EXHIBIT 10.3
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COMVERSE TECHNOLOGY, INC.
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2005 STOCK INCENTIVE COMPENSATION PLAN (THE "PLAN")
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DEFERRED STOCK AWARD AGREEMENT, DATED APRIL 27, 2007
Capitalized terms used herein but not otherwise defined herein shall have the
meaning ascribed thereto in the Employment Agreement, dated July 13, 2006, as
amended on April 27, 2007, between Comverse Technology, Inc. and Avi Xxxxxxxxx
(the "Employment Agreement").
NAME OF GRANTEE: Avi Xxxxxxxxx ("Grantee")
DATE OF GRANT: April 20, 2007
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
DEFERRED STOCK AWARDED: 11,490 Deferred Stock Shares.
VESTING AND
ACCELERATION OF AWARD: This Award shall vest in accordance with the 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").
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VESTING DATE VESTING PERCENTAGE
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April 20, 2008 75%
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April 20, 2009 25%
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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 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
vesting 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 SECTION 409A. To the extent applicable, this Agreement shall 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.
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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/ Avi Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Avi Xxxxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Operating Officer
and General Counsel
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