Sample Business Contracts

Employment Agreement - Comverse Technology Inc. and Kobi Alexander

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                            Comverse Technology, Inc.
                                909 Third Avenue
                               New York, NY 10022

                                                                  April 28, 2006

Mr. Kobi Alexander
c/o Comverse Technology, Inc.
909 Third Avenue
New York, NY 10022

Dear Mr. Alexander,

           Comverse Technology, Inc. (the "Company") and you (the "Employee")
hereby agree to the terms and conditions set forth in Exhibit A hereto. This
letter agreement (together with Exhibit A hereto, the "Agreement") represents
the entire agreement of the parties with respect to the subject matter hereof.
This Agreement shall be binding upon the parties and their respective successors
and permitted assigns. This Agreement may be amended or modified only by a
written instrument signed by all the parties hereto and may not be assigned by
any party without the express written consent of the other party and any
purported assignment without such consent shall be void ab initio. The judgment
by any court of law that any provision of this Agreement is unenforceable shall
not affect the validity of the remaining provisions. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of laws. This Agreement may be executed
in two or more counterparts, all of which shall be considered one and the same

           If the foregoing is consistent with your understanding and is
acceptable to you, please execute one copy of this Agreement and return it to us
whereupon this Agreement shall become a binding agreement between us.

                                           Very truly yours,

                                           COMVERSE TECHNOLOGY, INC.

                                           /s/ Paul L. Robinson
                                           Paul L. Robinson
                                           General Counsel and V.P.-Legal

Agreed, acknowledged and accepted
as of the 28th day of April, 2006.

/s/ Kobi Alexander
Kobi Alexander

                                                                       EXHIBIT A

                          TERMS OF EMPLOYMENT AGREEMENT


                            COMVERSE TECHNOLOGY, INC.


                                 KOBI ALEXANDER

1. Annual Compensation           For services hereunder, the Company shall pay
                                 the Employee $25,000 per annum, payable in
                                 accordance with applicable payroll practices of
                                 the Company.

2. Benefits                      During the Employment Term (as defined below),
                                 the Company will continue to provide the
                                 Employee with (i) a Company car for his
                                 personal use and supplemental medical benefits,
                                 on the same terms as currently applicable to
                                 the Employee, and (ii) the right to participate
                                 in the insurance, 401(k) and other benefit
                                 plans or arrangements of the Company under the
                                 same terms and conditions applicable to
                                 employees generally; provided, however, that
                                 during the Employment Term the Employee shall
                                 not be entitled to receive any stock options,
                                 restricted stock, stock appreciation rights or
                                 any equity or other incentive compensation
                                 under any plan or other arrangement of the

3. Equity Compensation           (a) During the Employment Term, no previously
                                 granted stock options, restricted stock, stock
                                 appreciation rights, or other equity
                                 compensation shall vest in whole or in part for
                                 any reason. The Employment Term shall never
                                 count toward vesting of any stock options,
                                 restricted stock, stock appreciation rights or
                                 other equity compensation.

                                 (b) During the Employment Term, the Employee
                                 shall not exercise or transfer any outstanding
                                 Company stock options.

                                 (c) The Employee's outstanding Company stock
                                 options shall terminate upon the later to occur
                                 of (i) the expiration of the first
                                 30-consecutive calendar day period during which
                                 the Employee is permitted by the Company to

                                 exercise such options on every day during such
                                 period and (ii) December 31, 2006; provided,
                                 however, that (x) in each case, such extension
                                 of the exercise period may not extend beyond 10
                                 years from the original date of grant of the
                                 Employee's stock options and (y) the foregoing
                                 shall be subject to and not in derogration of
                                 any claims or defenses of the parties arising
                                 out of or relating to such stock options.

4. Resignation                   The Employee hereby resigns from his positions
                                 as an officer and director of the Company. In
                                 addition, the Employee agrees to resign as a
                                 director of Verint Systems, Inc., Ulticom,
                                 Inc., and any or all other subsidiaries or
                                 affiliates of the Company if, as and when
                                 requested by the Company (unless, prior to the
                                 date of such request, the Employee has already
                                 resigned from such position, as applicable).

5. Term and Termination          The term of this Agreement shall be six months;
                                 provided, however, that either party may
                                 terminate this Agreement by providing the other
                                 party with no less than 10 days' prior written
                                 notice. (The period of time commencing with the
                                 date hereof and ending upon the date of
                                 termination of this Agreement is referred to as
                                 the "Employment Term.")

6. Title                         Senior Advisor.

7. Responsibilities              (a) The Employee shall make himself reasonably
                                 available to, cooperate with, and provide
                                 information reasonably requested by, the
                                 Special Committee of the Board of Directors of
                                 the Company and its designees.

                                 (b) The Employee shall have no authority to
                                 speak or otherwise communicate in the name and
                                 on behalf of the Company to the press or any
                                 other third party (including employees of the
                                 Company or any of its subsidiaries or

8. Non-Competition               (a) For and in consideration of the
                                 compensation to be paid by the Company pursuant
                                 to the terms hereof, and in recognition of the
                                 fact that the Employee has and will perform
                                 valuable services to the Company, the Employee
                                 covenants and agrees that he will not, at any
                                 time during the Employment Term, and for a

