Exhibit 10.3
Comverse Technology, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
April 28, 2006
Xx. Xxxxxxx X. Xxxxx
c/o Comverse Technology, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxx,
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
-----------------------------------
Xxxx X. Xxxxxxxx
General Counsel and V.P.-Legal
Agreed, acknowledged and accepted
as of the 28th day of April, 2006.
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
EXHIBIT A
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TERMS OF EMPLOYMENT AGREEMENT
BETWEEN
COMVERSE TECHNOLOGY, INC.
AND
XXXXXXX X. XXXXX
1. Compensation None. In consideration of the terms set forth
below, the Employee agrees to be employed as
set forth herein.
2. Benefits During the Employment Term (as defined below),
the Company will continue to provide the
Employee with 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. and any or all
other subsidiaries or affiliates of the Company
if, as and when requested by the Company.
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 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 (the "Special Committee") and its
designees.
(b) The Employee shall have no authority to (i)
sign any document in the name of or on behalf
of the Company or to otherwise bind the Company
in any way; or (ii) 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. Office and System Access The Employee shall only be permitted to utilize
any of the Company's premises or have access to
any of the Company's records or systems
(including financial and accounting systems),
to the extent expressly approved by the Special
Committee.
9. Non-Disclosure and
Non-Competition The Employee agrees to be bound by the
non-disclosure and non-competition provisions
historically applicable to senior executives of
the Company.
10. 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 11 below, Sections
3(a), 3(c) and 4 shall survive the termination
of this Agreement.
11. 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.
12. 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.
