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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

As disclosed on Form 8-K filed with the Securities and Exchange Commission on October 2, 2020, the Compensation Committee (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.

On December 31, 2020, the compensatory arrangement was finalized and each of Howard Jonas and Shmuel Jonas received fifty (50) restricted shares of net2phone 2.0, Inc. ("net2phone 2.0") Class B common stock which represents five percent (5%) of the outstanding common stock of net2phone 2.0 on the date hereof. net2phone 2.0 is a new entity that will own and operate the Registrant's net2phone-Unified Communications as a Service segment. The restricted shares will vest if: (i) for any fiscal quarter of net2phone 2.0 between November 1, 2020 and October 31, 2023, net2phone 2.0 records subscription revenue that is at least $18 million (the "Revenue Condition"), and (ii) as of October 31, 2023, the valuation of net2phone 2.0 is $100 million or more as determined by independent sources or other method approved by the Compensation Committee. The Restricted Shares will also vest in the event, prior to October 31, 2023, net2phone 2.0 or its assets is sold at an equity valuation and on a cash-free basis of $100 million or more, regardless of whether the Revenue Condition has been satisfied prior thereto. The restricted shares entitles each grantee to proceeds only on a sale, spin-off, initial public offering or other monetization of net2phone 2.0 and have protection from dilution for the first $15 million invested in net2phone 2.0 following grant.


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