mm06-0110_8ke101.htm


    
      Exhibit
10.1

    

     

    
 

    June 1,
2010

    


    Gabriel
Matsliach (the “Executive”)

    13
Stockton Drive

    Voorhees,
NJ 08043

    


    Re:           Executive Employment and
Severance Letter

    


    Dear
Gabriel:

    


    WHEREAS,
the Executive serves as the Senior Vice President, Global Products and
Operations of Comverse, Inc. (the “Company”);

     

    WHEREAS,
the Company and the Executive desire to amend and revise the terms of the
Executive’s employment to the extent set forth herein and to amend and revise
certain existing terms for severance, and to embody the terms of such modified
relationship.

     

    NOW,
THEREFORE, in consideration of the mutual agreements and covenants contained
herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Executive and the Company hereby agree as
follows:

     

    
      	
              1.  

            	
              As
      of the date hereof and continuing until termination of employment, the
      Executive shall be employed as the Company’s Senior Vice President, Global
      Products and Operations.  In this capacity, the Executive shall
      be have the duties, responsibilities and authority commensurate with the
      position and such other duties and responsibilities as are appropriate for
      a person holding the offices set forth in this section and assigned by the
      Company’s Chief Executive Officer.  Unless prevented by illness,
      injury or disability, the Executive shall devote substantially all of the
      Executive’s time, attention and efforts during normal working hours, and
      at such other times as the Executive’s duties may reasonably require, to
      the duties of the Executive’s employment.  The Executive shall
      initially report to the Company’s Chief Executive Officer in carrying out
      his duties.  If requested, the Executive shall also serve as an
      executive officer and/or member of the board of directors of any of the
      Company’s subsidiaries or affiliates without additional
      compensation.

            


    

     

    
      	
              2.  

            	
              As
      of the date hereof and for the remainder of fiscal 2010, the Executive
      shall be paid a base salary at the rate of not less than three hundred and
      twenty thousand dollars ($320,000) per annum, payable in accordance with
      the regular payroll practices of the Company (as adjusted from time to
      time, the “Base
      Salary”) subject to the Executive’s voluntary consent (along with
      other members of the Company’s Senior Leadership Team) to a reduction in
      Base Salary of 10% through July 11, 2010 (with no other changes to
      benefits and or bonus compensation).  Thereafter, the Base
      Salary shall be reviewed no less frequently than annually, and the amount
      thereof may be increased in the discretion of the Comverse Technology,
      Inc. Board of Directors (the “Board”) or the
      Compensation and Leadership Committee of the Board.  The
      Executive’s maximum annual bonus opportunity for each fiscal year shall be
      $640,000 and the Executive’s target bonus opportunity (“Target Bonus”)
      for each fiscal year shall be $320,000 (and each of the maximum annual
      bonus opportunity and Target Bonus shall be adjusted based on future
      increases in Base Salary) and each will be payable based upon the
      achievement of performance criteria developed by the Company’s Chief
      Executive Officer.  Any bonuses shall be payable in the fiscal
      year following the applicable fiscal year when bonuses are customarily
      payable under the Company’s regular payroll practices, but in no event
      later than 2 and 1/2 months following the end of the applicable fiscal
      year.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        

      

    

     

     

    
      	
              3.  

            	
              The
      other terms of the Executive’s employment, including benefits, vacation,
      etc. shall remain unchanged as in effect immediately prior to the date
      hereof.  During the Executive’s term of employment, the
      Executive shall be entitled to participate in all employee welfare and
      pension benefit plans, programs and/or arrangements and executive fringe
      benefit programs applicable to the Company’s senior-level executives (if
      any) in accordance with the terms and conditions of such programs as in
      effect from time to time.

            


    

     

    
      	
              4.  

            	
              During
      the term of the Executive’s employment, the Executive will be eligible to
      receive equity awards under the Comverse Technology, Inc. stock incentive
      plans based on the Executive’s performance and the performance of the
      Company, as recommended by the Company’s Chief Executive Officer and
      determined in the good faith discretion of the Comverse Technology, Inc.
      Board of Directors and/or Compensation and Leadership Committee, as
      applicable, and consistent with the Executive’s role and responsibilities
      as Senior Vice President, Global Products and Operations of the Company,
      with such awards to be assessed on an annual
  basis.

            


    

     

    
      	
              5.  

