Exhibit 10.1

DISTRIBUTION AGREEMENT

BY AND BETWEEN

COMVERSE TECHNOLOGY, INC.,

AND

COMVERSE, INC.

DATED AS OF OCTOBER 31, 2012

TABLE OF CONTENTS

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DISTRIBUTION AGREEMENT

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

WHEREAS, the Board of Directors of CTI has determined that it is in the best interests of CTI and its shareholders to separate the Comverse Business from CTI’s other businesses on the terms and conditions set forth herein;

WHEREAS, the Board of Directors of CTI has authorized the distribution to the holders of the issued and outstanding shares of common stock, par value $0.10 per share, of CTI (the “ CTI Common Stock ”) as of the Distribution Record Date of all the issued and outstanding shares of common stock, no par value, of Comverse (each such share is individually referred to as a “ Comverse Share ” and collectively referred to as the “ Comverse Common Stock ”), respectively, on the basis of one Comverse Share for every ten shares of CTI Common Stock (the “ Distribution ”);

WHEREAS, the Boards of Directors of CTI and Comverse have each determined that the Distribution, the other transactions contemplated by this Agreement and the Ancillary Agreements (as defined below) are in the best interests of their respective companies and shareholders, as applicable, and have approved this Agreement and each of the Ancillary Agreements; and

WHEREAS, the Parties have determined to set forth the principal corporate and other transactions required to effect the Distribution and to set forth other agreements that will govern certain other matters prior to and following the completion of the Distribution.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General . Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, suit, arbitration, inquiry, proceeding, investigation, audit, counter suit, hearing or litigation of any nature whether administrative, civil, criminal, regulatory or otherwise, by or before any Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. As used herein, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement, neither CTI nor Verint or any of its Subsidiaries shall be deemed to be an Affiliate of Comverse or any of its Subsidiaries, and vice versa.

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“ Agent ” shall have the meaning set forth in Section 2.1(a) .

“ Agreement ” shall have the meaning set forth in the preamble to this Agreement.

“ Ancillary Agreements ” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other member of the Comverse Group in connection with the transactions contemplated hereby, including the Transition Services Agreement, the Employee Matters Agreement and the Tax Disaffiliation Agreement.

“ Applicable Rate ” shall mean the rate of interest per annum announced from time to time by the Wall Street Journal as the “prime rate” at large U.S. money center banks.

“ Business Day ” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in the City of New York are authorized or obligated by Law or executive order to close.

“ Commission ” shall mean the United States Securities and Exchange Commission.

“ Comverse ” shall have the meaning set forth in the preamble to this Agreement and shall include any successor of Comverse.

“ Comverse Business ” shall mean the business of Comverse and its Subsidiaries prior to, on and after the Distribution Date and shall also include as of the date any such business is contributed to the Comverse Group, the businesses of each of CTI Capital Corporation, Exalink Ltd. and Comverse Australasia Pty. Ltd. and each of their Subsidiaries and the ownership and operation of any Transferred Assets by Comverse and its Subsidiaries, including, to the extent transferred to any member of the Comverse Group, Comverse Holdings, Inc.

“ Comverse Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ Comverse Group ” means Comverse and each Person that is, or may become, a Subsidiary of Comverse immediately after the Distribution Date.

“ Comverse Indemnitees ” shall mean:

(a) Comverse and each Affiliate thereof after giving effect to the Distribution; and

(b) each of the respective Representatives of any of the entities described in the immediately preceding clause (a) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (a) and (b), the CTI Indemnitees; provided , however , that a Person who was a Representative of Comverse or an Affiliate thereof and who is identified on Schedule B may be a Comverse Indemnitee in that capacity notwithstanding that such Person may also be a CTI Indemnitee.

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“ Comverse Liabilities ” shall mean:

(a) any and all Liabilities (other than those Taxes that are specifically covered by the Tax Disaffiliation Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be assumed by Comverse or any member of the Comverse Group, and all Liabilities of any member of the Comverse Group under this Agreement or any of the Ancillary Agreements, in each case, including the schedules hereto and thereto;

(b) all Liabilities (other than those Taxes that are specifically covered by the Tax Disaffiliation Agreement), if and to the extent relating to, arising out of or resulting from:

(i) the ownership or operation of the Comverse Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date;

(ii) the ownership or operation of any business conducted by Comverse or any Comverse Subsidiary at any time prior to, on or after the Distribution Date;

(iii) any claims or Actions by any stockholder, equity holder or creditor of CTI in respect of or related to any of this Agreement, the Ancillary Agreements, the Distribution, the Merger Agreement, the Other Transaction Agreements (as such term is defined in the Merger Agreement), the Merger, the Registration Statement, the Proxy Statement or any of the transactions contemplated hereby or thereby;

(iv) any claims or Actions by employees or former employees of the Comverse Group, including but not limited to those, in respect of any stock options, restricted stock or other awards with respect to equity interests in CTI, and any claims or Actions by employees or former employees of CTI or its other subsidiaries solely in respect of any stock options in CTI that were unable to be exercised or expired as a result of CTI’s previous extended SEC filing delay including the Actions listed on Schedules A-1 and A-2 , excluding in the event of the Merger, any portion of such Liabilities allocable by a decision of a court of competent jurisdiction or settlement agreement to Verint in respect of options or other equity interests in Verint;

(v) any breach or failure to be true and correct of any of the representations and warranties set forth in Article II of the Merger Agreement, as of the date of the Merger Agreement or as of the Merger Closing Date (except to the extent expressly made as of an earlier date, in which case the failure of such representation or warranty to be so true and correct will be measured as of such earlier date);

(vi) any failure of CTI to perform any of the covenants and agreements of CTI set forth in the Merger Agreement;

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(vii) any obligations or Liabilities of CTI arising out of or resulting from (A) the Share Purchase Agreement dated as of August 1, 2012, by and among Fortissimo Capital Fund II (Israel), et al., as purchasers, Starhome B.V., and the other selling shareholders parties thereto and (B) the related side letter dated as of August 1, 2012, by and among Comverse, Berkeley II LLP, Gemini Israel III L.P., Gemini Partner Investors L.P. and Gemini Partner Investors L.P. and Gemini Israel III Parallel Fund L.P.; or

(viii) any failure of Comverse or any member of the Comverse Group to perform any covenant or agreement of Comverse or the Comverse Group set forth in this Agreement or any of the Ancillary Agreements;

(c) any Retained Liabilities (as defined in the Merger Agreement) that are not reflected on or reserved against on the Closing Date Positive Net Worth Statement (as such term is defined in the Merger Agreement); or

(d) any Liabilities (as defined in the Merger Agreement) that are Known (as defined in the Merger Agreement) by CTI prior to the Effective Time but are not required to be reflected or reserved against on a balance sheet of CTI prepared in accordance with GAAP or on the Closing Date Positive Net Worth Statement.

