COMVERSE TECHNOLOGY, INC.
Stock Option Agreement
This STOCK OPTION AGREEMENT governs the terms and conditions
of the stock option (the "Option") specified in the Notice of Grant of Stock
Options and Option Agreement delivered herewith (the "Notice of Grant")
entitling the person to whom the Notice of Grant is addressed (the "Grantee") to
purchase from Comverse Technology, Inc. (the "Corporation") the number of shares
(the "Shares") of the Corporation's Common Stock, par value $.10 per share (the
"Common Stock") indicated in the Notice of Grant, subject to adjustment.
1. The Option. The Option is granted pursuant to the Corporation's
Stock Option or Compensation Plan indicated in the Notice of Grant (the "Plan")
and is effective from and after the effective date specified in the Notice of
Grant (the "Date of Grant"). The Grantee, by executing the Notice of Grant and
accepting the Option, acknowledges that the Option is in all respects subject to
and governed by the terms of this Agreement and of the Plan. The Grantee
acknowledges receipt of the Plan and that the provisions of the Plan are
incorporated herein by reference in their entirety.
2. The Option Price. The purchase price of the Shares issuable upon
exercise of the Option is the price specified in the Notice of Grant, subject to
adjustment as provided in the Plan (the "Option Price"), which price is agreed
to be not less than the fair market value of the Shares as of the Date of Grant.
3. Exercise of Option.
(a) The exercise of the Option and the acquisition, holding
and disposition of the Shares shall be subject to the terms and provisions of
the Plan and this Agreement. Neither the Grantee nor the Grantee's legal
representatives, legatees or distributees shall be or be deemed to be the holder
of any of the Shares unless and until the Option shall have been duly exercised
and certificates representing such Shares shall have been issued. Upon payment
of the Option Price in accordance with the terms hereof, the Shares shall be
fully paid and nonassessable.
(b) Except as otherwise expressly provided in this Agreement
or in the Plan, the right to purchase Shares under the Option shall vest and
become nonforfeitable in increments on dates (each, an "Incremental Vesting
Date") commencing, as to one-quarter of the total number of Shares, with the
first anniversary of the Date of Grant, and occurring thereafter, as to six and
one-quarter percent (6-1/4%) of the total number of Shares, on the day of the
month corresponding to the Date of Grant (or the last day, if the month does not
have a corresponding day) of each third month following the immediately
preceding Incremental Vesting Date, provided that the Grantee shall be in the
qualified employ or service of the Corporation, or any parent or subsidiary of
the Corporation, on the applicable Incremental Vesting Date. The Option shall
become exercisable at each Incremental Vesting Date for the number of Shares
vesting at such date, and shall thereafter remain exercisable as to such Shares
until it is exercised in full or terminates, provided that in no event shall the
Option be exercisable after the expiration often years from the Date of Grant.
Upon the termination of the Grantee's qualified employment or service for any
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reason, the Option shall cease to vest and shall thereafter be exercisable,
within the applicable limits referred to in Section 5 (generally for 90 days
after termination, or one year in the case of death), only for the number of
Shares that had become vested as of the date of such termination.
(c) The person at the time entitled to exercise the Option
(the "Option Holder") may exercise the Option by delivering to the Corporation,
not more than thirty calendar days prior to the date upon which all or any
portion of the Option is to be exercised, written notice (the "Notice") of his
election to exercise all or a part of the Option, which Notice shall specify the
date for the exercise of the Option and the number of Shares in respect of which
the Option is to be exercised. The date specified in the Notice shall be a
business day of the Corporation. In the event that, at the time an Option Holder
desires to exercise an Option, the Corporation shall have in effect an
arrangement with a financial institution (the "Designated Broker") providing
facilities for the exercise of Options and the payment of the Option Price, the
Option Holder may cause the Option to be exercised on his behalf by the
Designated Broker upon such terms and subject to such conditions as shall exist
as part of such arrangement.
(d) Upon the exercise of the Option in accordance with the
immediately preceding paragraph, the Option Price of the Shares in respect of
which the Option is exercised shall be paid in full by or for the account of the
Option Holder, in immediately available United States dollars; no other form of
payment will be accepted.
