EXHIBIT 10.2
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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the "Amendment") to the Employment Agreement, dated July
13, 2006, (the "Employment Agreement"), by and between Comverse Technology,
Inc., a New York corporation (the "Company"), and Avi Xxxxxxxxx (the
"Executive") is entered into on April 27, 2007 by and between the Company and
the Executive (collectively, the "Parties").
W I T N E S S E T H:
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WHEREAS, the Executive and the Company previously entered into the
Employment Agreement under which the Company continues to employ the Executive;
WHEREAS, the Company wishes to amend the Employment Agreement in
recognition of the extraordinary time, effort and commitment that has been
required, and is expected to continue to be required, of the Executive;
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, covenant and agree as follows:
1. Amendments to Employment Agreement. The Employment Agreement is
amended as follows:
(a) The text of Section 1(k)(i) is deleted in its entirety
and replaced by the following new text:
"(i) any reduction in the Executive's Base Salary,
"Salary Supplement" during the "Special Circumstances
Period" (as such terms are defined in Section 4 hereof)
or Bonus Opportunity, other than as part of an
across-the-board reduction applicable to all senior
executives of Comverse Technology, Inc.;"
(b) The text of Section 4 is deleted in its entirety and
replaced by the following new text:
"As of the Effective Date and for the remainder of
fiscal year 2006 and for fiscal year 2007, the Executive
shall be paid a Base Salary at the rate of three hundred
ten thousand dollars ($310,000), payable in accordance
with the regular payroll practices of the Company. In
respect of fiscal year 2008 and future fiscal years, the
Base Salary shall be reviewed and increased no less
frequently than annually, though the amount of such
increase shall be determined in the discretion of the
Board or the Compensation Committee. The Base Salary
(after giving effect to any increase) may not be
decreased unless the Executive provides his prior
written consent to such decrease. In addition, during
the Special Circumstances Period (as hereinafter
defined, and retroactive to February 1, 2007), the
Executive shall be paid a salary supplement (the "Salary
Supplement") at the rate of forty thousand dollars
($40,000) per annum (which shall not constitute part of
"Base Salary" for the purposes hereof). For purposes
hereof, "Special Circumstances Period" shall mean the
period commencing on February 1, 2007 and ending six
months after the date that the Company becomes current
in the filing of its periodic reports on Form 10-K and
Form 10-Q with the Securities and Exchange Commission
pursuant to Securities Exchange Act of 1934, as amended.
(c) The words "(the "Special Retention Bonus")" are deleted
from Section 5(b).
(d) The following new subsections (c) and (d) are added to
Section 5 as follows:
"(c) In view of the fact that extraordinary time, effort
and commitment may continue to be required of the Executive, the
Company shall pay to the Executive (i) a special retention bonus
of two hundred thousand dollars ($200,000), which shall be due
and payable on October 15, 2007, and (ii) a special retention
bonus of two hundred thousand dollars ($200,000), which shall be
due and payable on January 31, 2008, provided that, with respect
to each such bonus, the Executive remains employed by the
Company on a continuous basis through the applicable payment
date.
(d) For purposes hereof, the special retention bonuses
referred to in Section 5(b) and 5(c) are referred to
collectively as the "Special Retention Bonus.""
(e) Section 6 is amended as follows: by (i) designating
subsections (b) and (c) as subsections (c) and (d), respectively, (ii) adding
the words "and the 2007 Deferred Stock" following the words "Deferred Stock" in
subsection (d) (following such designation) and (iii) adding the following new
subsection (b):
(b) The Parties acknowledge that, pursuant to the 2005
Plan and a Deferred Stock Award Agreement dated April 26, 2007
(the "2007 Deferred Stock Award Agreement"), the Board awarded
to the Executive eleven thousand four hundred and ninety
(11,490) shares of common stock of the Company in the form of
deferred stock (the "2007 Deferred Stock"), which shall vest as
to seventy-five percent (75%) of the original number of shares
subject thereto on April 20, 2008 and as to twenty five percent
(25%) of the original number of shares subject thereto on April
20, 2009, subject to accelerated vesting as otherwise provided
herein. Shares of common stock in settlement of the 2007
Deferred Stock award (or, at the Company's election, cash in
lieu of shares based on the fair market value thereof on the
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applicable vesting date) shall be delivered to the Executive in
accordance with the provision of the 2007 Deferred Stock Award
Agreement.
(f) Each of Sections 11(a)(i), 11(b)(i), 11(c)(i) and
11(d)(i) is amended by adding the words "and Salary Supplement" following the
words "Base Salary" where it appears therein.
2. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, and all of which taken
together will constitute one and the same written agreement, which will be
binding and effective as to all the Parties.
3. Binding Effect. This Agreement shall be binding upon each of the
Parties hereto, and upon their respective successors and assigns, and shall
inure to the benefit of each of the Parties hereto, and their respective
successors and assigns. Subject to the foregoing sentence, no person not a Party
hereto shall have any right under or by virtue of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed as of the date first set forth above.
COMVERSE TECHNOLOGY, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Operating Officer and
General Counsel
/s/ AVI XXXXXXXXX
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AVI XXXXXXXXX
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