EXHIBIT 10.1
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the "Amendment") to the Employment Agreement, dated July
13, 2006, as amended pursuant to an amendment dated as of November 22, 2006 (the
"Employment Agreement"), by and between Comverse Technology, Inc., a New York
corporation (the "Company"), and Xxxx X. Xxxxxxxx (the "Executive") is entered
into on April 27, 2007 by and between the Company and the Executive
(collectively, the "Parties").
W I T N E S S E T H:
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WHEREAS, the Executive and the Company previously entered into the
Employment Agreement under which the Company continues to employ the Executive;
WHEREAS, the Company wishes to amend the Employment Agreement in
recognition of the extraordinary time, effort and commitment that has been
required, and is expected to continue to be required, of the Executive;
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, covenant and agree as follows:
1. Amendments to Employment Agreement. The Employment Agreement is
amended as follows:
(a) The text of Section 1(j)(i) is deleted in its entirety
and replaced by the following new text:
"(i) any reduction in the Executive's Base Salary,
"Salary Supplement" during the "Special Circumstances
Period" (as such terms are defined in Section 4 hereof)
or Bonus Opportunity, other than as part of an
across-the-board reduction applicable to all senior
executives of Comverse Technology, Inc.;"
(b) The text of Section 4 is deleted in its entirety and
replaced by the following new text:
"As of the Effective Date and for the remainder of
fiscal year 2006, the Executive shall be paid a Base
Salary at the rate of five hundred fifty thousand
dollars ($550,000) per annum, payable in accordance with
the regular payroll practices of the Company. For fiscal
year 2007 (and retroactive to February 1, 2007), the
Executive shall be paid a Base Salary at the rate of
five hundred fifteen thousand dollars ($515,000) per
annum, payable in accordance with the regular payroll
practices of the Company. In respect of fiscal year 2008
and future fiscal years, the Base Salary shall be
reviewed and increased no less frequently than annually,
though the amount of such increase shall be determined
in the discretion of the Board or the Compensation
Committee. The Base Salary (after giving effect to any
increase) may not be decreased unless the Executive
provides his prior written consent to such decrease. In
addition, during the Special Circumstances Period (as
hereinafter defined), and retroactive to February 1,
2007, the Executive shall be paid a salary supplement
(the "Salary Supplement") at the rate of one hundred
thirty-five thousand dollars ($135,000) per annum (which
shall not constitute part of "Base Salary" for the
purposes hereof). For purposes hereof, "Special
Circumstances Period" shall mean the period commencing
on February 1, 2007 and ending six months after the date
that the Company becomes current in the filing of its
periodic reports on Form 10-K and Form 10-Q with the
Securities and Exchange Commission pursuant to
Securities Exchange Act of 1934, as amended.
(c) The words "(the "Special Retention Bonus")" are deleted
from Section 5(b).
(d) The following new subsections (c) and (d) are added to
Section 5 as follows:
"(c) In view of the fact that extraordinary
time, effort and commitment may continue to be required
of the Executive, the Company shall pay to the Executive
(i) a special retention bonus of four hundred thousand
dollars ($400,000), which shall be due and payable on
September 15, 2007, and (ii) a special retention bonus
of four hundred thousand dollars ($400,000), which shall
be due and payable on January 31, 2008, provided that,
with respect to each such bonus, the Executive remains
employed by the Company on a continuous basis through
the applicable payment date.
(d) For purposes hereof, the special retention
bonuses referred to in Sections 5(b) and 5(c) are
referred to collectively as the "Special Retention
Bonus.""
(e) Each of Sections 11(a)(i), 11(b)(i), 11(c)(i) and
11(d)(i) is amended by adding the words "and Salary Supplement" following the
words "Base Salary" where it appears therein.
2. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, and all of which taken
together will constitute one and the same written agreement, which will be
binding and effective as to all the Parties.
3. Binding Effect. This Agreement shall be binding upon each of the
Parties hereto, and upon their respective successors and assigns, and shall
inure to the benefit of each of the Parties hereto, and their respective
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successors and assigns. Subject to the foregoing sentence, no person not a Party
hereto shall have any right under or by virtue of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed as of the date first set forth above.
COMVERSE TECHNOLOGY, INC.
By: /s/ Avi Xxxxxxxxx
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Name: Avi Xxxxxxxxx
Title: Interim Chief Financial Officer,
Vice President of Finance and
Treasurer
/s/ XXXX X. XXXXXXXX
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XXXX X. XXXXXXXX
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