Exhibit 10.1
Comverse Technology, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
April 28, 2006
Mr. Xxxx Xxxxxxxxx
c/o Comverse Technology, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxxxx,
Comverse Technology, Inc. (the "Company") and you (the "Employee")
hereby agree to the terms and conditions set forth in Exhibit A hereto. This
letter agreement (together with Exhibit A hereto, the "Agreement") represents
the entire agreement of the parties with respect to the subject matter hereof.
This Agreement shall be binding upon the parties and their respective successors
and permitted assigns. This Agreement may be amended or modified only by a
written instrument signed by all the parties hereto and may not be assigned by
any party without the express written consent of the other party and any
purported assignment without such consent shall be void ab initio. The judgment
by any court of law that any provision of this Agreement is unenforceable shall
not affect the validity of the remaining provisions. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of laws. This Agreement may be executed
in two or more counterparts, all of which shall be considered one and the same
agreement.
If the foregoing is consistent with your understanding and is
acceptable to you, please execute one copy of this Agreement and return it to us
whereupon this Agreement shall become a binding agreement between us.
Very truly yours,
COMVERSE TECHNOLOGY, INC.
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
General Counsel and V.P.-Legal
Agreed, acknowledged and accepted
as of the 28th day of April, 2006.
/s/ Xxxx Xxxxxxxxx
----------------------------------
Xxxx Xxxxxxxxx
EXHIBIT A
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TERMS OF EMPLOYMENT AGREEMENT
BETWEEN
COMVERSE TECHNOLOGY, INC.
AND
XXXX XXXXXXXXX
1. Annual Compensation For services hereunder, the Company shall pay
the Employee $25,000 per annum, payable in
accordance with applicable payroll practices of
the Company.
2. Benefits During the Employment Term (as defined below),
the Company will continue to provide the
Employee with (i) a Company car for his
personal use and supplemental medical benefits,
on the same terms as currently applicable to
the Employee, and (ii) the right to participate
in the insurance, 401(k) and other benefit
plans or arrangements of the Company under the
same terms and conditions applicable to
employees generally; provided, however, that
during the Employment Term the Employee shall
not be entitled to receive any stock options,
restricted stock, stock appreciation rights or
any equity or other incentive compensation
under any plan or other arrangement of the
Company.
3. Equity Compensation (a) During the Employment Term, no previously
granted stock options, restricted stock, stock
appreciation rights, or other equity
compensation shall vest in whole or in part for
any reason. The Employment Term shall never
count toward vesting of any stock options,
restricted stock, stock appreciation rights or
other equity compensation.
(b) During the Employment Term, the Employee
shall not exercise or transfer any outstanding
Company stock options.
(c) The Employee's outstanding Company stock
options shall terminate upon the later to occur
of (i) the expiration of the first
30-consecutive calendar day period during which
the Employee is permitted by the Company to
exercise such options on every day during such
period and (ii) December 31, 2006; provided,
however, that (x) in each case, such extension
of the exercise period may not extend beyond 10
years from the original date of grant of the
Employee's stock options and (y) the foregoing
shall be subject to and not in derogration of
any claims or defenses of the parties arising
out of or relating to such stock options.
4. Resignation The Employee hereby resigns from his positions
as an officer and director of the Company. In
addition, the Employee agrees to resign as a
director of Verint Systems, Inc., Ulticom,
Inc., and any or all other subsidiaries or
affiliates of the Company if, as and when
requested by the Company (unless, prior to the
date of such request, the Employee has already
resigned from such position, as applicable).
5. Term and Termination The term of this Agreement shall be six months;
provided, however, that either party may
terminate this Agreement by providing the other
party with no less than 10 days' prior written
notice. (The period of time commencing with the
date hereof and ending upon the date of
termination of this Agreement is referred to as
the "Employment Term.")
6. Title Senior Advisor.
7. Responsibilities (a) The Employee shall make himself reasonably
available to, cooperate with, and provide
information reasonably requested by, the
Special Committee of the Board of Directors of
the Company and its designees.
(b) The Employee shall have no authority to
speak or otherwise communicate in the name and
on behalf of the Company to the press or any
other third party (including employees of the
Company or any of its subsidiaries or
affiliates).
