EX-10.46 11 dex1046.htm DEFERRED STOCK AWARD AGREEMENT - COMVERSE AND RAZ ALON COMVERSE TECHNOLOGY, INC.
Exhibit 10.46
COMVERSE TECHNOLOGY, INC.
2005 STOCK INCENTIVE COMPENSATION PLAN
DEFERRED STOCK AWARD AGREEMENT
SECTION 1. GRANT OF DEFERRED STOCK UNITS.
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 100% on January 1, 2010 (the “Vesting Date”).
Termination shall not occur and Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant.
SECTION 4. SETTLEMENT OF GRANTED UNITS.
(a) The Company shall deliver to the Grantee on the Vesting Date or upon the date the Granted Units pursuant to Sections 3(c) or 3(e), or as soon as practicable thereafter, 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) Notwithstanding anything to the contrary contained in this Section 4(a), and subject to this Section 4(b), in the event that any shares are deliverable to the Grantee in respect of Granted Units when there is no effective registration statement on Form S-8 or any successor form under the Securities Act of 1933, as amended, in respect of shares of Common Stock underlying the Granted Units, the number of shares of Common Stock deliverable to the Grantee in respect of any Granted Units which vest on such date shall be deliverable to the Grantee on the first date within calendar year 2010 on which there is an Effective Registration (as defined below) in place, but in no event later than December 31, 2010; provided, however, in the event that any shares are deliverable to the Grantee in respect of Granted Units when there is no effective registration statement on Form S-8 or any successor form under the Securities Act of 1933, as amended, in respect of the shares underlying the Granted Units, unless the Grantee otherwise elects in writing, the Company shall repurchase from the Grantee, contemporaneously with the delivery of the shares underlying the Granted Units to the Grantee, a number of shares of
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Common Stock issued in settlement of Granted Units with an aggregate value sufficient to cover the aggregate applicable, supplemental rate for Federal, State and local income taxes, with the shares of Common Stock valued using the closing price of the Common Stock on the Termination Date, Vesting Date or other delivery date, as applicable (provided, that, if such date is not a trading day, the Common Stock shall be valued using the price of the Common Stock on the last trading day before such Termination Date, Vesting Date or other delivery date, as applicable).
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.
SECTION 6. MISCELLANEOUS PROVISIONS.
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(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).
(a) “Agreement” shall mean this Deferred Stock Unit Award Agreement.
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Change of Control” means, and shall be deemed to have occurred:
(i) any person, entity or affiliated group becoming the beneficial owner or owners of more than fifty percent (50%) of the outstanding equity securities of the Company, or otherwise becoming entitled to vote shares representing more than fifty percent (50%) of the total voting power of the Company’s then-outstanding securities eligible to vote to elect members of the Board (the “Voting Securities”);
(ii) a consolidation or merger (in one transaction or a series of related transactions) of the Company pursuant to which the holders of the Company’s Voting Securities immediately prior to such transaction (or series of related transactions) would not be the holders immediately after such transaction (or series of related transactions) of more than fifty percent (50%) of the Voting Securities of the entity surviving such transaction (or series of related transactions);
(iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board ceased for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or
(iv) a sale of all or substantially all of the Company’s assets.
(d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.
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(e) “Disability” shall mean the Grantee’s inability to substantially perform his duties and responsibilities at the Company for a period of six (6) consecutive months or nine (9) out of twelve (12) nonconsecutive months due to a physical or mental disability.
(f) “Granted Units” shall have the meaning described in Section l(a) of this Agreement.
(g) “Plan” shall have the meaning described in Section l(c) of this Agreement.
(h) “Service Termination” shall have the meaning described in Section 3(b) of this Agreement.
(i) “Termination Date” shall have the meaning described in Section 3(b) of this Agreement.
(j) “Vesting Date” shall have the meaning described in Section 3(a) of this Agreement.
THIS AWARD SHALL BE SUBJECT TO ALL POLICIES ADOPTED BY THE BOARD WITH RESPECT TO DIRECTOR COMPENSATION, AS SUCH POLICIES MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES ADOPTED PURSUANT TO THE CORPORATE GOVERNANCE GUIDELINES & PRINCIPLES, AS AMENDED AND RESTATED BY THE BOARD OF DIRECTORS ON APRIL 20, 2007, WHICH CURRENTLY PROVIDES THAT DIRECTORS ARE REQUIRED TO HOLD FIFTY-PERCENT (50%) OF ALL SHARES OF COMMON STOCK RECEIVED AS COMPENSATION (AFTER THE SALE OF THAT PORTION NECESSARY FOR PAYMENT OF TAX LIABILITY) FOR AT LEAST AS LONG AS THE DIRECTOR CONTINUES TO SERVE ON THE BOARD.
GRANTEE: | COMVERSE TECHNOLOGY, INC. | |||||||
/s/ Raz Alon | By: | /s/ Xxxxxxx Xxxxxxx | ||||||
Xxx Xxxx | Name: | Xxxxxxx Xxxxxxx | ||||||
Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
12/8/08 | 12/5/08 | |||||||
Date | Date |
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