Deferred Stock Award Agreement - Comverse and Shefali Shah



 Exhibit 10.172 

COMVERSE TECHNOLOGY, INC. 

2005 STOCK INCENTIVE COMPENSATION PLAN 

DEFERRED STOCK AWARD AGREEMENT 

REFERENCE NUMBER: 010-08 

SECTION 1. GRANT OF DEFERRED STOCK UNITS. 

(a) Award. On the terms and conditions set forth in this Agreement, the Company granted to Shefali Shah (the “Grantee”) a total of
90,000 Deferred Stock Units (the “Granted Units”) on March 11, 2010 (the “Grant Date”). 
 (b)
Shareholder Rights. The Grantee (or any successor in interest) shall not have any of the rights of a shareholder (including, without limitation, voting, dividend and liquidation rights) with respect to the Granted Units until such time as the
Company delivers to the Grantee the shares of Common Stock in settlement of the Granted Units, as described in Section 4. 
 (c) Plan
and Defined Terms. This award is granted under and subject to the terms of the 2005 Stock Incentive Compensation Plan (the “Plan”), which is incorporated herein by reference. Capitalized terms used herein and not defined in the
Agreement shall have the meaning set forth in the Plan. 
 (d) Grantee Undertaking. The Grantee agrees to execute such further
instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. 
 SECTION 2. NO TRANSFER
OR ASSIGNMENT OF AWARD. 
 This Award and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred
(whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process; provided, however, that the Grantee shall be permitted to transfer this award, in connection with his or her estate
plan, to the Grantee’s spouse, siblings, parents, children and grandchildren or a charitable organization that is exempt under Section 501(c)(3) of the Code or to trusts for the benefit of such persons or partnerships, corporations,
limited liability companies or other entities owned solely by such persons, including trusts for such persons or to the Grantee’s former spouse in accordance with a domestic relations order. 

SECTION 3. VESTING; TERMINATION OF SERVICE. 

(a) Vesting. This award shall vest with respect to forty percent (40%) of the Granted Units on the first anniversary of the Grant Date, thirty
percent (30%) of the Granted Units on the second anniversary of the Grant Date, and thirty percent (30%) of the Granted Units on the third anniversary of the Grant Date or such earlier date as may be determined pursuant to any other
subsection of this Section 3 (each, a “Vesting Date”). 
 (b) Termination of Continuous Service. Except as otherwise
provided in this Section 3, the unvested portion of the award shall be forfeited as of the date (the “Termination Date”) that the Grantee actually ceases to provide services to the Company or an Affiliate in any capacity of Employee,
Director or Consultant (irrespective of whether the Grantee continues to receive severance or any other continuation payments or benefits after such date) for any reason (such 







 
cessation of the provision of services by Grantee being referred to as “Service Termination”). A Service Termination shall not occur and Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long
as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant. 
 (c)
Certain Termination. In the event of a Service Termination, (i) by the Company without Cause (ii) by the Company by providing a notice of non-renewal, in accordance with Section 2 of the Employment Agreement (iii) by the
Grantee for Good Reason, or (iv) resulting from the Grantee’s Disability or death, any unvested portion of 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 herein shall be delivered to the Grantee (or in the case of Grantee’s death, Grantee’s estate and/or beneficiaries, as the case may be) on the applicable Vesting Date. 

SECTION 4. SETTLEMENT OF GRANTED UNITS. 

Subject to Section 5 hereof, the Company shall deliver to the Grantee on each Vesting Date a number of shares of Common Stock equal to the aggregate
number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any
stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock. 

SECTION 5. WITHHOLDING REQUIREMENTS. 

In accordance with Section 14.2 of the Plan, the Grantee shall make arrangements satisfactory to the Company to enable it to satisfy all such
withholding requirements in respect of any delivery to the Grantee of shares of Common Stock pursuant to Section 4 hereof. 

SECTION 6. ADJUSTMENT OF GRANTED UNITS. 

If there shall be any change in the Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends), any extraordinary dividend, distribution of cash
or other assets to Shareholders of the Company, in order to prevent dilution or enlargement of participants’ rights under the Plan, the Committee shall adjust, in an equitable manner, the number and kind of shares that will be paid to the
Grantee upon settlement of the Granted Units. 
 SECTION 7. MISCELLANEOUS PROVISIONS. 

(a) No Retention Rights, No Future Awards. Nothing in this award or in the Plan shall confer upon the Grantee any right to any future Awards and to
continue in Continuous Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Grantee) or of the Grantee, which rights are
hereby expressly reserved by each, to terminate his or her Continuous Service at any time and for any reason, with or without cause. 
  

