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):

February 25, 2011

COMVERSE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

NEW YORK	0-15502	13-3238402
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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.

(b) Departure of Directors or Certain Officers.

On February 25, 2011 (“Effective Date”), Comverse Technology, Inc. (the “Company”) and Andre Dahan entered into a Separation and Consulting Agreement (the “Separation Agreement”), pursuant to which, by mutual agreement, Mr. Dahan agreed to (i) resign as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company (the “Board”) and each of its subsidiaries effective March 4, 2011 (the “Separation Date”) and (ii) serve as a consultant to the Company for a period of 90 days from the Separation Date (the “Consulting Period”).

(c) Appointment of Certain Officers.

On February 25, 2011, the Board appointed Charles Burdick, the Company’s non-executive Chairman of the Board, as Executive Chairman and Chief Executive Officer, effective March 4, 2011.

As a result of Mr. Burdick’s appointment as Executive Chairman, Mr. Burdick is no longer “independent” for purposes of serving on the Board’s Audit Committee and Corporate Governance and Nominating Committee and, consequently, resigned from such committees.

Mr. Burdick, age 59, has served as a member of the Company’s Board since December 2006 and as Chairman of the Board since March 2008. Until July 2005, he was Chief Executive Officer of HIT Entertainment Plc, a publicly listed provider of pre-school children’s entertainment. From 1996 to 2004, Mr. Burdick worked for Telewest Communications, the second largest cable television company in the United Kingdom, serving as Chief Financial Officer and Chief Executive Officer. In these roles, Mr. Burdick oversaw the financial and operational restructuring of Telewest and was responsible for leading and financing the acquisitions of a number of cable companies. Mr. Burdick has also held a series of financial positions with TimeWarner, US WEST and MediaOne, specializing in corporate finance, mergers and acquisitions, and international treasury. Mr. Burdick currently serves as an independent non-executive director and Chairman of the Compensation Committee of CTC Media, a leading independent media company in Russia, as an independent non-executive director of Transcom WorldWide S.A., a Luxembourg based global provider of outsourced customer and credit management services and as a director of Verint Systems. Mr. Burdick also served as a director of Bally Total Fitness Holding Corporation, HIT Entertainment plc, QXL plc and Singer and Friedlander (owned by the Kaupthing Group) during the last five years. Mr. Burdick holds a M.B.A. from the University of California, Los Angeles and a B.A. in Economics from the University of California, Santa Barbara.

(e) Compensatory Arrangements of Certain Officers.

Andre Dahan

Pursuant to the Separation Agreement, from the Effective Date through the Separation Date, Mr. Dahan will (i) be paid a base salary of $1,000,000 per annum (“Base Salary”), and (ii) be entitled to (A) participate in all employee welfare and pension benefit plans, programs and/or arrangements applicable to senior-level executives (other than those relating to cash bonuses for the fiscal year ending January 31, 2012 or the issuance of equity awards), (B) the reimbursement

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of reasonable business expenses incurred by Mr. Dahan and (C) participate in executive fringe benefit programs applicable to the Company’s senior-level executives, if any. In addition, Mr. Dahan will be entitled to receive the cash incentive award for the fiscal year ended January 31, 2011 in accordance with terms previously agreed with the Company (payable no later than April 15, 2011). As previously disclosed, the Board set Mr. Dahan’s on target bonus opportunity at $1,000,000 (“Target Bonus”) and the maximum bonus opportunity at $2,000,000, the payment of which was subject to the financial performance of Comverse, Inc. and Mr. Dahan’s individual performance. The Compensation Committee and the Board, upon review of the financial indicators, have agreed upon a payment of $800,000 or 80% of the target bonus opportunity. Mr. Dahan agreed to waive any payments based on his individual performance. In addition, the Company agreed to pay all reasonable attorneys’ fees and disbursements incurred by Mr. Dahan in connection with the negotiation of the Separation Agreement and related documents up to $30,000.

During the Consulting Period, Mr. Dahan will have the duties, responsibilities and authority assigned to him by the Executive Chairman. It is expected that Mr. Dahan will assist the Company with an orderly transition and will focus his attention on key customer relationships. During the Consulting Period, Mr. Dahan will be paid a fee of $246,575, payable in six equal installments and shall be entitled to reimbursement of reasonable business expenses incurred in connection with the performance of consulting services.

Subject to Mr. Dahan’s execution and delivery of a release agreement in the form attached to the Separation Agreement, upon the Separation Date, Mr. Dahan will be entitled to receive the following principal severance benefits: (i) his Base Salary earned but unpaid prior to Separation Date, (ii) $1,500,000, representing 150% of his Base Salary, (iii) $1,500,000, representing 150% of his Target Bonus, (iii) the immediate vesting of all outstanding unvested deferred stock unit awards awarded to Mr. Dahan and the delivery of shares of the Company’s common stock underlying vested deferred stock unit awards that are subject to deferred delivery, (iv) the payment of full premiums for Mr. Dahan and any covered beneficiaries under COBRA health continuation benefits for 18 months from the Separation Date; (v) any amounts earned, accrued or owing to Mr. Dahan but not yet paid in respect of employee benefit programs and reimbursement of business expenses and (vi) $128,000 with respect to 32 accrued but unused vacation days as of the Separation Date.

In addition, pursuant to the Separation Agreement, certain non-disclosure, intellectual property assignment, non-competition and non-solicitation provisions set forth in the amended and restated employment agreement, dated as of December 2, 2008, by and between Mr. Dahan and the Company will continue to apply.

On February 28, 2011, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

On February 25, 2011, the Company’s Board of Directors approved the Amended and Restated By-Laws of the Company (the “By-Laws”). The following description of the amendments to the By-Laws is not complete and is qualified in its entirety by the By-Laws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

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Independent Lead Director: The By-Laws were amended to provide that an Independent Lead Director, if any, may convene executive sessions of the Board.

Notice Requirements: The By-Laws were amended to provide different notice requirements for meetings of the Board if the roles of Chairman and Chief Executive Officer are combined or if the Chairman is no longer an independent director (Article V, Section 2).

Chief Executive Officer: The By-Laws were amended to provide that the Board may determine the duties and responsibilities of the Company’s Chief Executive Officer (Article VIII, Section 3).

Item 7.01 Regulation FD Disclosure.

