f1012ga1iex10vii_ctm.htm


     

    Exhibit
10.7

     

    FORM
OF AGREEMENT TO BE ENTERED INTO BETWEEN

    CTM
MEDIA HOLDINGS, INC.

    AND

    HOLDERS
OF RESTRICTED SHARES OF IDT CORPORATION’ STOCK

    


     

    
      	
               
      

            	
              «FIRSTNAME»
      «LASTNAME»

            


    

    
      	
               
      

            	
              [ADDRESS]

            


    

    


    This
Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTED_DATE» (the
“Effective Date”), upon the terms and conditions described herein.

     

    1. Grant of Restricted
Stock.  As owner of [NUMBER] restricted shares of IDT
Corporation’s [CLASS] common stock, in connection with the spinoff (the
“Spinoff”) of CTM Media Holdings, Inc. (the “Company”) from IDT Corporation
(“IDT”), you will receive, [NUMBER] restricted shares of the Company’s [CLASS]
common stock (the “Restricted Shares”), subject to the terms and conditions
hereinafter set forth. This grant is a matter of separate inducement and is not
in lieu of salary or other compensation for your services.

     

    2. Closing.  The
transfer of the Restricted Shares shall occur on or around the distribution date
of the Spinoff.  Concurrently with the execution of this Agreement,
the Company may issue one or more certificates representing the Restricted
Shares (which shall be held by the Company pursuant to paragraph 6 until the
applicable Restrictions (as defined in paragraph 3) have lapsed).

     

    3. Restrictions.  The
Restricted Shares are being awarded to you subject to (i) the same transfer
and forfeiture restrictions of your restricted shares of IDT [CLASS] common
stock, and as set forth in this paragraph 3 (the “Restrictions”), which shall
lapse after the expiration of the vesting periods described in paragraph 4,
(ii) satisfaction of the tax withholding requirements set forth in
paragraph 8, and (iii) compliance with the Company’s Insider Trading
Policy.

     

    (a) Transfer.  You may
not directly or indirectly, by operation of law or otherwise, voluntarily or
involuntarily, alienate, attach, sell, assign, pledge, encumber, charge or
otherwise transfer any of the Restricted Shares still subject to Restrictions,
except for such assignments as are allowed under Section 11(b) of the CTM
Media Holdings, Inc. 2009 Stock Option and Incentive Plan, as Amended and
Restated (the “Plan”), provided that, in all cases, such transferee executes a
written consent to be bound by the terms of this Agreement.

     

    (b) Forfeiture.  Subject
to exceptions as may be determined by the Compensation Committee of the Board of
Directors of the Company, if your continuous employment or consulting
relationship with the Company or any majority-owned subsidiary of the Company or
IDT or any majority-owned subsidiary of IDT shall terminate for any reason, or
if you cease for any reason to be a Non-Employee Director of the Company or any
majority-owned subsidiary of the Company or IDT or any majority-owned subsidiary
of IDT, then all Restricted Shares for which the Restrictions have not lapsed at
such time shall be returned to or canceled by the Company, and shall be deemed
to have been forfeited by you. Upon a forfeiture of your Restricted Shares, the
Company will not be obligated to pay you any consideration whatsoever for the
forfeited Restricted Shares.

     

     

    
      
         

      

      
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    4. Lapse
of Restrictions.

     

    (a) The
Restrictions shall lapse to the extent the Restricted Shares have become vested,
as follows:  «VESTING»

     

    (i) [NUMBER]
Restricted Shares will vest on [DATE]; and

     

    (ii) [NUMBER]
Restricted Shares will vest on [DATE].

     

    (b) All of
the Restricted Shares shall become vested and the Restrictions shall lapse with
respect to any unvested Restricted Shares upon a Change in Control (as defined
in the Plan).