            	
              The
      Executive is an “Eligible Participant” in the Comverse Technology, Inc.
      Executive Severance Protection Plan (“ESPP”) designed
      to protect eligible participants in the event of employment
      termination without cause
      following, or in anticipation of, a change in control of Comverse
      Technology, Inc.

            


    

     

    
      	
              6.  

            	
              If
      the Executive’s employment is terminated by the Company without Cause (as
      defined below and other than due to death or disability), the Executive’s
      term of employment shall end as of the date of termination and the
      Executive shall be entitled to the
following:

            


    

     

    
      	
              (a)  

            	
              Base
      Salary earned but not paid prior to the date of termination payable to
      Executive in a lump sum less applicable tax
  withholdings;

            


    

     

    
      	
              (b)  

            	
              any
      annual bonus earned, but unpaid, as of the date of termination for the
      immediately preceding fiscal year, payable to Executive in a lump sum less
      applicable tax withholdings when bonuses are paid by the Company to its
      senior-level executives in respect of such fiscal year after the end of
      the applicable fiscal year (but not later than 2-1/2 months after the end
      of such fiscal year);

            


    

     

    
      	
              (c)  

            	
              one
      hundred percent (100%) of the Base Salary in effect on the date of
      termination in a lump sum less applicable tax withholdings within the
      later of (i) 30 calendar days after the date of termination or (ii) the
      seventh day after the expiration of the revocation period, if applicable,
      under the release contemplated by Section 8 below, in accordance with the
      Company’s regular payroll practice;

            


    

     

    
      	
              (d)  

            	
              one
      hundred percent (100%) of the Target Bonus (regardless of any performance
      requirements), payable to Executive in a lump sum less applicable
      withholdings within the later of (i) 30 calendar days after the date of
      termination or (ii) the seventh day after the expiration of the revocation
      period, if applicable, under the release contemplated
      by  Section 8 below;

            


    

     

    
      	
              (e)  

            	
              such
      other or additional benefits, if any, as may be provided under applicable
      plans, programs and/or arrangements of the
  Company.

            


    

    


    For purposes of this letter,
“Cause” means, where applicable, a good faith
finding by the Company of: (i) a conviction of the Executive of, or a plea of
nolo
contendere by the
Executive to, any felony; (ii) a material violation by the Executive of federal
or state securities laws, as determined by a court or other governmental body of
competent jurisdiction; (iii) willful 

     

     

     

    
      
        
          Comverse,
Inc.

          200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

          Telephone:
1+781-224-9000

        

      

      
        
        

        
          

        

      

      
        

      

    

     

     

    misconduct or gross negligence by the
Executive resulting in harm to the Company or any of its affiliates; (iv) a
material violation by the Executive of any applicable material policy or
procedure of the Company or its affiliates provided to the Executive resulting
in harm to the Company or its affiliates including, without limitation, a
material violation of the Company’s  Code of Business Conduct and
Ethics; (v) the repeated and continued refusal by the Executive to carry out, in
all material respects, the reasonable and lawful directions of the Company that
are within the Executive’s individual control and consistent with the
Executive’s position, duties and responsibilities hereunder, except for a
refusal that is attributable to the Executive’s illness, injury or disability;
or (vi) fraud, embezzlement, theft or material dishonesty by the Executive
against the Company, its affiliates or any of their customers; provided, however, that no finding of Cause pursuant to
subsections (iii), (iv) or (v) hereof shall be effective unless and until the
Company has provided the Executive with written notice thereof stating with
specificity the facts and circumstances underlying the finding of Cause and, if
the basis for such finding of Cause is capable of being cured by the Executive,
providing the Executive with an opportunity to cure the same within thirty (30)
calendar days after receipt of such notice. 

     

    In the
event of a termination of the Executive’s employment by Comverse without Cause
or by the Executive for Good Reason, the Executive shall be under no obligation
to seek other employment and there shall be no offset against amounts due to the
Executive under this letter on account of any compensation attributable to any
subsequent compensation the Executive may receive.  The Company’s
obligation to make the payments provided for in this letter and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Company may have against the Executive or others; provided that the foregoing
shall in no way limit the Company’s remedies upon a breach or threatened breach
of the restrictive covenants in Sections 4, 6, and 9 of Employment,
Non-Disclosure and Non-Competition Agreement between the Company and the
Executive dated as of January 1, 2003.

