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Sample Business Contracts

Deferred Stock Award Agreement - Comverse Technology Inc. and Raz Alon

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                            COMVERSE TECHNOLOGY, INC.
               2005 STOCK INCENTIVE COMPENSATION PLAN (THE "PLAN")

                         DEFERRED STOCK AWARD AGREEMENT





Capitalized terms used herein but not otherwise defined herein shall have the
meaning ascribed thereto in the Employment Agreement, dated July 14, 2006,
between Comverse Technology, Inc. and Raz Alon (the "Employment Agreement").

NAME OF GRANTEE:                Raz Alon ("Grantee")

DATE OF GRANT:                  July 14, 2006

TYPE OF AWARD:                  Deferred Stock Award (this "Award"), each unit
                                representing the right to receive on the terms
                                and conditions of this Agreement and the Plan a
                                share of Common Stock, $0.01 par value per share
                                ("Share"), of Comverse Technology, Inc. (the
                                "Company"), subject to adjustment thereto as
                                provided under this Agreement or at the election
                                of the Company a cash payment in lieu thereof.

TOTAL NUMBER OF DEFERRED        40,000 Deferred Stock Shares.
STOCK AWARDED:

VESTING AND                     This Award shall vest in accordance with Vesting
ACCELERATION OF                 Schedule A set forth below unless, with respect
AWARD:                          to the portion thereof vesting on a particular
                                vesting date, the Grantee's Continuous Service
                                (as defined in the Plan) with the Company, a
                                Subsidiary or a parent company has terminated
                                prior to such vesting date; provided, however,
                                that this Award shall vest in full on an
                                accelerated basis upon the first to occur of any
                                of the following events: (i) death of Grantee;
                                (ii) termination of Grantee's employment as
                                Chief Executive Officer during the Term of
                                Employment due to Disability; (iii) the
                                termination of Grantee's Continuous Service as a
                                director for any reason other than his voluntary
                                resignation or removal for cause under
                                applicable law; or (iv) the termination of
                                Grantee's Continuous Service as a director due
                                to his voluntary resignation in connection with
                                or within one (1) year after a Change of
                                Control; provided, further, however, that
                                without limiting the acceleration contemplated
                                by the immediately preceding proviso, this Award
                                shall vest in accordance with Vesting Schedule
                                B, if during the Term of Employment Grantee's
                                employment as Chief Executive Officer is
                                terminated (x) by the Company other than for
                                Cause or (y) by the Grantee for Good Reason
                                (each date on which this Award shall vest, by
                                acceleration or otherwise, a "Vesting Date").

                                              VESTING SCHEDULE A

                                    VESTING DATE          VESTING PERCENTAGE
                                -------------------    -------------------------
                                April 30, 2007                  80%
                                -------------------    -------------------------
                                April 30, 2008                  15%
                                -------------------    -------------------------
                                Third anniversary of
                                the Date of Grant               5%
                                -------------------    -------------------------

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                                              VESTING SCHEDULE B

                                    VESTING DATE          VESTING PERCENTAGE
                                -------------------    -------------------------
                                Termination of Term
                                of Employment                   25%
                                -------------------    -------------------------
                                April 30, 2007                  55%
                                -------------------    -------------------------
                                April 30, 2008                  15%
                                -------------------    -------------------------
                                Third anniversary of
                                the Date of Grant               5%


CHANGE IN CONTROL               A "Change in Control" shall occur upon:

                                (i) any person, entity or affiliated group
                                becoming the beneficial owner or owners of more
                                than fifty percent (50%) of the outstanding
                                equity securities of the Company, or otherwise
                                becoming entitled to vote shares representing
                                more than fifty percent (50%) of the undiluted
                                total voting power of the Company's
                                then-outstanding securities eligible to vote to
                                elect members of the Board (the "Voting
                                Securities");

                                (ii) a consolidation or merger (in one
                                transaction or a series of related transactions)
                                of the Company pursuant to which the holders of
                                the Company's equity securities immediately
                                prior to such transaction or series of related
                                transactions would not be the holders
                                immediately after such transaction or series of
                                related transactions of more than fifty percent
                                (50%) of the Voting Securities of the entity
                                surviving such transaction or series of related
                                transactions;

                                (iii) the sale, lease, exchange or other
                                transfer (in one transaction or a series of
                                related transactions) of all or substantially
                                all of the assets of the Company; or


                                (iv) a change in the composition of the Board
                                occurring within a one (1) year period, as a
                                result of which fewer than a majority of the
                                directors are Incumbent Directors.