“ Comverse Marks ” shall include all names, logos or trademarks of Comverse or its Affiliates and all intellectual property rights therein and all trademarks and logos comprised of or derivative of any of the foregoing.

“ Comverse Share ” shall have the meaning set forth in the recitals to this Agreement.

“ Comverse Subsidiaries ” shall mean all of the Subsidiaries of Comverse.

“ CTI ” shall have the meaning set forth in the preamble to this Agreement and shall include any successor of CTI, including for U.S. federal tax purposes.

“ CTI Business ” shall mean the business of acting as a holding company as conducted by CTI and, after the after giving effect to the Distribution, CTI shall operate as a public holding company that serves as a holding company for its equity interests in Verint and for the purpose of consummating the Transactions (as defined in the Merger Agreement) and CTI’s operations will be limited to compliance with any and all of its legal and contractual obligations, including (i) obligations under the federal securities laws, the requirements of NASDAQ, this Agreement, the Merger Agreement, the Ancillary Agreements and the Other Transactions Agreements (as defined in the Merger Agreement), and (ii) retaining the service of employees, advisers or independent contractors, entering into Contracts for services or otherwise, and taking such further action, in each case, as it determines to be necessary or appropriate in furtherance of the foregoing; provided, however, that for the avoidance of doubt, CTI Business shall not include any business or operations conducted at any time by any Subsidiary or former Subsidiary of CTI or the Comverse Business.

“ CTI Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ CTI Indemnitee ” shall mean:

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(a) CTI and each Affiliate thereof after giving effect to the Distribution; and

(b) each of the respective Representatives of any of the entities described in the immediately preceding clause (a) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (a) and (b), the Comverse Indemnitees; provided , however , that a Person who was a Representative of CTI or an Affiliate thereof and who is identified on Schedule B may be a CTI Indemnitee in that capacity notwithstanding that such Person may also be a Comverse Indemnitee.

“ CTI Liabilities ” shall mean:

(a) any and all Liabilities of CTI (other than those Taxes that are specifically covered by the Tax Disaffiliation Agreement) that are not expressly assumed by Comverse under this Agreement or any of the Ancillary Agreements; and

(b) all Liabilities (other than those Taxes that are specifically covered by the Tax Disaffiliation Agreement and Liabilities that are Comverse Liabilities), if and to the extent relating to, arising out of or resulting from (i) the ownership or operation of the CTI Business as conducted at any time prior to, on or after the Distribution Date or (ii) the ownership or operation of any business conducted by CTI at any time after the Distribution Date.

“ CTI Marks ” shall mean Comverse Technology, Inc., Comverse Technology and the logo attached as Schedule C .

“ Distribution ” shall have the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” shall mean such date as may be determined by the Board of Directors of CTI or a committee of such Board of Directors, as the date as of which the Distribution shall be effected.

“ Distribution Record Date ” shall mean such date as may be determined by the Board of Directors of CTI or a committee of such Board of Directors, as the record date for the Distribution.

“ Effective Time ” shall mean 11:59 p.m., New York City time, on the Distribution Date.

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement by and between CTI and Comverse, which agreement shall be entered into prior to or on the Distribution Date.

“ Enforceability Exception ” shall have the meaning set forth in Section 2.13(a) .

“ Environmental Laws ” shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions (including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et . seq .), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants,

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or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.

“ Escrow Agreement ” shall mean the Escrow Agreement, by and among Comverse, Verint and J.P. Morgan, in its capacity as escrow agent (or such other escrow agent reasonably satisfactory to each of Comverse, Verint and such escrow agent) (the “ Escrow Agreement ”), to be entered into as a condition to the consummation of the Transactions (as defined in the Merger Agreement), in a form and substance reasonably satisfactory to the parties thereto.

“ Escrow Amount ” shall mean twenty five million dollars ($25,000,000).

“ Escrow Fund ” shall mean the Escrow Amount deposited with the Escrow Agent and released in accordance with the terms of this Agreement and the Escrow Agreement.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated hereunder.

“ Exercising Stockholder ” shall have the meaning set forth in Section 3.6(a).

“ Financial Requirements ” shall have the meaning set forth in Section 4.1(c) .

“ FINRA ” shall mean the Financial Investing Regulatory Authority or any successor entity.

“ Governmental Authority ” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority or self-regulatory organization.

“ Indemnifiable Losses ” shall mean any and all Liabilities, costs or expenses (including out-of-pocket attorneys’ fees and any and all out-of-pocket expenses) incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine, amount or penalty rendered in or resulting from any Action.

“ Indemnifying Party ” shall have the meaning set forth in Section 3.3(a) .

“ Indemnitee ” shall have the meaning set forth in Section 3.3(a) .

“ Law ” shall mean any statute, law, ordinance, regulation, rule, code or other requirement of, or Order issued by, a Governmental Authority.

“ Liabilities ” shall mean any and all manner of debts, liabilities, obligations, responsibilities, losses, damages (whether compensatory, punitive or treble), claims, demands,

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judgments, settlements, fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law (including any Environmental Law), Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursement and expense of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.

“ Merger ” shall have the meaning ascribed to such term in the Merger Agreement.

“ Merger Agreement ” shall mean the Agreement and Plan of Merger by and among CTI, Victory and Victory Acquisition I LLC, dated as of August 12, 2012.

“ Merger Closing Date ” shall mean the Closing Date (as such term is defined in the Merger Agreement).

“ NASDAQ ” shall mean The NASDAQ Stock Market LLC.

“ Order ” means any orders, judgments, injunctions, awards, decrees, writs or other legally enforceable requirement handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority.

“ Parties ” shall have the meaning set forth in the preamble to this Agreement.

“ Person ” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“ Proxy Statement ” shall mean the Proxy Statement filed by CTI with the Commission and mailed to the holders of shares of CTI Common Stock in connection with the Distribution, including any amendments or supplements thereto.

“ Records ” shall have the meaning set forth in Section 4.1(a) .

“ Registration Statement ” shall mean the registration statement on Form 10 filed with the Commission to effect the registration of the Comverse Shares pursuant to the Exchange Act.

“ Releasee ” shall have the meaning set forth in Section 2.13 .

“ Releasor ” shall have the meaning set forth in Section 2.13 .

“ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

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“ Subsidiary ” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity or voting interests.

