Restricted Stock Award Agreement - Comverse and Howard Woolf



 Exhibit 10.154 

RESTRICTED STOCK AWARD AGREEMENT 

This Restricted Stock Award Agreement (“Agreement”), dated December 16, 2005, is between Comverse Technology, Inc., a New York
corporation (the “Company”), and Howard Woolf (“Employee”). 
 WITNESSETH: 

WHEREAS, the Company has adopted the Comverse Technology, Inc. 2004 Stock Incentive Compensation Plan, as the same may be amended or
restated (the “Plan”); and 
 WHEREAS, capitalized terms used but not defined in this Agreement shall have the
meanings set forth in the Plan; 
 NOW, THEREFORE, the parties, intending to be legally bound, agree as follows: 

 

	1	RESTRICTED STOCK 

 1.1 Grant of
Restricted Stock. 
  

	(a)	Pursuant to the provisions of the Plan, the Committee hereby awards to the Employee, on the date hereof (the “Date of Grant”), subject to the
terms and conditions of the Plan and subject further to the terms and conditions herein set forth, twenty-five thousand (25,000) shares of Common Stock (the “Restricted Stock”). If and when the restrictions set forth in
Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Stock, and upon the satisfaction of all other applicable conditions as to the Restricted Stock, such shares shall no longer be considered
Restricted Stock for purposes of this Agreement. 

  

	(b)	As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing shares of Restricted Stock be registered
in the name of and issued to the Employee. Such certificate or certificates shall be held in the custody of the Company or its designee until such shares no longer are considered Restricted Stock. 


 

	(c)	 On or before the issuance of the stock certificate or certificates representing the Restricted Stock, the Employee shall deliver to the Company stock
powers endorsed in blank relating to the Restricted Stock, in a form provided by the Company. Employee irrevocably appoints the Company and each of its officers, employees and agents as his true and lawful attorneys with power (i) to sign in
Employee’s name and on Employee’s behalf stock certificates and stock powers covering the Restricted Stock and such other documents and instruments as the Committee deems necessary or desirable to carry out the terms of this Agreement and
(ii) to take such other action as the Committee deems necessary or desirable to effectuate the terms of this Agreement. This power, being 










	 	
coupled with an interest, is irrevocable. Employee agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Committee to effectuate the
terms of this Agreement. 

  

	(d)	Each certificate of the Restricted Stock shall bear the following legend (the “Legend”): 


“The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Comverse Technology, Inc. 2004 Stock Incentive Compensation Plan and a Restricted Stock Award Agreement entered into between the registered owner and Comverse Technology, Inc. Copies of such Plan and
Agreement are on file in the executive offices of Comverse Technology, Inc.” 
 In addition, the stock certificate or
certificates for the Restricted Stock shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock
exchange or securities association upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate
reference to such restrictions. 
  

	(e)	As soon as administratively practicable following the applicable Vesting Date (as defined in Paragraph 1.3), and upon the satisfaction of all other applicable
conditions as to such Vested Percentage (as defined in Paragraph 1.3) of Restricted Stock, including, but not limited to, the payment by the Employee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the
Employee a certificate or certificates for the applicable shares of Restricted Stock which shall not bear the Legend. 

 1.2
Restrictions. 
  

	(a)	The Employee shall have all rights and privileges of a stockholder as to the Restricted Stock, including the right to vote and receive dividends or other
distributions with respect to the Restricted Stock, except that the following restrictions shall apply: 

  

	 	(i)	the Employee shall not be entitled to delivery of the certificate or certificates for the Vested Percentage of shares of Restricted Stock until the applicable
Vesting Date and upon the satisfaction of all other applicable conditions; 

  

	 	(ii)	shares of Restricted Stock may not be sold, pledged, assigned, transferred, or otherwise encumbered or disposed of for any reason until the applicable Vesting
Dated; 

  

	 	(iii)	 all shares of Common Stock distributed as a dividend or distribution, if any, with respect to shares of Restricted Stock prior to the applicable
Vesting Date shall be 


  

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delivered to and held by the Company and subject to the same restrictions as the shares of Restricted Stock in respect of which the dividend or distribution was made; and


  

	 	(iv)	all unvested shares of Restricted Stock shall be forfeited and returned to the Company and all rights of the Employee with respect to such shares shall terminate
in their entirety on the terms and conditions set forth in Paragraph 1.4. 

  

	(b)	Any attempt to dispose of unvested shares of Restricted Stock or any interest in such shares in a manner contrary to the restrictions set forth in this Agreement
shall be void and of no effect. 

 1.3 Vesting. Subject to the provisions contained in Paragraphs 1.4, 1.5 and 1.6,
the restrictions set forth in Paragraph 1.2 with respect to shares of Restricted Stock shall apply for a period beginning on the Date of Grant and ending on the fourth anniversary of the Date of Grant; provided, however, the applicable
percentage of shares of Restricted Stock awarded hereunder (the “Vesting Percentage”) shall be deemed vested and no longer subject to restriction under Paragraph 1.2 or forfeiture under Paragraph 1.4 on the applicable vesting date
(“Vesting Date”) in accordance with the following schedule: 
  

				
	 Vesting Date
	  	Vested Percentage	 
		
	 December 16, 2007
	  	50	% 
		
	 December 16, 2008
	  	75	% 
		
	 December 16, 2009
	  	100	% 

 1.4 Acceleration;
Forfeiture. 
  

	(a)	If Employee’s employment with the Company is terminated due to Employee’s death or Disability, then Employee will be entitled to the immediate full
vesting on the date of termination of all shares of Restricted Stock. 

