8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 16, 2009

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/A 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On a Form 8-K filed with the Securities and Exchange Commission on September 23, 2009 (the “Original 8-K”), IDT Corporation (the “Registrant” or the “Company”) announced the general terms of the Registrant’s verbal understanding with James A. Courter, the Registrant’s former Chief Executive Officer (“CEO”) (as of the date of the Original 8-K, Mr. Courter was the Registrant’s CEO – a position he held through October 21, 2009), that had been approved by the Compensation Committee of the Registrant’s Board of Directors.  On December 16, 2009, the Registrant entered into an agreement (the “Agreement”) with Mr. Courter, which is effective as of October 21, 2009, finalizing the terms of Mr. Courter’s ongoing relationship with the Company.  As was noted on the Original 8-K and pursuant to the Agreement, Mr. Courter will continue to serve as Vice Chairman of the Company and as Vice Chairman of Genie Energy Corporation.  Mr. Courter will be paid $250,000 per annum throughout his lifetime so long as he fulfills the responsibilities and fulfills his service obligations as required in the Agreement.  As was noted on the Original 8-K and is set forth in the Agreement, Mr. Courter surrendered options to purchase 943,268 shares of Class B Common Stock of the Company and in return was issued 281,411 shares of Class B Common Stock of the Company (the “Shares”).   The Shares were issued pursuant to the Company’s 2005 Stock Option and Incentive Plan.  Pursuant to a Warrant to Purchase Common Stock (the “Warrant”) executed by the Registrant and Mr. Courter, for a period of five years from the effective date of the Agreement, and subject to certain conditions, Mr. Courter will have the right to exchange 225,129 shares of Class B Common Stock of the Company for 1,000 shares of common stock of Genie Energy Corporation owned by the Company (representing 1% of the outstanding equity of Genie Energy Corporation as of the date of the Warrant).  Pursuant to the Agreement, Mr. Courter received a special bonus of $542,059.71.  On December 20, 2009, Mr. Courter also received a performance-based bonus of $350,000 for his employment as CEO during Fiscal 2009.

Copies of the Agreement and the Warrant are attached hereto as Exhibit 10.01 and 10.02, respectively, and are incorporated by reference herein as if set forth in full. The descriptions of the terms and conditions of the Agreement and the Warrant set forth above are qualified in their entirety by reference to such exhibits.

The Original 8-K also disclosed grants of common stock and Class B common stock to Howard S. Jonas, the Registrant’s current CEO, made pursuant to an employment agreement (the “Grants”).  The numbers used in the Original 8-K did not reflect the 1-for-3 reverse stock split that the Registrant effected on February 24, 2009 (the “Reverse Split”).  Pursuant to the employment agreement, and taking into account the Reverse Split, Mr. Jonas was granted 1,176,427 restricted shares of the Registrant’s Class B Common Stock and 883,333 restricted shares of the Registrant’s Common Stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
10.01	Agreement, entered into as of October 21, 2009, between the Registrant and James A. Courter.
10.02	Warrant to Purchase Common Stock, entered into as of October 21, 2009, between the Registrant and James A. Courter.

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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
By:	/s/ Howard S. Jonas
Name:	Howard S. Jonas
Title:	Chief Executive Officer

Dated: December 22, 2009

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EXHIBIT INDEX

Exhibit Number	Document
10.01	Agreement, entered into as of October 21, 2009, between the Registrant and James A. Courter.
10.02	Warrant to Purchase Common Stock, entered into as of October 21, 2009, between the Registrant and James A. Courter.

EX-10.01

Exhibit 10.01

AGREEMENT

This Agreement (the “Agreement”) is made and entered into as of October 21, 2009 (the “Effective Date”) by and between IDT Corporation (“IDT” or the “Company”) and James A. Courter (“Executive”) (collectively “the Parties”).

RECITALS

From April 1, 1999 through October 21, 2009, Executive served as the Chief Executive Officer of the Company pursuant to an Employment Agreement, dated April 1, 1999, as amended by amendments dated August 1, 2001, October 22, 2001, May 12, 2005, January 29, 2007, March 13, 2007, and November 5, 2008 (the “Employment Agreement”).  On October 21, 2009, the Parties agreed that Executive’s position as Chief Executive Officer and employment with the Company terminated, and further agreed that the Employment Agreement would and did immediately terminate as set forth herein in Paragraph 1.

Beginning on the Effective Date, in light of his experience, advice and counsel to the Company, Executive shall serve as the Vice Chairman of the Board of Directors of the Company (the “Board”) for a term of one year, and for additional one-year terms at the discretion of the Company, and shall also have the right, for so long as he continues to own shares of Company stock, to observe meetings of the Board for a period of no less than ten (10) years, regardless of whether he continues to serve as the Vice Chairman of the Board during that period.  Executive shall also serve as Vice Chairman of the board of directors of the Company’s subsidiary, Genie Energy Corporation (“Genie”), for a term that shall continue until such time as Executive ceases to engage in the activities described in Paragraph 4 of this Agreement, or until such time as Genie is no longer a subsidiary or otherwise owned by the Company.