Filing Timeline Update

The Company is in the process of preparing its Annual Report on Form 10-K for the fiscal year ended January 31, 2011 (the “2010 Form 10-K”) and currently expects to file the 2010 Form 10-K in late April or May 2011. The Company expects to file its Quarterly Report on Form 10-Q for the first quarter of the fiscal year ending January 31, 2012 in June 2011. This timeline is subject to completion of various milestones in the Company’s financial close and reporting and disclosure process and the risk that material adjustments may be identified during the audit process.

Employee Letter

On February 28, 2011, the Chairman of the Board issued a letter to employees of the Company and Comverse, Inc. and its subsidiaries. A copy of the letter is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2., the foregoing information is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information disclosed under Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as shall be expressly set forth by a specific reference in such filing.

Item 8.01 Other Events

On February 25, the Board appointed Augustus K. Oliver, an independent member of the Board, as its Independent Lead Director, with the duties and responsibilities set forth in the Company’s Corporate Governance Guidelines and Principles, which were amended and restated by the Board on February 25, 2011.

The Company has commenced a search for a Chief Executive Officer of Comverse, Inc., a wholly-owned subsidiary of the Company, that, together with its subsidiaries, comprises the Company’s Comverse segment.

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Item 9.01 Exhibits

(d) Exhibits

Exhibit	Description
3.1	By-Laws, as amended and restated on February 25, 2011.
10.1	Separation and Consulting Agreement, dated February 25, 2011, by and between Comverse Technology, Inc. and Andre Dahan.
99.1	Press Release, dated February 28, 2011, issued by Comverse Technology, Inc.
99.2	Letter to Employees, dated February 28, 2011.

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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.

	COMVERSE TECHNOLOGY, INC.
Date: February 28, 2011	By:	/s/ Shefali A. Shah
	Name:	Shefali A. Shah
	Title:	Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit	Description
3.1	By-Laws, as amended and restated on February 25, 2011.
10.1	Separation and Consulting Agreement, dated February 25, 2011, by and between Comverse Technology, Inc. and Andre Dahan.
99.1	Press Release, dated February 28, 2011, issued by Comverse Technology, Inc.
99.2	Letter to Employees, dated February 28, 2011.

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EX-3.1

Exhibit 3.1

BY-LAWS

OF

COMVERSE TECHNOLOGY, INC.

AMENDED AND RESTATED

AS OF FEBRUARY 25, 2011

(A New York Corporation)

ARTICLE I

OFFICES

Section 1. The principal office of the Corporation shall be located in the State of New York.

Section 2. The Corporation may also have offices at such other places, both within and without the State of New York, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. All meetings of shareholders for the election of directors shall be held at such place within or without the State of New York as may be fixed from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of shareholders shall be held on such date and at such time as may be fixed from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof, at which the shareholders entitled to vote shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. Directors shall be elected by a “majority of votes cast” (as defined herein) to hold office until the next annual meeting unless the election is contested, in which case directors shall be elected by a plurality of votes cast. For purposes of this Section, an election shall be “contested” if, as determined by the Board of Directors, the number of nominees exceeds the number of directors to be elected and a “majority of votes cast” means the number of shares voted “for” a director exceeds the number of votes cast “against” that director.

Section 3. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 4. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the Board of Directors or the holders of not less than a majority of all the shares entitled to vote at the meeting.

Section 5. Written notice of every meeting of shareholders, stating the purpose or purposes for which the meeting is called and the date and time and the place where it is to be held, shall be served not less than ten nor more than sixty (60) days before the meeting, either personally or by mail, upon each shareholder entitled to vote at such meeting and upon each shareholder of record who, by reason of any action proposed at such meeting, would be entitled to have his stock appraised if such action were taken, and shall be sent by facsimile or electronic (e-mail) transmission simultaneously to all members of the Board of Directors. If mailed, such notice shall be deemed given when deposited in the mail directed to a shareholder at his address as it shall appear on the books of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such shareholder.

Section 6. In order to properly submit any business to an annual meeting of shareholders (other than with respect to nominations for directors which are governed exclusively by Article IV, Section 3), a shareholder must give timely notice in writing to the Secretary of the Corporation of such shareholder’s intention to present such business, as set forth herein. To be considered timely, a shareholder’s notice must be delivered, either in person or by certified mail, postage prepaid, and received at the principal executive office of the Corporation, (a) not less than one hundred twenty (120) days prior to the first anniversary date of the Corporation’s proxy statement in connection with the last annual meeting or (b) in the case of the first annual meeting following the effective date of this Section 6 (March 10, 2010) or if no annual meeting was held in the previous year, not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Corporation. Each notice to the Secretary shall set forth (a) as to any business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the by-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; (b) as to the shareholder giving the notice and the

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beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the proposal between or among such shareholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder and such beneficial owner, with respect to shares of stock of the Corporation (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting), (v) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (vi) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or otherwise to solicit proxies from shareholders in support of such proposal. In addition, the shareholder shall promptly provide any other information reasonably requested by the Corporation. The presiding officer of the meeting may, if the facts warrant, determine that a proposal was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective proposal shall be disregarded. Notwithstanding the foregoing provisions of this Section 6, a shareholder who seeks to have any proposal included in the Corporation’s proxy statement shall comply with applicable state law and the requirements of the rules and regulations promulgated by the Securities and Exchange Commission. The requirements of this Section 6 shall apply to any business to be brought before an annual meeting by a shareholder (other than the nomination of a person for election as a director, which is governed by Section 3 of Article IV) whether such business is to be included in the Corporation’s proxy statement or presented to shareholders by means of an independently financed proxy solicitation.

Section 7. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

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ARTICLE III

QUORUM AND VOTING OF STOCK

Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to a vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted on the original date of the meeting.

Section 2. If a quorum is present, the affirmative vote of holders of a majority of the shares of stock represented at the meeting and entitled to vote shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation.

Section 3. Each outstanding share of stock having voting power shall entitle the holder thereof to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

Section 4. The Board of Directors in advance of any shareholders’ meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall, appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares.

ARTICLE IV

DIRECTORS

Section 1. The Board of Directors of the Corporation shall consist of such number of directors, not less than three nor more than eleven, as shall be fixed from

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time to time by resolution of the Board of Directors. The number of directors constituting the entire Board may be changed from time to time by resolution adopted by the Board of Directors, provided no decrease made in such number shall shorten the term of any incumbent director.

