DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware
This Director Indemnification Agreement, dated as of , 2012 (this “Agreement”), is made by and between Comverse, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
COMVERSE, INC., a Delaware corporation and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of April 29, 2015Rights Agreement • May 1st, 2015 • Comverse, Inc. • Services-business services, nec • Delaware
The Rights Plan is intended to act as a deterrent to any person or group acquiring 4.9% or more of our outstanding common stock (an “Acquiring Person”) without the approval of our Board of Directors. Stockholders who own 4.9% or more of our outstanding common stock as of the close of business on May 11, 2015 will not trigger the Rights Plan so long as they do not (i) acquire any additional shares of common stock or (ii) fall under 4.9% ownership of common stock and then re-acquire 4.9% or more of the common stock of the Company. The Rights Plan does not exempt any future acquisitions of common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board of Directors may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan.
Comverse Technology, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective on July 24, 2012 (the “Date of Grant”) by and between Comverse Technology, Inc., a New York corporation (with any successor, the “Company”), and Thomas B. Sabol (the “Participant”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 19th, 2016 • Xura, Inc. • Services-business services, nec
This Amendment (this “Amendment”) to the Rights Agreement, dated as of April 29, 2015 (the “Rights Agreement”), between XURA, INC., a Delaware corporation formerly known as Comverse, Inc. (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of August 19, 2016.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012Transition Services Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • New York
This Transition Services Agreement is entered into as of this 31st day of October, 2012 (“Effective Date”), by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“Comverse”) (Comverse together with CTI, the “Parties,” and Comverse and CTI individually, as applicable, each a “Party”).
TAX DISAFFILIATION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012Tax Disaffiliation Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • New York
This Tax Disaffiliation Agreement (this “Agreement”), is dated as of October 31, 2012, by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“Comverse” and, together with CTI, the “Parties” and each a “Party”).
Comverse, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • May 16th, 2013 • Comverse, Inc. • Services-business services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).
DISTRIBUTION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC., AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012Distribution Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • New York
This Distribution Agreement (this “Agreement”), is dated as of October 31, 2012, by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“Comverse” and, together with CTI, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Massachusetts
This Employment Agreement (this “Agreement”), dated July 1, 2012, is by and among Comverse, Inc. (together with its successors and assigns permitted under this Agreement, the “Company”), Comverse Technology, Inc., a New York corporation (“Parent”) and Thomas B. Sabol (the “Executive”).
Comverse Technology, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of July 24, 2012 (the “Date of Grant”) by and between Comverse Technology, Inc., a New York corporation (with any successor, the “Company”), and Thomas B. Sabol (the “Participant”).
Xura, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 23rd, 2016 • Xura, Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Xura, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec
This Employee Matters Agreement (this “Agreement”), dated as of October 31, 2012, with effect as of the Effective Time by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation (“Comverse,” and together with CTI, the “Parties”).
DATED 15 JUNE 2015Agreement Relating to the Sale and Purchase of Acision Global Limited • September 9th, 2015 • Xura, Inc. • Services-business services, nec
A Acision Global Limited ("Company") is a private company limited by shares. Further information relating to the Company and its Subsidiaries is set out in document 1.5 of the Data Room.
September 19, 2012 Comverse Holdings, Inc.Sale of Shares Agreement • September 20th, 2012 • Comverse, Inc. • Services-business services, nec
AMENDMENT #1 TO THE MASTER SERVICE AGREEMENTMaster Service Agreement • July 7th, 2015 • Comverse, Inc. • Services-business services, nec
THIS AMENDMENT (this “Amendment”) is made effective as of June 30, 2015, (the “Amendment Date”) by and between Comverse, Inc., ("Customer"); and Tech Mahindra Limited ("Service Provider"), to that certain Master Service Agreement entered into between Customer and Service Provider as of April 14, 2015 (the “Agreement”). Terms not defined herein will have the meaning ascribed to them in the Agreement.
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • December 14th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware
This Officer Indemnification Agreement, dated as of __________, 2012 (this "Agreement"), is made by and between Comverse, Inc., a Delaware corporation (the "Company"), and __________________ ("Indemnitee").
Comverse, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).
SEPARATION AGREEMENTSeparation Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec
This Separation Agreement (the “Agreement”) is made and entered into this 5 day of August, 2012 (the “Execution Date”) by and between Comverse Ltd., an Israeli company (the “Company”), and Oded Golan (Israeli ID number 024652802) (the “Employee”).
Dear Valued Customer,Acquisition Agreement • May 23rd, 2016 • Xura, Inc. • Services-business services, nec
April 30, 2015 Thomas Sabol By Electronic Delivery Dear Tom,Separation Agreement • June 15th, 2015 • Comverse, Inc. • Services-business services, nec
This letter agreement and general release (this “Letter”) summarizes the terms of separation that Comverse, Inc., on behalf of itself and its subsidiaries (collectively, the “Company” or the “Group Companies”) is willing to offer you. You are referred in some instances in this Letter as the “Executive.” Please read this Letter, which includes a general release, carefully. If you agree to its terms, please sign in the space provided below where it indicates “Executive Acceptance” and return it to Kathleen Harris, Comverse, Inc., 200 Quannapowitt Parkway, Wakefield, MA 01880 within the time period set forth herein so that your separation benefits can begin.
