EXHIBIT 10.1
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Comverse Technology, Inc
June 28, 2007
Xxxx Xxxxxxxx
Comverse Technology, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xxxx:
On behalf of Comverse Technology, Inc. (the "Company"), we wish to
thank you for your years of dedicated service. This letter will govern the terms
and conditions of your separation from service with the Company. We hereby agree
as follows:
1. Your service as an officer and employee of the Company shall
terminate at the close of business on June 29, 2007 (the "Separation Date"). On
or before the Separation Date, the Company shall provide you with a copy of the
Form 8-K disclosure that it will file describing the terms of your separation.
2. You will resign from the Boards of Directors of Verint Systems
Inc. and Ulticom, Inc., and any other subsidiary boards of directors or
committees thereof, effective on the Separation Date.
3. You will return all Company property to the Company on the
Separation Date, including, without limitation, all Company automobiles,
computers, telephones, blackberry devices, and all forms of confidential
information related to the business of the Company; provided that you may retain
as personal property (i) the Company purchased Motorola RAZR cellular phone
handset and (ii) the iMac home computer provided to you by the Company;
provided, further, that you agree to remove and delete all confidential
information from or related to the Company and its affiliates from such handset
and iMac computer.
4. For a period of up to 30 days following the Separation Date
(i.e., until July 29, 2007) and upon reasonable notice from the Company, you
will provide, without additional compensation, transition services as outlined
on Exhibit A hereto during such regular business hours as may be reasonably
requested by the Company. The Company agrees to reimburse you for reasonable
expenses incurred by you in connection with the provision of such services.
5. You will execute and deliver to the Company a release, in the
form of Exhibit B hereto, in accordance with the terms thereof.
6. In respect of your separation, you will be entitled to the
payments and benefits from the Company and its subsidiaries as set forth on
Exhibit C hereto. The payments and benefits set forth on Exhibit C shall be the
sole and exclusive compensation to which you will be entitled in respect of your
service with the Company and its subsidiaries or termination thereof.
7. Until such time as the Company discloses information about
your separation from service to the public, the Company will not disclose such
separation or the terms thereof to anyone, other than to members of the Board of
Directors of the Company, members of the Boards of Directors of Verint Systems
Inc., Ulticom, Inc. and other Company subsidiaries, employees of the Company,
Verint Systems Inc., Ulticom Inc. and other Company subsidiaries, and/or outside
Xxxx Xxxxxxxx
June 28, 2007
Page 2
legal counsel to the Company, Verint Systems Inc., Ulticom Inc. and other
Company subsidiaries, provided, in each case, that such individuals are
instructed to maintain confidentiality. Until such time as the Company discloses
information about your separation from service to the public, unless otherwise
agreed, you will not disclose such separation or the terms thereof to anyone,
other than to your immediate family and your legal and financial advisors,
provided, in each case, that such individuals are instructed to maintain
confidentiality.
8. To address the fact that certain of your stock options may
terminate before the Company's current prohibition on the exercise of stock
options (the "Restricted Period") has expired (i.e., when the Company is in
compliance with its reporting obligations under the federal securities laws),
the Company confirms that, in accordance with the terms of the applicable stock
option plans and in the same manner applicable to employees in general, the
period during which you may exercise any of your stock options that would
otherwise expire during the Restricted Period has been extended until the later
to occur of (i) 90 days after the Separation Date and (ii) 30 days after the
Restricted Period has expired. However, such extension of the exercise period
will not extend the term of any such options beyond the expiration date that
otherwise would have applied if you had remained an employee. The Company will
provide written notice to you when option exercises can resume in the same
manner as it provides such notice to other former employee option holders,
provided that you provide the Company with timely contact information.
This letter shall amend your Employment Agreement with the Company,
dated as of July 13, 2006, as amended (the "Employment Agreement"), in
accordance with Section 17 of the Employment Agreement. This letter and such
Employment Agreement shall constitute the entire agreement between the parties
and shall supersede the provisions of all other prior agreements expressly
concerning the subject matter herein and in the Employment Agreement.
Sincerely,
COMVERSE TECHNOLOGY, INC.
By: /s/ Xxxxx Xxxxx
-------------------------
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
and President
Accepted and agreed to:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
Date signed: June 28, 2007
EXHIBIT A
1. Discuss with members of the Company's management any or all
matters relating to the Company's business as may be requested.
2. Provide a current list of all pending or threatened litigation
against or related to the Company or any of its affiliates of which you are
aware, including descriptions as to the nature of the claims, procedural status,
reporting on previously prepared case analyses, parties, contact information for
counsel to the Company, and other relevant persons within or outside of the
Company and such other information as you believe will assist the Company in
defending or prosecuting the same.