Section 2. Directors shall be at least eighteen years of age and need not be residents of the State of New York nor shareholders of the Corporation. The directors shall be elected at the annual meeting of the shareholders or a special meeting of the shareholders called for the purpose of electing directors and, except as hereinafter provided, each director elected shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 3. (a) Nominations for the election of directors may be made by a committee appointed by the Board of Directors (or, in the absence of such committee, by the Board of Directors) or by any shareholder entitled to vote generally in the election of directors. However, any shareholder entitled to vote generally in the election of directors may nominate one or more persons for election as directors at an annual meeting or a special meeting called for the purpose of electing directors only if written notice of such shareholder’s intention to make such nomination or nominations has been given, to the Secretary of the Corporation, either by personal delivery or by- certified mail, postage prepaid, and received at the principal executive office of the Corporation (1) with respect to an election to be held at an annual meeting of shareholders, (a) not less than one hundred twenty (120) days prior to the first anniversary date of the Corporation’s proxy statement in connection with the last annual meeting or (b) in the case of the first annual meeting following the effective date of this Section 3 (March 10, 2010) or if no annual meeting was held in the previous year, not later than the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Corporation and (2) with respect to an election to be held at a special meeting of shareholders, the close of business on the tenth (10th) day following the date on which public announcement of the date of such meeting is first made by the Corporation. Each such notice to the Secretary shall set forth (i) the name and address of such shareholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner, if any, and such shareholder’s nominees; (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the proposal between or among such shareholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder and such beneficial owner, with respect to shares of stock of the Corporation

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(which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting), (v) a description of all arrangements or understandings between the shareholder and each such nominee; (vi) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (vii) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or otherwise to solicit proxies from shareholders in support of such proposal; (viii) such other information as would be required to be included in a proxy statement soliciting proxies for the election of the nominees of such shareholder; and (ix) the consent of each nominee to serve as a director of the Corporation if so elected. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. The presiding officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(b) The Corporation shall include in its proxy materials for a meeting of shareholders at which directors are to be elected the name, together with the Disclosure and Statement (both as defined below in this Section 3(b)), of any person nominated for election (the “Nominee”) to the Board of Directors by a shareholder that satisfies the requirements of this Section 3(b) (the “Nominator”), and allow shareholders to vote with respect to such Nominee on the Corporation’s proxy card. A Nominator may nominate one candidate for election at a meeting. A Nominator must: (i) have beneficially owned 5% or more of the Corporation’s outstanding common stock continuously for at least two years as of both the date the written notice of the nomination is submitted to the Corporation and the record date for the meeting at which directors are to be elected (the “Required Shares”); (ii) provide written notice that is received by the Corporation’s Secretary within the time period specified in Article IV, Section 3(a) of these by-laws containing (A) with respect to the Nominee, (1) the information required by Article IV, Section 3 of these by-laws and (2) such Nominee’s consent to being named in the proxy statement and to serving as a director if elected; and (B) with respect to the Nominator, proof of ownership of the Required Shares (the information referred to in clauses (i) and (ii) above being referred to as the “Disclosure”); and (iii) execute an undertaking that the Nominator agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the shareholders of the Corporation, including, without limitation, the Disclosure and Statement, and (B) to the extent it uses soliciting material other than the Corporation’s proxy materials, comply with all applicable laws and regulations. The Nominator may furnish, at the time the Disclosure is submitted, a statement for inclusion in the Company’s proxy statement, not to exceed 500 words, in support of the Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this

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Section 3(b), the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes would violate any applicable law or regulation. Any Nominator whose Nominee does not receive at least 25% of the votes cast in the related election of directors will be prohibited from serving as a Nominator for four years from the date of the annual meeting in question. Notwithstanding the foregoing, upon the effectiveness of Rule 14a-11 of the Exchange Act of 1934, as amended (as adopted pursuant to SEC Release No. 34-62764 and as such Rule 14a-11 may be amended, revised or superseded by any successor rule(s) and regulation(s) promulgated by the Securities and Exchange Commission), this Section 3(b) shall expire and this Section 3(b) and all references thereto contained in these by-laws shall be of no further force and effect.

Section 4. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting of shareholders called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting of the Board of Directors called for that purpose.

Section 5. Vacancies and newly created directorships resulting from an increase in the authorized number of directors may be filled by a majority vote of the directors in office, although less than a quorum, or by election by the shareholders at any meeting thereof. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

Section 6. The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 7. The directors may keep the books of the Corporation, except such as are required by law to be kept within the State, outside the State of New York, at such place or places as they may from time to time determine.

Section 8. The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise.

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ARTICLE V

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the Board of Directors, regular or special, may be held either within or without the State of New York, at such places as the Board may from time to time determine.

Section 2. Regular meetings of the Board of Directors may be held without notice at such time as the Board may from time to time determine. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Independent Lead Director (if any) or the Chief Executive Officer, and shall be called by the Chairman of the Board of Directors, the Independent Lead Director (if any), the Chief Executive Officer or the Secretary on the written request of a majority of the Board of Directors. Notice of special meetings of the Board of Directors shall be given personally, by mail, telephone, facsimile or electronic (e-mail) transmission, to each director not later than 48 hours prior to the time fixed for meeting; provided, however, that notice may be given not later than 36 hours prior to the time fixed for meeting if given by the Chairman of the Board and the Chief Executive Officer acting jointly or, if the Chairman of the Board and the Chief Executive Officer are the same person, by the Chairman of the Board/Chief Executive Officer and the Independent Lead Director, acting jointly.

Section 3. Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 4. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 5. Any action required or permitted to be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board of Directors, or the committee, consent in writing to the adoption of a resolution authorizing the action. Any such resolution and the written consents thereto by the members of the Board of Directors or the committee shall be filed with the minutes of the proceedings of the Board of Directors or the committee.

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Section 6. Any one or more members of the Board of Directors, or any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE VI

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors, by resolution adopted by a majority of the entire Board, shall designate, from among its members, an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee, and may designate, from any of its members, an Executive Committee or other committees, each consisting of one or more directors, unless otherwise required under applicable law or regulation or under any rule of a national stock exchange or over-the-counter market on which the Company’s securities are then traded or quoted (a “Listing Rule”), and each of which, to the extent provided in the applicable resolution, shall have all the authority of the Board to the fullest extent permitted by law. Vacancies in the membership of each committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The Board of Directors shall have power, at any time, to change or remove the members of any committee created pursuant to these by-laws, either with or without cause. All committees created by the Board shall keep regular minutes of their proceedings and report such proceedings to the Board at the regular meeting of the Board immediately subsequent to any such committee proceeding.

