Amendment to Deferred Stock Award Agreement - Comverse and Howard Woolf



 Exhibit 10.156 

EXECUTION COPY 

 

 

 May 7, 2008 

Howard Woolf 
 Comverse, Inc. 

Re: Amendment to the Deferred Stock Unit Award Agreement (the “Deferred Stock Award Agreement”) dated as of January 26,
2007 between Comverse Technology, Inc. (the “Company”) and Howard Woolf 
 Dear Howard: 

Pursuant to the terms of the Deferred Stock Award Agreement, the Company is required to deliver to you on January 29, 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 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 will vest on
January 26, 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 May 27, 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 2009 shall be deliverable to the Grantee on the first date within the “short-term deferral
period” (as defined in Treasury Reg. §1.409A-1(b)(4)) on which there is an Effective Registration (as defined below) in place, but in no event later than March 15,2010; provided, however, that in the event of the
Grantee’s Service Termination in accordance with Section 3(b) prior to March 15, 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.” 







 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 May 29, 2008:
	
	 /s/ Howard Woolf

	Howard Woolf

  

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