“ Tax ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

“ Tax Disaffiliation Agreement ” shall mean the Tax Disaffiliation Agreement by and between CTI and Comverse, which agreement shall be entered into prior to or on the Distribution Date.

“ Third Party ” shall mean any Person who is not a Party to this Agreement.

“ Third-Party Claim ” shall have the meaning set forth in Section 3.3(a) .

“ Transferred Assets ” shall mean substantially all of the assets of CTI prior to the Distribution Date that will be transferred or assigned (whether directly or indirectly) from CTI to Comverse, other than the Verint shares owned by CTI, Retained Assets reflected on the Closing Date Positive Net Worth Statement (as defined in the Merger Agreement), Comverse Holdings, Inc., insurance policies, prepaid expenses, any and all CTI corporate, financial, tax and accounting records, including all supporting documentation and tax returns of CTI, whether held by any member of the Comverse Group or CTI and any other assets exclusively relating to the CTI Business that would reasonably be expected to be retained by a holding company.

“ Transition Services Agreement ” shall mean the Transition Services Agreement by and between CTI and Comverse, which agreement shall be entered into prior to or on the Distribution Date.

“ Verint ” shall mean Verint Systems Inc.

Section 1.2 Reference; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “ include ,” “ includes ” and “ including ” when used in this Agreement shall be deemed to be followed by the phrase “ without limitation .” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “ hereof ”, “ hereby ” and “ herein ” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. Neither this Agreement nor any Ancillary Agreement shall be construed against either Party as the principal draftsperson hereof or thereof.

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ARTICLE II

DISTRIBUTION AND

CERTAIN COVENANTS

Section 2.1 Distribution .

(a) On or prior to the Distribution Date, CTI shall deliver to CTI’s stock transfer agent (the “ Agent ”) a single stock certificate representing all of the issued and outstanding Comverse Shares, in each case, endorsed by CTI in blank, for the benefit of the holders of CTI Common Stock, and CTI shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, such number of the Comverse Shares to holders of record of shares of CTI Common Stock on the Distribution Record Date, all as further contemplated by the Proxy Statement and hereby. Comverse shall provide any share certificates that the Agent shall require in order to effect the Distribution. The Distribution shall be effective at the Effective Time.

(b) The Comverse Common Stock issued in the Distribution is intended to be distributed only pursuant to a book entry system. CTI shall instruct the Agent to deliver the Comverse Common Stock previously delivered to the Agent to a depositary and to mail to each holder of record of CTI Common Stock on the Distribution Record Date, a statement of the Comverse Common Stock credited to such holder’s account. If following the Distribution a holder of Comverse Common Stock requests physical certificates instead of participating in the book entry system, the Agent shall issue certificates for such shares. In lieu of fractional shares, cash shall be given to holders otherwise entitled to such fractional shares of Comverse Common Stock on the Distribution Date. As soon as practicable following the Distribution Date, and in no case later than 30 Business Days after the Distribution Date, the Agent shall aggregate all fractional Comverse Shares into whole Comverse Shares and sell the whole Comverse Shares in the open market at then prevailing prices and shall distribute to each such holder such holder’s ratable share of the proceeds of such sale, net of brokerage fees incurred in such sales.

Section 2.2 CTI Determinations . CTI shall have the sole and absolute discretion to determine whether to proceed with all or part of the Distribution and all terms thereof, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. Comverse shall cooperate with CTI in all respects to accomplish the Distribution and shall, at CTI’s direction, promptly take any and all actions necessary or desirable to effect the Distribution. CTI shall select any investment banker(s), underwriters and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and outside counsel for CTI. Comverse acknowledges that it has been afforded the opportunity to seek the advice and assistance of its own separate counsel in connection with the Distribution and the negotiation and preparation of this Agreement and the Ancillary Agreements.

Section 2.3 Charter; Bylaws . On or prior to the Distribution Date, Comverse and CTI shall take all necessary actions to provide for the adoption of the form of Certificate of Incorporation and Bylaws in substantially the form filed by Comverse with the Commission as exhibits to the Registration Statement.

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Section 2.4 Directors . On or prior to the Distribution Date, CTI and Comverse shall take all necessary action to cause the Board of Directors of Comverse to consist of the individuals identified in the Proxy Statement as directors of Comverse as of immediately following the Effective Time.

Section 2.5 Election of Officers . On or prior to the Distribution Date, Comverse shall take all actions necessary and desirable so that as of the Distribution Date the officers of Comverse will be as set forth in the Proxy Statement.

Section 2.6 Certain Licenses and Permits . On or prior to the Distribution Date or as soon as reasonably practicable thereafter, CTI shall use its commercially reasonable efforts to transfer or cause to be transferred any transferable licenses, permits and authorizations issued by any Governmental Authority which relate to the Comverse Business but which are held in the name of CTI, or in the name of any employee, officer, director, shareholder or agent of any such member, or otherwise, on behalf of a member of the Comverse Group to the appropriate member of the Comverse Group.

Section 2.7 State Securities Laws . Prior to the Distribution Date, CTI and Comverse shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States of America in order to effect the Distribution.

Section 2.8 Listing Application; Notice to FINRA .

(a) Prior to the Distribution Date, CTI and Comverse shall prepare and file with NASDAQ a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause NASDAQ to list on or prior to the Distribution Date, subject to official notice of issuance, the Comverse Shares.

(b) Prior to the Distribution, CTI shall, to the extent possible, give FINRA not less than 10 days’ advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act.

Section 2.9 Misallocated Transfers . In the event that, at any time from and after the Distribution Date, either Party (or any member of the Comverse Group) discovers that it or any of its Affiliates is the owner of, receives or otherwise comes to possess any asset (including the receipt of payments made pursuant to contracts and proceeds from accounts receivable with respect to the period on or prior to the Distribution Date) or is liable for any Liability that is attributable to any person that is an Affiliate of the other Party pursuant to this Agreement or any Ancillary Agreement, such Party will promptly convey, or cause to be conveyed such asset or Liability to the Person so entitled thereto or responsible therefor (and the relevant Party will cause such entitled Person to accept such asset or assume such Liability). In addition, in the event that after the Effective Time (as defined in the Merger Agreement), Verint or its Affiliates receive any refund or use any credit in respect of an expense prepaid by Comverse, Verint or such Subsidiary prior to the Effective Time, Verint shall promptly pay such amount thereof to Comverse, provided that Verint will have the opportunity to offset any such amount against any other amounts due and owing to any member of the Comverse Group.

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Section 2.10 Corporate Names; Trademarks . The parties acknowledge that, prior to the Distribution Date, CTI will have transferred to Comverse the Comverse Marks but will be granted the perpetual right to use the CTI Marks prior to, on and after the Distribution Date.