ARTICLE VII

NOTICES

Section 1. Whenever, under applicable law or the provisions of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile or electronic (e-mail) transmission, and shall be given by facsimile or electronic (e-mail) transmission simultaneously to each director to whom notice is sent by mail.

Section 2. Whenever any notice of a meeting is required to be given under applicable law or the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE VIII

OFFICERS

Section 1. The Board of Directors shall appoint the officers of the Corporation, which may include a Chief Executive Officer, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers and agents as the Board of Directors may from time to time deem proper.

Section 2. The officers of the Corporation, unless removed by the Board of Directors as herein provided, shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

CHIEF EXECUTIVE OFFICER

Section 3. Except as the Board may otherwise determine, the Chief Executive Officer shall, subject to the oversight of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

VICE-PRESIDENTS

Section 4. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the Chief Executive Officer.

SECRETARY AND ASSISTANT SECRETARIES

Section 5. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for any committee appointed by the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders, and shall perform such other duties as may be prescribed by these by-laws or the Board of Directors. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by signature of the Secretary or by the signature of such Assistant Secretary. The Board of Directors may give the general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.

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Section 6. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

TREASURER AND ASSISTANT TREASURERS

Section 7. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

Section 8. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the Chairman of the Board of Directors and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all the transactions performed as Treasurer and of the financial condition of the Corporation.

Section 9. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of such office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under the Treasurer’s control belonging to the Corporation.

Section 10. The Assistant Treasurer, or, if there be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE IX

INDEMNIFICATION

Section 1. The Corporation shall indemnify and advance the expenses of each person to the full extent permitted by the New York Business Corporation law (the “BCL”) as the same now exists or may hereafter be amended.

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Section 2. The indemnification and advancement of expenses granted pursuant to this Article IX shall not be exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, when authorized by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Nothing contained in this Article IX shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

Section 3. No amendment, modification or rescission of this Article IX shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.

ARTICLE X

SHARES

Section 1. Shares of the Corporation’s stock may be evidenced by certificates for shares of stock or may be issued in uncertificated form in accordance with the BCL. The issuance of shares in uncertificated form shall not affect shares already represented by a certificate until the certificate is surrendered to the Corporation. Every holder of shares of stock in the Corporation that is represented by certificates shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation and registered in certificated form. Such certificates shall be numbered and entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the Chairman of the Board or the Chief Executive Officer, and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation and may be sealed with the seal of the Corporation or a facsimile thereof. When the Corporation is authorized to issue sharers of more than one class, every certificate issued and every statement that may be sent to a holder of uncertificated shares shall set forth a statement that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued, and, if the Corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

Section 2. The signatures of the officers of the Corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or

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registered by a registrar other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue.

LOST CERTIFICATES

Section 3. The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate has been lost, stolen or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the Corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF SHARES

Section 4. Transfers of shares of stock of the Corporation shall be made on the books of the Corporation after receipt of a request with proper evidence of succession, assignation, or authority to transfer by the record holder of such stock, or by an attorney lawfully constituted in writing, and in the case of stock represented by a certificate, upon surrender of the certificate. Subject to the foregoing, the Board of Directors may make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer and registration of shares of stock of the Corporation, and to appoint and remove transfer agents and registrars of transfers.

FIXING RECORD DATE

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty (60) nor less than ten days before the date of any meeting nor more than sixty (60) days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

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REGISTERED SHAREHOLDERS

Section 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall be entitled to hold liable for calls and assessments a person registered on its books as the owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York.

LIST OF SHAREHOLDERS

Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be projected as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI

GENERAL PROVISIONS

DIVIDENDS

Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the Corporation’s bonds or its property, including the shares or bonds of other corporations, subject to any provisions of law and of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall deem to be in the best interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and notes of the Corporation shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer and/or such other officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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FISCAL YEAR

Section 4. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XII

AMENDMENTS

Section 1. These by-laws may be amended or repealed or new by-laws may be adopted by majority vote at any regular or special meeting of shareholders at which a quorum is present or represented, provided notice of the proposed alteration, amendment or repeal shall have been contained in the notice of such meeting.

Section 2. Subject to the by-laws adopted by the shareholders, these by-laws may be amended by the affirmative vote of a majority of the Board of Directors, at any regular meeting, or at any special meeting of the Board if notice of the proposed amendment shall have been given. If any by-law regulating an impending election of directors is adopted or amended or repealed by the Board, there shall be set forth in the notice of the next meeting of the shareholders for the election of directors the by-law so adopted or amended or repealed together with a concise statement of the changes made. The directors may repeal by-laws passed by them but may not repeal the by-laws passed by the shareholders.

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EX-10.1

Exhibit 10.1

EXECUTION COPY

SEPARATION AND CONSULTING AGREEMENT

This Separation and Consulting Agreement (this “Agreement”) dated as of February 25, 2011 (the “Effective Date”) is entered into by and between Comverse Technology, Inc., a New York corporation (the “Company”) and Andre Dahan (the “Executive”) to set forth the terms and conditions of the Executive’s separation from the Company on March 4, 2011 (the “Separation Date”) and the terms and conditions of the Executive’s consultancy with the Company immediately following the Separation Date.

RECITALS

A. The Company and the Executive previously entered into an employment agreement on April 10, 2007, effective as of April 30, 2007, which was amended and restated as of December 2, 2008 under which the Executive was employed to serve as the Company’s President and Chief Executive Officer (the “Employment Agreement”).

B. The Company and the Executive wish to enter into this Agreement to supersede and replace the Employment Agreement, except where otherwise specifically noted herein.

C. The Executive has been employed by the Company as its President and Chief Executive Officer and will remain as its President and Chief Executive Officer in accordance with the terms of this Agreement through the Separation Date.

D. The Executive’s position and employment with the Company is hereby terminated effective on the Separation Date. In connection with such separation from the Company, the Executive shall be entitled to the payments described herein in lieu of any and all other payments under the Employment Agreement or otherwise.

E. The Company wishes to retain the Executive as an independent contractor Consultant to the Company for a period of ninety (90) days beginning upon the day after the Separation Date (the “Consulting Period”) pursuant to the terms and conditions of this Agreement and the Executive wishes to accept such position.