(e) Unless a registration statement under the Securities Act
of 1933, as amended (the "Securities Act"), permitting the sale and delivery of
the Shares upon exercise of the Option shall be in effect at the date of such
exercise, the Shares shall be issued only in reliance on the Option Holder's
representations made hereby and effective the date of such issuance that such
Shares are being acquired for investment and not with a present view to
distribution; that the Option Holder understands that the Shares have not been
registered under the Securities Act and cannot be sold, transferred, pledged or
hypothecated unless a registration statement under the Securities Act is in
effect with respect thereto or the Corporation has received an opinion of
counsel, satisfactory to it, to the effect that such registration is not
required; that the Option Holder has such knowledge and experience in financial
and business matters as is necessary to evaluate the risks of the investment
represented by the purchase of the Shares and is able to bear the economic risk
of such investment; that the Option Holder is purchasing the Shares based on an
independent evaluation of the long-term prospects of the Corporation; and that
the Option Holder has been furnished with such financial and other information
relating to the Corporation as the Option Holder has requested. The Corporation
may require, as a condition of the issuance of any Shares upon the exercise of
the Option, that the person exercising the Option execute and deliver to the
Corporation such certificates, agreements or other instruments as in the
judgment of the Corporation may be necessary or otherwise appropriate to assure
that the Shares are issued in accordance with the Securities Act and all other
applicable laws and regulations and that the certificates representing the
Shares issued upon such exercise bear any restrictive legend required for such
purpose. If, and to the extent that, in the judgment of the Corporation the
exercise of the Option may, under applicable laws or regulations in effect at
the time of exercise, subject the Corporation to any obligation to withhold or
pay amounts for federal, state, local, social security, or any other taxes, the
exercise of the Option and the issuance of any Shares thereunder shall be
subject to such conditions, including the payment of funds to the Corporation or
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the offset of amounts otherwise payable by the Corporation, as the Corporation
may determine to be necessary or otherwise appropriate to satisfy such
obligation.
4. Adjustment of Option. The number of Shares issuable upon exercise of
the Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of certain events specified in
the Plan, shall be determined and subject to adjustment, as the case may be, in
accordance with the procedures specified therein. Any such adjustment shall be
made to the nearest whole share, and no fractional shares shall be issued as a
result of any adjustment pursuant to this Section.
5. Transfer of Option Termination of Employment. Neither the Option nor
any interest therein shall be assignable or transferable except as expressly
permitted by, and in accordance with the applicable terms and conditions of, the
Plan. If the employment of the Grantee is terminated for any reason or if the
Grantee shall retire or die while in the employ of the Corporation or any of its
subsidiaries, or during the period in which the Option may be exercised after
the termination of the Grantee's employment, subject to the applicable terms and
conditions of this Agreement, the Option may be exercised within the time limits
described in the Plan by the person or persons specified therein as to the
number of Shares vested as of the date of termination in accordance with
subsection 3(b).
6. Miscellaneous.
(a) As a condition of the grant of the Option, the Grantee
hereby agrees, for himself and his personal representatives, successors and
assigns, that any dispute which may arise under or as a result of the
application of the terms and conditions of this Agreement or the Plan shall be
determined by the Board of Directors of the Corporation or any Committee thereof
to whom the administration of the Plan is delegated thereunder, which
determination shall be final, binding and conclusive.
(b) The existence of the Option shall not be deemed to
constitute or confer upon the Option Holder any rights as a shareholder of the
Corporation prior to its exercise, and shall not be deemed to affect in any way
the right or power of the Corporation or its shareholders to make or authorize
to be made (i) any adjustments, recapitalizations, reorganizations or other
changes in the capital structure or business of the Corporation, (ii) any merger
or consolidation of the Corporation with or into any other corporation or
entity, (iii) any issue of bonds, debentures or capital stock entitling the
holders thereof to rights, preferences or privileges superior to the holders of
shares of Common Stock in respect of such shares, (iv) the dissolution or
liquidation of the Corporation, or the sale or transfer of all or any part of
its assets or business or (v) any other corporate act or proceeding, whether of
a similar character or otherwise.
(c) In the event that the Option Holder shall at any time sell
any of the Shares, he shall give written notice of such sale to the Corporation
not later than ten days after the date thereof, which notice shall state the
number of Shares sold and the amount received upon such sale.
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(d) This Agreement shall be binding upon and shall inure to
the benefit of any successor or assign of the Corporation and, to the extent
provided herein and in the Plan, shall be binding upon and inure to the benefit
of the Grantee's legal representatives, successors and assigns.
(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed entirely in such State.
(f) This Agreement, together with the Notice of Grant and the
Plan, constitutes the entire agreement and understanding between the Corporation
and the Grantee relative to the subject matter hereof and may be amended,
modified or superseded, except as otherwise expressly provided in the Plan, only
by a written instrument duly executed by the party or parties sought to be bound
thereby.
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