Section 2.11 Ancillary Agreements . On or prior to the Distribution Date, each of CTI and Comverse shall (and, as applicable in the case of Comverse, cause members of the Comverse Group to) enter into, the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby, including with respect to the transfer and assignment of the Transferred Assets from CTI to Comverse.

Section 2.12 Acknowledgment by Comverse . Comverse, on behalf of itself and all members of the Comverse Group, acknowledges, understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, (a) none of CTI or any other Person has, in this Agreement or in any other agreement or document, or otherwise made any representation or warranty of any kind whatsoever, express or implied, to Comverse or any member of the Comverse Group or to any director, officer, employee or agent thereof in any way with respect to any of the transactions contemplated hereby or the business, assets, condition or prospects (financial or otherwise) of, or any other matter involving, the assets, Liabilities or businesses of CTI, Comverse or any member of the Comverse Group, any Transferred Assets, any Comverse Liabilities or the Comverse Business, (b) Comverse and each member of the Comverse Group has taken the Transferred Assets, the Comverse Business and Comverse Liabilities on an “as is, where is” basis, and all implied warranties of merchantability, fitness for a specific purpose or otherwise have been and are hereby expressly disclaimed and (c) none of CTI or any other person has made or makes any representation or warranty with respect to the Distribution or the entering into of this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby. Except as expressly set forth herein or in any other Ancillary Agreement, Comverse and each member of the Comverse Group shall bear the economic and legal risk that the Transferred Assets shall prove to be insufficient or that the title of any member of the Comverse Group to any Transferred Assets shall be other than good and marketable and free from encumbrances. The provisions of any related assignment agreement or other related documents are expressly subject to this Section 2.12 and to Section 2.13 .

Section 2.13 Representations .

(a) CTI has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of CTI, and no other corporate proceedings on the part of CTI are necessary to authorize the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by CTI and is a valid and binding obligation of CTI, enforceable against CTI in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (such exception, the “ Enforceability Exception ”).

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(b) Comverse has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Comverse, and no other corporate proceedings on the part of Comverse are necessary to authorize the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by Comverse and is a valid and binding obligation of Comverse, enforceable against Comverse in accordance with its terms, subject to the Enforceability Exception.

Section 2.14 Release . Comverse agrees that for itself and for its current, former and future predecessors, Subsidiaries (including for this purpose any Subsidiary of Comverse that is also a Subsidiary of CTI), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of Comverse that is also a Subsidiary of CTI), heirs, assigns, executors, administrators, Representatives, partners, members and shareholders, (individually, each a “ Releasor ” and collectively, the “ Releasors ”), in consideration for the transfer of the Transferred Assets, that, effective as of the Effective Time, it shall, through no further act of such Releasor, release, waive and completely and forever discharge CTI and its current, former and future predecessors, Subsidiaries, departments, divisions, sections, successors (including, in the event of the Merger, Victory Acquisition I LLC), Affiliates, heirs, assigns, executors, administrators, Representatives, partners and shareholders (individually, each a “ Releasee ” and collectively, the “ Releasees ”) from, and shall, in addition to other obligations under Article III , indemnify and hold harmless all such Releasees against and from, all Liabilities of every name and nature, in law or equity, known or unknown, which against any Releasee, a Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, act, omission, conduct, transaction or occurrence from the beginning of the world up to and including the Distribution Date for, upon, by reason of, asserted in or arising out of, or related to:

(a) The management of the business and affairs of Comverse (and its predecessors, Subsidiaries and Affiliates) and the Comverse Business on or prior to the Distribution Date;

(b) The terms of this Agreement, the Ancillary Agreements, the Distribution, the Certificate of Incorporation or the Bylaws of Comverse; and

(c) Any other decision that may have been made, or any action taken, relating to Comverse (and its predecessors, subsidiaries and Affiliates) or the Distribution.

The term “ Releasee ” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of Comverse on or prior to the Distribution Date at the request of CTI. Each Releasor expressly covenants and agrees never to institute, or participate (including as a member of a class) in, any Action against any Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the avoidance of doubt, the purpose of this Section 2.14 is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Releasee shall have to any Releasor shall be its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and there shall be no Liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any Liabilities owed by a Releasee to a Releasor in the Releasor’s capacity as a director, officer, employee or other Representative or shareholder of Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements.

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Releasors understand and acknowledge that there may be Liabilities that Releasors do not know or suspect exist in their favor at this time as against any Releasee, including without limitation those which, if known, might have affected the decision to enter into this Agreement. With respect to any and all of the matters released through this Release, the Releasors expressly waive, relinquish and release any and all provisions, rights and benefits conferred by or under Cal. Civ. Code § 1542 or any law of the United States or any state of the United States or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims and/or is similar, comparable or equivalent to Cal. Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Releasors acknowledge that they may discover facts in addition to or different from those now known or believed to be true with respect to the matters released through this Release, but that it is the intention of Releasors to completely, fully, finally and forever extinguish any and all Liabilities known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts.

Section 2.15 Discharge of Liabilities . Except as otherwise expressly provided herein or in any of the Ancillary Agreements, all intercompany trade, accounts receivable and accounts payable between any CTI and any member of the Comverse Group in existence immediately prior to the Effective Time shall be repaid, redeemed, settled, released or cancelled as of the Effective Time.

Section 2.16 Further Assurances . If at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreements, the proper officers of each Party shall take all such necessary action and do and perform all such acts and things, and execute and deliver all such agreements, assurances to the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder. Without limiting the foregoing, each Party shall use its commercially reasonable efforts promptly to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including all applicable filings with, and approvals from, any Governmental Authority.

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ARTICLE III

INDEMNIFICATION

Section 3.1 Indemnification by CTI . From and after the Distribution Date, CTI shall indemnify, defend and hold harmless the Comverse Indemnitees from and against any and all Indemnifiable Losses of the Comverse Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the CTI Liabilities, including any breach by CTI of any provision of this Section 3.1 and (b) any breach by CTI of this Agreement. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.