F. The Executive and the Company agree that this Agreement is expressly conditioned upon the execution and non-revocation of the Release Agreement attached hereto as Appendix A as of March 4, 2011, provided that, if the Release Agreement is not executed or is executed and revoked, then this Agreement shall be null and void ab initio and all other rights of the parties under the Employment Agreement and otherwise shall remain in full force and effect.

AGREEMENT

To provide the Executive with severance pay and to fully and finally resolve any and all issues the Executive may have regarding his prior employment with the Company, including the termination of that employment, to provide the terms of the Executive’s position as a Consultant with the Company for the Consulting Period, the Executive and the Company hereby agree as follows:

1. Separation Date. The Executive’s employment with the Company and his position as the Company’s President and Chief Executive Officer and as an officer of any subsidiaries of the Company, shall terminate immediately upon the Separation Date.

(i) Base Salary. The Executive shall be paid a Base Salary at the rate of one-million dollars ($1,000,000) per annum, less applicable deductions through the Separation Date, in accordance with the Company’s usual payroll practices.

(ii) Employee Benefit Programs. Through the Separation Date, the Executive shall be entitled to participate in all employee welfare and pension benefit plans, programs and/or arrangements applicable to senior-level executives, in accordance with the terms of such plans and policies, as in effect from time to time.

(iii) Incentive Compensation Arrangements. The Executive shall not be entitled to any bonus or other incentive compensation with respect to the fiscal year or any part thereof ending January 31, 2012. The Executive is entitled to an annual bonus earned pursuant to Section 5 of the Employment Agreement with respect to the fiscal year ending January 31, 2011, payable as soon as practicable but not later than the April 15, 2011 (the “FY2010 Bonus”). The FY2010 Bonus has been determined to be $800,000 (80% percent of the Executive’s target annual bonus for such fiscal year).

(iv) Reimbursement of Business Expenses. Through the Separation Date, the Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under this Agreement, and the Company shall reimburse him for all such reasonable business expenses, subject to documentation and payable in accordance with the Company’s policies relating thereto.

(v) Perquisites. Through the Separation Date, the Executive shall be entitled to participate in the Company’s executive fringe benefit and perquisite programs applicable to the Executive as of immediately prior to the date hereof in accordance with the terms and conditions of such programs as in effect from time to time.

(iv) Board Resignation. The Executive hereby resigns his positions as a member of the Boards of the Company and its subsidiaries and as a fiduciary of any benefit plans of the Company and its subsidiaries, effective upon the Separation Date.

2. Terms of Consultancy.

(i) Term of Consultancy; Duties and Responsibilities; Reporting. The Executive will act as an independent contractor consultant to the Company during the Consulting Period. The Executive shall advise and assist as reasonably requested by the Chairman (the “Chairman”) of the Board of Directors of the Company (the “Board”) and the Executive shall report to the Chairman in carrying out such duties, provided however, that in no event shall the Executive be expected to perform, or perform, services that exceed twenty percent (20%) of the average level of bona fide services he provided to the Company during the final thirty-six (36) months of his term as the President and Chief Executive Officer of the Company. The Executive shall not provide services not requested by the Chairman. The intent of the foregoing is that Executive shall have incurred a “separation

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from service, within the meaning of Section 409A, from the Company on the Separation Date and shall be interpreted accordingly. The Executive shall not be required to perform any request requiring travel or communications expense unless the Chairman also approves, as required by Section 2(iii) below, the reasonable expense thereof in accordance with Company policy (at a level commensurate with that of Executive).

(ii) Consulting Fee. The Executive shall be paid a fee for his services as an independent contractor Consultant during the Consulting Period equal to $246,575 (“Consulting Fees”) payable in six equal installments on March 11, 2011, and March 25, 2011, April 8, 2011, April 22, 2011, May 6, 2011, May 20, 2011, and June 3, 2011 of $41,095.83. Except as otherwise set forth herein, the Executive shall not be entitled to any other rights, entitlements, compensation or benefits with respect to the consulting services from the Company.

(iii) Reimbursement of Expenses; Indemnification. Company shall reimburse the Executive pursuant to the Company’s reimbursement policies for such reasonable business expenses incurred by the Executive in connection with the performance of the consulting services described in this Section 2 to the extent expressly agreed upon in writing by the Chairman prior to the incurrence of such expenses by the Executive, subject to documentation and payable in accordance with the Company’s policies relating thereto. The Executive shall have no liability to the Company as a result of his services provided as a consultant except for any action taken in bad faith or due to his negligence. In addition, the Company shall indemnify the Executive for any claims or liability he incurs arising from his good faith performance of the consulting services in the course of his consultancy to the fullest extent permitted by law, other than with respect to such claims or liability that arise as the result of his bad faith or negligence.

(iv) Status as an Independent Contractor. The Company and the Executive acknowledge and agree that in performing consulting services pursuant to this Agreement the Company shall not exercise general supervision or control over the time, place or manner in which the Executive provides consulting services hereunder and the Executive shall be acting and shall act at all times during the Consulting Period as an independent contractor only and not as an employee, agent, partner or joint venturer of or with the Company or any entity for which the Company provides services. The Executive acknowledges that he is solely responsible for the payment of all Federal, state, local and foreign taxes that are required of him by applicable laws or regulations to be paid with respect to the Consulting Fees payable hereunder.

3. Severance Pay. (a) In lieu of any other rights, entitlements or benefits he may have had under the Employment Agreement (except as expressly provided otherwise herein), the Executive will be entitled to the following:

(i) his Base Salary earned but not paid prior to the Separation Date, to be paid in accordance with the Company’s regular payroll practices;

(ii) $1,500,000 (an amount equal to one hundred fifty percent of the Base Salary), payable on the date that is six (6) months plus one (1) day after the Separation Date (the “New Payment Date”);

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(iii) $1,500,000 (an amount equal to one hundred fifty percent (150%) of the Target Bonus as defined in Section 5 of the Employment Agreement), payable on the New Payment Date;

(iv) the full monthly premiums (employer and employee portions) for the Executive’s and any covered beneficiary’s coverage under COBRA health continuation benefits on a monthly basis over the eighteen (18) month period immediately following the Separation Date, and which premiums will be treated as taxable income to the Executive;

(v) the immediate vesting as of the Separation Date of all of the Executive’s outstanding unvested deferred stock awards that were granted to the Executive pursuant to the Employment Agreement and under the Company’s 2005 Stock Incentive Compensation Plan or otherwise (the “Deferred Stock Awards”), which Deferred Stock Awards shall be settled in accordance with the terms of the applicable long-term incentive plan and award agreement by the Company’s delivery of shares of Company Common Stock on the New Payment Date, net of a sufficient number of shares to enable the Company to satisfy the minimum withholding requirements with respect to the settlement of such Deferred Stock Awards. Exhibit A hereto sets forth a complete list of all of the Executive’s Deferred Stock Awards that are currently outstanding, indicating the date of grant of such Deferred Stock Units and the number of shares of Company Common Stock to be issued in settlement of such Deferred Stock Awards pursuant to this Section 2(v); and

(vi) any amounts earned, accrued or owing to the Executive prior to the Separation Date but not yet paid under Sections 7, 8, or 9 of the Employment Agreement or Sections 1(i) –(v) of this Agreement. In addition, the Executive will be paid $128,000 in a lump sum in cash with respect to all his accrued, unused vacation of 32 days as of the Separation Date, which was earned prior to the Effective Date, to be paid in accordance with the Company’s regular payroll practices.

