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EX-10.1 - EX.10.1 - AMENDMENT TO EMPLOYMENT AGREEMENT - COMVERSE TECHNOLOGY INC/NY/ | mm04-2210_8ke101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
April 21,
2010
COMVERSE
TECHNOLOGY, INC.
|
(Exact
name of registrant as specified in its
charter)
|
NEW
YORK
|
0-15502
|
13-3238402
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
810
Seventh Avenue,
New York,
New York
10019
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (212) 739-1000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e) Compensatory
Arrangements of Certain Officers
On April 21, 2010, the Board of
Directors (the “Board”) of Comverse Technology, Inc. (the “Company”), upon the
recommendation of the Compensation and Leadership Committee of the Board (the
“Committee”), set the on target bonus opportunity in respect of the fiscal year
ending January 31, 2011 (“Fiscal 2010”) for Stephen M. Swad, the Company’s
Executive Vice President and Chief Financial Officer, Dror Bin, the Executive
Vice President, President, Global Sales, of Comverse, Inc., a wholly-owned
subsidiary of the Company, Gabriel Matsliach, the Senior Vice President, Global
Products and Operations of Comverse, Inc., and Howard Woolf, the President,
Global Services of Comverse, Inc., at $625,000, $400,000, $300,000 and $300,000,
respectively.
In addition, the Board, upon
recommendation of the Committee, approved a plan (the “Bonus Plan”) under which
on target bonuses may be paid in respect of Fiscal 2010 to such executives and
to Andre Dahan, the Company’s President and Chief Executive Officer. Under
the Bonus Plan, payment of on target bonuses will depend on the financial
performance of Comverse, Inc., based on annual revenue, bookings, specified pro
forma operating income and pro forma cash flow targets, and individual
performance, with the bonus payout based 80% on the financial performance and
20% on individual performance. In addition to the financial
performance metrics set forth in the preceding sentence, the payment of on
target bonuses in respect of Fiscal 2010 to Messrs. Dahan and Swad will also
depend on the achievement of a pro forma cash flow target for the
Company. In the event that Comverse, Inc. does not achieve a
specified level of bookings, no bonus payouts will be made based on financial
performance. The Company defines “bookings” as projected revenue from
orders signed during a specified period, excluding revenue from maintenance
agreements. In addition, in the event that Comverse, Inc. does not achieve
the pro forma cash flow target for Fiscal 2010 (and, in the case of Messrs.
Dahan and Swad, in the event that the Company does not achieve its pro forma
cash flow target for Fiscal 2010), no bonuses will be paid based on either
financial or individual performance. The Committee has reserved the right
to re-evaluate these bonus arrangements, including the financial performance
metrics.
On April 22, 2010, the Company entered
into an amendment to the employment agreement, dated May 21, 2009, between the
Company and Mr. Swad. Mr. Swad’s employment agreement provides that
he will be based in the Company’s Washington, D.C. offices. The amendment
is intended to facilitate Mr. Swad’s provision of services to the Company out of
its New York City headquarters for the period from May 1, 2010 through April 30,
2011 by covering the costs of temporary living arrangements in New York City and
commuting expenses. Pursuant to the amendment, Mr. Swad will be entitled
to a one-time set-up lodging payment in the amount of $24,000 and, for the
period from May 1, 2010 through April 30, 2011, a living allowance in the amount
of $16,000 per month. If Mr. Swad’s employment were terminated, he
would be entitled to receive, in lieu of a continuation of such monthly
payments, a single lump sum payment in the amount of $27,000 (if termination
occurred prior to January 31, 2011) or $13,500
2
(if
termination occurred on or after January 31, 2011 and prior to April 30, 2011),
but no such lump sum would be payable if the Company terminated Mr. Swad’s
employment for “Cause” or if Mr. Swad terminated his employment without “Good
Reason” (in each case as such term is defined in Mr. Swad’s employment
agreement).
A copy of such amendment is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
|
10.1
|
Amendment,
dated April 22, 2010, to Employment Agreement, dated May 21, 2009, between
Comverse Technology, Inc. and Stephen M.
Swad.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April
23, 2010
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By:
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/s/
Shefali A. Shah
|
|
Name:
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Shefali
A. Shah
|
||
Title:
|
Senior
Vice President, General Counsel and Corporate
Secretary
|
4
EXHIBIT
INDEX
Exhibit No.
|
Description
|
10.1
|
Amendment,
dated April 22, 2010, to Employment Agreement, dated May 21, 2009, between
Comverse Technology, Inc. and Stephen M.
Swad.
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5