Exhibit
10.1
Comverse Technology, Inc.
October 28, 2008
Avi T. Aronovitz
Comverse Technology, Inc.
810 Seventh Avenue, 35th Floor
New York, NY 10019
Dear Avi:
On behalf of Comverse Technology,
Inc. (the “Company”), we wish to thank you for your
years of dedicated service. This letter will govern the terms and
conditions of your separation from service with the Company and its
subsidiaries and affiliates. We hereby agree as follows:
1. Your
service as an officer and employee of the Company shall terminate
at the close of business on November 30, 2008 (the
“Separation Date”). Promptly following the execution of
this letter agreement, the Company shall provide you with a copy of
the Form 8-K disclosure that it will file describing the terms of
your separation.
2. You
will resign from the Boards of Directors of Verint Systems Inc. and
Ulticom, Inc., and any other subsidiary boards of directors or
committees thereof, effective on the Separation Date or such
earlier date as may be requested in writing by the
Company.
3. You
will return all Company property to the Company on the Separation
Date, including, without limitation, all Company automobiles,
computers, telephones, blackberry devices, and all forms of
confidential information related to the business of the Company
other than the IMAC computer and printer that you currently utilize
at home (which you shall be entitled to retain).
4. You
will execute and deliver to the Company a release, in the form of
Exhibit A hereto, in accordance with the terms thereof, on the
Separation Date and dated such date.
5. In
respect of your separation, you will be entitled to the payments
and benefits from the Company and its subsidiaries as set forth on
Exhibit B hereto. The payments and benefits set forth on Exhibit B
shall be the sole and exclusive compensation to which you will be
entitled in respect of your service with the Company and its
subsidiaries or termination thereof.
6. Until
such time as the Company discloses information about your
separation from service to the public, the Company will not
disclose such separation or the terms thereof to anyone, other than
to members of the Board of Directors of the Company, members of the
Boards of Directors of Verint Systems Inc., Ulticom, Inc. and other
Company subsidiaries, employees of the Company, Verint Systems
Inc., Ulticom Inc. and other Company subsidiaries, and/or outside
legal counsel to the Company, Verint Systems Inc., Ulticom Inc. and
other Company subsidiaries, provided, in each case, that such
individuals are instructed to maintain confidentiality. Until such
time as the Company discloses information about your separation
from service to the public, unless otherwise agreed, you will not
disclose such separation or the terms thereof to anyone, other than
to your immediate family and your legal and financial advisors,
provided, in each case, that such individuals are instructed to
maintain confidentiality.
Avi T. Aronovitz
October 28, 2008
Page 2
7. To
address the fact that certain of your stock options may terminate
before the Company's current prohibition on the exercise of stock
options (the "Restricted Period") has expired ( i.e. , when
the Company is in compliance with its reporting obligations under
the federal securities laws), the Company confirms that, in
accordance with the terms of the applicable stock option plans and
in the same manner applicable to employees in general, the period
during which you may exercise any of your stock options that would
otherwise expire during the Restricted Period has been extended
until the later to occur of (i) 90 days after the Separation Date
and (ii) 30 days after the Restricted Period has expired. However,
such extension of the exercise period will not extend the term of
any such options beyond the expiration date that otherwise would
have applied if you had remained an employee. The Company will
provide written notice to you when option exercises can resume in
the same manner as it provides such notice to other former employee
option holders, provided that you provide the Company with timely
contact information.
This letter shall amend all
agreements and arrangements relating to your employment and service
with the Company and any of its subsidiaries, including your
Employment Agreement with the Company, dated as of July 13, 2006,
as amended on April 20, 2007 (the “Employment
Agreement”), in accordance with Section 17 of the Employment
Agreement. This letter and the Employment Agreement (as amended
hereby) shall constitute the entire agreement between the parties
and shall supersede the provisions of all other prior agreements
expressly concerning the subject matter herein and in the
Employment Agreement.
Sincerely,
COMVERSE TECHNOLOGY, INC.
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By:
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/s/ Lance Miyamoto
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Name:
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Lance
Miyamoto
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Title:
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Executive Vice
President, Global Head – Huma
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