(b) The Executive and the Company acknowledge and agree that the provisions set forth in Sections 12(j) and 14 of the Employment Agreement are hereby incorporated herein and shall continue to apply in accordance with the terms thereof and that the termination is a termination without Cause (as defined in the Employment Agreement). For the avoidance of doubt, the Executive shall not be entitled to any payments or benefits under Section 12(d) of the Employment Agreement but instead shall be entitled to the payments and benefits specified herein.

4. No Additional Compensation. The Executive and the Company agree that, except as expressly set forth in this Agreement, the Executive shall not be entitled to receive any additional compensation, bonuses, incentive compensation, Executive benefits or other consideration from the Company in connection with or in any way related to his termination from, or prior employment by, the Company.

5. Release Agreement. The Executive and the Company agree that this Agreement (including the payments and benefits contained in Sections 3(ii) – (v) hereof) is expressly conditioned upon the execution and non-revocation of the Release Agreement attached hereto as Appendix A, provided that, if the Release Agreement is not executed or is executed and revoked, this Agreement shall be null and void ab initio and all other rights of the parties under the Employment Agreement and otherwise shall remain in full force and effect.

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6. Restrictive Covenants. The Executive acknowledges and agrees that the covenants set forth in Section 14 of the Employment Agreement are hereby incorporated herein and shall continue to apply in accordance with the terms thereof; provided, however, that at the Executive’s request the Chairman will consider in good faith whether a company for which the Executive desires to work is a Competitive Business and the Chairman will respond within a reasonable time following Executive’s request.

7. Return of Company Property; Cooperation. The Executive will promptly following March 4, 2011 return to the Company all Company property he is aware of or reasonably should be aware of being in his possession, including, without limitation, any keys, access cards, credit cards, books, manuals, files, computer software, disks and the like, as well as all paper and electronic copies of materials and documents in his possession or under his direct or indirect control relating to the Company, its business, Executives, and customers, and that he has not retained copies, in whatever form, of any such materials or documents; provided, that to the extent he later becomes aware of Company property in his possession, the Executive shall promptly upon discovery return to the Company all such Company property. If Executive, or his counsel in the case of litigation, reasonably believe that certain property or other information is reasonably required or necessary in connection with the legal action related to Maverick Fund L.D.C. or any other legal action commenced against the Executive (other than a non-derivative action by the Company), then the Company shall provide such property or other information to Executive’s counsel (and Company may retain the original) to be used solely in connection with such legal action, but such property or other information may not be used for business or personal purposes, and such property or information shall be returned or destroyed after it is no longer required for such authorized purposes. Notwithstanding anything to the contrary set forth herein, the Company hereby acknowledges and agrees that the Executive (a) may retain, as his own property, his copies of his individual personnel documents, such as his payroll and tax records, and similar personal records, his rolodex and address book so long as they contain only contact type information and a copy is left at the Company, his blackberry and his mobile number; and (b) may purchase for a price of $300 his Company-provided computer, after providing the Company with a reasonable time to review and “scrub” such computer for Company property of the type described in this Section 7. Notwithstanding anything to the contrary contained herein, the Executive’s use of any retained property provided for in this Section 7 shall remain subject to Section 6 of this Agreement in accordance with the terms of such Section.

The Executive and the Company acknowledge and agree to be bound by the provisions of Section 28 of the Employment Agreement and further agree that, after the Consulting Period if the Executive spends more than 20 hours in a year in respect of such cooperation (not including any such time spent during the Consulting Period), the Executive will receive $500 an hour for each hour in excess of 20 hours in that year with respect to such cooperation.

8. Voluntary Agreement; Full Understanding; Advice of Counsel. The Executive understands and acknowledges the significance of this Agreement and acknowledges that this Agreement is voluntary and has not been given as a result of any coercion. The Executive also acknowledges that he has been given full opportunity to review and negotiate this

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Agreement, that he has been specifically advised to consult with legal counsel prior to signing it, that he has in fact carefully reviewed it with his attorney before signing it, and that he executes this Agreement only after full reflection and analysis.

9. No Representations. The Executive acknowledges that, except as expressly set forth herein, no representations of any kind or character have been made to him by the Company or by any of the Company’ agents, representatives or attorneys to induce the execution of this Agreement.

10. Legal Fees. The Company shall pay all reasonable attorneys’ fees and disbursements incurred by Executive in connection with the negotiation of this Agreement and related documents, up to a maximum of $30,000, within sixty (60) days of submission of an invoice and printout of time charges by attorney at standard time intervals but redacted as to descriptions for confidentiality as appropriate.

11. Indemnification. The Company confirms and acknowledges that the Company is obligated to indemnify the Executive as set forth in Section 15 of the Employment Agreement, which shall be deemed to be incorporated herein.

12. Compliance with Code Section 409A. The Parties acknowledge and agree that all benefits or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) are intended to comply with Code Section 409A. Accordingly, the terms and conditions of Section 29 of the Employment Agreement (“Compliance with Section 409A”) are hereby incorporated herein and shall apply to any payments or benefits provided by the Company to the Executive hereunder that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A. However, the Company makes no representation or warranty and shall have no liability to the Executive or any other person claiming through the Executive if any payments under any provisions of this Agreement are determined to constitute deferred compensation under Code Section 409A that are subject to the 20 percent tax under Code Section 409A. The Company agrees to make payments under this Agreement on a timely basis as specified herein and nothing in this Section 12 shall waive the Executive’s rights in the event of the Company’s failure to make payments at such specified times.