AGREEMENT TERMS

In consideration of the promises and mutual agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged by all Parties, the Company and Executive agree as follows:

1.Termination of Employment Agreement.  The Parties acknowledge and agree that as of October 21, 2009, Executive’s position as an officer and employee of the Company terminated, and that except with respect to the confidentiality provisions contained in the Employment Agreement and incorporated and referenced in Paragraph 7 that the Employment Agreement terminated.  Notwithstanding the foregoing, Executive shall be entitled to payment of all accrued compensation, unreimbursed expenses and other benefits that are due on or have accrued through the October 21, 2009 as detailed herein.

2.Exchange of Stock Options.  Executive acknowledges and agrees that in consideration of the agreements and covenants expressed in this Agreement, and in exchange for Executive’s surrender of outstanding options (the “Options”) to purchase 943,268 shares of Company Class B Common Stock, par value $0.01 per share (“Class B Stock”), on September 17, 2009 (the “Exchange Date”), the Company did grant to Executive 281,411 shares of Class B Stock pursuant to a Restricted Stock Agreement under the Company’s 2005 Stock Option and Incentive Plan.  As of the Exchange Date, Executive agrees that he forfeits all rights to and interest in, any unvested stock options, that any such options are cancelled and terminated, and that any other guarantees, warranties or agreements with respect to the right of Executive to own, purchase, or acquire any stock or other ownership interest in the Company, Genie or any other entity or subsidiary of the Company, whether vested or unvested, are terminated, in exchange for the grant of Class B Stock provided for herein.  Of the 281,411 shares of Class B Stock granted hereunder, 225,129 shares shall be convertible into the common equity of Genie in accordance with paragraph 3 below.

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3.Warrant to Convert Company Shares Into Genie Shares.  The Company shall, pursuant to the warrant certificate annexed hereto (the “Warrant Instrument”), grant Executive the right to acquire equity securities in Genie that constitute one percent (1%) of the fully diluted equity in Genie as of the Effective Date, by surrender of 225,129 shares of Class B Stock (which may be exercised in whole or in part in accordance with the provisions of the definitive Warrant Instrument) (the “Genie Warrant”). This warrant shall be exercisable by Executive for a period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date.  The Genie Warrant shall not be entitled to any anti-dilution protection in respect of grants, issuances or sales of equity interests or interests convertible into or exchangeable for equity interests in Genie, other than stock splits, stock subdivisions, stock dividends and similar events.  “Genie” encompasses the Company’s current energy sector activities, which include the ESCO business and the oil shale exploration and development business in Colorado and Israel but may in the future include other energy sector businesses.  In the event, that prior to the fifth anniversary of the Effective Date, the Company completes any transfer of all or substantially all of the assets of Genie to a Company-owned entity that is not Genie or a wholly-owned subsidiary of Genie, which transfer results in a material reduction in the fully diluted value of Executive’s securities in Genie as of the day immediately prior to the transfer, the Company shall provide that the Genie Warrant also entitle Executive to his pro rata share of the equity of that Company-controlled entity (or provide Executive with the equivalent value thereof in cash, securities or other rights as agreed upon by the Company and Executive).  Notwithstanding the foregoing, Executive understands and agrees that nothing in this Agreement shall preclude, encumber or otherwise hinder the Company’s ability to sell the Company’s equity in Genie, including that the continuation of Executive’s service of Vice Chairman of the board of directors of Genie shall not be a condition of any such sale.  Executive acknowledges that IDT (directly or through other entities) may fund Genie’s operational needs and record inter-company indebtedness in respect of such funding, which indebtedness would be senior to any equity interests in Genie.

4.Duties and Responsibilities.

(a)           Executive agrees and warrants that during the term of this Agreement, including but not limited to any period in which the Executive serves as the Vice Chairman of the Board and/or the Vice Chairman of the board of directors of Genie, and for so long as he continues to receive compensation pursuant to Paragraph 5 hereof, he shall act on behalf of the Company and Genie, at the direction of Chief Executive Officer Howard Jonas, or his successor, and shall use his best efforts in support of the business interests and needs of the Company and Genie.

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(b)           Executive further agrees and warrants that the nature of his duties and responsibilities under this Paragraph shall require him to be available (and ready and willing upon Company request) to provide services to the Company and Genie for a combined minimum of ten (10) hours per week for a period of five (5) years beginning on the Effective Date, and for a minimum of five (5) hours per week for every year thereafter.

5.Payments.

