Deferred Stock Award Agreement - Comverse Technology Inc. and Paul Robinson
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 13, 2006,
between Comverse Technology, Inc. and Paul Robinson (the "Employment
Agreement").
NAME OF GRANTEE: Paul Robinson ("Grantee")
DATE OF GRANT: July 13, 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 40,000 Deferred Stock Shares.
DEFERRED STOCK AWARDED:
VESTING AND ACCELERATION This Award shall vest in accordance with the
OF AWARD: vesting schedule set forth below unless, with
respect 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 on
an accelerated basis, with respect to all shares
of deferred stock awarded to the Grantee upon
the first to occur of any of the following
events: (i) death or termination due to
Disability of Grantee; and (ii) the termination
of the Term of Employment either by the Company
for any reason other than Cause or by Grantee
for Good Reason (each date on which this Award
shall vest, by acceleration or otherwise, a
"Vesting Date").
VESTING DATE VESTING PERCENTAGE
------------------- -------------------------
May 31, 2007 25%
------------------- -------------------------
May 31, 2008 25%
------------------- -------------------------
May 31, 2009 25%
------------------- -------------------------
May 31, 2010 25%
------------------- -------------------------
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 May
31, 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 this Award
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vesting after May 31, 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.
Nothing contained in this Deferred Stock Award
Agreement shall limit or impair the rights of
Grantee under Section 28 of the Employment
Agreement.
2
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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/ Paul Robinson By: /s/ Raz Alon
--------------------------- ---------------------------
Paul Robinson Name: Raz Alon
Title: Chief Executive Officer