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