Section 3.2 Indemnification by Comverse . From and after the Distribution Date, Comverse shall indemnify, defend and hold harmless the CTI Indemnitees from and against any and all Indemnifiable Losses of the CTI Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the Comverse Liabilities, including any breach by any member of the Comverse Group of any provision of this Section 3.2 and (b) any breach by any member of the Comverse Group of this Agreement. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such agreement expressly provides that this Agreement applies to any matter in such agreement. Notwithstanding anything in this Agreement to the contrary, the aggregate amount payable by Comverse to the CTI Indemnitees for Indemnifiable Losses arising out of, by reason of or otherwise in connection with clauses (b)(v) , (b)(vi) or (d)  under the definition of “Comverse Liabilities” in Section 1.1 will not exceed $25,000,000; provided , further , with respect to clause (b)(v) of the definition of “Comverse Liabilities” in Section 1.1 , in the case of any representation or warranty set forth in Article II of the Merger Agreement that is limited by materiality, Chucktaylor MAE, Chuck MAE or any similar term or limitation the amount of Indemnifiable Losses will be determined as if such materiality, Chucktaylor MAE, Chuck MAE or any similar term or limitation were not included therein.

Section 3.3 Procedures for Indemnification .

(a) (i) If a claim or demand is made by a Third Party against a Comverse Indemnitee or a CTI Indemnitee (each, an “ Indemnitee ”) (a “ Third-Party Claim ”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “ Indemnifying Party ”) in writing, and in reasonable detail, of the Third-Party Claim promptly; provided , however , that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure.

(ii) Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6 . For the avoidance of doubt, knowledge of a Third-Party Claim by a Person who is an officer or director of both CTI and Comverse shall not constitute notice for purposes of this Section 3.3 .

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(iii) If a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided , however , that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided , however , that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, (A) a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate or (B) the Third-Party Claim involves substantially different defenses for the Indemnifying Party and the Indemnified Party, and in such event the fees and expenses of such single separate counsel shall be paid by such Indemnifying Party; provided , however , that in all events the out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Indemnitee in connection with discovery or any appearance in any proceeding will remain the Indemnifying Party’s sole responsibility. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the first proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof; provided , however , that the Indemnifying Party’s right to defend, negotiate, settle or otherwise deal with any Third-Party Claim hereunder will be deemed to have been waived by the Indemnifying Party if the Indemnifying Party breaches any of its indemnification and related obligations under this Agreement and such Indemnitee is actually and materially prejudiced as a result of such breach.

(iv) If the Indemnifying Party shall have assumed the defense of a Third-Party Claim, in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided , however , that the Indemnitee shall have the right to settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party if the Indemnitee unconditionally releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third-Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party and does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnifying Party. The Indemnitee will agree to any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the Liability in connection with such Third-Party Claim, unconditionally releases each Indemnitee completely in connection with such Third-Party Claim, that would not otherwise adversely affect any Indemnitee and does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third-Party Claim, or fails to notify an Indemnitee of its

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election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim; provided that the Indemnitee shall not compromise or settle such Third-Party Claim without the consent of the Indemnifying Party, which consent is not to be unreasonably withheld.

(v) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) (a) if the Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages; provided , however , if such equitable relief or other relief portion of the Third-Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages, or (b) involving alleged criminal liability of CTI or any directors, officers or employees thereof.

(b) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim directly relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Section 3.4 Indemnification Payments .

(a) On the Merger Closing Date, CTI shall deliver or cause to be delivered cash in an amount equal to the Escrow Amount to the Escrow Agent, which shall be pursuant to the provisions of the Escrow Agreement. The Escrow Amount shall be deposited into the Escrow Fund and provide Verint, subject to the terms and conditions as set forth in the Escrow Agreement, with recourse against, and a security interest in, the amounts held in escrow by the Escrow Agent with respect to the Indemnifying Parties’ indemnification obligations under Section 3.2 for Indemnifiable Losses of the CTI Indemnitees. The Escrow Amount (or any portion thereof) shall be distributed to the Indemnifying Party and/or the Indemnitee at the times, and upon the terms and conditions, set forth in the Escrow Agreement. From and after the Merger Closing Date, the indemnification obligations under Section 3.2 for Indemnifiable Losses of the CTI Indemnitees, other than Indemnifiable Losses for any Action listed on Schedule A-1 , shall first be satisfied from the Escrow Amount. Indemnifiable Losses for any Action listed on Schedule A-1 , and all other Indemnifiable Losses after the Escrow Amount is exhausted shall be satisfied through direct recourse against the Indemnifying Parties, subject to the limitations set forth in Section 3.2 .

(b) Except as otherwise provided for in the Escrow Agreement, Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred by wire transfer of immediately available funds. To the extent not covered by the Escrow Agreement, if the Indemnifying Party fails to make an indemnification payment required

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by this Article III within 20 Business Days after receipt of a bill therefore or notice that an Indemnifiable Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Indemnified Loss to but not including the date of payment, at the Applicable Rate.

(c) The amount of any claim by an Indemnitee under this Agreement shall be reduced to reflect any insurance proceeds actually received (net of costs or any mandatory premium increases) by any Indemnitee that result from the Indemnifiable Losses that gave rise to such indemnity. Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any Indemnifiable Losses from any Third Party before seeking indemnification under this Agreement and in no event will an Indemnifying Party’s obligation to indemnify and hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the status of the recovery of any offsetting amounts from any such Third Party.

(d) For all applicable income Tax purposes, the Parties hereto shall treat any payment made by one Party to the other Party pursuant to this Article III as a capital contribution by CTI to Comverse or a distribution by Comverse to CTI, as the case may be, immediately prior to the Distribution, except as otherwise mandated by applicable Law.

Section 3.5 Indemnification Rights . The sole and exclusive remedy of a Party with respect to any and all claims relating to this Agreement or the transactions contemplated by this Agreement (other than claims of, or causes of action arising from, knowing and intentional fraud and except for seeking specific performance or other equitable relief to require a Party to perform its obligations under this Agreement to the extent permitted hereunder and thereunder and except as otherwise provided herein or in any Ancillary Agreement) will be pursuant to the indemnification provisions set forth in this Article III , the Escrow Agreement or any other Ancillary Agreement. The rights and obligations of each Party and any Indemnitee hereunder shall survive the distribution, sale or transfer by any Party of any assets or the delegation or assignment by it of any Liabilities and shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Indemnitee, the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder and any termination of this Agreement.

Section 3.6 Appraisal Rights.

(a) Comverse shall indemnify, defend and hold harmless the CTI Indemnitees from and against any and all Indemnifiable Losses of the CTI Indemnitees to the extent arising out of, by reason of or otherwise in connection with the exercise of appraisal rights by any stockholder of CTI (each such stockholder, an “ Exercising Stockholder ”) with respect to the Distribution.

(b) CTI shall contribute to Comverse all shares of Comverse Common Stock that would have been distributed to each Exercising Stockholder but for such Exercising Stockholder’s exercise of its appraisal rights.

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ARTICLE IV

ACCESS TO INFORMATION

Section 4.1 Provision of Corporate Records .