     

     

     

     

     

     

     

     

    
       

      
        
          
            Comverse,
Inc.

            200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

            Telephone:
1+781-224-9000

          

        

        
          
          

          
            

          

        

        
          

        

      

       

       

    

    
      	
              7.  

            	
              If
      the Executive’s employment is terminated by the Executive for Good Reason
      (as defined below), the Executive’s term of employment shall end as of the
      date of termination and the Executive shall be entitled to the amounts set
      forth in Sections 5(a) through (e); provided, however, that the references
      to “one hundred percent (100%)” in each of Sections 5(c) and (d) shall be
      replaced with “fifty percent
(50%).”

            


    

    


    For
purposes of this letter, “Good Reason” shall
mean, without the Executive’s prior written consent, the occurrence of any of
the following events or actions, provided that no finding of Good Reason shall
be effective unless and until the Executive has provided the Company, within
sixty (60) calendar days of becoming aware of the facts and circumstances
underlying the finding of Good Reason, with written notice thereof stating with
specificity the facts and circumstances underlying the finding of Good Reason
and, if the basis for such finding of Good Reason is capable of being cured by
the Company, providing the Company with an opportunity to cure the same within
thirty (30) calendar days after receipt of such notice:

     

    
      	
              (ii)  

            	
              any
      reduction in the Executive’s Base Salary or Target Bonus, other than as
      part of an across-the-board reduction applicable to all senior executives
      of the Company that results in a reduction to the Executive proportional
      to that of other executives, provided, however, that an across-the-board
      reduction of Executive’s compensation in excess of 10% of Base Salary or
      20% of Target Bonus shall constitute Good
  Reason;

            


    

     

    
      	
              (iii)  

            	
              an
      actual relocation of the Executive’s principal office to another location
      more than 50 miles from Mount Laurel, New
  Jersey;

            


    

     

    
      	
              (iv)  

            	
              any
      material diminution in the Executive’s title, position or reporting status
      (other than a change to reporting to the Chief Operating Officer or person
      serving in a similar capacity for the Company if and when named), or any
      material diminution of the Executive’s duties or
      responsibilities;

            


    

     

    
      	
              (v)  

            	
              a
      failure of the Company to obtain the assumption in writing of its
      obligations under this letter by any successor to all or substantially all
      of the assets of the Company within ten (10) calendar days after
      completion of a merger, consolidation, sale or similar transaction and the
      failure to deliver a copy of the document effecting such assumption to the
      Executive upon the Executive’s written request;
  or

            


    

     

    
      	
              (vi)  

            	
              a
      material breach by the Company of any provision of this
      letter.

            


    

    


    
      	
              8.  

            	
              If
      the Executive terminates his employment without Good Reason, the Company
      terminates the Executive’s employment with Cause, or if the Executive’s
      employment is terminated due to the Executive’s death or disability, the
      Executive shall be entitled to the same payments and benefits as provided
      in Sections 6(a), (b) and (e) above.  In no event shall a
      termination of the Executive’s employment by the Executive without Good
      Reason occur unless the Executive gives at least thirty (30) calendar days
      advance written notice to the
Company.

            


    

     

     

    
       

      
        
          
            Comverse,
Inc.

            200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

            Telephone:
1+781-224-9000

          

        

        
          
          

          
            

          

        

        
          

        

      

       

    

    
 

    
      	
              9.  

            	
              As
      a condition precedent to receiving the compensation and benefits provided
      under Sections 6 and 7, the Executive shall execute a waiver and release
      substantially in the form attached to this letter as Exhibit
      A.

            


    

    


    
      	
              10.  

            	
              During
      the term of Executive’s employment, the Executive is authorized to incur
      reasonable business expenses in carrying out his duties and
      responsibilities under this letter, and the Company will reimburse the
      Executive for all such reasonable business expenses, subject to
      documentation in accordance with the Company’s policies relating
      thereto.  In addition, the Company shall pay for reasonable
      legal fees and expenses up to an amount of $10,000 that the Executive has
      incurred in connection with the negotiation and drafting of this
      letter.

            


    

    


    
      	
              11.  

