Amendment to Make-Whole Award Deferred Stock Award Agreement



 Exhibit 10.141 

EXECUTION COPY 
 

 
 April 29, 2008 

Cynthia L. Shereda 
 Comverse Technology, Inc.

 810 Seventh Avenue 
 35th Floor

 New York, NY 10019 

Re: Amendment to the make-whole Deferred Stock Unit Award Agreement (the “Deferred Stock Award Agreement”) dated as
of October 15, 2007 between Comverse Technology, Inc. (the “Company”) and Cynthia Shereda 
 Dear Cynthia: 

The Compensation Committee of the Company’s Board of Directors has authorized two amendments to the terms of the Deferred Stock Award
Agreement. Upon your execution of this letter amendment below, the Deferred Stock Award Agreement is hereby amended as provided below: 

1. Section 3(c) of the Deferred Stock Award Agreement is deleted in its entirety and replaced with the following new
Section 3(c) which shall read as follows: 
 “(c) Certain Terminations. In the event of Service Termination by the Company or
an Affiliate without Cause or by the Grantee for Good Reason or resulting from the Grantee’s Disability or death, the Granted Units shall vest on the Termination Date and the shares of Common Stock to be issued under the vested Granted Units in
accordance with Section 4 hereof shall be delivered to the Grantee on the applicable Vesting Date.” 
 2.
Section 4(a) of the Deferred Stock Award Agreement is amended by adding the following as the last sentence of Section 4(a): 

“Notwithstanding anything to the contrary contained in this Section 4(a), and subject to Section 4(b), the number of shares of Common
Stock deliverable to the Grantee in respect of any Granted Units which vest in calendar year 2008 shall be deliverable to the Grantee on the first date within the “short-term deferral period” (as defined in Treasury Reg.
§l.409A-l(b)(4)) on which there is an Effective Registration (as defined below) in place, but in no event later than March 15, 2009; provided, however, that in the event of the Grantee’s Service Termination in accordance
with Section 3(b) prior to March 15, 2009 and there is no Effective Registration in place, the number of shares of Common Stock in respect of any Granted Units which are vested as of the Termination Date shall be delivered to the Grantee
on the Termination Date, less a number of shares of Common Stock with an aggregate value sufficient to cover any applicable Withholding Tax, with the shares of Common Stock valued using the closing price of the Common Stock on the 







 
Termination Date. For purposes of this Section 4, “Effective Registration” shall mean the registration of the shares of Common Stock granted to the Grantee hereunder pursuant to an
effective registration statement on Form S-8 or any successor form under the Securities Act of 1933, as amended, and no restrictions under applicable law apply to the resale of such shares of Common Stock at the time of delivery of such shares of
Common Stock.” 
 Except as expressly herein amended, the terms and conditions of the Deferred Stock Award Agreement shall
remain in full force and effect. 
  

			
	COMVERSE TECHNOLOGY, INC.
		
	By:	 	 /s/ Andre Dahan

	Name:	 	Andre Dahan
	Title:	 	President and Chief Executive Officer


  


	
	Accepted and Agreed as of April 29, 2008:
	
	 /s/ Cynthia L. Shereda

	Cynthia L. Shereda

  

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