(a)           In further consideration of the promises and agreements contained herein, the Company shall pay to Executive on April 22, 2010, a payment of Two Hundred and Fifty Thousand Dollars ($250,000).  On October 22, 2010 (the “Anniversary Date”), the Company shall pay to Executive a payment of Two Hundred and Fifty Thousand Dollars ($250,000) (the “Anniversary Payment”). The Anniversary Payment shall continue to be made on each anniversary of the Anniversary Date throughout Executive’s life time, so long as Executive continues to be available to provide the services described in Paragraph 4(b). In the event of the Executive’s death, the Anniversary Payments will continue for an additional two (2) years, payable to Executive’s estate.  In the event that Executive suffers from a bona fide mental or physical disability that precludes him from performing the duties described in Paragraph 4(b), the Anniversary Payments shall continue through his natural life and for two years following his death.  In the event that Executive (i) voluntarily ceases to provide the services set forth in Section 4(b), (ii) engages in fraud or willful misconduct with respect to the Company, or (iii) breaches any material term or obligation of this Agreement or an obligation which exists by virtue of him serving as Vice Chairman of the Board of Directors of the Company or Genie (each, a “Cessation of Duties”), Executive agrees and acknowledges that he will no longer be entitled to payment under this Paragraph and that any and all other obligations of the Company or Genie shall terminate immediately upon a Cessation of Duties, including observer rights.  If in the course of any year a Cessation of Duties occurs, Executive shall return to the Company the unearned portion of the Anniversary Payment, the amount of which shall be determined by multiplying the payment by a fraction, the numerator of which is the number of days remaining until the next Anniversary Date, and the denominator of which is 365.

(b)           If the Company determines that there is a Cessation of Duties, Company shall notify Executive of such determination and Executive shall have thirty (30) days to cure such Cessation of Duties (the “Notice Period”).  If at the conclusion of the Notice Period, the Company determines that Executive has failed to cure the Cessation of Duties, then Executive shall immediately cease to serve as Vice Chairman of the Boards of the Company and/or Genie, and any and all future obligations of the Company to Executive, including the duty to make the payments described in Paragraph 5(a) shall terminate.

(c)           The Anniversary Payments described in Paragraph 5(a) shall be adjusted once every five (5) years, beginning on the fifth (5th) anniversary of the Anniversary Date to reflect a cost of living adjustment equal to the combined percentage rate of inflation over the proceeding five (5) years, as reported by the Bureau of Labor Statistics.  Any cost of living adjustment shall apply to the payment due on the next Anniversary Date and the next four (4) consecutive Anniversary Payments.

(d)           In recognition of Executive’s contribution to the Company, the Company shall pay Executive a special bonus of $542,059.71 less applicable taxes on the Effective Date. 

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6.Cooperation.  From and after the Effective Date, Executive agrees to cooperate fully with IDT in connection with the defense or prosecution of any claims, causes of action, investigations, hearings, proceedings, arbitrations or other tribunals now in existence or which may be brought in the future against or on behalf of IDT.  Executive shall be entitled to reimbursement of all expenses reasonably incurred in conjunction with his cooperation pursuant to this Section 6, including attorneys fees and expenses so long as he has not breached any obligations to the Company or Genie either as set forth in this Agreement or that exist by virtue of his position as Vice Chairman of the Boards of Directors of the Company and Genie.  If, by virtue of an order or directive issued by a court of law, Executive’s required cooperation exceeds Executive’s time commitment provided in Paragraph 4(b), Executive will be entitled to compensation for his time at a rate mutually agreed by the Parties.

7.Confidentiality of Company Information. During the term of this Agreement and for the remainder of his natural life, Executive shall continue to abide by IDT’s confidentiality policies and the confidentiality provisions contained in the Employment Agreement and incorporated by reference herein.  The Executive will not at any time disclose to anyone, including, without limitation, any person, firm, corporation, or other entity, or publish, or use for any purpose, any Confidential Information, except as IDT directs and authorizes, in writing or pursuant and subject to his obligations as a Director of IDT or Genie.  The Executive shall take all necessary measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information and agrees to immediately notify IDT in the event of any unauthorized use or disclosure of the Confidential Information.  “Confidential Information” includes, without limitation, all of IDT and Genie’s technical and business information, which is of a confidential, trade secret or proprietary character; internal policies, procedures, communications and reports; and other information or documents that IDT and Genie require to be maintained in confidence for IDT and Genie’s continued business success.  Confidential Information does not include any information that is readily available to the public, has been disclosed by an officer of the Company to a third-party under non-confidential, non-proprietary conditions, or which upon reasonable investigation is readily ascertainable in the public domain.

8.Covenant not to Compete.

(a)           During the course of this Agreement, and in the event of a Cessation of Duties for a period of five (5) years thereafter (the “Restricted Period”), Executive shall not, directly or indirectly, whether acting individually or through any person, firm, corporation, business or other entity:

(i)  engage in, or have any interest in any person, firm, corporation, business or other entity (as an officer, director, employee, agent, stockholder, or other security holder, creditor, consultant or otherwise) that engages in any business activity where a substantial aspect of the business of the Company and/or Genie is conducted, or planned to be conducted, at any time during the Restricted Period, which business activity is the same as, similar to or competitive with the Company and/or Genie as the same may be conducted from time to time;

(ii)   interfere with any contractual relationship that may exist from time to time of the business of the Company and/or Genie, including, but not limited to, any contractual relationship with any director, officer, employee or sales agent, or supplier of the Company and/or Genie; or

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(iii)  solicit, induce or influence, or seek to induce or influence an person who currently is, or from time to time may be, engaged or employed by the Company and/or Genie (as an officer, director, employee, agent, or independent contractor) to terminate his or her employment or engagement by the Company and/or Genie.