            	
              During
      the term of the Executive’s employment with the Company (or any of its
      affiliates) and thereafter, the Company confirms and acknowledges that the
      Company is obligated to indemnify the Executive pursuant to the
      organizational documents of the Company and Comverse Technology, Inc.
      (without taking into account any amendment to such organizational
      documents adopted after the date hereof which reduces Executive’s rights
      to indemnification and, with respect to the organizational documents of
      Comverse Technology, Inc., as if such organizational documents were
      adopted by the Company as its own) to the fullest extent permitted by
      applicable law with respect to any event or occurrence related to the fact
      that the Executive is an officer, employee, or agent of the Company or
      Comverse Technology, Inc. or by reason of anything done or not done by the
      Executive in any such capacity unless finally adjudicated that the
      Executive is not entitled to such indemnification under applicable
      law.  The Executive shall be entitled to the same Director and
      Officer Insurance coverage as applies to other similarly situated
      employees of the Company.  If so requested by the Executive, the
      Company shall advance any and all expenses related to any claim for
      indemnification to the extent permitted by law, other than in connection
      with any claim initiated by the Executive (unless the Board of Directors
      has authorized or consented to the initiation of such
      claim).  Notwithstanding the foregoing, the obligations of the
      Company under the preceding sentence shall be subject to the condition
      that, if, when and to the extent that it is determined in a final
      adjudication (as to which all rights of appeal therefrom have been
      exhausted or lapsed) that the Executive would not be permitted to be
      indemnified under applicable law, the Company shall be entitled to be
      reimbursed by the Executive (who hereby agrees to reimburse the Company)
      for all such amounts theretofore
paid.

            


    

     
 

    
      	
              12.  

            	
              This
      letter shall be binding upon and inure to the benefit of the Executive and
      the Company and their respective successors, agents, heirs (in the case of
      the Executive) and assigns.  No rights or obligations of the
      Company under this letter may be assigned or transferred by the Company;
      provided, however, that such rights or obligations may be assigned or
      transferred pursuant to a sale of more than 50% of the outstanding equity
      securities of the Company, a merger or consolidation in which the Company
      is not the continuing entity, or the sale or liquidation of all or
      substantially all of the assets of the Company; provided further, however,
      that the assignee or transferee is the successor to all or substantially
      all of the assets of the Company and such assignee or transferee assumes
      the liabilities, obligations and duties of the Company, as contained in
      this letter.

            


    

     

    
      	
              13.  

            	
              This
      letter (including the attached Exhibit A and
      any plan, other agreements or attachments referred to herein, including
      the ESPP) contains the entire understanding and agreement between the
      Company and the Executive concerning the subject matter hereof and
      supersedes all prior agreements, understandings, discussions, negotiations
      and undertakings, whether written or oral, with respect thereto including,
      without limitation, any offer letters or employment agreements and
      any nondisclosure,
      nonsolicitation, inventions and/or noncompetition agreements between the
      

            


    

     

     

    
       

      
        
          
            Comverse,
Inc.

            200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

            Telephone:
1+781-224-9000

          

        

        
          
          

          
            

          

        

        
          

        

      

       

    

    
       

      
        	
                 

              	
                Parties,
      other than Sections 4, 6, and 9 of Employment, Non-Disclosure and
      Non-Competition Agreement between the Company and the Executive dated as
      of January 1, 2003, which provisions shall continue to exist and be
      binding upon the Executive.

              


      

       

    

    
      	
              14.  

            	
              No
      provision in this letter may be amended unless such amendment is agreed to
      in writing and signed by the Executive and an authorized officer of the
      Company.  No waiver by either the Company or the Executive of
      any breach by the other party of any condition or provision contained in
      this letter to be performed by such other party shall be deemed a waiver
      of a similar or dissimilar condition or provision at the same or any prior
      or subsequent time.  Any waiver must be in writing and signed by
      the Executive or an authorized officer of the Company, as the case may
      be.

            


    

     

    
      	
              15.  

            	
              The
      Company may withhold from any amounts payable under this letter such
      federal, state and local taxes as may be required to be withheld pursuant
      to any applicable law or
regulation.

            


    

     

    
      	
              16.  

