Form of Stock Option Agreement



 EXHIBIT 10.4 
  
 FORM OF 
 IDT CORPORATION 
 STOCK OPTION AGREEMENT 
 CLASS B COMMON STOCK 
  
 This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of July 22, 2005, by and between IDT Corporation, a Delaware corporation (the “Company”), and «FIRST_NAME» «LAST_NAME» (the
“Employee”). 
  
 WHEREAS, the Company desires to grant
to the Employee options to acquire an aggregate of «OPTIONS» 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. 
  
 2. Grant of Options. The Employee is hereby granted stock options (the
“Options”) to purchase an aggregate of «OPTIONS» shares of Stock, pursuant to the terms of this Agreement. 
  
 3. Term. The term of the Options (the “Option Term”) shall be for ten (10) years commencing on July 22, 2005 and terminating on
July 21, 2015. 
  
 4. Option Price. The initial
exercise price per share of the Options shall be $12.95, subject to adjustment as provided herein. 
  
 5. Conditions to Exercisability. The Options shall vest and become exercisable on July 22, 2005. 
  
 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 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. 
  
 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. 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 a 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). 
  
 10. 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. 
  
 11. Terms Incorporated by Reference Herein. Each of the terms of the Company’s 1996 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. 
  
 12. 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. 
  
 13. 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. 
  
 14. 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. 
  
 15. 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: Shari
Gordon 
                  Stock Incentive Plan
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: 
  
 ___________________________________ 
 ___________________________________ 
 ___________________________________ 
 ___________________________________ 
  
 Anyone to whom a notice may be given under this Agreement may designate a new address by notice to such effect. 
  
 16. 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. 
  
 17. 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. 
  
 18. 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. 
  
 19. 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. 
  
 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:	 	 
	Title: 	 	 



					
			
	By: 	 	 	 	 
	 	 	Employee:	 	«FIRST_NAME» «LAST_NAME»
	 	 	Telephone:	 	 









 Schedule to Exhibit 10.4 
  
 Attached to this Schedule is a Form of Stock Option Agreement by and between IDT Corporation and each of the optionees listed in note
(6) to the “Calculation of Registration Fee” table in the Registration Statement to which this Schedule and Exhibit are attached. The executed Stock Option Agreements are substantially identical to the Form of Stock Option Agreement
attached to this Exhibit except as to the names of the optionees, the optionees’ respective addresses and the number of shares of Class B Common Stock of IDT Corporation underlying the options reflected thereby. The number of shares of Class B
Common Stock underlying such options ranges from 11,670 to 33,333. Set forth below are the number of shares of Class B Common Stock underlying the options with respect to such Option Agreements entered into with executive officers of IDT
Corporation: 
  

			
	 Name of Optionee

	  	 Number of Shares of Class B Common Stock of
 IDT Corporation Issuable Upon Exercise of Option


	 James A. Courter
	  	33,333
	 Ira A. Greenstein
	  	33,333
	 Stephen R. Brown
	  	33,333
	 Morris Lichtenstein
	  	33,333
	 Morris I. Berger
	  	25,000
	 Marcelo Fischer
	  	25,000
	 Moshe Kaganoff
	  	25,000
	 Marc Knoller
	  	25,000
	 Kathleen Timko
	  	17,499
	 Joyce J. Mason
	  	16,670
	 Elyahu Tendler
	  	16,670
	 Douglas W. Mauro
	  	11,670