8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2005

IDT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-16371	22-3415036
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Broad Street Newark, New Jersey	07102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 438-1000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 ENTRY INTO A DEFINITIVE AGREEMENT

On May 12, 2005, IDT Corporation (“IDT”) entered into Amendment No. 1 to Employment Agreement with Howard S. Jonas, Chairman of the Board of IDT (the “Amendment to Jonas Employment Agreement”), and entered into Amendment No. 3 to Employment Agreement with James A. Courter, Chief Executive Officer of IDT (the “Amendment to Courter Employment Agreement”).

The Amendment to Jonas Employment Agreement increased the annual base salary of Howard S. Jonas to no less than $500,000 per year effective January 1, 2005.

The Amendment to Courter Employment Agreement increased the annual base salary of James A. Courter to no less than $500,000 per year effective January 1, 2005.

The foregoing summaries of the Amendment to Jonas Employment Agreement and Amendment to Courter Employment Agreement are not complete and are qualified in their entirety by reference to the Amendment to Jonas Employment Agreement and Amendment to Courter Employment Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and is incorporated herein by reference.

Item 9.01 EXHIBITS

Exhibit 10.1	Amendment No. 1 to Employment Agreement, dated May 12, 2005, between IDT Corporation and Howard S. Jonas
Exhibit 10.2	Amendment No. 3 to Employment Agreement, dated May 12, 2005, between IDT Corporation and James A. Courter

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IDT CORPORATION
Dated: May 16, 2005	By:	/S/ JAMES A. COURTER
		James A. Courter
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 1 to Employment Agreement, dated May 12, 2005, between IDT Corporation and Howard S. Jonas
10.2	Amendment No. 3 to Employment Agreement, dated May 12, 2005, between IDT Corporation and James A. Courter

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Amendment dated as of May 12, 2005 (this “Amendment”) to the Employment Agreement dated April 1, 2002, by and between IDT Corporation (the “Company”) and Howard S. Jonas (the “Executive”) (the “Agreement”).

WITNESSETH

WHEREAS, the Company and 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 6(a) of the Agreement is replaced in its entirety, with the following:

“(a) Annual Base Salary. Effective January 1, 2005, the Company shall pay to the Executive an annual base salary (the “Base Salary”) at a rate not less than Five Hundred Thousand Dollars ($500,000.00), less applicable taxes, 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.”

All of the other terms and conditions of the Agreement remain unchanged by this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

IDT CORPORATION
By:	/s/ James A. Courter
Name:	James A. Courter
Title:	Chief Executive Officer
EXECUTIVE
/s/ Howard S. Jonas
Howard S. Jonas

EX-10.2

Exhibit 10.2

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

Amendment dated as of May 12, 2005 (this “Amendment”) to the Employment Agreement dated April 1, 1999 and amended on August 1, 2001 and October 22, 2001, by and between IDT Corporation (the “Company”) and James A. Courter (the “Executive”) (the “Agreement”).

WITNESSETH

WHEREAS, the Company and 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 6(a) of the Agreement is replaced in its entirety, with the following:

“(a) Annual Base Salary. Effective January 1, 2005, the Company shall pay to the Executive an annual base salary (the “Base Salary”) at a rate not less than Five Hundred Thousand Dollars ($500,000.00), less applicable taxes, 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.”

All of the other terms and conditions of the Agreement remain unchanged by this Amendment.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer, and the Executive has signed this Amendment as of the date first above written.

IDT CORPORATION
By:	/s/ Ira A. Greenstein
Name:	Ira A. Greenstein
Title:	President
EXECUTIVE
/s/ James A. Courter
James A. Courter