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 (b) Award Unfunded. The Granted Units represent an unfunded promise. The Grantee’s rights with
respect to the Granted Units are no greater than the rights of a general unsecured creditor of the Company. 
 (c) Notice. Whenever under
this Agreement it becomes necessary to give notice, such notice shall be in writing, signed by the party or parties giving or making the same, and shall be served on the person or persons for whom it is intended or who should be advised or notified,
by Federal Express (or other similar overnight service) or by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address that he or she
most recently provided in writing to the Company. 
 (d) Entire Agreement. This Agreement, the Plan and the Employment Agreement
constitute the entire contract between the parties hereto with regard to the Granted Units. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject
matter hereof. 
 (e) Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition whether of like or different nature. 
 (f) Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Grantee, the Grantee’s assigns and the legal representatives, heirs and legatees of the Grantee’s estate, whether or not any such person
shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof. 
 (g)
Section 409A. The following shall only be applicable if the Grantee is subject to taxation in the United States or the Grantee is otherwise subject to Section 409A: 

(i) If any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the
Company to the Grantee pursuant to this Agreement and in connection with the Grantee’s Service Termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A
and the Grantee is a specified employee as defined in Section 409A(2)(B)(i) as of the date of such Service Termination, no part of such Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit
shall be delivered or paid before the day that is six (6) months plus one (1) day after the date of such Service Termination (the “New Payment Date”). The aggregate of any Granted Units (any payment in lieu thereof), shares of
Common Stock in respect thereof or other benefit that otherwise would have been delivered or paid to the Grantee during the period between the date of Service Termination and the New Payment Date shall be delivered or paid to the Grantee in a lump
sum on such New Payment Date. Thereafter, any delivery or payments that remain outstanding as of the date immediately following the New Payment Date shall be delivered or paid without delay over the time period originally scheduled, in accordance
with the terms of this Agreement. 
 (ii) The parties acknowledge and agree that the interpretation of Section 409A and its
application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, any Granted Units (any payment in lieu thereof),
shares of Common Stock in respect thereof or other benefit provided by the Company to the Grantee that would be deemed to 
  


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constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If however, the Granted Units (any payment in lieu
thereof), shares of Common Stock in respect thereof or any other benefit is deemed to not comply with Section 409A, the Company and the Grantee agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to
the timing of any settlement of Granted Units or any payment in lieu thereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting
renegotiated terms shall provide to the Grantee the after-tax economic equivalent of what otherwise has been provided to the Grantee pursuant to the terms of this Agreement; provided, further that any deferral of payments or other benefits shall be
only for such time period as may be required to comply with Section 409A. 
 (iii) A termination of employment shall not be
deemed to have occurred for purposes of any provision of this Agreement providing for the delivery of shares of Common Stock under vested Granted Units (or the payment of any amount in lieu thereof) subject to Section 409A upon or following a
termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “Service Termination” or
termination or interruption of “Continuous Service” or like terms shall mean separation from service. 
 (iv) If under
this Agreement, an amount is paid or delivered in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. 

(v) Anything to the contrary herein or in the Plan or the Employment Agreement notwithstanding, neither the Company or any of its
Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Committee shall have any liability to a Grantee or otherwise with respect to the failure of the Plan, the Granted
Units or the Award Agreement to comply with Section 409A. 
 (h) Headings. Section and sub-section headings are for convenient
reference only and shall not control or affect the meaning or construction of any of its provisions. 
 (i) Choice of Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of New York (regardless of the law that might otherwise govern under applicable New York principles of conflict of laws). 

SECTION 8. DEFINITIONS. 
 (a)
“Affiliate” shall mean (i) any entity other than the Subsidiaries in which the Company has a substantial direct or indirect equity interest, as determined by the Board, and (ii) any Subsidiary. 

(b) “Agreement” shall mean this Deferred Stock Award Agreement. 

(c) “Cause” shall have the meaning ascribed to it in the Employment Agreement. 

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

  

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 (e) “Disability” shall have the meaning ascribed to it in the Employment Agreement.

 (f) “Employment Agreement” shall mean the employment agreement by and between Comverse Technology, Inc. and the Grantee,
dated as of October 17, 2006, as may be amended from time to time. 
 (g) “Good Reason” shall have the meaning ascribed to
it in the Employment Agreement. 
 (h) “Grant Date” shall have the meaning described in Section 1(a) of this Agreement.

 (i) “Granted Units” shall have the meaning described in Section 1(a) of this Agreement. 

(j) “Grantee” shall have the meaning described in Section 1(a) of this Agreement. 

(k) “Plan” shall have the meaning described in Section 1(c) of this Agreement. 

(l) “Section 409A” shall mean Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. 
 (m)
“Service Termination” shall have the meaning described in Section 3(b) of this Agreement. 
 (n) “Termination
Date” shall have the meaning described in Section 3(b) of this Agreement. 
 (o) “Vesting Date” shall have the
meaning described in Section 3(a) of this Agreement. 
 (Signature Page Follows) 

 

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 IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly
authorized officer, as set forth below and this Agreement shall be dated as of the latest date set forth below. 
  

									
	GRANTEE:	 		 	COMVERSE TECHNOLOGY, INC.
				
	 /s/ Shefali Shah
	 		 	By:	 	 /s/ Andre Dahan

		 		 		 	Name:	 	Andre Dahan
	Dated: 4/21/10	 		 	Title:	 	President & Chief Executive Officer
					
		 		 		 	Dated:	 	4/14/10

  

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