EXHIBIT 10.1
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EXECUTION COPY
August 27, 2007
Comverse Technology, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Services Agreement ("Services Agreement"), dated as of February 1, 1998,
between Comverse Technology, Inc. ("Comverse") and Ulticom, Inc. (the
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"Company")
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Ladies and Gentlemen:
Reference is made to the above-referenced Services Agreement. In
connection with the mutual termination of certain services provided under the
Agreement, Comverse and the Company hereby agree to the terms of this side
letter agreement (this "Side Letter"). This Side Letter shall constitute an
amendment to the Agreement as provided in Section 1 below. Capitalized terms
used but not otherwise defined in this Side Letter shall have the respective
meanings assigned to them in the Agreement, unless the context requires
otherwise. Except as expressly amended herein, all other terms and conditions of
the Agreement remain in full force and effect.
1. AMENDMENTS TO THE AGREEMENT.
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(a) Section 1.4 of the Agreement shall be deleted in its entirety.
(b) The first sentence of Section 2 "Fees and Payment" shall be amended
to read as follows:
"The Company shall pay Comverse a quarterly fee of $150,000, payable in
arrears at the end of each fiscal quarter, in consideration for all
Services provided by Comverse to the Company under this Agreement during
such fiscal quarter; provided, however, that, beginning with the fiscal
quarter beginning on February 1, 2007, the quarterly fee shall be adjusted
to $125,000."
2. ADDITIONAL AGREEMENTS.
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Comverse and the Company agree to negotiate in good faith further
reductions to the quarterly fee payable under the Agreement based on the mutual
termination of additional Services under the Agreement for fiscal quarters
beginning August 1, 2007 and thereafter.
Please sign in the space provided below to evidence your agreement to the terms
of this Side Letter.
Very truly yours,
ULTICOM, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: SVP and Chief Financial Officer
AGREED AND ACCEPTED
as of 8/29/07:
COMVERSE TECHNOLOGY, INC.
By: /s/ Avi Xxxxxxxxx
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Name: Avi Xxxxxxxxx
Title: Vice President of Finance, Interim
Chief Financial Officer and Treasurer