 For purposes of this Agreement,
“Disability” means the inability of Employee to properly perform his duties in the employ of the Company by reason of any physical or mental incapacity, in either case for a period of more than one hundred eighty
(180) consecutive days, or two hundred ten (210) days in the aggregate in any twelve (12) month period. Whether Employee has a Disability will be determined by the Board of Directors (the “Board”) of the Company in
its sole discretion. 
  

	(b)	 If Employee’s employment terminates for any reason other than as set forth in Paragraph 1.4(a) above, all unvested shares of Restricted
Stock shall be forfeited by Employee as of the date of termination. In the event of any such forfeiture, all such forfeited shares of 



 

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Restricted Stock shall become the property of the Company and the certificate or certificates representing such shares of Restricted Stock shall be returned immediately to the Company.


 1.5 Withholding. 
  

	(a)	The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income
recognized by the Employee with respect to the Restricted Stock. 

  

	(b)	The Employee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of the Plan. 


 

	(c)	The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of shares of Common Stock to satisfy tax
withholding obligations as it deems necessary or appropriate to facilitate and promote the conformity of the Employee’s transactions under the Plan and this Agreement with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if
such Rule is applicable to a transaction by the Employee. 

 1.6 Committee’s Discretion. Notwithstanding any
provision of this Agreement to the contrary, the Committee shall have discretion to waive any forfeiture of the Restricted Stock and any other conditions set forth in this Agreement. 

 

	2	REPRESENTATIONS OF THE EMPLOYEE 

 The
Employee hereby represents to the Company that the Employee has read and fully understands the provisions of this Agreement and the Plan, and the Employee acknowledges that the Employee is relying solely on his or her own advisors with respect to
the tax consequences of this award. 
  

	3	NOTICES 

 All notices or communications
under this Agreement shall be in writing, addressed as follows: 
 To the Company: 

Paul L. Robinson 

General Counsel 

Comverse Technology, Inc. 

909 Third Avenue 

New York, New York 10022 

(212) 652-6692 
  

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 To the Employee: 

Howard Woolf 

Head of the Converged Billing Solutions Group 

Comverse, Inc. 

7 Pine Valley Road 

Livingston, New Jersey 07039 

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight
delivery service (receipt requested) or (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), and the actual
date of receipt shall determine the time at which notice was given. 
  

	4	ASSIGNMENT; BINDING AGREEMENT 

 This
Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Employee and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to
hypothecation by the Employee. 
  

	5	ENTIRE AGREEMENT; AMENDMENT 

 This
Agreement represents the entire agreement of the parties with respect to the subject matter hereof, except that the provisions of the Plan are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of
this Agreement and the Plan, the provisions of the Plan shall control. This Agreement may be amended by the Committee without the consent of the Employee except in the case of an amendment adverse to the Employee, in which case the Employee’s
consent shall be required. 
  

	6	GOVERNING LAW 

 This Agreement and its
validity, interpretation, performance and enforcement shall be governed by the laws of the State of New York other than the conflict of laws provisions of such laws. 
  

	7	SEVERABILITY 

 Whenever possible, each
provision in this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, then (a) such provision
shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of this Agreement shall remain in full force and effect. 

 

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	8	NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS 


This Agreement shall not confer upon the Employee any right with respect to continued employment by the Company, a Subsidiary or Affiliate, nor shall it
interfere in any way with the right of the Company a Subsidiary or Affiliate to terminate the Employee’s employment at any time. Payments received by the Employee pursuant to this Agreement shall not be included in the determination of benefits
under any pension, group insurance or other benefit plan of the Company or any Subsidiaries or Affiliate in which the Employee may be enrolled or for which the Employee may become eligible, except as may be provided under the terms of such plans or
determined by the Board. 
  

	9	NO STRICT CONSTRUCTION 

 No rule of strict
construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Plan, this Agreement or any rule or procedure established by the Committee. 

 

	10	USE OF THE WORD “EMPLOYEE” 


Wherever the word “Employee” is used in any provision of this Agreement under circumstances where the provision should logically be construed to
apply to the executors, the administrators, or the person or persons to whom the Restricted Stock may be transferred by will or the laws of descent and distribution, the word “Employee” shall be deemed to include such person or persons.

  

	11	FURTHER ASSURANCES 

 The Employee agrees,
upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued as a
dividend or distribution on Restricted Stock) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of this Agreement and the Plan. 

 

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 IN WITNESS WHEREOF, the parties have duly executed this Agreement, as of the day and year
first above written. 
  

					
	COMVERSE TECHNOLOGY, INC.
		
	By:	 	 /s/ David Kreinberg

		 	Name:	 	David Kreinberg
		 	Title:	 	Chief Financial Officer

  

			
	EMPLOYEE
	
	 /s/ Howard Woolf

	Name:	 	Howard Woolf

  

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