                                "Incumbent Directors" will mean directors who
                                either (A) are members of the Board as of the
                                Effective Date, or (B) are elected or nominated
                                for election to the Board with the affirmative
                                votes of at least a majority of the Board at the
                                time of such election or nomination.

SETTLEMENT OF AWARD:            Shares in settlement of this Award (or, at the
                                Company's election, cash in lieu of delivery of
                                shares based on the fair market value thereof on
                                the Settlement Date (as defined below)) shall be
                                delivered to Grantee on the Settlement Date.

                                "Settlement Date" means (i) with respect to any
                                portion of this Award vesting on or before April
                                30, 2007, the earlier of (A) one business day
                                after the first date during 2008 on which the
                                Shares in settlement of this Award are
                                registered pursuant to a registration statement
                                on Form S-8 or any successor form under the
                                Securities Act of 1933, as amended, and no
                                restrictions under applicable law apply to the
                                resale of such Shares following such
                                registration and (B) December 31, 2008, and (ii)
                                with respect to any portion of



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                                this Award vesting after April 30, 2007, the
                                applicable Vesting Date.


DIVIDEND EQUIVALENT RIGHTS      NONE.

TRANSFER RESTRICTIONS           Shares issued in settlement of this Award shall
                                not be subject to any additional transfer
                                restrictions.

REGISTRATION OF SHARES          The Company shall use reasonable best efforts to
                                register under the Securities Act a sufficient
                                number shares of Common Stock to permit delivery
                                to Grantee of all Shares that may be acquired by
                                Grantee upon the settlement of the Deferred
                                Stock Award; provided, however, that the Company
                                shall only be so required to register the Shares
                                on Form S-8 under the Securities Act (or any
                                successor form) and, provided, further, that the
                                Company shall not be required to file a resale
                                prospectus with respect to such Shares to the
                                extent such Shares may be resold pursuant to an
                                exemption from the registration requirements of
                                the Securities Act.

MODIFICATIONS TO
COMPLY WITH                     To the extent applicable, this Agreement shall
SECTION 409A.                   be interpreted in accordance with Section 409A
                                of Code and Department of Treasury regulations
                                and other interpretive guidance issued
                                thereunder, including without limitation any
                                such regulations or guidance that may be issued
                                after the date on which a Deferred Stock Award
                                is granted. Without limiting the authority of
                                the Committee under the terms of the Plan to
                                make modifications to the Deferred Stock Award
                                by reason of changes in law or circumstances
                                that would result in any substantial dilution or
                                enlargement of the rights granted to, or
                                available for, Grantee in respect of a Deferred
                                Stock Award or otherwise as a participant in the
                                Plan or which otherwise warrants equitable
                                adjustment to the terms and conditions of the
                                Deferred Stock Award because such event
                                interferes with the operation of the Plan, and
                                notwithstanding any provision of this Agreement
                                to the contrary, in the event that the Committee
                                or an authorized officer of the Company
                                determines that any amounts will be immediately
                                taxable to the Grantee under Section 409A of the
                                Code and related Department of Treasury guidance
                                (or subject the Grantee to a penalty tax) in
                                connection with the grant or vesting of the
                                Deferred Stock Award or any other provision of
                                this Agreement or this or the Plan, the Company
                                may (a) adopt such amendments to the Deferred
                                Stock Award, including amendments to this
                                Agreement (having prospective or retroactive
                                effect), that the Committee or authorized
                                officer determines to be necessary or
                                appropriate to preserve the intended tax
                                treatment of the Deferred Stock Award and/or (b)
                                take such other actions as the Committee or
                                authorized officer determines to be necessary or
                                appropriate to comply with the requirements of
                                Section 409A of the Code and related Department
                                of Treasury guidance, including such Department
                                of Treasury guidance and other interpretive
                                materials as may be issued after the date on
                                which such Deferred Stock Award was awarded.


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<PAGE>



By signing your name below, you acknowledge and agree that this Award is
governed by the terms and conditions of the Comverse Technology, Inc. 2005 Stock
Incentive Compensation Plan and this Agreement ("Agreement").


GRANTEE:                                     COMVERSE TECHNOLOGY, INC.



 /s/  Raz Alon                               By:   /s/ Avi T. Aronovitz
----------------------------                     -------------------------------

Raz Alon                                     Name: Avi T. Aronovitz

                                             Title: Interim Chief Financial
                                                    Officer, Vice President of
                                                    Finance and Treasurer