Second Amendment to Deferred Stock Award Agmt - Comverse and Shefali A. Shah



 Exhibit 10.132 
 

 
 December 2, 2008 

Shefali Shah 
 Comverse Technology, Inc.

 810 Seventh Avenue 
 35th Floor

 New York, NY 10019 

Re: Second Amendment to the Deferred Stock Unit Award Agreement (the “Deferred Stock Award Agreement”) dated as of May 30,
2007 between Comverse Technology, Inc. (the “Company”) and Shefali Shah 
 Dear Shefali: 

Pursuant to the terms of the Deferred Stock Award Agreement, the Company was required to deliver to you on May 30, 2008 and is required to
deliver to you on May 30, 2009 the number of shares of Company common stock equal to the aggregate number of Granted Units (as defined in the Deferred Stock Award Agreement) that vest as of each date (i.e., 10,000 shares of Company common stock).
The Compensation Committee of the Company’s Board of Directors has determined that it would be beneficial to amend your Deferred Stock Award Agreement to provide greater flexibility as to the timing of the delivery of the 10,000 shares of
Company common stock which vested on May 30, 2008 and which will vest on May 30, 2009 in order to alleviate the possibility of the vested Company common stock being required to be delivered to you (and taxable to you) when the Company common stock
is not subject to an effective registration statement and/or other restrictions on the resale of such stock. Accordingly, upon your execution of this letter amendment below and delivery to the Company by December 23, 2008, the Deferred
Stock Award Agreement is hereby 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 years 2008 and 2009 shall be deliverable to the Grantee
on the first date within calendar year 2010 on which there is an Effective Registration (as defined below) in place, but in no event later than December 31, 2010; provided, however, that in the event of the Grantee’s Service
Termination in accordance with Section 3(b) prior to December 31, 2010 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.” 

This letter amendment constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with
regard to the subject matter herein and supersedes any other promises, warranties, representations or amendments related to the subject matter herein, including, without limitation the letter amendment to the Deferred Stock Unit Award Agreement
dated as of May 30, 2007 between Comverse Technology, Inc. and Shefali Shah, dated as of April 29, 2008 
 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 December 4, 2008:

	
	 /s/ Shefali Shah

	 Shefali Shah



 

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