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



 Exhibit 10.131 

EXECUTION COPY 
 

 
 April 29, 2008 

Shefali Shah 
 Comverse Technology, Inc.

 810 Seventh Avenue 
 35th Floor

 New York, NY 10019 

Re: 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 is required to deliver to you on each Vesting Date (as defined in
the Deferred Stock Award Agreement) 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 such 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 may vest on May 30, 2008 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 May 8, 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 year 2008 shall be deliverable to the Grantee on the first date within the “short-term deferral
period” (as defined in Treasury Reg. §1.409A-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/ Shefali Shah

	 Shefali Shah


  

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