     

    (c) To the
extent the Restrictions shall have lapsed under this paragraph 4 with respect to
any portion of the Restricted Shares, those shares (“Vested Shares”) will be
free of the terms and conditions of this Agreement except those terms and
conditions contained in paragraph 8; provided, however, that such
Vested Shares shall remain subject to the terms and conditions of the Company’s
Insider Trading Policy.

     

    5. Adjustments.  The
terms “Restricted Shares” and “Vested Shares” shall include any shares or other
securities that you receive or become entitled to receive as a result of your
ownership of the original Restricted Shares.

     

    6. Custody.  Any
certificates representing the Restricted Shares (other than Vested Shares) shall
be deposited with the Company. The Company is hereby authorized to effectuate
the transfer into its name of all certificates representing the Restricted
Shares that are forfeited or otherwise transferred to the Company pursuant to
either paragraph 3 or paragraph 8.

     

    7. Voting and Other
Rights.

     

    (a) Upon the
registration of the Restricted Shares in your name, you shall have all of the
rights and status as a stockholder of the Company with respect to the Restricted
Shares, including the right to vote such shares and to receive dividends or
other distributions thereon. All such rights and status as a stockholder of the
Company with respect to the Restricted Shares shall terminate if the Restricted
Shares are forfeited pursuant to either paragraph 3 or paragraph 8.

     

    (b) The grant
of the Restricted Shares to you does not confer upon you any right to continue
in the employ of the Company or IDT.

     

    8. Withholding
Taxes.  The award or other transfer of the Restricted Shares,
and the lapse of Restrictions on the Restricted Shares, shall be conditioned
further on any applicable withholding taxes being paid by you. You hereby
authorize the Company to sell, or otherwise take possession of via forfeiture by
you or otherwise, such number of the Restricted Shares as the Company deems
necessary to satisfy any of your withholding tax requirement.

     

     

    
      
         

      

      
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    9. Incorporation of Plan
Provisions.  Even though the Restricted Shares are not granted
pursuant to the Plan, to the extent applicable, the terms and provisions of the
Plan are incorporated herein as if the same were fully set forth herein.
Capitalized terms not otherwise defined herein shall have the meanings set forth
for such terms in 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.

     

    10. Stock Power.  At
the Company’s request, you hereby agree to promptly execute any document,
including a stock power endorsed in blank, that is necessary to comply with the
terms of this Agreement.

     

    11. Successors.  This
Agreement shall be binding upon and inure to the benefit of any successor of the
Company and your successors, assigns and estate, including your executors,
administrators and trustees.

     

    12. Amendment or Modification,
Waiver.  No provision of this Agreement may be amended or
waived unless such amendment or waiver is agreed to in writing and signed by
each party hereto. No waiver by either 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.

     

    13. Notices.  Each
notice relating to this Agreement shall be in writing and delivered in person or
by certified mail or overnight delivery to the proper address. Notices to
employees sent via e-mail shall be deemed to satisfy the requirements of this
paragraph 13. All notices to the Company shall be addressed to it
at:

     

    CTM Media
Holdings, Inc.

       
11 Largo Drive South

       
Stamford, Connecticut 06907

      
Attention: Human Resources, Stock Option and Incentive Plan
Administrator

    


    14. 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.

     

    15. 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.

     

     

    
      
         

      

      
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    16. 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.

     

    17. 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.

     

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of page intentionally left blank]

     

     

     

     

     

    
      
         

      

      
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    To
confirm your acceptance of the foregoing, please sign and date below under
“Accepted and Agreed” and return one copy of this Agreement to the Human
Resources Department, CTM Media Holdings, Inc. 11 Largo Drive South, Stamford,
Connecticut 06907.

    


    


    CTM MEDIA
HOLDINGS, INC.

     

    By:                                                             
      

    Name: Leslie
B. Rozner

    Title:  Chief
Financial Officer

    


    


    ACCEPTED
AND AGREED:

    


                                                                                 
       

    Name:  «FIRSTNAME»
«LASTNAME»

    


    


    Date:                                                             
                                                                         

     

     

     

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