Form of Comverse, Inc. 2012 Annual Performance Plan



 Exhibit 10.27 
 COMVERSE, INC. 
 2012 ANNUAL PERFORMANCE BONUS PLAN 

Article 1. Establishment & Purpose 
 1.1 Establishment. Comverse, Inc., a Delaware corporation (“Comverse” and in combination with its subsidiaries, the “Company”), hereby establishes the 2012 Annual
Performance Bonus Plan (the “Plan”) as set forth herein. 
 1.2 Purpose of Plan. The purpose of this
Plan is to motivate, retain and reward employees of the Company who can make significant contributions to the Company’s success by providing for annual incentive bonuses if pre-established annual performance goals are achieved. The Plan is also
intended to qualify as a performance-based compensation plan under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). 
 Article 2. Administration 
 The Plan shall be administered by the
Compensation and Leadership Committee (the “Committee”) of the Comverse Board of Directors (the “Board”), comprised exclusively of “outside directors” within the meaning of Code Section 162(m) and
Treasury Regulation § 1.162-27(c)(4). The Committee shall have the authority, subject to the provisions herein, (a) to select the Company employees to participate in the Plan; (b) to establish and administer the Performance Goals
(as defined herein) and the bonus opportunities applicable to each participant and certify whether the goals have been attained; (c) to construe and interpret the Plan and any agreement or instrument entered into under or in connection with the
Plan; and (d) to make all other determinations that may be necessary or advisable for the administration of the Plan. Any determination by the Committee pursuant to the Plan shall be final and binding upon the participants, the Company, and all
other interested individuals. To the extent not inconsistent with applicable law, including the applicable provisions of Section 162(m) of the Code, the Committee may delegate to one or more officers of the Company or a committee of officers of
the Company the authority to take actions on its behalf pursuant to the Plan; provided, however, that no delegation shall be made regarding the selection of participants or the amount, timing or other terms and conditions regarding payments made
pursuant to the Plan. 
 Article 3. Eligibility 
 Eligibility shall be limited to employees of the Company who may be a “covered employee” within the meaning of Code Section 162(m)(4) and Treasury Regulation § 1.162-27(c)(2) and
such other employees, as determined by the Committee in its discretion. The Committee, in its discretion, shall designate in writing those eligible employees of the Company who shall participate in the Plan (each, a “Covered
Employee”) for any fiscal year or other accounting period selected by the Committee no later than the applicable deadline (the “Determination Date”) for the establishment of Performance Goals permitting the compensation
payable to each such Covered Employee 







 
for such fiscal year or period to qualify as “qualified performance-based compensation” under Treasury Regulation § 1.162-27(e). Designation as a Covered Employee shall be
conclusive for the fiscal year or period to which the designation applies whether or not such employee is deemed a “covered employee” (within the meaning of Code Section 162(m)) at the end of such period. Designation as a Covered
Employee for any fiscal year or period shall not entitle an employee to participate in the Plan for any other fiscal year or period. 

Article 4. Performance Goals 
 4.1 Establishment of Performance Goals. A Covered Employee’s bonus shall be determined based on the attainment of written performance goals (the “Performance Goals”)
established by the Committee as of the beginning of each of the Company’s fiscal years or other accounting periods selected by the Committee (“Performance Periods”). The Performance Goals shall be established (a) while the
outcome for the Performance Period is substantially uncertain and (b) no later than ninety (90) days after the commencement of the Performance Period to which the Performance Goal relates (or, if the Performance Period is less than one
(1) year, no later than the number of days which is equal to twenty-five percent (25%) of such Performance Period). The Performance Goals need not be the same for all Covered Employees. 

