0001193125-12-357658 Sample Contracts

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware

This Director Indemnification Agreement, dated as of , 2012 (this “Agreement”), is made by and between Comverse, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Comverse Technology, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made effective on July 24, 2012 (the “Date of Grant”) by and between Comverse Technology, Inc., a New York corporation (with any successor, the “Company”), and Thomas B. Sabol (the “Participant”).

TRANSITION SERVICES AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF [—], 2012
Transition Services Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • New York

This Transition Services Agreement is entered into as of this [—] day of [ ], 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 [ ], 2012
Tax Disaffiliation Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • New York

This Tax Disaffiliation Agreement (this “Agreement”), is dated as of [ ], 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”).

DISTRIBUTION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC., AND COMVERSE, INC. DATED AS OF [—], 2012
Distribution Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • New York

This Distribution Agreement (this “Agreement”), is dated as of [—], 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Massachusetts

This Employment Agreement (this “Agreement”), dated July 1, 2012, is by and among Comverse, Inc. (together with its successors and assigns permitted under this Agreement, the “Company”), Comverse Technology, Inc., a New York corporation (“Parent”) and Thomas B. Sabol (the “Executive”).

Comverse Technology, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of July 24, 2012 (the “Date of Grant”) by and between Comverse Technology, Inc., a New York corporation (with any successor, the “Company”), and Thomas B. Sabol (the “Participant”).

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec

This Employee Matters Agreement (this “Agreement”), dated as of [•], 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”).

SEPARATION AGREEMENT
Separation Agreement • August 15th, 2012 • Comverse, Inc. • Services-business services, nec

This Separation Agreement (the “Agreement”) is made and entered into this 5 day of August, 2012 (the “Execution Date”) by and between Comverse Ltd., an Israeli company (the “Company”), and Oded Golan (Israeli ID number 024652802) (the “Employee”).

Re: Amendment to Employment Agreement. WHEREAS, you serve as Chief Operating Officer; WHEREAS, Comverse Ltd. and you desire to amend and revise the terms of your employment to the extent set forth herein. NOW, THEREFORE, in consideration of the mutual...
Comverse, Inc. • August 15th, 2012 • Services-business services, nec

This letter (the “Amendment Letter”) amends that certain EMPLOYMENT OFFER LETTER, dated June 15, 2011 (the “Agreement”), by and between you (the “Executive”) and Comverse Ltd., a corporation existing under the laws of Israel (“Company”), as amended from time to time. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.

Re: Amendment to Employment Agreement.
Comverse, Inc. • August 15th, 2012 • Services-business services, nec

This letter (the “Amendment Letter”) amends that certain EMPLOYMENT OFFER LETTER, dated June 15, 2010, as amended by that certain amendment letter dated March 3, 2011 (together, the “Agreement”), by and between you (the “Executive”) and Comverse Ltd., a corporation existing under the laws of Israel (“Company”). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.

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