                                 period of eighteen (18) months thereafter
                                 (which will be extended by the duration of any
                                 period of time which a court of competent
                                 jurisdiction determines, whether on a
                                 preliminary or final basis, that a breach of
                                 this Section 8 has actually or likely
                                 occurred), directly or indirectly, as an
                                 employee, employer, consultant, agent,
                                 principal, partner, manager, stockholder,
                                 officer, director, or in any other individual
                                 or representative capacity engage or
                                 participate in any business or in any activity
                                 related to the development, sale, production,
                                 manufacturing, marketing or distribution of
                                 products or services which are in competition
                                 with products or services which the Company or
                                 any of its subsidiaries produces, sells,
                                 manufactures, markets, distributes or has
                                 interest in, in any state or foreign country in
                                 which the Company or any of its subsidiaries
                                 then conducts business or reasonably has plans
                                 to conduct business. The Employee agrees to
                                 place all subsequent employers on notice of the
                                 terms and conditions stated in this Section 8.
                                 The Employee further agrees that during the
                                 Employment Term and for a period of twenty-four
                                 (24) months thereafter (which will be extended
                                 by the duration of any period of time which a
                                 court of competent jurisdiction determines,
                                 whether on a preliminary or final basis, that a
                                 breach of this Section 8 has actually or likely
                                 occurred), the Employee shall not, directly or
                                 indirectly, induce, attempt to induce, or aid
                                 others in inducing, any then-current employee
                                 of the Company or anyone who was employed or
                                 otherwise engaged by the Company at any time
                                 during the twelve (12) months preceding such
                                 inducement to accept employment or affiliation
                                 with another person or entity engaging in such
                                 business or activity of which the Employee is
                                 an employee, owner, partner or consultant. The
                                 Employee shall not for a period of twenty-four
                                 (24) months after the termination of the
                                 Employment Term (which will be extended by the
                                 duration of any period of time which a court of
                                 competent jurisdiction determines, whether on a
                                 preliminary or final basis, that a breach has
                                 actually or likely occurred) solicit any
                                 Customer to do business with any person or
                                 entity (other than the Company) that is
                                 competing with the Company's products or to
                                 reduce or end its relationship with the

                                 Company. For purposes of this paragraph,
                                 "Customer" shall mean any person or entity that
                                 provided consideration to the Company in
                                 exchange for products or services, and any
                                 person or entity to which the Company has met
                                 with regarding a business relationship, in the
                                 twelve (12) month period immediately preceding
                                 the termination of the Employment Term.

                                 (b) The Company and the Employee agree that the
                                 duration and geographic scope of the
                                 restrictions set forth in this Section 8 are
                                 reasonable. In the event that any court of
                                 competent jurisdiction determines that the
                                 duration or the geographic scope, or both, are
                                 unreasonable and that such provision is to that
                                 extent unenforceable, the Company and the
                                 Employee hereto agree that the provision shall
                                 remain in full force and effect for the
                                 greatest time period and in the greatest area
                                 that would not render it unenforceable. The
                                 Company and the Employee intend that this
                                 provision shall be deemed to be a series of
                                 separate covenants, one for each and every
                                 county of each and every state of the United
                                 States of America and each and every political
                                 subdivision of each and every country outside
                                 the United States of America where this
                                 provision is intended to be effective.

                                 (c) Notwithstanding the foregoing, nothing
                                 contained in this Agreement shall prevent the
                                 Employee from being an investor in securities
                                 of a competitor listed on a national securities
                                 exchange or actively traded over-the-counter so
                                 long as such investments are in amounts not
                                 significant as compared to his total
                                 investments and not more than one percent (1%)
                                 of the outstanding securities of the issuer of
                                 the same class or issue of the specific
                                 securities involved.

                                 (d) The Employee acknowledges that his services
                                 to the Company are of a unique character, which
                                 gives them a special value to the Company. In
                                 the event of a breach or threatened breach by
                                 the Employee of any of the provisions of
                                 Section 8 of this Agreement, in addition to any
                                 other remedy which the Company may have at law
                                 or in equity, including the right to withhold
                                 any payment of compensation under this
                                 Agreement, the Company shall be entitled to
                                 temporary and/or permanent injunctions, without
                                 posting bond, in order to prevent or restrain
                                 any such breach by the Employee or by the
                                 Employee's partners, agents, representatives,
                                 servants, employers and employees. Said
                                 remedies shall be in addition to, and not in
                                 limitation of, any other rights or remedies to
                                 which the Company is or may be entitled at law,
                                 in equity, or under this Agreement.

9. Effect of Agreement;
   Survival                      Until the end of the Employment Term, the
                                 provisions of this Agreement shall govern and
                                 supersede any prior agreement, understanding or
                                 arrangement between the Company and the
                                 Employee other than (i) the Indemnity
                                 Agreement, dated as of November 20, 2003,
                                 between the Company and the Employee and (ii)
                                 any such agreements relating to insurance
                                 policies. Subject to Section 10 below, Sections
                                 3(a), 3(c) and 4 shall survive the termination
                                 of this Agreement.

10. Reservation of Rights        Neither of the parties shall be deemed to have
                                 waived any rights, defenses or remedies which
                                 they may have against the other, whether
                                 contractual, legal, equitable, or otherwise,
                                 and nothing in this Agreement shall be
                                 construed as limiting any such rights, defenses
                                 or remedies.

11. Notice                       All notices and other communications called for
                                 under this Agreement shall be in writing and
                                 will be deemed given (a) on the date of
                                 delivery if delivered personally, (b) one day
                                 after being sent by a well established
                                 commercial overnight service or (c) four days
                                 after being mailed by registered or certified
                                 mail, return receipt requested, prepaid and
                                 addressed as follows: if to the Company, at the
                                 address set forth above in this Agreement, and
                                 if to the Employee, to the Employee's current
                                 address as set forth in the Company's personnel

12. Board Meeting                The Employee hereby waives notice of the
                                 meeting of the Board of Directors of the
                                 Company held on the date of this Agreement.