13. Review and Revocation Periods. The Executive acknowledges that he has 21 days to consider this Agreement before signing it and he has been advised to review it with an attorney of his choice. The Executive may use as much or as little of this 21-day period as he wishes before signing. In the event the Executive elects to sign this Agreement prior to this 21 day period, he agrees that it is a knowing and voluntary waiver of his right to wait the full 21 days. To accept this Agreement, the Executive must return the signed Agreement to the Company, on or before that day and time. The Executive further understands that he has 7 days after the signing hereof to revoke it by so notifying the Company in writing, such notice to be received by the Chairman within the 7 day period. If the Executive does not sign this Agreement or signs and revokes this Agreement, he will not receive any of the payments or benefits described in Section 2 or Sections 3(ii) – (v) of this Agreement, provided that, if this Agreement is not executed or is executed and revoked, this Agreement shall be null and void ab initio and all other rights of the parties under the Employment Agreement and otherwise shall remain in

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full force and effect. The Executive further acknowledges that he has carefully read this Agreement, knows and understands its contents and its binding legal effect. The Executive acknowledges that by signing this Agreement, he does so of his own free will and act and that it is his intention that he be legally bound by its terms.

14. Governing Law/Jurisdiction.

(i) This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York without reference to principles of conflicts of law unless superseded by federal law. The Parties agree that any suit, action or other legal proceeding relating to Section 14 of the Employment Agreement that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of New York (or, if appropriate, a federal court located within the State of New York), and the Parties consent to the jurisdiction of such court.

(ii) Any dispute or controversy, except with respect to Section 14 of the Employment Agreement, arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment on such award may be entered in any court of applicable jurisdiction. In the event that any equity or benefit plan bases treatment of the Executive on any term utilized herein, disputes with regard to such term shall be determined pursuant to this Section 14(ii). If the arbitrator so determines, the Executive shall be entitled to recover reasonable legal fees, costs and disbursements incurred in connection with any arbitration or legal proceeding related to this Agreement (including Section 14 of the Employment Agreement) or the Executive’s employment or termination thereof or any compensatory matter if the arbitrator also determines that the Executive is the overall prevailing party in the claims subject to such proceeding or dispute. This Agreement shall be interpreted in accordance with the laws of the State of New York, without regard to its conflict of laws. The language of this Agreement shall be construed as a whole according to its fair meaning.

15. Tax Withholdings and Deductions. All payments described herein shall be subject to applicable federal, state, and local tax withholdings and deductions.

16. Complete Agreement. This Agreement represents and contains the entire understanding between the parties in connection with the subject matter of this Agreement, provided that Sections 12(j), 14, 15, 28 and 29 of the Employment Agreement and the Indemnification Agreement (as defined in Section 15 of the Employment Agreement) shall continue as provided therein and as modified herein, as applicable. This Agreement shall not be modified or varied except by a written instrument signed by the Executive and the Chairman. It is expressly acknowledged and recognized by all parties that all prior written or oral agreements, understandings or representations between the parties are merged into this Agreement, except where otherwise specifically provided herein.

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17. Invalidity. It is understood and agreed that if any provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions of the Agreement shall nevertheless continue to be fully valid and enforceable.

18. Execution. This Agreement may be executed with duplicate original counterparts with faxed signatures, each of which shall constitute an original and which together shall constitute one and the same document.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMVERSE TECHNOLOGY, INC.		ANDRE DAHAN
By	/s/ Charles Burdick	By	/s/ Andre Dahan
			Andre Dahan
Date	2/25/2011	Date	2/25/2011

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Appendix A

Release Agreement

This RELEASE (“Release”) dated as of March 4, 2011 between Comverse Technology, Inc., a New York corporation (the “Company”), and Andre Dahan (the “Executive”).

WHEREAS, the Company and the Executive previously entered into an employment agreement on April 10, 2007, effective as of April 30, 2007, which was amended and restated as of December 2, 2008 under which the Executive was employed to serve as the Company's Chief Executive Officer (the “Employment Agreement”); and

WHEREAS, the Company and the Executive have entered into a Separation and Consulting Agreement, dated as of February 25, 2011 (the “Separation Agreement”), pursuant to which the Executive's employment with the Company terminates effective on March 4, 2011 (the “Separation Date”); and

WHEREAS, pursuant to Section 3 of the Separation Agreement, the Executive is entitled to certain compensation and benefits upon such termination, contingent upon the execution of this Release;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and in the Agreement, the Company and the Executive agree as follows:

1. The Executive, on his own behalf and on behalf of his heirs, estate and beneficiaries, does hereby release the Company, and in such capacities, any of its subsidiaries or affiliates, and each past or present officer, director, agent, employee , shareholder, and insurer of any such entities, from any and all claims made, to be made, or which might have been made of whatever nature, whether known or unknown, from the beginning of time, including those that arose as a consequence of his employment with the Company, or arising out of the severance of such employment relationship, or arising out of any act committed or omitted during or after the existence of such employment relationship, all up through and including the date on which this Release is executed, including, but not limited to, those which were, could have been or could be the subject of an administrative or judicial proceeding filed by the Executive or on his behalf under federal, state or local law, whether by statute, regulation, in contract or tort, and including, but not limited to, every claim for front pay, back pay, wages, bonus, fringe benefit, any form of discrimination (including but not limited to, every claim of race, color, sex, religion, national origin, disability or age discrimination), wrongful termination, emotional distress, pain and suffering, breach of contract, compensatory or punitive damages, interest, attorney's fees, reinstatement or reemployment. If any arbitrator or court rules that such waiver of rights to file, or have filed on his behalf, any administrative or judicial charges or complaints is ineffective, the Executive agrees not to seek or accept any money damages or any other relief upon the filing of any such administrative or judicial charges or complaints.

The Executive relinquishes any right to future employment with the Company and the Company shall have the right to refuse to re-employ the Executive, in each case without liability of the Executive or the Company. It is understood that the Executive does not relinquish his right to act as a consultant to the Company pursuant to Section 2 of the Separation Agreement.

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The Executive acknowledges and agrees that even though claims and facts in addition to those now known or believed by him to exist may subsequently be discovered, it is his intention to fully settle and release all claims he may have against the Company and the persons and entities described above, whether known, unknown or suspected.