(b)           Notwithstanding anything to the contrary contained herein, Executive, directly or indirectly, may own publicly traded stock constituting not more than five percent (5%) of the outstanding shares of such class of stock of any corporation if, and as long as, Executive is not an officer, director, employee or agent of, or consultant or advisor to, or has any other relationship or agreement with such corporation.

(c)           Executive acknowledges that the non-competition provisions contained in this Agreement are reasonable and necessary, in view of the nature of the Company and Genie and his knowledge thereof, in order to protect the legitimate interest of the Company and Genie.

9.Release of Claims.

(a)  Executive hereby releases, waives, and forever discharges the Company, and its past and present subsidiaries and affiliates, and each of their present and former officers, directors, employees, shareholders, consultants, attorneys, advisors, insurers, agents and representatives, and all persons acting by, through, under or in concert with any of them (whether any of the aforementioned individuals were acting as agents for IDT or in their individual capacities) from any and all claims, demands, actions, causes of action, costs, fees, attorneys’ fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, or may have against the Company from the beginning of time and up to and including the date of execution of this Agreement.  This release includes, without limitation, claims at law or equity or sounding in contract (express or implied, including but not limited to the Employment Agreements referenced in the Recitals contained herein) or tort, claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including, without limitation, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, 42 U.S.C. § 1981, the Rehabilitation Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, any claims under New York State or local laws, including the New York State Human Rights Law, N.Y. Exec. L. § 290 et seq. ("NYSHRL"); and the New York City Human Rights Law, N.Y.C. Admin. Code § 8101 et seq. ("NYCHRL"), the New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq., New Jersey Family Leave Act, N.J.S.A. 34:11B-1 et seq., the Conscientious Employee Protection Action ("CEPA"), NJSA 34:19-1 et seq., and any other federal, state, local or municipal whistleblower protection or anti-retaliation statute or ordinance, or any other federal, state, local, or municipal laws of any jurisdiction), claims arising under the Employee Retirement Income Security Act, or any other statutory or common law claims related to Executive’s employment or separation from employment with IDT, any claims for attorneys’ fees, costs and expenses as well as any claims for compensatory, consequential or punitive damages.  Notwithstanding the foregoing, the provisions of this Paragraph 9 shall not apply to Executive’s indemnification rights under the bylaws of the Company and Executive’s rights under this Agreement, or the Stock Grant Agreement or Warrant Instrument referred to in Paragraphs 2 and 3 hereof.

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(b) The Company hereby releases, waives, and forever discharges Executive from any and all claims, demands, actions, causes of action and claims for attorney fees that the Company has asserted or could have asserted against Executive based upon any act or omission by Executive known by the Company from the beginning of time until the date of execution of this Agreement, provided, however, that none of the acts or omissions that are known to the Company on or before the Effective Date constitute an act or omission for which the Company could make a claim or demand against Executive.  Notwithstanding the foregoing, the Company does not release Executive from his obligations and the Company's rights under this Agreement (including all agreements incorporated herein by reference), all of which such obligations and rights are hereby expressly preserved.

10.Non-Disparagement.

(a)  Executive agrees that he will not disparage IDT or any individuals associated with IDT, including its present, future or former officers, directors, agents and employees, by making or soliciting any comments, statements or the like to the media or to other third parties, either orally or in writing, that are considered to be derogatory or detrimental, in any way, to the good name or business reputation of IDT or such other persons, provided that Executive shall be entitled to give truthful statements pursuant to legal process.  Executive further agrees that he will not encourage or assist others to disparage or bring any form of suit, claim or cause of action against the parties enumerated in this Paragraph.

(b) The Company agrees that it will take reasonable steps to prohibit and prevent its executives from disparaging Executive, by making or soliciting any comments, statements or the like to the media or to other third parties, either orally or in writing, that are considered to be derogatory or detrimental, in any way, to the good name or business reputation of Executive, provided that Company executives shall be entitled to give truthful statements pursuant to legal process.

11.No Admission of Liability.  The making of this Agreement and anything contained herein is not intended, and shall not be construed, as an admission that IDT has violated any foreign, federal, state or local law (statutory or common law), ordinance or regulation; breached any contract; or violated any right or obligation that it may owe or may have owed to Executive, or committed any wrong whatsoever against Executive.

12.Additional Benefits.  Subject to continued service on either or both of the Board and the Genie Board, Executive’s travel on behalf of the Company or Genie shall be in business class.  As of November 1, 2009, the Executive was eligible to elect the continuance of group health and dental insurance in accordance with applicable federal law (“COBRA”).  During the period that the Executive is eligible for coverage under COBRA, the Company will reimburse the Executive for such COBRA payments.  After the Effective Date, the Executive will not otherwise be eligible for Life or Disability benefits, or continue to contribute to the IDT 401(k) Savings Plan, and will not receive any other benefits from the Company, other than those specified in this Agreement.

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13.Access to Office/Support Services.  So long as Executive continues to serve as the Vice Chairman of the Boards of Directors of the Company and Genie, the Company shall provide Executive with an office (existing office absent a company move) in and access to the Company headquarters, parking, email addresses and telephone numbers, and provide administrative support services, communications and IT equipment (mobile phone, BlackBerry, and laptop).