            	
              The
      parties hereto acknowledge and agree that each party (with an opportunity
      for review by its or his counsel) negotiated the terms and provisions of
      this letter and have contributed to its drafting.  Accordingly,
      (a) the rules of construction to the effect that any ambiguities are
      resolved against the drafting party shall not be employed in the
      interpretation of this letter, and (b) the terms and provisions of this
      letter shall be construed fairly as to all parties hereto and not in favor
      of or against any party regardless of which party was generally
      responsible for the preparation of this letter.  Except where
      the context requires otherwise, all references herein to Sections,
      paragraphs and clauses shall be deemed to be reference to Sections,
      paragraphs and clauses of this letter.  The words “include”,
      “including” and “includes” shall be deemed in each case to be followed by
      the phrase “without limitation.”  The words “hereof, “herein”
      and “hereunder” and words of similar import when used in this letter shall
      refer to this letter as a whole and not to any particular provision of
      this letter.

            


    

    


    
      	
              17.  

            	
              The
      respective rights and obligations of the parties hereunder shall survive
      any termination of the Executive’s employment to the extent necessary to
      preserve such rights and
obligations.

            


    

     

    
      	
              18.  

            	
              If
      any provision of any agreement, plan, program, policy, arrangement or
      other written document between or relating to the Company and the
      Executive conflicts with any provision of this letter, the provision of
      this letter shall control and
prevail.

            


    

     

    
      	
              19.  

            	
              The
      Executive shall be entitled, to the extent permitted under any applicable
      law, to select and change a beneficiary or beneficiaries to receive any
      compensation or benefit payable hereunder following the Executive’s death
      by giving the Company written notice thereof.  In the event of
      the Executive’s death, reference in this letter to the Executive shall be
      deemed, where appropriate, to refer to his beneficiary, estate or other
      legal representative.

            


    

     

    
      	
              20.  

            	
              The
      headings of the sections contained in this letter are for convenience only
      and shall not be deemed to control or affect the meaning or construction
      of any provision of this letter.

            


    

     

    
      	
              21.  

            	
              If
      any payment, compensation or other benefit provided to the Executive in
      connection with his employment termination is determined, in whole or in
      part, to constitute “nonqualified deferred compensation” within the
      meaning of Section 409A and the Executive is a specified employee as
      defined in Section 409A(2)(B)(i), no part of such payments shall be paid
      before the day that is six (6) months plus one (1) day after the date of
      termination or earlier death (the “New Payment
      Date”).  The aggregate of any payments that otherwise
      would have been paid to the Executive during the period between the date
      of termination and the New Payment Date shall be paid to
    the

            


    

     

     

    
      
         

        
          
            
              Comverse,
Inc.

              200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

              Telephone:
1+781-224-9000

            

          

          
            
            

            
              

            

          

          
            

          

        

         

      

    

    
       

      
        	
                 

              	
                Executive
      in a lump sum on such New Payment Date.  Thereafter, any
      payments that remain outstanding as of the day immediately following the
      New Payment Date shall be paid without delay over the time period
      originally scheduled, in accordance with the terms of this
      letter.  Notwithstanding the foregoing, to the extent that the
      foregoing applies to the provision of any ongoing welfare benefits to the
      Executive that would not be required to be delayed if the premiums
      therefor were paid by the Executive, the Executive shall pay the full cost
      of premiums for such welfare benefits during the six-month period and the
      Company shall pay the Executive an amount equal to the amount of such
      premiums paid by the Executive during such six-month period promptly after
      its conclusion.

              


      

       

    

    The
Parties acknowledge and agree that the interpretation of Section 409A and its
application to the terms of this letter is uncertain and may be subject to
change as additional guidance and interpretations become
available.  Anything to the contrary herein notwithstanding, all
benefits or payments provided by the Company to the Executive that would be
deemed to constitute “nonqualified deferred compensation” within the meaning of
Section 409A are intended to comply with Section 409A.  If, however,
any such benefit or payment is deemed to not comply with Section 409A, the
Company and the Executive agree to renegotiate in good faith any such benefit or
payment (including, without limitation, as to the timing of any severance
payments payable hereof) 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 Executive the after-tax
economic equivalent of what otherwise has been provided to the Executive
pursuant to the terms of this letter, and 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.

     

    
      A termination
of employment shall not be deemed to have occurred for purposes of any provision
of this letter providing for the payment of any amounts or benefits 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 letter, references to a “resignation,” “termination,” “terminate,”
“termination of employment” or like terms shall mean separation from
service.