4.2 Performance Measures. Performance Goals shall be based on any of the following business criteria, either alone or in any
combination, on either a consolidated or business unit or divisional level, as the Committee may determine: (a) sales or revenue; (b) earnings per share; (c) measurable achievement in quality, operation and compliance initiatives;
(d) objectively determinable measure of non-financial operating and management performance objectives; (e) net earnings (either before or after interest, taxes, depreciation and amortization); (f) economic value-added (as determined
by the Committee); (g) net income (either before or after taxes); (h) operating income and segment performance; (i) cash flow (including, but not limited to, operating cash flow and free cash flow); (j) cash flow return on
capital; (k) return on net assets; (l) return on stockholders’ equity; (m) return on assets; (n) return on capital; (o) stockholder returns, dividends and/or other distributions; (p) return on sales; (q) gross
or net profit margin; (r) productivity; (s) expenses; (t) margins; (u) operating efficiency; (v) customer satisfaction; (w) measurable achievement in quality and compliance initiatives; (x) working capital;
(y) debt; (z) debt reduction; (aa) price per share of stock; (bb) market share; (cc) completion of acquisitions; (dd) business expansion; (ee) product diversification; (ff) new or expanded market penetration; (gg) reductions in cost;
(hh) regulatory achievements (including submitting or filing applications or other documents); (ii) strategic partners or transactions (including in-licensing and out-licensing of intellectual property, establishing relationships with
commercial entities with respect to the marketing, distribution or sale of the Company’s products; (jj) financial ratios; and (kk) financing and other capital raising transactions. The foregoing criteria shall have any reasonable definitions
that the Committee may specify, which may include or exclude any or all of the following items, as the Committee may specify: (pp) extraordinary, unusual or non-recurring items; (qq) effects of changes in tax law, accounting principles or other such
laws or provisions affecting reported results; (rr) effects of currency 







 
fluctuations; (ss) effects of financing activities (e.g., effect on earnings per share of issuing convertible debt securities); (tt) expenses for restructuring, productivity initiatives or new
business initiatives; (uu) impairment of tangible or intangible assets; (vv) litigation or claim judgments or settlements; (ww) non-operating items; (xx) acquisition expenses; (yy) discontinued operations; and (zz) effects of assets sales
or divestitures. Any such business criterion or combination of such criteria may apply to the Covered Employee’s bonus opportunity in its entirety or to any designed portion or portions of the bonus opportunity, as the Committee may specify.

 Article 5. Bonus Opportunity 
 No later than the Determination Date for each Performance Period, the Committee shall establish, in writing, the method for computing the amount of compensation that will be payable under the Plan to each
Covered Employee if the Performance Goals established by the Committee for such Performance Period are attained in whole or in part. Such method shall be stated in terms of an objective formula that precludes discretion to increase the amount of the
bonus that would otherwise be payable hereunder. The method need not be the same for all Covered Employees. Notwithstanding anything to the contrary contained herein, the Committee may exercise negative discretion (within the meaning of Treasury
Regulation § 1.162-27(e)(2)(iii)(A)) with respect to any bonus payable hereunder to reduce any amount that would otherwise be payable hereunder. After a Performance Goal has been established, the Committee shall not revise such
Performance Goal and after computing the amount of compensation payable under the Plan if the Performance Goals established by the Committee for such Performance Period are attained in whole or part, the Committee shall not increase the amount of
such payments. 
 Article 6. Maximum Bonus 
 The maximum amount of compensation that may be paid under the Plan to any Covered Employee for any fiscal year shall be $7,000,000. 
 Article 7. Certification of Performance Goals and Payment of Bonus 
 7.1
Certification by Committee. As soon as practicable after the close of the Performance Period and prior to the payment of any bonus, the Committee shall review the Company’s performance and certify in writing the extent to which the
applicable Performance Goals have been achieved. 
 7.2 Payment of Bonus After Certification. Each bonus, to the extent
earned, shall be paid in a single lump sum cash payment, less applicable withholding taxes, as soon as practicable following the Committee’s certification described in the preceding sentence. Payments under this Plan are intended to qualify as
short-term deferrals under Code Section 409A and shall be made no later than the date two and one-half (2 1/2) months following the close of the fiscal year in which such bonus was earned; provided, however, that any payment that is delayed due
to an event described in Treasury Regulation § 1.409A-1(b)(4)(ii), shall be paid as soon as practicable. Except as otherwise determined by the Committee, in its sole discretion, a Covered Employee shall not be








 
entitled to payment of a bonus otherwise earned under the Plan if such Covered Employee is not employed by the Company on the payment date for such bonus. If a person becomes a participant during
a Performance Period, if a person who otherwise would have been a participant dies, retires or is disabled during a Performance Period, the bonus payable to such a participant under this Plan may, in the discretion of the Committee, be
proportionately reduced based on the period of actual employment during the applicable Performance Period. The Company shall have the right to make all payments or distributions pursuant to the Plan to a participant, net of any applicable federal,
state and local taxes required to be paid or withheld. The Company shall have the right to withhold from wages, bonuses or other amounts otherwise payable to such participant such withholding taxes as may be required by law, or to otherwise require
the participant to pay such withholding taxes. If the participant shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to such participant or to take such other action as may be necessary to satisfy such withholding obligations. 
 Article 8. Forfeiture
and Claw-Back Provisions 
 The Committee may provide that any bonus paid under the Plan shall be subject to the provisions
of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated
thereunder, to the extent set forth in such claw-back policy. 
 Article 9. Funding 

The Plan shall be unfunded. The Company shall not be required to segregate any assets to ensure payment of any bonus under the Plan.

 Article 10. Amendment and Termination 
 The Board may amend or terminate the Plan at any time subject to any requirement for stockholder approval imposed by applicable law, including Section 162(m) of the Code; provided, however,
that no amendment shall cause any performance-based bonus payable under the Plan not to qualify under Code Section 162(m). No amendments to, or terminations of, the Plan shall in any way impair the rights of a participant under any bonus
opportunity previously granted without such participant’s consent. 
 Article 11. Stockholder Approval 

Payment of any bonus under this Plan shall be contingent upon approval of this Plan by a majority of the stockholders of Comverse
Technology, Inc., (which, as of the effective date of the Plan, is the owner of 100% of the common stock of Comverse), in accordance with Treasury Regulation § 1.162-27(e)(4), as modified by Treasury Regulation § 1.162-27(f)(4),
including the applicable Performance Goals relating thereto. Unless and until such stockholder approval is obtained, no bonus shall be paid pursuant to this Plan. To the extent necessary for purposes of Code Section 162(m), this Plan shall








 
be resubmitted to stockholders for their reapproval with respect to bonuses payable for the taxable years of Comverse commencing on or after the fifth (5th) anniversary of the initial stockholder approval, or at such
earlier time required by Code Section 162(m). 
 Article 12. Effective Date 

The Plan shall be effective on the date that it is adopted by the Board, contingent on approval of the Plan by the shareholders as set
forth in Article 11 above. 
 Article 13. Interpretation and Construction 

Any provision of this Plan to the contrary notwithstanding, (a) bonuses under this Plan are intended to qualify as “qualified
performance-based compensation” under Treasury Regulation § 1.162-27(e) and (b) any provision of the Plan that would prevent any bonus under the Plan from so qualifying shall be administered, interpreted and construed to carry
out such intention and any provision that cannot be so administered, interpreted and construed shall be disregarded. No provision of the Plan, nor the selection of any Covered Employee to participate in the Plan, shall constitute an employment
agreement or affect the duration of any Covered Employee’s employment, which shall remain “employment at will” unless an employment agreement between the Company and the Covered Employee provides otherwise. All references in the
Plan to sections of the Code or to Treasury Regulations shall be interpreted to include any amendment or successor provisions thereto. 

Article 14. Right of Discharge 
 Nothing in this Plan shall provide any participant a right to receive any bonus opportunity or payment under the Plan with respect to a Performance Period. Nothing in the Plan nor the grant of a bonus
opportunity hereunder shall confer upon any participant the right to continue in the employment of the Company or affect any right that the Company may have to terminate the employment of (or to demote or to exclude from future bonuses under the
Plan) any such participant at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable for the loss of existing or potential profit from a bonus opportunity granted in the event of the termination of
employment of any participant. No participant shall have any claim to be granted any bonus opportunity under the Plan, and there is no obligation for uniformity of treatment of participants under the Plan. All bonus opportunities pursuant to the
Plan are in consideration of services performed or to be performed for the Company. Any income or gain realized pursuant to bonuses paid under the Plan constitute a special incentive payment to the participant and shall not be taken into account, to
the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company except as may be determined by the Committee or by the Board. 
 Article 15. Governing Law 
 The terms of this Plan shall be governed by the
laws of the State of Delaware without giving effect to the conflict of law principles thereof.