14.Indemnity.  Executive shall be indemnified by the Company in accordance with the terms of the Bylaws of the Company and/or Genie.  Executive shall be entitled to payment of incurred legal expenses by the Company upon certification by Executive that he is entitled to indemnity, documentation of the legal fees incurred, and an undertaking guaranteeing repayment to the Company if it is ultimately determined through the means of Dispute Resolution provided in Paragraph 16(iii) of this Agreement that Executive was not entitled to indemnity under the Company Bylaws. The Company shall indemnify Executive for any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that Executive is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Executive did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.  For purposes of this paragraph 14, “director or officer of the Company” shall mean a director or officer of the Company and directors or officers of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which the Company owns, directly or indirectly, grater than fifty percent (50%).  The Executive shall be entitled to advancement of legal expenses from the Company upon certification by the Executive that he is entitled to indemnity hereunder and an undertaking if it is ultimately determined that Executive was not entitled to indemnity hereunder or under the Company bylaws.

15.Acknowledgment and Revocation Period.  Executive acknowledges that he has had an opportunity to be represented and has been represented by independent legal counsel of his own choice prior to signing this Agreement and that he is of sound mind and body, competent to enter into this Agreement.  Pursuant to the Older Workers Benefit Protection Act, Executive is advised that he shall have at least 21 days to consider this Agreement before signing it, but may sign this Agreement at any earlier time if he so desires.  Executive understands and acknowledges that he has seven (7) calendar days following the execution of this Agreement to revoke his acceptance of this Agreement, which revocation may be accomplished via written notice provided to IDT Corp., 550 Broad Street, Newark, New Jersey 07102, Attn: General Counsel.  This Agreement will not become effective or enforceable, until after this revocation period has expired without Executive’s revocation.

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AGREEMENT TERMS―MISCELLANEOUS AND ENFORCEMENT

16.Miscellaneous Provisions and Enforcement.

(i)           Notices.  Any notice or other communication required, permitted or desired to be given under this Agreement shall be deemed delivered when personally delivered; the next business day, if delivered by overnight courier; the same day, if transmitted by facsimile on a business day before noon, Eastern Standard Time; the next business day, if otherwise transmitted by facsimile; and the third business day after mailing, if mailed by prepaid certified mail, return receipt requested, as addressed or transmitted as follows (as applicable):

If to Executive:

James A. Courter

17101 Captiva Drive

Captiva Island, FL  33924

Fax: __________

With a copy to:

Courter, Kobert & Cohen

1001 Rt. 517

Hackettstown, NJ  07840

Fax: __________

If to the Company:

IDT Corp.

550 Broad Street

Newark, New Jersey 07102

Attn:  General Counsel

Fax:  973-596-0003

 (ii)           Choice of Law.THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES) THEREOF.

(iii)           Dispute Resolution.  Any dispute arising out of or relating to this Agreement shall be finally determined by arbitration held in the State of New Jersey in accordance with the employment arbitration rules of the American Arbitration Association by a neutral arbitrator with no direct or indirect relationship to either party.  The parties shall endeavor to agree upon the appointment of the neutral arbitrator.  If they are unable to appoint a single arbitrator within thirty days of the initiation of the dispute, then each party shall appoint one arbitrator who shall together appoint a third arbitrator who shall be the sole arbitrator in the conduct of such arbitration.  In such arbitration, (a) the arbitrator shall agree to treat all evidence as confidential; (ii) the arbitrator shall have no authority to amend or modify any of the terms of this Agreement; (iii) the arbitrator shall have 10 business days from the closing statements or submission of post-hearing briefs by the parties to render his or her decision.  The results of any such arbitration shall be final and binding upon the parties hereto, and any party may enforce any arbitration

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award in any court of competent jurisdiction.  Each Party shall bear its own costs (including attorneys’ fees and expenses) associated with any arbitration or other dispute proceedings, provided, however, that the prevailing party in such arbitration shall be awarded such party’s attorneys fees and expenses incurred in enforcing this Agreement, and, provided, further, that if the Company is found to have breached its obligation to make payment as provided in Paragraph 5 hereof (other than an immaterial failure to comply with such obligation), then the arbitrator (or panel of arbitrators) shall award Executive an award equal to 133% of the payment obligation that was breached in addition to Executive’s attorney’s fees and expenses.  The arbitrator (or panel of arbitrators) shall be obligated to determine which party is the prevailing party as a part of his/her/their decision.

(iv)          Limitation on Counsel.   Executive is precluded from forming an attorney-client relationship with or being otherwise represented by any law firm or attorney that has at any time represented the Company in any capacity, unless the Company has expressly agreed in writing to permit such representation, provided, however, that the Company consents to Executive forming an attorney-client relationship with Courter, Kobert & Cohen and with Williams & Connolly LLP.

(v)           Limitation on Assignment.  Neither party may assign this Agreement without the express written consent of the other party, provided, however, that the Company may assign the Agreement to a successor, and that Executive may assign the right to receive the payments provided for in Section 5 to a company or entity that he controls.

(vi)          Waiver.  A party’s waiver of any breach or violation of any Agreement provisions shall not operate as, or be construed to be, a waiver of any later breach of the same or other Agreement provision.