    

     

    All reimbursements for
costs and expenses under this letter shall be paid in no event later than the
end of the calendar year following the calendar year in which the Executive
incurs such expense.  With regard to any provision herein that
provides for reimbursement of costs and expenses or in-kind benefits, except as
permitted by Section 409A, (i) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit, and (ii)
the amount of expenses eligible for reimbursements or in-kind benefits provided
during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year, provided, however,
that the foregoing clause (ii) shall not be violated with regard to expenses
reimbursed under any arrangement covered by Section 105(b) of the Internal Revue
Code of 1986, as amended, solely because such expenses are subject to a limit
related to the period the arrangement is in effect.  Any tax gross-up
payments under this letter shall be paid in no event later than the end of the
calendar year following the year in which any excise tax, income tax or other
amount comprising a gross-up payment was remitted to the relevant taxing
authority

     

    Whenever a payment under
this letter specifies a payment period with reference to a number of days (e.g.,
“payment shall be made within thirty (30) days following the date of
termination”), the 

     

    
       

      
        
          
            Comverse,
Inc.

            200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

            Telephone:
1+781-224-9000

          

        

        
          
          

          
            

          

        

        
          

        

      

       

    

     

     

    actual date of payment
within the specified period shall be within the sole discretion of the
Company.

     

    If under letter, an amount
is paid in two or more installments, for purposes of Section 409A, each
installment shall be treated as a separate payment.

     

    
      	
              22.  

            	
              This
      letter may be executed in two or more counterparts, and such counterparts
      shall constitute one and the same instrument.  Signatures
      delivered by facsimile shall be deemed effective for all purposes to the
      extent permitted under applicable
law.

            


    

     

    
      	
              23.  

            	
              All
      notices shall be in writing, shall be hand delivered or sent to the
      following addresses listed below using a reputable overnight express
      delivery service and shall be deemed to be received when hand delivered or
      one (1) calendar day after depositing with such overnight service for next
      day delivery.

            


    

     

    If to the
Company:        Comverse,
Inc.

    200
Quannapowitt Parkway

    Wakefield,
MA 01880

    Attention:  Human
Resources

    


    If to the
Executive:        Gabriel
Matsliach

    at the
most recent address of Executive

    set forth
in the personnel records of the Company


     

    
      	
              24.  

            	
              The
      Executive’s employment with the Company is “at will” and either the
      Company or the Executive may terminate the Executive’s employment with the
      Company at any time with or without Cause or advance notice except as
      provided herein.  Neither this letter nor the content of any
      discussions with the Company constitutes a contract of employment for any
      specified duration or a guarantee of any level of benefits or
      compensation.  Subject to the terms and conditions in this
      letter, the Company reserves the right to change your position, place of
      work, rate of pay, and/or other terms of your employment based upon the
      needs of the Company.

            


    

     

    
      	
              25.  

            	
              Notwithstanding
      anything to the contrary contained in this letter, to the extent that any
      of the payments and benefits provided for under this letter or any other
      agreement or arrangement between the Executive and the Company
      (collectively, the “Payments”)  (i)
      constitute a “parachute payment” within the meaning of Section 280G of the
      Internal Revenue Code of 1986, as amended (the “Code”) and (ii)
      but for this Section 25, would be subject to the excise tax imposed by
      Section 4999 of the Code, then the Payments shall be payable either (i) in
      full or (ii) as to such lesser amount which would result in no portion of
      such Payments being subject to excise tax under Section 4999 of the Code;
      whichever of the foregoing amounts, taking into account the applicable
      federal, state and local income taxes and the excise tax imposed by
      Section 4999, results in the Executive’s receipt on an after-tax basis, of
      the greatest amount of benefits under this letter, notwithstanding that
      all or some portion of such benefits may be taxable under Section 4999 of
      the Code.  Unless the Executive and the Company otherwise agree
      in writing, any determination required under this Section shall be made in
      writing by the Company’s independent public accountants (the “Accountants”),
      whose determination shall be conclusive and binding upon the Executive and
      the Company for all purposes.  For purposes of making the
      calculations required by this Section, the Accountants may make reasonable
      assumptions and approximations concerning applicable taxes and may rely in
      reasonable, good faith interpretations


            


    

     

     

    
       

      
        
          
            Comverse,
Inc.