(a) At all times from and after the Distribution Date, upon the prior written request by Comverse for agreements, documents, books, records or files including accounting, tax and financial records (collectively, “ Records ”) which relate to Comverse or its current or former Subsidiaries or the conduct of the Comverse Business up to the Effective Time, or which Comverse determines are necessary or advisable (i) in order for Comverse to prepare its financial statements, (ii) for use in any Action or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements, or (iii) to comply with reporting, disclosure, filing or other requirements imposed on Comverse or its Affiliates (including under applicable securities and tax laws) by a Governmental Authority, CTI shall arrange, as soon as reasonably practicable following the receipt of such request, to promptly provide, at the sole cost and expense of CTI, appropriate copies of such Records (or the originals thereof if Comverse has a reasonable need for such originals) in the possession or control of CTI, but only to the extent such items are not already in the possession or control of Comverse.

(b) At all times from and after the Distribution Date, upon the prior written request by CTI for Records which relate to CTI or its current or former Subsidiaries or Affiliates (including for this purpose Comverse and its Subsidiaries) or the conduct of the CTI Business up to the Effective Time, or which CTI determines are necessary or advisable (i) in order for CTI to prepare its financial statements, (ii) for use in any Action or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements, or (iii) to comply with reporting, disclosure, filing or other requirements imposed on CTI or its Affiliates (including under applicable securities and tax laws) by a Governmental Authority, Comverse shall arrange, as soon as reasonably practicable following the receipt of such request, to promptly provide, at the sole cost and expense of Comverse, appropriate copies of such Records (or the originals thereof if CTI has a reasonable need for such originals) in the possession or control of Comverse or any of the Comverse Subsidiaries, but only to the extent such items are not already in the possession or control of CTI.

(c) Without limiting the generality of the foregoing, Comverse shall use reasonable best efforts to cooperate with CTI’s information requests to enable any (i) of CTI or its Affiliates to meet its timetable for dissemination of its earnings releases, financial statements, periodic reports and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, and (ii) accountants of CTI or its Affiliates to timely complete their review of quarterly financial statements of CTI or its Affiliates and audit of the annual financial statements of CTI or its Affiliates, including, to the extent applicable, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, in each of clause ( i ) and ( ii ), with respect to the end of any fiscal quarter or year or portion thereof (collectively, the “ Financial Requirements ”).

Section 4.2 Access to Information .

(a) At all times from and after the Distribution Date, each of CTI and Comverse shall afford to the other and its authorized Representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to

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the Representatives, properties, and Records of, in the possession of or in the control of the non-requesting Party and its Subsidiaries insofar as such access is reasonably required by the requesting Party and relates to such requesting Party or the conduct of its business prior to the Effective Time or, if the event of the Merger, the Merger Closing Date, or the ability of the requesting Party to satisfy its legal obligations or Financial Requirements after the Effective Time.

(b) Without limiting the generality of the foregoing, at all times from and after the Distribution Date, Comverse shall use commercially reasonable efforts to make available to CTI, upon reasonable written request, its and its Subsidiaries’ former and then current Representatives, to the extent that such Persons may reasonably be required in connection with the Financial Requirements.

Section 4.3 Witnesses; Documents and Cooperation in Actions .

(a) At all times from and after the Distribution Date, each of CTI and Comverse shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ former and then current Representatives as witnesses and any Records within its control or which it otherwise has the ability to make available, to the extent that such Persons or Records may reasonably be required in connection with the prosecution, evaluation, pursuit, settlement, compromise or defense of any Action, including any Third-Party Claim, in which the requesting Party may from time to time be involved. This provision shall not apply to any Action brought by one Party against another Party (as to which production of documents and witnesses shall be governed by applicable discovery rules).

(b) Without limiting any provision of this Section 4.3 , the Parties shall cooperate and consult, and Comverse shall cause each member of the Comverse Group to cooperate and consult, to the extent reasonably necessary, with respect to any Actions, including any Third-Party Claim.

(c) In connection with any matter contemplated by this Section 4.3 , the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of CTI and any member of the Comverse Group.

(d) The obligation of the Parties to provide witnesses pursuant to this Section 4.3 is intended to be interpreted in a manner so as to facilitate cooperation and will include the obligation to provide as witnesses inventors and other Representatives without regard to whether the witness or the employer of the witness could assert a possible business conflict.

Section 4.4 Confidentiality .

(a) CTI on the one hand, and Comverse and the Comverse Subsidiaries on the other hand, shall not use or permit the use of and shall keep, and shall cause their respective Representatives to keep, confidential all information concerning the other Party in their possession, their custody or under their control to the extent such information, (i) relates to or was acquired during the period up to the Effective Time, (ii) relates to any Ancillary Agreement, (iii) is obtained in the course of performing services for the other Party pursuant to any Ancillary

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Agreement, or (iv) is based upon or is derived from information described in the preceding clauses (i), (ii), or (iii), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other Person, except such Party’s auditors, attorneys, consultants and advisors, subject to Section 4.4(b) . Each Party shall be deemed to have satisfied its obligation to hold confidential any information concerning or owned by the other Party or, in the case of Comverse, the Comverse Group, if it exercises the same care as it takes to preserve confidentiality for its own similar information. The covenants in this Section 4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided , however , that the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable Law on the fourth anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use of such information under any Ancillary Agreement or other agreement, instrument or legal obligation). This Section 4.4 shall not apply to information (a) that has been in the public domain through no fault of such Party, (b) that has been later lawfully acquired from other sources by such Party, provided that such source is not and was not bound by a confidentiality agreement, (c) the use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (d) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be expected to be detrimental to the interests of the other Party, (e) that the other Party has agreed in writing may be so used or disclosed, or (f) the Party can demonstrate by contemporaneous written records was already in the possession of the such Party on a non-confidential basis at the time of disclosure.

(b) If any Party or, in the case of Comverse, any member of the Comverse Group, either determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, information of the other Party (or in the case of Comverse, any member of the Comverse Group) that is subject to the confidentiality provisions of Section 4.4(a) , such Party shall notify the other Party prior to disclosing or providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided , however , that the Person shall only disclose such portion of the information as is required to be disclosed or provided.

Section 4.5 Privileged Matters . Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of CTI, and the members of the Comverse Group, and that CTI, and each of the members of the Comverse Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:

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(a) CTI shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the CTI Business (including with respect to Liabilities as to which Comverse is required to provide indemnification under Article III ), whether or not the privileged information is in the possession of or under the control of CTI or Comverse. CTI shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting CTI Liabilities, now pending or which may be asserted in the future, whether or not the privileged information is in the possession of or under the control of CTI or Comverse.