(vii)         Severability.  If any provision or provisions of this Agreement are held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality, and unenforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any Agreement paragraphs containing any provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable), will not in any way be affected or impaired thereby, and (b) the provision or provisions held to be invalid, illegal, or unenforceable will be limited or modified in its or their application to the minimum extent necessary to avoid the invalidity, illegality, or unenforceability, and, as so limited or modified, the provision or provisions and the balance of this Agreement will be enforceable in accordance with their terms.

(viii)       Headings.  The Agreement headings are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

(ix)          Counterparts.  This Agreement and amendments to it will be in writing and may be executed in counterparts and by facsimile.  Each counterpart will be deemed an original, but both counterparts together will constitute one and the same instrument.

(x)           Reimbursement of Counsel Fees.   Company agrees to reimburse Executive for legal counsel fees incurred with respect to the formation of this Agreement, up to Ten Thousand Dollars ($10,000), upon receipt by the Company of documentation of such fees.

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(xi)          Entire Agreement, Amendment, Binding Effect.This Agreement, together with the Stock Grant Agreement and Warrant Instrument referenced in Paragraphs 2 and 3 hereof, constitute the entire agreement between the Parties concerning the subject matter in this Agreement.  No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it.  Any amendment to this Agreement must be signed by all parties to this Agreement.  This Agreement will be binding on and inure to the benefit of the Parties hereto and their respective successors, heirs, legal representatives, and permitted assigns (if any), except as agreed to by Executive in Paragraph 3.  This Agreement supersedes any prior agreements between Executive and IDT concerning the subject matter of this Agreement.

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

EXECUTIVE /s/ James A. Courter	IDT CORPORATION
James A. Courter	By:  Bill Pereira Its:  Chief Financial Officer

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EX-10.02

Exhibit 10.02

THIS WARRANT AND THE SHARES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAW. THE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY SHARES ISSUABLE ON EXERCISE HEREOF MAY BE TRANSFERRED, SOLD OR OFFERED FOR SALE, IN WHOLE OR IN PART, UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAW, (2) SUCH TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT AND PURSUANT TO QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAW OR EXEMPTION THEREFROM, OR (3) THERE IS AN OPINION OF COUNSEL SATISFACTORY TO IDT OR THE COMPANY, AS APPLICABLE, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID TRANSFER, SALE OR OFFER.

WARRANT TO PURCHASE COMMON STOCK

OF

GENIE ENERGY CORPORATION

EXERCISABLE COMMENCING ON OCTOBER 21, 2009 AND ENDING ON THE EXPIRATION DATE

By issuance of this Warrant  to purchase common stock of Genie Energy Corporation, a Delaware corporation (the “Company”), IDT Corporation, a Delaware corporation (“Grantor” or “IDT”), certifies, for value received, that James Courter (“Warrantholder”) is, subject to and in accordance with the terms and conditions herein set forth, the registered holder of a warrant to purchase up to one thousand (1,000) shares (as adjusted from time to time in accordance with this Warrant) (the “Warrant Shares”), of the Company’s common stock, $0.01 par value (“Common Stock”), with the exercise price (such exercise price per share as adjusted from time to time being referred to herein as the “Exercise Price”), determined as provided hereinafter to be paid in shares of Class B common stock, par value $0.01 per share, of IDT (“IDT Class B”) or any other shares of IDT or a successor entity into which Class B common stock shall be exchanged (“Stock Consideration”), at any time prior to the Expiration Date (as defined in Section 1) at the Grantor’s principal executive office, with the appropriate form of Notice of Exercise set forth herein, duly executed and by surrendering shares of Stock Consideration in payment of the full the Exercise Price, plus transfer taxes, if any, payable by Warrantholder in accordance with Section 5, in the manner set forth in Section 1.

1.           Exercise; Expiration and Termination.

1.1           Subject to adjustment pursuant to Section 3, the initial Exercise Price shall be 225.13 shares of IDT Class B per Warrant Share.

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1.2.           This Warrant may be exercised from time to time, in whole or in part, at the Grantor’s principal executive office from October 21, 2009 until 5:00 p.m., Eastern time, on October 21, 2014 (the “Expiration Date”), by delivering a duly completed and executed Notice of Exercise in the form attached hereto (indicating the number of the Warrant Shares to be purchased) and surrendering the applicable number of shares of Stock Consideration with a stock power therefor duly executed in blank, plus payment of transfer taxes, if any, payable by Warrantholder in accordance with Section 5.

1.3           Effective Date of Exercise.  This Warrant will be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above.  The person entitled to receive the shares of Common Stock issuable upon exercise of this Warrant will be treated for all purposes as the holder of record of such shares as of the close of business on the date the Warrantholder is deemed to have exercised this Warrant.

