8-K

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

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(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 Financial Statements and Exhibits.

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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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	By:	/s/ Shefali A. Shah
	Name:		Shefali A. Shah
	Title:		Senior Vice President, General Counsel and Corporate Secretary

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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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EX-10.1

EXHIBIT 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) to the Employment Agreement, dated May 21, 2009 (the “Employment Agreement”), by and between Comverse Technology, Inc., a New York corporation (the “Company”), and Stephen M. Swad (the “Executive”) is entered into on April 22, 2010 by and between the Company and the Executive (collectively, the “Parties”).

W I T N E S S E T H:

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WHEREAS, the Executive and the Company previously entered into the Employment Agreement under which the Company continues to employ the Executive;

WHEREAS, the Parties wish to amend the Employment Agreement to make certain revisions in accordance with the terms and conditions herein;

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, covenant and agree as follows:

1. Amendments to Employment Agreement.  Section 11 is hereby amended by deleting the text thereof in its entirety and replacing it with the following:

“The Company shall pay the Executive a one-time set-up lodging payment in the amount of twenty-four thousand ($24,000), payable with the first payroll after May 1, 2010 in accordance with the regular payroll practices of the Company.  From and after May 1, 2010 and through and including April 30, 2011, the Executive shall be entitled to a living allowance in the amount of sixteen thousand ($16,000) per month payable as and when Base Salary is payable in accordance with the regular payroll practices of the Company (but such payments shall not constitute “Base Salary” for purposes hereof) to facilitate the Executive’s providing services based in the Company’s New York headquarter offices.  In the event the Executive’s employment is terminated, the Executive shall be entitled to the following: (i) amounts payable under this Section 11 but not paid prior to the date of termination and (ii) (a) if the termination occurs prior to January 31, 2011, a single, lump sum payment in the amount of $27,000 and (b) if the termination occurs on or after January 31, 2011 and prior to April 30, 2011, payable to Executive in a single, lump sum payment in the amount of $13,500, in each case, less applicable tax withholdings within 30 calendar days after the date of termination, in accordance with the Company’s regular payroll practice; provided, however, in the event the Company terminates the Executive’s employment for Cause or the Executive terminates his employment without Good Reason, the Executive shall only be paid the amounts referred to in clause (i) above.  For purposes of clarity, the amounts payable under clause (ii) above shall be deemed as amounts earned, accrued or owing prior to the date of termination for purposes of Section 12(a)(iii), 12(c)(vii) and 12(d)(vii) hereof.”

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2. Counterparts.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which taken together will constitute one and the same written agreement, which will be binding and effective as to all the Parties.

3. Binding Effect.  This Agreement shall be binding upon each of the Parties hereto, and upon their respective successors and assigns, and shall inure to the benefit of each of the Parties hereto, and their respective successors and assigns. Subject to the foregoing sentence, no person not a Party hereto shall have any right under or by virtue of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first set forth above.

COMVERSE TECHNOLOGY, INC.
By:	/s/ Andre Dahan
	Name:  Andre Dahan
	Title: President and Chief Executive Officer

THE EXECUTIVE

 /s/   Stephen M. Swad 

Stephen M. Swad

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