Deferred Stock Award Agreement - Comverse and Joseph Chinnici



 Exhibit 10.69 

COMVERSE TECHNOLOGY, INC. 

2005 STOCK INCENTIVE COMPENSATION PLAN 

DEFERRED STOCK AWARD AGREEMENT 

REFERENCE NUMBER: 09-004 

SECTION 1. GRANT OF DEFERRED STOCK UNITS. 

(a) Award. On the terms and conditions set forth in this Agreement, the Company granted to Joseph Chinnici (the “Grantee”) a total of
36,000 Deferred Stock Units (the “Granted Units”) on April 6, 2009 (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(a). 
 (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. 
 (i) This
award shall vest with respect to one-third of the Granted Units on each of the first, second and third anniversaries 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 or by the Grantee for Good Reason in connection with or within one (1) year after a Change in Control, or (ii) by the Company as a
result of or following the Company providing a notice of non-renewal of the Employment Agreement, in accordance with Section 2 of the Employment Agreement, in connection with or within one (1) year after a Change in Control, 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 on the applicable Vesting Date.

 SECTION 4. SETTLEMENT OF GRANTED UNITS. 

(a) Settlement Amount. Subject to Section 4(b) 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.
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 shall equal: 

(i) if the Grantee has not incurred a Service Termination prior to the first anniversary of the Grant Date, the number of shares of
Common Stock that vest on the first anniversary of the Grant Date and such shares 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)) (the
“Short-Term Deferral Period”) on which there is an Effective Registration in place, but in no event later than March 15, 2011; 

(ii) if the Grantee has not incurred a Service Termination prior to the second anniversary of the Grant Date, the number of shares of
Common Stock that vest on the second anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an Effective Registration in place, but in no event
later than March 15, 2012; and 
 (iii) if the Grantee has not incurred a Service Termination prior to the third
anniversary of the Grant Date, the number of shares of Common Stock that vest on the third anniversary of the Grant Date and such shares shall be deliverable to the Grantee on the first date within the Short-Term Deferral Period on which there is an
Effective Registration in place, but in no event later than March 15, 2013; 
 provided, that if the Grantee incurs a Service Termination
prior to the delivery of any shares of Common Stock in accordance with this Section 4(a), the Company shall deliver to the Grantee on the Termination Date the number of shares of Common Stock equal to the number of shares of Common Stock that
(A) are vested but not yet delivered as of the Termination Date, if any, and (B) vest on the Termination Date in accordance with Section 3 herein, if any. 
  


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 (b) Withholding Requirements. 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(a) hereof; provided, that if on the date of any such delivery to the Grantee of shares of Common
Stock pursuant to Section 4(a) hereof there is no Effective Registration in place, the Company shall, unless the Grantee elects otherwise and makes arrangements satisfactory to the Company, withhold from the settlement amount a number of shares
of Common Stock with an aggregate value sufficient to enable the Company to satisfy its withholding requirements with respect to the settlement of the Granted Units, with the shares of Common Stock valued using the closing price of the Common Stock
on the date of delivery of such shares. 
 SECTION 5. 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 6. 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. 

(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. 

 

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 (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 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. 
  

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 (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 7.
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) “Change in Control” shall have the meaning ascribed to it in the Employment Agreement. 

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

 (f) “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. 
 (g)
“Employment Agreement” shall mean the employment agreement by and between Comverse Technology, Inc. and the Grantee, dated as of May 22, 2008, as may be amended from time to time. 

(h) “Good Reason” shall have the meaning ascribed to it in the Employment Agreement. 

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

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

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

 

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

 (m) “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. 
 (n)
“Service Termination” shall have the meaning described in Section 3(b) of this Agreement. 
 (o) “Termination
Date” shall have the meaning described in Section 3(b) of this Agreement. 
 (p) “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/ Joseph R. Chinnici	 		 	By:	 	/s/ Lance Miyamoto
	Dated:	 	April 23, 2009	 		 	Name:	 	Lance Miyamoto
		 		 		 	Title:	 	 Executive Vice President, Global Head of

Human Resources

		 		 		 	Dated:	 	April 8, 2009

  

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