2.           Issuance of Share Certificates.  Upon surrender of this Warrant, delivery of a duly completed and executed form of Notice of Exercise, surrender of the applicable Stock Consideration along with a stock power therefor duly executed in blank, IDT shall execute a stock power transferring to the Warrantholder the appropriate number of Warrant Shares and request that the Company issue one or more certificates representing such Warrant Shares (“Share Certificates”) in the name of the tendering Warrantholder or its designee and deliver the Share Certificates to the tendering Warrantholder or its designee.  In case of any partial exercise of this Warrant, IDT will cancel this Warrant upon surrender hereof and will execute and deliver a new Warrant of like tenor and date for the balance of the Warrant Shares purchasable hereunder.  If the securities of the Company deliverable upon exercise of this Warrant have not been registered for resale under the 1933 Act, any Share Certificate delivered shall bear appropriate private placement legends thereon, including, without limitation, a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.”

3.           Adjustments to Exercise Price and Number of Warrant Shares.  The Exercise Price, the nature of the Stock Consideration and the number of Warrant Shares purchasable upon the exercise of this Warrant are subject to adjustment from time to time upon the occurrence of the events specified in this Section 3.

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3.1           Adjustments for Stock Splits and Combinations of the Warrant Shares.  If, while any portion of this Warrant is outstanding, the Company effects a subdivision of the outstanding Common Stock (or other securities issuable upon exercise hereof) the Exercise Price then in effect shall be proportionately decreased and the number of Warrant Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock.  Any adjustment under this Section 3.1 shall become effective as of the record date for such event and if such subdivision or combination is not consummated in full the Exercise Price and the number of Warrant Shares shall be readjusted accordingly.  For purposes of this Section 3.1, a stock dividend shall be considered a stock split.

3.2           Adjustment for Reclassification, Exchange and Substitution of the Warrant Shares. If the Warrant Shares issuable upon exercise of this Warrant are changed into the same or a different number of shares of the same or any other class or classes of stock, whether by reclassification or otherwise (other than a subdivision or combination of shares provided for in Section 3.1 or a capital reorganization, merger or consolidation provided for in Section 3.3), or if all or any portion of the class of securities then purchasable by this Warrant are redeemed or cease to exist, then and in any such event the Warrantholder shall have the right thereafter, upon exercise of this Warrant, to receive in lieu of Warrant Shares the kind and amount of stock and other securities or property receivable upon such reclassification or other change, in an amount equal to the amount that the Warrantholder would have been entitled to had this Warrant been exercised to such extent prior to such event, and the Exercise Price shall be proportionally adjusted, all subject to further adjustment as set forth herein.

3.3           Adjustment for Capital Reorganization, Merger or Consolidation involving the Company.  In case of any capital reorganization of the capital stock of the Company (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Company with or into another person or entity, or the sale of all or substantially all the assets of the Company then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision will be made so that the holder of this Warrant will thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the successor person or entity resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to

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receive in such reorganization, consolidation, merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 3.  The foregoing provisions of this Section 3.3 will similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other person or entity that are at the time receivable upon the exercise of this Warrant.  If the per-share consideration payable to the holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration will be determined reasonably and in good faith by IDT’s Board of Directors.  In all events, appropriate adjustment (as determined reasonably and in good faith by IDT’s Board of Directors) will be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after the transaction, to the end that the provisions of this Warrant will be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

3.4           Adjustments for Stock Splits and Combinations of the Stock Consideration.  If, while any portion of this Warrant is outstanding, IDT (or any successor in its capacity as Grantor) effects a subdivision of the outstanding class of securities then constituting the Stock Consideration, the Exercise Price then in effect shall be proportionately increased in proportion to such increase of such class of securities, and conversely, if, while this Warrant is outstanding, IDT (or any successor in its capacity as Grantor) combines the outstanding class of securities then constituting the Stock Consideration, the Exercise Price then in effect shall be proportionately decreased in proportion to such decrease in such class of securities.  Any adjustment under this Section 3.4 shall become effective as of the record date for such event and if such subdivision or combination is not consummated in full the Exercise Price shall be readjusted accordingly.  For purposes of this Section 3.4, a stock dividend shall be considered a stock split.

3.5           Adjustment for Capital Reorganization, Merger or Consolidation involving IDT.  In case of any capital reorganization of the capital stock of IDT (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of IDT with or into another person or entity, then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision will be made so that the holder of this Warrant will thereafter be entitled to exercise this Warrant by payment or surrender of those securities or other property received in consideration for the securities that constituted the Stock Consideration at the time of such event, the terms Stock Consideration and Exercise shall be appropriately adjusted, any other corresponding provisions hereof shall be similarly amended and the successor to IDT shall assume such obligation in connection with such transaction.  The foregoing provisions of this Section 3.5 will similarly apply to successive reorganizations, consolidations, mergers, sales and transfers.  In all events, appropriate adjustment will be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after the transaction, to the end that the provisions of this Warrant will be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant.

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3.6           Determination of Adjustment.  Any determination as to whether an adjustment is required to be made under Section 3 to (i) the Exercise Price in effect hereunder, (ii) the number of Warrant Shares issuable upon exercise of this Warrant, or (iii) as to the amount of any such adjustment described in clauses (i) or (ii) of this Section 3.6, shall be binding upon the Warrantholder and IDT if made in good faith by IDT’s Board of Directors.