(b) Comverse shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Comverse Business (including with respect to Liabilities as to which CTI is required to provide indemnification under Article III ), whether or not the privileged information is in the possession of or under the control of CTI or Comverse. Comverse shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting Comverse Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Comverse, whether or not the privileged information is in the possession of Comverse or under the control of CTI or Comverse.

(c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5 , with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b) .

(d) Subject to Sections 4.5(a) and (b) , no Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privileged, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed, except as provided in subsection  (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 20 days after notice upon the other Party requesting such consent.

(e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party, provided , however , that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims.

(f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests.

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(g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information.

(h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of CTI and Comverse, as set forth in Sections 4.2 , 4.4 and  4.5 , to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1 , 4.2 , and  4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and  4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 4.6 Ownership of Information . Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article III or this Article IV shall be deemed to remain the property of the providing Person. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

Section 4.7 Cost of Providing Records and Information . A Party requesting Records, information or access to Representatives, witnesses or properties, under Articles III or IV , agrees to reimburse the other Party and its Subsidiaries for the reasonable out-of-pocket costs, if any, incurred in seeking to satisfy the request of the requesting Party.

Section 4.8 Retention of Records . Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing by any Party (whether pursuant to an agreement to which CTI or CNS is a party or otherwise), CTI and the Comverse Group shall retain all Records relating to the CTI Business and the Comverse Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date. Following the expiration of the retention period specified in the immediately preceding sentence, CTI or Comverse may offer in writing to deliver such Records to the other and, if such offer is not accepted within 90 days, the offered Records may be destroyed or otherwise disposed of at any time following the expiration of such 90-day period. If a recipient of such offer shall request in writing prior to the scheduled date for such destruction or disposal that any of Records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for delivery of such of the Records as was requested (at the cost of the requesting Party).

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Section 4.9 Other Agreements Providing for Exchange of Information . The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on cooperation, access to information, privilege and the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement or in any other agreement to which CTI and a member of the Comverse Group is a party.

Section 4.10 Policies and Best Practices . Without representation or warranty, Comverse and CTI shall continue to be permitted to share, on a confidential basis, “best practices” information and materials (such as policies, workflow templates and standard form contracts).

Section 4.11 Compliance with Laws and Agreements . Nothing in this Article IV shall be deemed to require any Person to provide any information if doing so would, in the opinion of counsel to such Person, be inconsistent with any legal or constitutional obligation applicable to such Person.

ARTICLE V

MISCELLANEOUS

Section 5.1 Complete Agreement; Construction . This Agreement, including the Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

Section 5.2 Ancillary Agreements . Except as may be expressly stated herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

Section 5.3 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

Section 5.4 Survival of Agreements . Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

Section 5.5 Distribution Expenses . Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Proxy Statement, the Registration Statement, the Distribution and the consummation of the transactions contemplated thereby, shall be charged to and paid by CTI. Such expenses shall be deemed to be CTI Liabilities. Except as otherwise set forth in this Agreement, the Escrow Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.

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Section 5.6 Notices . All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To CTI:

Comverse Technology, Inc.

810 Seventh Avenue New York, NY

10019 Attention: General Counsel

and, after the Merger, with a copy to:

Verint Systems Inc.

330 South Service Road

Melville, NY 11747

Attention: Chief Legal Officer

To Comverse:

Comverse, Inc. 200

Quannapowitt Parkway

Wakefield, MA 01880

Attention: General Counsel

Section 5.7 Waivers . The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 5.8 Amendments . Subject to the terms of Sections 5.11 and  5.13 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 5.9 Assignment . This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided , however , that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party; provided , that , no such assignment will relieve the assigning Party of its obligations hereunder.

Section 5.10 Successors and Assigns . The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

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Section 5.11 Termination . This Agreement (including Article III hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of CTI without the approval of Comverse or the shareholders of CTI. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided , however , that Article III shall not be terminated or amended after the Distribution in respect of a Third-Party beneficiary thereto without the consent of such Person.

Section 5.12 Subsidiaries . Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.

Section 5.13 Third-Party Beneficiaries . This Agreement is solely for the benefit of the Parties and their respective Subsidiaries, Affiliates, successors and assigns and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. The Parties agree that (i) Verint and each of its Subsidiaries and Affiliates is an intended Third-Party beneficiary of this Agreement until such time as the Merger Agreement is terminated in accordance with its terms and (ii) each Comverse Indemnitee and CTI Indemnitee who is not a party to this Agreement is an intended Third-Party beneficiary of the indemnification provisions of this Agreement.

Section 5.14 Title and Headings . Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 5.15 Schedules . The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 5.16 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

Section 5.17 Waiver of Jury Trial . The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

Section 5.18 Specific Performance . From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution, the remedies at Law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at Law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

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Section 5.19 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

[ Signature Page to Distribution Agreement ]

Schedule A-1

EMPLOYEE OR FORMER EMPLOYEE ACTIONS

Schedule A-2

ADDITIONAL EMPLOYEE OR FORMER EMPLOYEE ACTIONS

Action filed with the New York State Division of Human Rights on May 2, 2012 by Maria Castro

Schedule B

OVERLAPPING INDEMNITEES

John Bunyan

Eric Koza

Joel Legon

Shefali Shah

Schedule C

CTI MARKS

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

COMVERSE TECHNOLOGY, INC.

AND

COMVERSE, INC.

DATED AS OF OCTOBER 31, 2012

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT

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

WHEREAS, CTI and Comverse have entered into a Distribution Agreement, dated as of October 31, 2012 (the “ Distribution Agreement ”), which sets forth the terms pursuant to which CTI will distribute the common stock of Comverse to shareholders of CTI (the ” Distribution ”); and

WHEREAS, in connection with the Distribution, and in order to ensure an orderly transition under the Distribution Agreement, it will be necessary, for a transitional period, for Comverse to provide to CTI the Services described herein and for CTI to provide to Comverse the CTI-Provided Services described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General . Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:

“ Accounting Review Costs ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

“ Accounting Review Requirements ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

“ Agreement ” shall mean this Agreement, including Schedule A and Schedule B attached hereto, as the same may be amended by the Parties from time to time.

“ Appropriate Actions ” shall mean the acts that a party would take, and the amount of effort and resources such party would expend, when fulfilling such obligation, performing such action, or incurring such expense for such party’s own benefit, in each case acting in good faith and on a reasonable basis.

“ Big Four Accounting Firm ” shall mean any of the following accounting firms: PricewaterhouseCoopers; Deloitte Touche Tohmatsu; Ernst & Young; and KPMG.

