Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) On September 30, 2020, the Compensation Committee of the Board of Directors (the "Board") of IDT Corporation (the "Registrant") approved a compensatory arrangement with Howard S. Jonas, the Registrant's Chairman of the Board, and Shmuel Jonas, the Registrant's Chief Executive Officer, subject to finalization of the terms of the grants, documentation and approval of the Corporate Governance Committee of the Board. The arrangement would provide for grants to each of Howard Jonas and Shmuel Jonas of restricted equity interests in an entity that will operate the Unified Communications as a Service business of the Registrant's net2phone segment, consisting of a unified cloud-based communications service for businesses in North America and South America and certain other international markets (the "Business Unit"). The restricted equity will vest only on the satisfaction of both a doubling of the quarterly revenue run rate and achieving a value for the Business Unit of $100 million or more. The restricted equity would entitle the grantees to proceeds only on a sale, spin-off, initial public offering or other monetization of the Business Unit and have certain protection from dilution.


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