Sample Business Contracts

Employment Agreement - Comverse Technology Inc. and David Kreinberg

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. David Kreinberg
c/o Comverse Technology, Inc.
909 Third Avenue
New York, NY 10022

Dear Mr. Kreinberg,

           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/ David Kreinberg
David Kreinberg

                                                                       EXHIBIT A

                          TERMS OF EMPLOYMENT AGREEMENT


                            COMVERSE TECHNOLOGY, INC.


                                 DAVID KREINBERG

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, 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 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

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                         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 (the "Special Committee") and its
                                 designees related to the Special Committee's
                                 investigation; provided, that the Employee is
                                 permitted to seek other full-time employment as
                                 long as such employment does not violate his
                                 obligations under Section 9 of this Agreement,
                                 and Employee's availability and cooperation
                                 shall not unreasonably interfere with such
                                 other employment.

                                 (b) The Employee shall have no authority to (i)
                                 sign any document in the name of or on behalf
                                 of the Company or to otherwise bind the Company
                                 in any way; or (ii) 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 affiliates).

8. Office and System Access      The Employee shall only be permitted to utilize
                                 any of the Company's premises or have access to
                                 any of the Company's records or systems
                                 (including financial and accounting systems),
                                 to the extent expressly approved by the Special
                                 Committee. The Employee shall have continued
                                 use of his cell phone, email, office phone
                                 number and voicemail, as such were provided by
                                 the Company prior to the date hereof.

9. Non-Disclosure and
   Non-Competition               The Employee shall be subject to Sections 5
                                 (Confidential Information), 10 (Restrictive
                                 Covenant) and 11 (Damages - Injunctive Relief)
                                 of the Employment, Non-Disclosure and
                                 Non-Competition Agreement, dated August 19,
                                 2004, by and between the Company and the
                                 Employee, a copy of which is filed as Exhibit
                                 10.1 to the Company's Quarterly Report on Form
                                 10-Q for the fiscal quarter ended July 31,
                                 2004. Solely for the purposes of such Section
                                 10, the Employee's employment shall be deemed
                                 to have terminated on the date hereof.

10. 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 19, 2003,
                                 between the Company and the Employee and (ii)
                                 any such agreements relating to insurance
                                 policies. Subject to Section 11 below, Sections
                                 3(a), 3(c) and 4 shall survive the termination
                                 of this Agreement.

11. 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.

12. 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