EXHIBIT 10.1
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COMVERSE TECHNOLOGY, INC.
2005 STOCK INCENTIVE COMPENSATION PLAN
DEFERRED STOCK AWARD AGREEMENT
REFERENCE NUMBER: 001
SECTION 1. GRANT OF DEFERRED STOCK UNITS.
(a) AWARD. On the terms and conditions set forth in this Agreement, the
Company granted to Xxxxx Xxxxx (the "Grantee") a total of 183,841 Deferred Stock
Units (the "Granted Units") on April 30, 2007 (the "Grant Date").
(b) SHAREHOLDER RIGHTS. The Grantee (or any successor in interest) shall
not have any of the rights of a shareholder (including, without limitation,
voting, dividend and liquidation rights) with respect to the Granted Units until
such time as the Company delivers to the Grantee the shares of Common Stock in
settlement of the Granted Units, as described in Section 4(a).
(c) PLAN AND DEFINED TERMS. This award is granted under and subject to the
terms of the 2005 Stock Incentive Compensation Plan and the Stock Incentive
Compensation Plan (2005) Addendum dated July 5, 2005 (together the "Plan"),
which is incorporated herein by reference. Capitalized terms used herein and not
defined in the Agreement (including Section 7 hereof) shall have the meaning set
forth in the Plan. To the extent any conflict between the terms of this
Agreement and the Plan, the terms of the Plan shall control.
(d) GRANTEE UNDERTAKING. The Grantee agrees to execute such further
instruments and to take such action as may reasonably be necessary to carry out
the intent of this Agreement.
SECTION 2. NO TRANSFER OR ASSIGNMENT OF AWARD.
This Award and the rights and privileges conferred hereby shall not be
sold, pledged or otherwise transferred (whether by operation of law or
otherwise) and shall not be subject to sale under execution, attachment, levy or
similar process; provided, however, that the Grantee shall be permitted to
transfer this award, in connection with his or her estate plan, to the Grantee's
spouse, siblings, parents, children and grandchildren or a charitable
organization that is exempt under Section 501(c)(3) of the Code or to trusts for
the benefit of such persons or partnerships, corporations, limited liability
companies or other entities owned solely by such persons, including trusts for
such persons or to the Grantee's former spouse in accordance with a domestic
relations order..
SECTION 3. VESTING; TERMINATION OF SERVICE.
(a) VESTING. This award shall vest with respect to one-third of the Granted
Units on each of the first, second and third anniversaries of the Grant Date.
(b) TERMINATION OF SERVICE. Except as otherwise provided in this Section 3,
the unvested portion of the award shall be forfeited as of the date (the
"Termination Date") that the Grantee actually ceases to provide services to the
Company or an Affiliate in any capacity of Employee, Director or Consultant
(irrespective of whether the Grantee continues to receive severance or any other
continuation payments or benefits after such date) (such cessation of the
provision of services by Grantee being referred to as "Service Termination").
(c) TERMINATION BY THE COMPANY WITHOUT CAUSE/TERMINATION BY THE GRANTEE FOR
GOOD REASON. In the event of Service Termination by the Company or an Affiliate
without Cause or by the Grantee for Good Reason, the Granted Units shall vest on
the Termination Date and the shares of Common Stock to be issued under the
vested Granted Units in accordance with Section 4 of hereof shall be delivered
to the Grantee on the applicable Vesting Date (the "Delivery Date").
(d) RESIGNATION/DEATH/DISABILITY. In the event of Service Termination
resulting from the Grantee's voluntary resignation, death or Disability, all
unvested Granted Units subject to this award shall be immediately forfeited as
of the Termination Date.
(e) TERMINATION FOR CAUSE. In the event of Service Termination by the
Company or an Affiliate with Cause or if Cause exists as of the Termination
Date, the Grantee shall forfeit all unvested Granted Units that are subject to
this award.
SECTION 4. SETTLEMENT OF GRANTED UNITS.