8. Non-Competition (a) For and in consideration of the
compensation to be paid by the Company pursuant
to the terms hereof, and in recognition of the
fact that the Employee has and will perform
valuable services to the Company, the Employee
covenants and agrees that he will not, at any
time during the Employment Term, and for a
period of eighteen (18) months thereafter
(which will be extended by the duration of any
period of time which a court of competent
jurisdiction determines, whether on a
preliminary or final basis, that a breach of
this Section 8 has actually or likely
occurred), directly or indirectly, as an
employee, employer, consultant, agent,
principal, partner, manager, stockholder,
officer, director, or in any other individual
or representative capacity engage or
participate in any business or in any activity
related to the development, sale, production,
manufacturing, marketing or distribution of
products or services which are in competition
with products or services which the Company or
any of its subsidiaries produces, sells,
manufactures, markets, distributes or has
interest in, in any state or foreign country in
which the Company or any of its subsidiaries
then conducts business or reasonably has plans
to conduct business. The Employee agrees to
place all subsequent employers on notice of the
terms and conditions stated in this Section 8.
The Employee further agrees that during the
Employment Term and for a period of twenty-four
(24) months thereafter (which will be extended
by the duration of any period of time which a
court of competent jurisdiction determines,
whether on a preliminary or final basis, that a
breach of this Section 8 has actually or likely
occurred), the Employee shall not, directly or
indirectly, induce, attempt to induce, or aid
others in inducing, any then-current employee
of the Company or anyone who was employed or
otherwise engaged by the Company at any time
during the twelve (12) months preceding such
inducement to accept employment or affiliation
with another person or entity engaging in such
business or activity of which the Employee is
an employee, owner, partner or consultant. The
Employee shall not for a period of twenty-four
(24) months after the termination of the
Employment Term (which will be extended by the
duration of any period of time which a court of
competent jurisdiction determines, whether on a
preliminary or final basis, that a breach has
actually or likely occurred) solicit any
Customer to do business with any person or
entity (other than the Company) that is
competing with the Company's products or to
reduce or end its relationship with the
Company. For purposes of this paragraph,
"Customer" shall mean any person or entity that
provided consideration to the Company in
exchange for products or services, and any
person or entity to which the Company has met
with regarding a business relationship, in the
twelve (12) month period immediately preceding
the termination of the Employment Term.
(b) The Company and the Employee agree that the
duration and geographic scope of the
restrictions set forth in this Section 8 are
reasonable. In the event that any court of
competent jurisdiction determines that the
duration or the geographic scope, or both, are
unreasonable and that such provision is to that
extent unenforceable, the Company and the
Employee hereto agree that the provision shall
remain in full force and effect for the
greatest time period and in the greatest area
that would not render it unenforceable. The
Company and the Employee intend that this
provision shall be deemed to be a series of
separate covenants, one for each and every
county of each and every state of the United
States of America and each and every political
subdivision of each and every country outside
the United States of America where this
provision is intended to be effective.
(c) Notwithstanding the foregoing, nothing
contained in this Agreement shall prevent the
Employee from being an investor in securities
of a competitor listed on a national securities
exchange or actively traded over-the-counter so
long as such investments are in amounts not
significant as compared to his total
investments and not more than one percent (1%)
of the outstanding securities of the issuer of
the same class or issue of the specific
securities involved.
(d) The Employee acknowledges that his services
to the Company are of a unique character, which
gives them a special value to the Company. In
the event of a breach or threatened breach by
the Employee of any of the provisions of
Section 8 of this Agreement, in addition to any
other remedy which the Company may have at law
or in equity, including the right to withhold
any payment of compensation under this
Agreement, the Company shall be entitled to
temporary and/or permanent injunctions, without
posting bond, in order to prevent or restrain
any such breach by the Employee or by the
Employee's partners, agents, representatives,
servants, employers and employees. Said
remedies shall be in addition to, and not in
limitation of, any other rights or remedies to
which the Company is or may be entitled at law,
in equity, or under this Agreement.
9. Effect of Agreement;
Survival Until the end of the Employment Term, the
provisions of this Agreement shall govern and
supersede any prior agreement, understanding or
arrangement between the Company and the
Employee other than (i) the Indemnity
Agreement, dated as of November 20, 2003,
between the Company and the Employee and (ii)
any such agreements relating to insurance
policies. Subject to Section 10 below, Sections
3(a), 3(c) and 4 shall survive the termination
of this Agreement.
10. Reservation of Rights Neither of the parties shall be deemed to have
waived any rights, defenses or remedies which
they may have against the other, whether
contractual, legal, equitable, or otherwise,
and nothing in this Agreement shall be
construed as limiting any such rights, defenses
or remedies.
11. Notice All notices and other communications called for
under this Agreement shall be in writing and
will be deemed given (a) on the date of
delivery if delivered personally, (b) one day
after being sent by a well established
commercial overnight service or (c) four days
after being mailed by registered or certified
mail, return receipt requested, prepaid and
addressed as follows: if to the Company, at the
address set forth above in this Agreement, and
if to the Employee, to the Employee's current
address as set forth in the Company's personnel
records.
12. Board Meeting The Employee hereby waives notice of the
meeting of the Board of Directors of the
Company held on the date of this Agreement.
