
under any Applicable Law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein
as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid
or unenforceable provision was not contained herein.
Section
20. Governing Law. The Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws
and judicial decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws.
Section
21. Notices. Any notice to be given to the Company pursuant to the provisions of this Plan must be given in writing and
addressed, if to the Company, to its principal executive office to the attention of its Chief Financial Officer (or such other Person
as the Company may designate in writing from time to time), and, if to a Participant, to the address contained in the Company’s
personnel files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice will
be deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered;
if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed, five
(5) days after the date of mailing by registered or certified mail.
EXHIBIT
5.1
October
15, 2024
IDT
Corporation
520
Broad Street
Newark,
New Jersey 07102
| |
Re: |
IDT
Corporation—Registration Statement on Form S-8 |
Ladies
and Gentlemen:
I
am the General Counsel of IDT Corporation, Inc. (the “Company”), and as such I have been asked to render the following opinion
in connection with the registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities
and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended, of
an aggregate of 250,000 shares of the Company’s Class B common stock, par value $0.01 (the “Class B Common Stock”),
which are reserved for issuance pursuant to the IDT Corporation 2024 Equity Incentive Plan (the “2024 Plan”).
As
your counsel in connection with the Registration Statement, I have examined the 2024 Plan, the proceedings taken by you in connection
with the adoption of the 2024 Plan, the proceedings taken by you in connection with the amendment and restatement of the 2024 Plan and
such other documents and records as I have deemed necessary or advisable to render this Opinion.
Based
upon the foregoing, it is my opinion that the shares of Class B Common Stock to be offered pursuant to the Registration Statement, when
issued and outstanding pursuant to the terms of the 2024 Plan, will be validly issued, fully paid and non-assessable.
I
hereby consent to the filing of this Opinion as an exhibit to the Registration Statement.
| |
Very
truly yours, |
| |
|
| |
/s/
Joyce J. Mason |
| |
Joyce
J. Mason |
| |
General
Counsel |
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have issued our reports dated October 15, 2024 with respect to the consolidated financial statements and internal control over financial
reporting of IDT Corporation included in the Annual Report on Form 10-K for the year ended July 31, 2024, which are incorporated by reference
in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.
| /S/
GRANT THORNTON, LLP |
|
| |
|
| New
York, New York |
|
| |
|
| October
15, 2024 |
|
Exhibit
107
Calculation
of Filing Fee Table
Form
S-8
(Form
Type)
IDT
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| Security Type | |
Security
Class
Title | |
Fee
Calculation
Rule | | |
Amount
Registered (1) | | |
Proposed
Maximum
Offering
Price Per
Unit | | |
Maximum
Aggregate
Offering
Price | | |
Fee
Rate | | |
Amount of
Registration
Fee | |
| Equity | |
Class B Common Stock, par value $0.01 per share | |
| 457 | (h) | |
| 250,000 | (2) | |
$ | 42.76 | (3) | |
$ | 10,690,000 | (3) | |
| 0.0001531 | | |
$ | 1,636.64 | |
| Total Offering Amounts | | |
| | | |
$ | 10,690,000 | | |
| | | |
$ | 1,636.64 | |
| Total Fees Previously Paid | | |
| | | |
| | | |
| | | |
| — | |
| Total Fee Offsets | | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 1,636.64 | |
| (1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered
shall be adjusted to include such additional indeterminate number of shares as may be issuable pursuant to the anti-dilution provisions
of the IDT Corporation 2024 Equity Incentive Plan (the “2024 Plan”). In addition, pursuant to Rule 416(c) under the Securities
Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plans described herein. |
| (2) |
Represents
shares of Class B Common Stock of the Registrant (“Class B Common Stock”) reserved for issuance pursuant to the 2024
Plan. |
| (3) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) under the Securities
Act and based upon the average of the high and low reported prices of the shares of the Class B Common Stock on the New York Stock
Exchange on October 9, 2024, a date within five business days prior to the filing of this Registration
Statement. |
Grafico Azioni IDT (NYSE:IDT)
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Da Nov 2024 a Dic 2024
Grafico Azioni IDT (NYSE:IDT)
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Da Dic 2023 a Dic 2024