(a) SETTLEMENT AMOUNT. Subject to Section 4(b) hereof, the Company shall
deliver to the Grantee on each vesting date a number of shares of Common Stock
equal to the aggregate number of Granted Units that vest as of such date;
provided, however, that no shares of Common Stock will be issued in settlement
of this award unless the issuance of shares complies with all relevant
provisions of law and the requirements of any stock exchange upon which the
shares of Common Stock may then be listed. No fractional shares of Common Stock
will be issued. The Company will pay cash in respect of fractional shares of
Common Stock.
(b) WITHHOLDING REQUIREMENTS. Unless the Grantee has made arrangements
satisfactory to the Company to enable it to satisfy all such withholding
requirements, the Company shall withhold from the settlement amount a sufficient
number of shares of Common Stock to enable the Company to satisfy its
withholding requirements with respect to the settlement of the Granted Units.
SECTION 5. ADJUSTMENT OF GRANTED UNITS.
If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, reverse stock split, split up, spinoff, combination of shares,
exchange of shares, dividend in kind or other like change in capital structure
or distribution (other than normal cash dividends) to shareholders of the
Company, or any extraordinary dividend or distribution of cash or other assets,
in order to prevent dilution or enlargement of participants' rights under the
Plan, the Committee shall adjust, in an equitable manner, the number and kind of
shares that will be paid to the Grantee upon settlement of the Granted Units.
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SECTION 6. MISCELLANEOUS PROVISIONS.
(a) NO RETENTION RIGHTS, NO FUTURE AWARDS. Nothing in this award or in the
Plan shall confer upon the Grantee any right to any future Awards and to
continue in Continuous Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Company (or any Parent
or Subsidiary employing or retaining the Grantee) or of the Grantee, which
rights are hereby expressly reserved by each, to terminate his or her Continuous
Service at any time and for any reason, with or without cause.
(b) AWARD UNFUNDED. The Granted Units represent an unfunded promise. The
Grantee's rights with respect to the Granted Units are no greater than the
rights of a general unsecured creditor of the Company.
(c) NOTICE. Whenever under this Agreement it becomes necessary to give
notice, such notice shall be in writing, signed by the party or parties giving
or making the same, and shall be served on the person or persons for whom it is
intended or who should be advised or notified, by Federal Express (or other
similar overnight service) or by registered or certified mail, with postage and
fees prepaid. Notice shall be addressed to the Company at its principal
executive office and to the Grantee at the address that he or she most recently
provided in writing to the Company.
(d) ENTIRE AGREEMENT. This Agreement, the Notice and the Plan constitute
the entire contract between the parties hereto with regard to the subject matter
hereof. They supersede any other agreements, representations or understandings
(whether oral or written and whether express or implied) which relate to the
subject matter hereof.
(e) WAIVER. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of
like or different nature.
(f) SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to
the benefit of, and be binding upon, the Company and its successors and assigns
and upon the Grantee, the Grantee's assigns and the legal representatives, heirs
and legatees of the Grantee's estate, whether or not any such person shall have
become a party to this Agreement and have agreed in writing to be joined herein
and be bound by the terms hereof.
(g) CHOICE OF LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York (regardless of the law that
might otherwise govern under applicable New York principles of conflict of
laws).
SECTION 7. DEFINITIONS.
(a) "AGREEMENT" shall mean this Deferred Stock Unit Award Agreement.
(b) "CAUSE" shall have the meaning ascribed to it in the Grantee's written
employment agreement.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated thereunder.
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(d) "DISABILITY" shall have the meaning ascribed to it in the Grantee's
written employment agreement.
(e) "GOOD REASON" shall have the meaning set forth in the Grantee's written
employment agreement.
(f) "GRANT DATE" shall have the meaning described in Section 1(a) of this
Agreement.
(g) "GRANTED UNITS" shall have the meaning described in Section 1(a) of
this Agreement.
(h) "PLAN" shall have the meaning described in Section 1(c) of this
Agreement.
(i) "SERVICE TERMINATION" shall have the meaning described in Section 3(b)
of this Agreement.
(j) "TERMINATION DATE" shall have the meaning described in Section 3(b) of
this Agreement.
(k) "VESTING DATE" shall have the meaning described in Section 3(a) of this
Agreement.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, on May 2, 2007.
GRANTEE: COMVERSE TECHNOLOGY, INC.
/s/ Xxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx,
Associate General Counsel
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