0001193125-12-447426 Sample Contracts

DISTRIBUTION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC., AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012
Distribution Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • New York

This Distribution Agreement (this “Agreement”), is dated as of October 31, 2012, by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“Comverse” and, together with CTI, the “Parties”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012
Transition Services Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • New York

This Transition Services Agreement is entered into as of this 31st day of October, 2012 (“Effective Date”), by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“Comverse”) (Comverse together with CTI, the “Parties,” and Comverse and CTI individually, as applicable, each a “Party”).

TAX DISAFFILIATION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012
Tax Disaffiliation Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • New York

This Tax Disaffiliation Agreement (this “Agreement”), is dated as of October 31, 2012, by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“Comverse” and, together with CTI, the “Parties” and each a “Party”).

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec

This Employee Matters Agreement (this “Agreement”), dated as of October 31, 2012, with effect as of the Effective Time by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation (“Comverse,” and together with CTI, the “Parties”).

Comverse, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).

Comverse, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).

COMVERSE, INC.
2012 Stock Incentive Compensation Plan • November 2nd, 2012 • Comverse, Inc. • Services-business services, nec • Delaware

THIS DEFERRED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective from and after the date of grant as specified in the Electronic Grant Acceptance Web Page (the “Date of Grant”) by and between Comverse, Inc., a Delaware corporation (with any successor, the “Company”), and the person to whom the Electronic Grant Acceptance Web Page (the “Notice of Grant”) is addressed (the “Participant”).

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