Exhibit 10.22
Employment Agreement
EMPLOYMENT AGREEMENT (this "Agreement") dated as of 10/28, 1996, by
and between IDT Corporation, a Delaware Corporation (the "Company") and Hal
Brecher (the "Employee").
WHEREAS, in recognition of the Employee's experience and abilities,
the Company desires to assure itself of the employment of the Employee in
accordance with the terms and conditions provided herein; and
WHEREAS, the Employee wishes to perform services for the Company in
accordance with the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to employ the Employee and
the Employee hereby agrees to perform services for the Company, on the terms and
conditions set forth herein.
2. Term. This Agreement is for the 3 (three) year period (the
"term") commencing as of the date hereof, and terminating on the anniversary of
such date, or upon the Employee's earlier death, disability, or other
termination of employment pursuant to section 7 hereof.
3. Position. During the Term, the Employee shall serve as Executive
Vice President of Operations. The Employee shall report directly to Howard
Balter, COO of the Company.
4. Compensation and Related Matters.
(a) Annual Base Salary. The Company shall pay to the
Employee an aggregate annual base salary at a rate not
less than $160,000 and a salary increase of no less than
15% per annum and it shall not thereafter be decreased
during the Term. Subject to reviews at the 6, 12, 24 and
36 month anniversaries of this agreement, employee will
receive bonuses between 10-25k.
(b) Benefits. During the Term, the Employee shall be
entitled to participate in those incentive plans,
programs, and arrangements which are available to other
employees of the Company of comparable status and with
comparable responsibilities (the "benefit plans"). The
Employee shall be provided benefits under the benefit
plans substantially equivalent to the benefits provided
to other employees of the Company
of comparable status and with comparable
responsibilities. This shall include health, dental and
disability insurance, as well as $400.00 per month for
car lease. In addition, IDT will reimburse the Employee
for car insurance payments, tolls, and gas to and from
work. The employee will receive three weeks paid
vacation, with an extra week for each year at the
Company, not to exceed five weeks. Paid vacation days
referred to above are in addition to Jewish or National
Holidays.
(c) Stock Options. The employee will receive an option plan
which consists of 75k options at $10, vesting over the
three year term of this agreement. Put options are set
for $1 per share of the vested options on each
anniversary of employment. (See stock option agreement.)
(d) Pension and Retirement. During the Term, the Employee
shall be eligible to participate in the pension and
retirement plans provided to other employees of the
Company of comparable status and with comparable
responsibilities.
5. Termination. The Employee's employment hereunder may be
terminated without breach of this Agreement as determined by the Executives of
this Company or by the Employee for any reason, provided that:
(a) Death and Disability. The Employee's compensation and
benefits shall not be terminated until 6 months after
death or incapacity.
(b) Severance. Upon termination of employment for reasons
other than death or disability, the Company will
continue the employee's salary and benefits for three
months. In addition, 12,500 of the employee's non-vested
options will become vested (See Stock Option agreement).
(c) Notice of Termination. Any termination of the Employee's
employment by the Company or by the Employee (other than
termination under section 7 (a) hereof) shall be
communicated by written Notice of Termination to the
other party in accordance with Section 8 hereof.
6. Non-Disclosure. The parties hereto agree, recognize and
acknowledge that during the Term the Employee shall obtain knowledge of
confidential affairs of the Company. It is therefore agreed that the Employee
will respect and protect the confidentiality of all information pertaining to
the Company, and will not, without the prior written consent of the Company,
disclose in any fashion such confidential information to any person at any time
during the Term unless such disclosure is required in the course of the
Employee's employment hereunder or by applicable law, rules, regulations or
court, governmental or regulatory authority order or decree.
7. Covenant not to Compete. See separate non-compete agreement for
details.
8. Notice. For the purposes of this Agreement, notices, demands, and
all other communications provided for in this Agreement shall be in writing.
9. Validity. The invalidity or unenforceability of any provision of
this agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
10. IN WITNESS THEREOF, the parties have executed this agreement as
of the date and first above written.
IDT Corporation Employee
By: /s/ Howard Balter /s/ Hal Brecher
------------------------------ ----------------------
Name: Howard Balter
----------------------------
Title: COO
----------------------------