EXHIBIT 10.1
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[COMVERSE TECHNOLOGY LOGO]
May 22, 2007
Xxxxxx Press Partners, LLC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
This letter confirms the understanding and agreement between Comverse
Technology, Inc., a New York corporation (the "Company"), on the one hand, and
Xxxxxx Press Partners, LLC, Xxxxxx Press Investors, LLC, Xxxxxxxx X. Xxxxxx and
Xxxxxxxx Press (hereinafter collectively referred to as the "OPP Group"), on the
other hand, as follows:
1. A. The Company confirms that, by action of its Board of Directors
(the "Board") contemporaneously with the execution and delivery of
this letter agreement, Xx. Xxxxxxxx X. Xxxxxx is being elected to
the Board to fill a vacancy thereon, to serve until his successor
shall have been duly elected and qualified. It is also understood
that the Board is intending simultaneously to elect to the Board
another Director who holds or controls a significant ownership
interest in the Company. In the event such other Director is not
simultaneously elected, the Company agrees that the Board will, as
expeditiously as possible, seek another candidate for election to
the Board who holds or controls a significant ownership interest in
the Company (Xx. Xxxxxx and such other Director hereinafter
collectively referred to as the "Shareholder Directors").
B. The Company confirms its intention to appoint Xx. Xxxxxx to
appropriate committees of the Board.
2. Each member of the OPP Group agrees that, prior to the next election
of directors at an annual meeting of shareholders of the Company, he
or it will not, and will cause his or its affiliates not to, solicit
for, make, effect, initiate, cause or, in any way participate in,
directly or indirectly, any demand for the calling of a special
meeting of shareholders of the Company pursuant to Section 603 of
the New York Business Corporation Law.
3. In view of the fact that Xx. Xxxxxx is being elected to the Board to
provide shareholder representation, Xx. Xxxxxx agrees that, if the
OPP Group ceases to own, in the aggregate, at least 50% of the
number of shares of the Company's common stock that it owns on the
date hereof, Xx. Xxxxxx will resign from the Board with a view
toward having the Board fill the vacancy created with an individual
affiliated with more significant shareholdings.
4. Each member of the OPP Group hereby acknowledges that he or it is
aware that the United States securities laws prohibit any person who
has material, non public information with respect to the Company
from transacting in the securities of the Company or from
Xxxxxx Press Partners, LLC
May 22, 2007
Page 2 of 3
communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person
is likely to transact in such securities. Each member of the OPP
Group agrees to comply with such laws and recognizes that the
Company would be damaged by its non-compliance. In addition, Xx.
Xxxxxx agrees that, for so long as he is a member of the Board, he
shall comply with the Company's Xxxxxxx Xxxxxxx Policy, a copy of
which is available on the Company's website (xxxx.xxx), it being
understood that such policy may restrict Xx. Xxxxxx'x communications
with other members of the OPP Group concerning material, non-public
information with respect to the Company.
5. The Company will issue a press release announcing Xx. Xxxxxx'x
appointment to the Board and the cessation of the OPP Group's
efforts to call a special meeting of shareholders in substantially
the form of Exhibit A hereto. Each of the parties hereto agrees that
he or it shall not issue a separate press release relating thereto,
it being understood that the Company may disclose such matters in a
Current Report on Form 8-K or in other filings with the Securities
and Exchange Commission.
6. This letter agreement contains the entire agreement among the
parties concerning the subject matter of this letter agreement and
supersedes all prior agreements and understandings with respect to
such subject matter.
7. This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
If the foregoing is acceptable, kindly sign and return a duplicate copy of this
letter agreement to the undersigned.
Very truly yours,
COMVERSE TECHNOLOGY, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chairman of the Board
AGREED TO BY:
XXXXXX PRESS PARTNERS, LLC
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Managing Member
Xxxxxx Press Partners, LLC
May 22, 2007
Page 3 of 3
XXXXXX PRESS INVESTORS, LLC
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Press
Title: Managing Member
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title:
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Press
Title:
