mm04-2210_8ke101.htm


     

    EXHIBIT 10.1

    
 

    AMENDMENT
TO EMPLOYMENT AGREEMENT

    


    This
Amendment (the “Amendment”) to the Employment Agreement, dated May 21, 2009 (the
“Employment Agreement”), by and between Comverse Technology, Inc., a New York
corporation (the “Company”), and Stephen M. Swad (the “Executive”) is entered
into on April 22, 2010 by and between the Company and the Executive
(collectively, the “Parties”).

    


    W I T N E
S S E T H:

    -------------------

    


    WHEREAS,
the Executive and the Company previously entered into the Employment Agreement
under which the Company continues to employ the Executive;

    


    WHEREAS,
the Parties wish to amend the Employment Agreement to make certain revisions in
accordance with the terms and conditions herein;

    


    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.  Section 11 is hereby amended by
      deleting the text thereof in its entirety and replacing it with the
      following:

            


    

    


    “The
Company shall pay the Executive a one-time set-up lodging payment in the amount
of twenty-four thousand ($24,000), payable with the first payroll after May 1,
2010 in accordance with the regular payroll practices of the Company.  From
and after May 1, 2010 and through and including April 30, 2011, the Executive
shall be entitled to a living allowance in the amount of sixteen thousand
($16,000) per month payable as and when Base Salary is payable in accordance
with the regular payroll practices of the Company (but such payments shall not
constitute “Base Salary” for purposes hereof) to facilitate the Executive’s
providing services based in the Company’s New York headquarter offices.  In
the event the Executive’s employment is terminated, the Executive shall be
entitled to the following: (i) amounts payable under this Section 11 but not
paid prior to the date of termination and (ii) (a) if the termination occurs
prior to January 31, 2011, a single, lump sum payment in the amount of $27,000
and (b) if the termination occurs on or after January 31, 2011 and prior to
April 30, 2011, payable to Executive in a single, lump sum payment in the amount
of $13,500, in each case, less applicable tax withholdings within 30 calendar
days after the date of termination, in accordance with the Company’s regular
payroll practice; provided, however, in the event
the Company terminates the Executive’s employment for Cause or the Executive
terminates his employment without Good Reason, the Executive shall only be paid
the amounts referred to in clause (i) above.  For purposes of clarity,
the amounts payable under clause (ii) above shall be deemed as amounts earned,
accrued or owing prior to the date of termination for purposes of Section
12(a)(iii), 12(c)(vii) and 12(d)(vii) hereof.”

     

     

    
      
         

      

      
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              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 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/ Andre Dahan 	 
	 	 	Name:  Andre Dahan	 
	 	 	Title: President and Chief Executive
      Officer	 


      

    

     

    
      
        	 	THE EXECUTIVE	 
	 	 	 	 
	
                 

              	 /s/  
      Stephen M.
      Swad 	 
	 	Stephen M.
      Swad	 


      

    

     

     

     

     


    
       

      
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