Sample Business Contracts

Employment Agreement - Comverse Technology Inc. and William F. Sorin

Employment Forms

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  • 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. William F. Sorin
c/o Comverse Technology, Inc.
909 Third Avenue
New York, NY 10022

Dear Mr. Sorin,

           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/ William F. Sorin
William F. Sorin

                                                                       EXHIBIT A

                          TERMS OF EMPLOYMENT AGREEMENT


                            COMVERSE TECHNOLOGY, INC.


                                WILLIAM F. SORIN

1. Compensation                  None. In consideration of the terms set forth
                                 below, the Employee agrees to be employed as
                                 set forth herein.

2. Benefits                      During the Employment Term (as defined below),
                                 the Company will continue to provide the
                                 Employee with 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. and any or all
                                 other subsidiaries or affiliates of the Company
                                 if, as and when requested by the Company.

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

                                 (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

9. Non-Disclosure and
   Non-Competition               The Employee agrees to be bound by the
                                 non-disclosure and non-competition provisions
                                 historically applicable to senior executives of
                                 the Company.

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 20, 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