            200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

            Telephone:
1+781-224-9000

          

        

        
          
          

          
            

          

        

        
          

        

      

       

    

     

    concerning the
application of Sections 280G and 4999 of the Code.  The Company and
the Executive shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under
this Section.  The Company shall bear all costs the Accountants may
reasonably incur in connection with any calculations contemplated by this
Section.  If the limitation set forth in this Section 25 is applied to
reduce an amount payable to you, and the Internal Revenue Service successfully
asserts that, despite the reduction, you have nonetheless received payments
which are in excess of the maximum amount that could have been paid to you
without being subjected to any excise tax, then, unless it would be unlawful for
the Company to make such a loan or similar extension of credit to you, you may
repay such excess amount to the Company as though such amount constitutes a loan
to you made at the date of payment of such excess amount, bearing interest at
120% of the applicable federal rate (as determined under Section 1274(d) of the
Code in respect of such loan).

     

    
      	
              26.  

            	
              This
      letter is governed by and construed and interpreted in accordance with the
      laws of the State of New York without reference to principles of conflicts
      of law unless superseded by federal law.  You agree that any
      suit, action or other legal proceeding that is commenced to resolve any
      matter arising under or relating to any provision of this letter shall be
      commenced only in a court of the State of New York (or, if appropriate, a
      federal court located within the State of New York), and you consent to
      the jurisdiction of such court.  Each party shall be responsible
      for paying its own fees and expenses (including reasonable attorney fees)
      in connection with any dispute under this
  letter.

            


    

    


    [Remainder
of Page Intentionally Left Blank]

    


     

     

     

     

    
      
         

        
          
            
              Comverse,
Inc.

              200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

              Telephone:
1+781-224-9000

            

          

          
            
            

            
              

            

          

          
            

          

        

         

      

    

    
      


      Sincerely,

       

      /s/ 
Andre Dahan



    Andre
Dahan

    Chief
Executive Officer

    Comverse,
Inc.

    


    I have
read the foregoing and agree to these terms of employment with Comverse,
Inc.

    


    /s/
Gabriel Matsliach

    
      	
              Gabriel
      Matsliach

            	 
      
	
              Date: June 2,
      2010

            	 
      


    

     

     

     

     

     

     

    
      

         

        
          
             

            
              
                
                  Comverse,
Inc.

                  200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

                  Telephone:
1+781-224-9000

                

              

              
                
                

                
                  

                

              

              
                

              

            

             

          

        



    

    ADDENDUM
A

     
 

    This RELEASE (“Release”) dated as of
____________________ between Comverse, Inc., a Delaware corporation (the “Company”), and
Gabriel Matsliach (the “Executive”).

    


    WHEREAS, the Company and the
Executive previously entered into a letter dated June 1, 2010 under which the
Executive with respect to his employment as the Company’s Senior Vice President,
Global Products and Operations (the “Letter”);
and

    


    WHEREAS, the Executive’s employment
with the Company (has been) (will be) terminated effective __________________;
and

    


    WHEREAS, pursuant to the Letter, the
Executive is entitled to certain compensation and benefits upon such
termination, contingent upon the execution of this release;

    


    NOW, THEREFORE, in consideration of
the premises and mutual agreements contained herein and in the Letter, the
Company and the Executive agree as follows:

    


    1. The Executive, on his own behalf
and on behalf of his heirs, estate and beneficiaries, does hereby release the
Company, and in such capacities, any of its subsidiaries or affiliates, and each
of their respective past, present and future officers, directors, agents,
employees, shareholders, employee benefit plans and their administrators or
fiduciaries, insurer of any such entities, and its and their successors and
assigns and others related to such entities, in each case, only in such person’s
capacity as such, from any and all claims made, to be made, or which might have
been made of whatever nature, whether known or unknown, from the beginning of
time, including those that arose as a consequence of his employment with the
Company, or arising out of the separation from the Company, the severance of
such employment relationship, or arising out of any act committed or omitted
during or after the existence of such employment relationship, all up through
and including the date on which this release is executed, including, but not
limited to, those which were, could have been or could be the subject of an
administrative or judicial proceeding filed by the Executive or on his behalf
under federal, state or local law, whether by statute, regulation, in contract
or tort, and including, but not limited to, every claim for front pay, back pay,
wages, bonus, fringe benefits, any form of discrimination (including but not
limited to, every claim of race, color, sex, religion, national origin,
disability or age discrimination), wrongful termination, tort, emotional
distress, pain and suffering, breach of contract, fraud, defamation,
compensatory or punitive damages, interest, attorney’s fees, reinstatement or
reemployment, and any rights or claims under the Civil Rights Act of 1866; the
Age Discrimination in Employment Act; the Americans with Disabilities Act; the
Family and Medical Leave Act, the Civil Rights Act of 1964, Title VII, as
amended; the Civil Rights Act of 1991; the Employee Retirement Income Security
Act of 1974, as amended; the Equal Pay Act; the Worker Adjustment and Retraining
Notification Act; or any other federal, state or local law relating to
employment, discrimination in employment, termination of employment, wages,
benefits or otherwise.  If any arbitrator or court rules that such
waiver of rights to file, or have filed on his behalf, any administrative or
judicial charges or complaints is ineffective, the Executive agrees not to seek
or accept any money damages or any other relief upon the filing of any such
administrative or judicial charges or complaints.  The Executive
relinquishes any right to future employment with the Company and the Company
shall have the right to refuse to re-employ the Executive, in each case without
liability of the Executive or the Company.  The Executive acknowledges
and agrees that even though claims and facts in addition to those now known or
believed by him to exist 