ASSET PURCHASE AGREEMENT by and among COMVERSE, INC. and AMDOCS LIMITED and THE OTHER SELLERS NAMED HEREIN dated as of April 29, 2015Asset Purchase Agreement • June 15th, 2015 • Comverse, Inc. • Services-business services, nec • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of April 29, 2015, is entered into by and among Comverse, Inc., a Delaware corporation (“Comverse”), the entities listed on Schedule 1 of this Agreement (each of Comverse and such Subsidiaries being individually referred to herein as a “Seller” and, collectively, as the “Sellers”), and Amdocs Limited, a Guernsey company (“Buyer”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2015 • Xura, Inc. • Services-business services, nec
This Second Amendment (this “Amendment”) to the Employment Agreement dated April 26, 2012 between Xura, Inc. (formerly Comverse, Inc.) (“Company”) and Philippe Tartavull (“Executive”) (the “Employment Agreement”), is entered into this 4th day of December 2015, by and between the Company and Executive.
Narasimha (Gani) Nayak By Electronic Delivery Dear Gani:Separation Agreement • April 16th, 2015 • Comverse, Inc. • Services-business services, nec
This letter agreement and general release (this “Letter”) summarizes the terms of separation that Comverse, Inc., on behalf of itself and its subsidiaries (collectively, the “Company” or the “Group Companies”) is willing to offer you. You are referred in some instances in this Letter as the “Executive.” Please read this Letter, which includes a general release, carefully. If you agree to its terms, please sign in the space provided below where it indicates “Executive Acceptance” and return it to Kathleen Harris, Comverse, Inc., 200 Quannapowitt Parkway, Wakefield, MA 01880 within the time period set forth herein so that your separation benefits can begin.
MASTER SERVICE AGREEMENT FOR OUTSOURCING SERVICES BY AND BETWEEN CUSTOMER AND SERVICE PROVIDERMaster Service Agreement • June 15th, 2015 • Comverse, Inc. • Services-business services, nec • New York
THIS MASTER SERVICE AGREEMENT ("Agreement") is made as of April, 14, 2015 ("Effective Date") by and between Comverse, Inc., a Delaware company ("Customer"); and Tech Mahindra Limited ("Service Provider") a Company registered under the laws of India having its corporate office at Corporate Block, 3rd Floor, Plot No. 1, Phase III, Rajiv Gandhi Infotech Park, Hinjewadi, Pune 411057, India.
Comverse, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 16th, 2013 • Comverse, Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).
Comverse, Inc. DIRECTOR STOCK UNIT AWARD AGREEMENTDirector Stock Unit Award Agreement • April 16th, 2014 • Comverse, Inc. • Services-business services, nec • Delaware
THIS DIRECTOR STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).
AGREEMENT AND PLAN OF MERGER by and among: SIERRA PRIVATE HOLDINGS II LTD., SIERRA PRIVATE MERGER SUB INC. and XURA, INC. dated as of May 23, 2016Merger Agreement • May 23rd, 2016 • Xura, Inc. • Services-business services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 23, 2016 (the “Agreement Date”) by and among Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), Sierra Private Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Xura, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2015 • Xura, Inc. • Services-business services, nec
This Amendment (this “Amendment”) to the Employment Agreement dated March 11, 2015 between Xura, Inc. (formerly Comverse, Inc.) (“Company”) and Jacky Wu (“Executive”) (the “Employment Agreement”), is entered into this 4th day of December 2015, by and between the Company and Executive.
CREDIT AGREEMENTCredit Agreement • September 9th, 2015 • Xura, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of December 15, 2014, among Fortissimo Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated in the Netherlands, having its statutory seat in Amsterdam and registered with the Dutch trade register under number 22040924 (the “Dutch Borrower”), Acision Finance LLC, a Delaware limited liability company (the “U.S. Borrower” and, together with the Dutch Borrower, the “Borrowers” and each a “Borrower”), Acision B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated in the Netherlands, having its statutory seat in Nieuwegein and registered with the Dutch trade register under number 34266530 (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Elavon Financial Services Limited, as Administrative Agent and U.S. Bank Trustees Limited, as Collateral Agent.
Re: Amendment to Employment Agreement. WHEREAS, you serve as Chief Operating Officer; WHEREAS, Comverse Ltd. and you desire to amend and revise the terms of your employment to the extent set forth herein. NOW, THEREFORE, in consideration of the mutual...Employment Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec
This letter (the “Amendment Letter”) amends that certain EMPLOYMENT OFFER LETTER, dated June 15, 2011 (the “Agreement”), by and between you (the “Executive”) and Comverse Ltd., a corporation existing under the laws of Israel (“Company”), as amended from time to time. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.
AMENDMENT TO EMPLOYMENT LETTEREmployment Agreement • June 15th, 2015 • Comverse, Inc. • Services-business services, nec
This Amendment (this “Amendment”) to an Employment Letter dated September 19, 2012 (the “Letter”) is entered into by Comverse, Inc. and Nassrin Tavakoli (“Executive”) on May 14, 2015.
Dear ,Acquisition Agreement • May 23rd, 2016 • Xura, Inc. • Services-business services, nec
AGREEMENTShareholder Agreement • March 12th, 2014 • Comverse, Inc. • Services-business services, nec • Delaware
This Agreement, dated as of March 12, 2014, is by and among Comverse, Inc., a Delaware corporation (the “Company”), Steven R. Becker, an individual resident of Texas, Matthew A. Drapkin, an individual resident of New York (“Drapkin”), Becker Drapkin Management, L.P., a Texas limited partnership, Becker Drapkin Partners (QP), L.P., a Texas limited partnership, Becker Drapkin Partners, L.P., a Texas limited partnership, BD Partners VII, L.P., a Texas limited partnership, BD Partners VII SPV, L.P., a Delaware limited partnership, and BC Advisors, LLC, a Texas limited liability company (the foregoing (other than the Company) collectively with any Affiliate or Associate thereof, the “Shareholder Group”).
Comverse, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).
COMVERSE, INC.Deferred Stock Award Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • Delaware
THIS DEFERRED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).