3. Provide a list of any potential claims that you believe might
be asserted against or related to the Company or any of its affiliates with
respect to employment, intellectual property, contractual or other matters.
4. Meet with internal and external counsel to discuss the matters
described in items 2 and 3 above.
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EXHIBIT B
RELEASE
This RELEASE ("Release") dated as of June 28, 2007 between Comverse
Technology, Inc., a New York corporation (the "Company"), and Xxxx Xxxxxxxx (the
"Executive").
WHEREAS, the Company and the Executive previously entered into an
employment agreement dated July 13 2006, as amended by amendments dated November
21, 2006 and April 27, 2007 (the "Employment Agreement"); and
WHEREAS, the Executive's employment with the Company has terminated
effective June 29, 2007; and
WHEREAS, pursuant to the letter agreement dated June 28, 2007, which
amends the Employment Agreement, the Executive is entitled to certain
compensation and benefits upon such termination, contingent upon the execution
of this Release;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein and in the Employment Agreement, as amended by letter
agreement, dated June 28, 2007, between the Company and the Executive, the
Company and the Executive agree as follows:
1. The Executive, on his own behalf and on behalf of his heirs, estate and
beneficiaries, does hereby release the Company, and in such capacities, any of
its subsidiaries or affiliates, and each past or present officer, director,
agent, employee, shareholder, and insurer of any such entities, from any and all
claims made, to be made, or which might have been made of whatever nature,
whether known or unknown, from the beginning of time, including those that arose
as a consequence of his employment with the Company, or arising out of the
severance of such employment relationship, or arising out of any act committed
or omitted during or after the existence of such employment relationship, all up
through and including the date on which this Release is executed, including, but
not limited to, those which were, could have been or could be the subject of an
administrative or judicial proceeding filed by the Executive or on his behalf
under federal, state or local law, whether by statute, regulation, in contract
or tort, and including, but not limited to, every claim for front pay, back pay,
wages, bonus, fringe benefit, any form of discrimination (including but not
limited to, every claim of race, color, sex, religion, national origin,
disability or age discrimination), wrongful termination, emotional distress,
pain and suffering, breach of contract, compensatory or punitive damages,
interest, attorney's fees, reinstatement or reemployment. If any arbitrator or
court rules that such waiver of rights to file, or have filed on his behalf, any
administrative or judicial charges or complaints is ineffective, the Executive
agrees not to seek or accept any money damages or any other relief upon the
filing of any such administrative or judicial charges or complaints. The
Executive relinquishes any right to future employment with the Company and the
Company shall have the right to refuse to re-employ the Executive, in each case
without liability of the Executive or the Company. The Executive acknowledges
and agrees that even though claims and facts in addition to those now known or
believed by him to exist may subsequently be discovered, it is his intention to
fully settle and release all claims he may have against the Company and the
persons and entities described above, whether known, unknown or suspected.
2. The Company and the Executive acknowledge and agree that the release
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contained in Paragraph 1 does not, and shall not be construed to, release or
limit the scope of any existing obligation of the Company and/or any of its
subsidiaries or affiliates (i) to indemnify the Executive for his acts as an
officer or director of Company in accordance with the bylaws of Company, the
Indemnification Agreement (as referred to in Section 13 of the Employment
Agreement), and/or other agreements, insurance policies or the law or (ii) to
the Executive and his eligible, participating dependents or beneficiaries under
any existing group welfare, equity, or retirement plan of the Company in which
the Executive and/or such dependents are participants.
3. The Executive acknowledges that he has been provided at least 21 days to
review the Release and has been advised to review it with an attorney of his
choice. In the event the Executive elects to sign this Release prior to this 21
day period, he agrees that it is a knowing and voluntary waiver of his right to
wait the full 21 days. The Executive further understand that he has 7 days after
the signing hereof to revoke it by so notifying the Company in writing, such
notice to be received by the Chief Executive Officer of the Company within the 7
day period. The Executive further acknowledge that he has carefully read this
Release, knows and understands its contents and its binding legal effect. The
Executive acknowledge that by signing this Release, he does so of his own free
will and act and that it is his intention that he be legally bound by its terms.
IN WITNESS WHEREOF, the parties have executed this Release on the date
first above written.
COMVERSE TECHNOLOGY, INC.
By: /s/ Xxxxxxx X. Xxxx
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: Associate General Counsel
THE EXECUTIVE
/s/ Xxxx Xxxxxxxx
--------------------------------
Xxxx Xxxxxxxx
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EXHIBIT C
SEVERANCE PAYMENTS AND BENEFITS
1. Pro-rata bonus for the current year, based on maximum Bonus Compensation (as
defined in the Employment Agreement): $145,833, payable in lump sum within 30
days following the Separation Date in accordance with the Company's payroll
practice, but in no event earlier than the end of the revocation period under
the release set forth in Exhibit B.