4.           Mutilated or Missing Warrant.  If this Warrant shall be mutilated, lost, stolen or destroyed, IDT shall issue and deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the lost, stolen or destroyed Warrant, a new warrant of like tenor, but only upon receipt of evidence reasonably satisfactory to IDT of such loss, theft or destruction of this Warrant and an indemnity, if requested, reasonably satisfactory to IDT.  The applicant shall also comply with such other reasonable regulations and pay such other reasonable administrative charges as IDT may prescribe.

5.           Payment of Taxes.  IDT will pay all documentary stamp taxes attributable to the transfer of Common Stock upon the exercise of this Warrant; provided, however, that IDT shall not be required to pay any tax or other charges that may be payable in respect of any transfer involved in the transfer of any securities to, or delivery of any Share Certificates in a name other than that of the Warrantholder of record.

6.           Restrictions on Transfer.  By accepting this Warrant, Warrantholder acknowledges that Warrantholder has been advised by IDT that neither this Warrant nor any Common Stock which may be upon exercise hereof have been registered under the Securities Act, that the Warrant is being issued and the Common Stock may be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and that IDT’s and the Company’s reliance thereon is based in part upon representations made by Warrantholder.  Warrantholder acknowledges that Warrantholder has been informed by IDT of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities.

7.           No Rights as a Shareholder.  Nothing contained herein shall be construed as conferring upon the Warrantholder prior to exercise of this Warrant any rights whatsoever as a shareholder of the Company, including the right to vote, to receive dividends, to consent or to receive notices as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or any other matter.

8.           Notice.  Any notice or other communication hereunder must be given in writing and shall be deemed to have been given for all purposes (a) upon personal delivery, (b) one business day after being sent, when sent by professional overnight courier service from and to locations within the continental United States, or (c) five days after posting when sent by registered or certified mail (return receipt requested), addressed to IDT or the Warrantholder as follows:

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If to Warrantholder, addressed to:

_____________________________

_____________________________

_____________________________

Attn: _________________________

Facsimile No:  _________________

If to IDT, addressed to:

IDT Corporation

520 Broad Street

Newark, New Jersey

Attention: Legal Department

Facsimile No.: 973-596-0003

9.            Supplements and Amendments.  Neither this Warrant nor any term hereof may be changed or waived except pursuant to an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

10.         Successors.  All the representations, warranties, agreements, covenants and provisions of this Warrant by or for the benefit of IDT or the Warrantholder shall bind and inure to the benefit of their respective permitted successors and assigns hereunder.

11.         Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding any conflicts or choice of law rules or principles that might refer to the governance or construction of this Warrant by the law of another jurisdiction.  If any provisions of this Warrant shall be unenforceable or invalid, the same shall not affect the remaining provisions of this Warrant and, to this end, the provisions of this Warrant are intended to be and shall be severable.

12.         Jurisdiction and Venue. ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS WARRANT SHALL BE BROUGHT IN A COURT OF RECORD OF THE STATE OF NEW JERSEY IN THE COUNTY OF ESSEX.  THE PARTIES TO THIS WARRANT HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF THE STATE OF NEW JERSEY, AND SERVICE OF PROCESS MAY BE MADE UPON THE PARTIES TO THIS AGREEMENT BY MAILING A COPY OF THE SUMMONS AND ANY COMPLAINT TO SUCH PERSON, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SET FORTH FOR THE PROVISION OF NOTICE HEREIN.  BY ACCEPTANCE HEREOF, THE PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.

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13.           Benefits of This Warrant.  Nothing in this Warrant shall be construed to give to any person or entity other than IDT and the Warrantholder any legal or equitable right, remedy or claim under this Warrant; and this Warrant shall be for the sole and exclusive benefit of IDT and the Warrantholder.

14.           Invalidity of Provisions.  If any provision of this Warrant is or becomes invalid, illegal or unenforceable in any respect, such provision shall be deemed amended to the extent necessary to cause it to express the intent of the parties to the maximum possible extent and be valid, legal and enforceable.  The invalidity or deemed amendment of such provision shall not affect the validity, legality or enforceability of any other provision hereof.

15.           Section Headings.  The section headings contained in this Warrant are for  convenience only and shall be without substantive meaning or content.

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IN WITNESS WHEREOF, IDT has caused this Warrant to be duly executed as of the day and year first above written.

                                                      IDT CORPORATION

                                                      By:           /s/ Abilio Pereira                                       

                                                      Name:      Abilio Pereira                                            

                                                      Title:        CFO, IDT                                                  

ACCEPTED AND AGREED TO:

/s/James Courter                             

James Courter

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NOTICE OF EXERCISE

(To be executed upon exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, _____________ shares of Common Stock of Genie Energy Corporation, as provided for therein, and in payment of the Exercise Price thereof, hereby tenders and transfers ______________ shares of Class B common stock of IDT Corporation.

Please issue a certificate or certificates for such securities in the name of (please print name, address and social security number):

Name:                      ____________________________________

Address:                 ____________________________________

Warrantholder:

_____________________________________

Print name

_____________________________________                                                                           Executed as of ____________, ____.

Signature

(Signature must conform in all respects to name of holder as specified on the face of the Warrant tendered with this Notice of Exercise.)