     

     

     

    
      
         

        
          
             

            
              
                
                  Comverse,
Inc.

                  200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

                  Telephone:
1+781-224-9000

                

              

              
                
                

                
                  

                

              

              
                

              

            

             

          

        

      

    

     

     

    may
subsequently be discovered, it is his intention to fully settle and release all
claims he may have against the Company and the persons and entities described
above, whether known, unknown or suspected.

    


    


    2.  The Company and the
Executive acknowledge and agree that the release contained in Paragraph 1 does
not, and shall not be construed to, release or limit the scope of, or preclude
the Executive from asserting his rights to enforce any existing obligation of
the Company (i) to indemnify the Executive for his acts as an officer of Company
in accordance with the Company’s By-laws and other agreements or the law, as to
continued coverage and rights under director and officer liability insurance
policies, (ii) to the Executive and his eligible, participating dependents or
beneficiaries under any existing group welfare, equity, or retirement plan of
the Company in which the Executive and/or such dependents are participants or
any existing rights relating to outstanding incentive equity held by the
Executive under written agreements relating to the same, or (iii) to pay any
amounts payable under the terms of the Letter (including, without limitation,
any severance or other items payable following termination of Executive’s
employment).  In addition, Executive does not waive his right to file
a charge with the Equal Employment Opportunity Commission (“EEOC”) or participate
in an investigation conducted by the EEOC; however, Executive expressly waives
his right to monetary or other relief should any administrative agency,
including but not limited to the EEOC, pursue any claim on Employee’s
behalf.

    


    3.  The Executive
acknowledges that before entering into this release, he has had the opportunity
to consult with any attorney or other advisor of the Executive’s choice, and the
Executive is hereby advised to do so if he chooses.  The Executive
further acknowledges that by signing this release, he does so of his own free
will and act, that it is his intention to be legally bound by its terms, and
that no promises or representations have been made to the Executive by any
person to induce the Executive to enter into this release other than the express
terms set forth herein.  The Executive further acknowledges that he
has carefully read this release, knows and understands its contents and its
binding legal effect, including the waiver and release of claims set forth in
Paragraph 1 above.

    


    4.  The Executive
acknowledges that he has been provided at least 21 days to review the
release.   In the event the Executive elects to sign this release
prior to this 21 day period, he agrees that it is a knowing and voluntary waiver
of his right to wait the full 21 days.  The Executive further
understand that he has 7 days after the signing hereof to revoke this release by
so notifying the Company (200 Quannapowitt Parkway, Wakefield, Massachusetts,
Attention: Human Resources) in writing, such notice to be received by the
Company within the 7 day period.  This Release shall not become
effective or enforceable, and no payments under the release shall be made, until
this seven (7) day revocation period expires without the Executive having
revoked this release.

    


    IN WITNESS WHEREOF, the parties have
executed this release on the date first above written.

     
 

    
      	 
      	
              COMVERSE,
      INC.

               

               

               

              By:  ___________________________

              Name:

              Title:

               

            


       

      	 
      	
               

              THE
      EXECUTIVE

               

               

              _______________________________

              Gabriel
      Matsliach

            


    

     

     

     

     

     

     

     

     

    
       

      
         

        
          
            
              
                Comverse,
Inc.

                200
Quannapowitt Parkway ٠
Wakefield, Massachusetts 01880

                Telephone:
1+781-224-9000