2. The Company and the Executive acknowledge and agree that the release contained in Paragraph 1 does not, and shall not be construed to, release or limit the scope of any existing obligation of the Company (i) to indemnify the Executive for his acts as an officer or director of Company in accordance with Section 15 of the Employment Agreement, the bylaws of Company, the Indemnification Agreement (as defined in Section 15 of the Employment Agreement), and other agreements or the law, as to continued coverage and rights under director and officer liability insurance policies; (ii) to provide to the Executive the payments, benefits and rights in accordance with the Separation Agreement; or (iii) to the Executive and his eligible, participating dependents or beneficiaries under any existing welfare, equity, or retirement plan of the Company in which the Executive and/or such dependents are participants.

3. The Executive acknowledges that he has been provided at least 21 days to review the Release and has been advised to review it with an attorney of his choice. The Executive may use as much or as little of this 21-day period as he wishes before signing. In the event the Executive elects to sign this Release prior to this 21 day period, he agrees that it is a knowing and voluntary waiver of his right to wait the full 21 days. To accept this Release, the Executive must return the signed Release to the Company, on or before March 11, 2011. The Executive further understand that he has 7 days after the signing hereof to revoke it by so notifying the Company in writing, such notice to be received by the Chairman within the 7 day period. If the Executive does not sign this Release or signs and revokes this Release, he will not receive any of the payments or benefits described in Sections 3(ii) – (v) of the Separation Agreement, provided that, if this Release is not executed or is executed and revoked, the Separation Agreement shall be null and void ab initio and all other rights of the parties under the Employment Agreement and otherwise shall remain in full force and effect. The Executive further acknowledges that he has carefully read this Release, knows and understands its contents and its binding legal effect. The Executive acknowledges that by signing this Release, he does so of his own free will and act and that it is his intention that he be legally bound by its terms.

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IN WITNESS WHEREOF, the parties have executed this Release on the date first above written.

COMVERSE TECHNOLOGY, INC.	ANDRE DAHAN
By	By
Date	Date
		Andre Dahan

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Exhibit A

Executive’s Outstanding Deferred Stock Awards

The chart below demonstrates the date of grant and the number of shares of Company Common Stock to be issued in settlement of Executive’s outstanding and unvested Deferred Stock Awards. The net number of shares to be delivered will be reduced by a sufficient number of shares to enable the Company to satisfy the minimum withholding requirements with respect to the settlement of such Deferred Stock Awards, which will be calculated at time of delivery.

Grant Date	Unvested Shares
4/30/07		0
4/3/08		106,157
4/22/09		213,333
3/26/10		300,000

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EX-99.1

Exhibit 99.1

Contact:

Paul D. Baker

Comverse Technology, Inc.

paul.baker@cmvt.com

(212) 739-1060

Comverse Technology Announces CEO Transition

NEW YORK, February 28, 2011 — Comverse Technology, Inc. (CMVT.PK) today announced that Charles Burdick, the company’s current non-executive Chairman of the Board, has been appointed Chief Executive Officer, replacing Andre Dahan, who will be resigning as President and Chief Executive Officer and as a director effective March 4, 2011. Mr. Dahan will remain with the company for a period of 90 days as a consultant with such duties as agreed with the Chairman and CEO.

Mr. Burdick will continue as Chairman of the Board and Augustus K. Oliver, an independent member of the Board, has been appointed as lead director.

“The Comverse Board appreciates Andre’s leadership under extenuating circumstances and feels it is important to transition the leadership to meet the challenges and opportunities to come,” said Mr. Burdick. “Andre’s dedication and focus on both the business and the restatement challenges has been unparalleled and we thank him immensely. As CEO, my priorities will be to meet the needs of our customers and enhance shareholder value. I am excited about the next phase of the company’s development and, together with the executive management team, look forward to focusing Comverse on leadership in the exciting world of BSS and value-added services while leveraging the growth in mobile data.”

“With the recent filing of our 2009 financial results and having addressed our near term liquidity needs, it is the right time to step aside and allow for new leadership to take the Company to its next step,” stated Mr. Dahan. “I will be spending the next several months assisting in the transition. We have taken many steps to reduce our cost base and reposition the company and I am confident that we have the right team, market leadership, and product positioning to ensure Comverse’s success going forward.”

About Comverse Technology, Inc.

Comverse Technology, Inc., through its wholly-owned subsidiary Comverse, is the world’s leading provider of software and systems enabling converged billing and active customer management and value-added voice, messaging and mobile Internet services. Comverse’s extensive customer base spans more than 125 countries and covers over 450 communication service providers serving more than two billion subscribers. Comverse Technology also holds majority ownership positions in Verint Systems Inc. (NASDAQ: VRNT) and privately-held Starhome.

Statements included or incorporated by reference in this press release may contain “forward-looking statements.” There can be no assurance that any forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could affect the company include the risks described in the section entitled “Forward-Looking Statements” Item 1A, “Risk Factors” and elsewhere in the company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010 filed with the SEC on January 25, 2011 or in subsequently filed periodic, current or other reports. The company undertakes no commitment to update or revise forward-looking statements except as required by law.

###

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EX-99.2

Exhibit 99.2

February 28, 2011

Dear Colleagues:

Later this week, I will begin my new role as CEO of Comverse Technology, Inc. replacing Andre Dahan, who will be resigning effective March 4^th. Andre will assist with the transition as a consultant working with me on the many opportunities facing the company.

On behalf of the entire Board of Directors, I would like to thank Andre for his leadership since joining the company during what was the most challenging period in our company’s history. Andre’s tireless efforts helped advance Comverse through the restatement process, and more recently, he has been instrumental in leading the planning and launch of our business transformation initiative.

Since joining the Board in 2006 and becoming the Board Chairman in 2008, I have seen the commitment of our employees as we have endured a massive accounting restatement and a deep global recession. Entering 2011 we have seen a modest improvement in the business, are nearing completion of our SEC filings and have strengthened the company’s financial position. In today’s 8-K, we target a filing of our 2010 10-K in April-May and our first quarter financials for 2011 in June.

I look forward to working closely with the Global Executive Team and other members of the Comverse leadership team. I have asked Oded Golan, Senior Vice President of Business Transformation and Operations to continue his work with the operational leaders installing ‘best practices’ as we lead the company to our new destination: Comverse 3.0, a leader in BSS, leveraging the growth in mobile data while sustaining our leadership in Value-Added Services. This strategic focus coupled with product quality and innovation, customer service and importantly financial discipline will be a winning combination.

I am excited by my new role and look forward to meeting all of you as we create a successful new era for Comverse.

Sincerely,

Charles Burdick