2. 100% of Base Salary (as defined in the Employment Agreement): $515,000,
payable in lump sum within 30 days following the Separation Date in accordance
with the Company's payroll practice, but in no event earlier than the end of the
revocation period under the release set forth in Exhibit B.
3. 100% of maximum Bonus Compensation: $350,000, payable in lump sum within the
30 days following the Separation Date in accordance with the Company's payroll
practice, but in no event earlier than the end of the revocation period under
the release set forth in Exhibit B.
4. Any unpaid portion of the Special Retention Bonus (as defined in the
Employment Agreement): $800,000, payable in lump sum within the 30 days
following the Separation Date in accordance with the Company's payroll practice,
but in no event earlier than the end of the revocation period under the release
set forth in Exhibit B.
5. Payment by the Company of full premiums (employer and employee portions) for
COBRA health benefits during the 18-month period following the Separation Date.
6. Vesting as of the Separation Date of all outstanding, unvested stock options
and deferred stock awarded to you. Your outstanding, unvested stock options and
deferred stock consist of the following:
a. 30,000 shares of deferred stock granted July 13, 2006;
b. 27,091 shares subject to option granted October 14, 2005;
c. 4,159 shares subject to option granted October 14, 2005;
d. 14,284 shares subject to option granted December 6, 2004;
e. 4,466 shares subject to option granted December 6, 2004;
f. 2,006 shares subject to option granted December 19, 2003;
g. 2,994 shares subject to option granted December 19, 2003;
h. 750 shares of Verint Systems Inc. subject to option granted December
12, 2003; and
i. 1,250 shares of Ulticom, Inc. subject to option granted July 9, 2004.
All of such stock option and deferred stock awards shall otherwise remain
subject to the terms and conditions of their respective award agreements and
plans. A list of your outstanding options and deferred stock is set forth on
Exhibit D.
7. Accrued vacation pay: $79,230.77.
8. Base Salary and Salary Supplement (as defined in the Employment Agreement)
earned but not paid prior to the date of separation from service, and amounts
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earned, accrued or owing to you prior to the Separation Date but not yet paid
under Sections 7, 8, 9 or 10 of the Employment Agreement.
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EXHIBIT D
OUTSTANDING EQUITY AWARDS
(SEE ATTACHED SPREADSHEET)
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EXER- OUT- EXER-
XXXXX XXXXX CISED/ CAN- STANDING/ CISABLE/
NAME NUMBER DATE PLAN/TYPE SHARES PRICE RELEASED VESTED CELLED UNVESTED UNRELEASED RELEASABLE EXPIRATION
CMVT
(as of 00036196 12/19/2003 1999/ISO 12,608 $16.70 632 9,614 0 2,994 11,976 8,982
6/22/2007) 00036197 12/19/2003 1999/NQ 27,392 $16.70 19,368 25,386 0 2,006 8,024 6,018
00037767 12/6/2004 1999/ISO 4,466 $22.39 0 0 0 4,466 4,466 0
00037768 12/6/2004 1999/NQ 45,534 $22.39 0 31,250 0 14,284 45,534 31,250
00038890 10/14/2005 1997/ISO 4,159 $24.04 0 0 0 4,159 4,159 0
00038891 10/14/2005 1997/NQ 45,841 $24.04 0 18,750 0 27,091 45,841 18,750
00040143 7/13/2006 2005/RSU 40,000 $0.00 0 10,000 0 30,000 40,000 10,000
T O T A L 180,000 20,000 95,000 0 85,000 160,000 75,000
STARHOME
(as of 2/1/2000 4,500 $5.59 4,500 4,500
6/27/2007)
T O T A L 4,500
ULTICOM 1097 6/26/2003 1998/NQ 15,000 $9.72 2,750 11,250 0 3,750 12,250
(as of 1164 7/9/2004 1998/NQ 2,500 $10.85 0 1,250 0 1,250 2,500
4/30/2007)
T O T A L 14,750
VERINT 5/21/2002 1996/ISO 4,893 $16.00 1,223 1,223 5/16/2012
(as of 12/12/2003 1996/NQ 3,000 $23.00 750 2,250 1,500 12/12/2013
5/31/2007) 12/9/2004 2004/NQ 3,000 $35.11 2,000 2,000 12/9/2014
1/11/2006 2004/NQ 3,000 $34.40 3,000 3,000 1/11/2016
T O T A L 8,473
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