“ Comverse ” shall have the meaning set forth in the preamble to this Agreement and, subject to Section 7.5 , shall include any successor of Comverse.

“ Comverse Indemnitees ” shall have the meaning set forth in the Distribution Agreement.

“ Comverse Pass-Through Costs ” shall mean the costs and expenses paid out of pocket by Comverse to any third party service provider or consultant to the extent such third party’s services (and corresponding fees) are (a) incremental license fees or one-time consent fees payable by Comverse to a third party service provider or licensor to secure the software license rights required for Comverse to perform the Services in accordance with this Agreement or (b) are paid to a third party service provider or consultant whose services (i) are required to enable Comverse’s performance of the Services in accordance with this Agreement and (ii) were utilized by Comverse prior to the Effective Date to provide services to CTI equivalent to the applicable Services then being provided hereunder.

“ CTI ” shall have the meaning set forth in the preamble to this Agreement and shall include any successor of CTI.

“ CTI Costs ” shall mean the costs and expenses incurred by CTI in the performance of the CTI-Provided Services, in each case including (a) the CTI Pass-Through Costs and (b) those costs and expenses incurred by CTI to utilize CTI’s own employees (including salary, benefits and other employment-related costs of applicable individuals) and to utilize resources owned, leased, or licensed by CTI in the applicable month to perform the CTI-Provided Services; provided , however , that where an employee or other resource of CTI supports both the performance of the CTI-Provided Services for the benefit of Comverse and the performance of any other activity (including activities for the benefit of CTI or any other party), the CTI costs and expenses relating to such CTI employee or other resource shall be allocated between CTI and Comverse on the basis of the percentage of work hours that month spent performing the Services for the benefit of Comverse.

“ CTI Group ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

“ CTI Indemnitees ” shall have the meaning set forth in the Distribution Agreement.

“ CTI Pass-Through Costs ” shall mean the costs and expenses paid out of pocket by CTI to any third party service provider or consultant to the extent such third party’s services (and corresponding fees) are (a) incremental license fees or one-time consent fees payable by CTI to a third party service provider or licensor to secure the software license rights required for CTI to perform the CTI-Provided Services in accordance with this Agreement or (b) are paid to a third party service provider or contractor whose services are required (as determined by CTI in good faith) to enable CTI’s performance of the CTI-Provided Services in accordance with this Agreement.

“ CTI-Provided Services ” shall mean the services, functions, and responsibilities set forth in Schedule B , in each case to the extent (a) provided to, or performed for the benefit of, Comverse by CTI at any point during the twelve (12) months prior to the Effective Date and (b) the applicable service, function, or responsibility was performed by an individual who (i) is employed by CTI on the Effective Date and (ii) remains an employee of CTI as of the date such service, function, or responsibility is to be performed by CTI pursuant to this Agreement.

“ Default ” shall have the meaning set forth in Section 4.3 of this Agreement.

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“ Distribution ” shall have the meaning set forth in the recitals to this Agreement.

“ Distribution Agreement ” shall have the meaning set forth in the recitals to the Agreement.

“ Effective Date ” shall have the meaning set forth in the preamble to this Agreement.

“ Estimated CTI-Provided Services Fees ” shall have the meaning set forth in Section 3.3(b) of this Agreement.

“ Facilities ” shall have the meaning set forth in Section 2.5 of this Agreement.

“ Financial Requirements ” shall have the meaning set forth in the Distribution Agreement.

“ Force Majeure ” shall have the meaning set forth in Section 7.2 of this Agreement.

“ Losses and Expenses ” shall have the meaning set forth in Section 6.2 of this Agreement.

“ Merger Agreement ” shall mean the Agreement and Plan of Merger among Verint Systems Inc., Comverse Technology Inc. and Victory Acquisition I LLC dated as of August 12, 2012, as amended, modified or supplemented from time to time in accordance with its terms.

“ Merger Effective Time ” shall have the meaning given to “Effective Time” in the Merger Agreement.

“ Party ” and “ Parties ” shall have the meaning set forth in the preamble to this Agreement.

“ Person ” shall include an individual, a partnership, a corporation, a limited liability company, a division or business unit of a corporation, a trust, an unincorporated organization, a federal, state, local or foreign government or any department or agency thereof and any other entity.

“ Service ” or “ Services ” shall mean (a) the services, functions, and responsibilities provided to, or performed for the benefit of, CTI or any CTI employee by Comverse or any of its subsidiaries or their respective employees at any point during the twelve (12) months prior to the Effective Date, (b) the services, functions, and responsibilities provided to, or performed for the benefit of, CTI or any CTI employee by any individual who (i) was employed by CTI at any point prior to the Effective Date and (ii) becomes an employee of Comverse or any of its subsidiaries before, in connection with, or following the Distribution, (c) any additional service, function, or responsibility that CTI reasonably needs following the Effective Date in order for CTI or its affiliates to operate the business of CTI in the ordinary course, to defend any legal action, or to comply with any legal, tax or financial law, rule, regulation or requirement, in each case, and (d) such other services as may from time to time be agreed between the Parties in writing. The Services include those services set forth in Schedule A , as the same may be amended from time to time.

“ Services Documentation ” shall have the meaning set forth in Section 2.1(c) of this Agreement.

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“ Straddle Period ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

“ Tax Authorities ” shall have the meaning set forth in Section 3.5(b) of this Agreement.

“ Tax Disaffiliation Agreement ” shall mean the Tax Disaffiliation Agreement by and between CTI and Comverse dated as of the Effective Date, as amended, modified or supplemented from time to time in accordance with its terms.

“ Tax Return ” shall have the meaning set forth in the Tax Disaffiliation Agreement.

Section 1.2 Reference; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “ include ,” “ includes ” and “ including ” when used in this Agreement shall be deemed to be followed by the phrase “ without limitation .” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “ hereof ”, “ hereby ” and “ herein ” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. This Agreement shall not be construed against either Party as the principal draftsperson hereof. All references to monetary amounts herein shall be references to such amounts in US Dollars unless otherwise specified.

ARTICLE II

PROVISION OF SERVICES

Section 2.1 Provision of Services.

(a) Comverse shall provide, and shall cause its subsidiaries and their respective employees to provide, the Services to CTI, in each case except to the extent that CTI requests in writing that Comverse not provide a particular Service identified in such CTI request. Comverse shall be required to take Appropriate Actions to fulfill each of its obligations set forth in this Agreement. The Services performed by Comverse and, as applicable, its subsidiaries for CTI shall be performed on a timely basis by employees with institutional knowledge of and familiarity, training and skill with respect to, the provision of such Service. Comverse and, as applicable, its subsidiaries will retain employees with the relevant institutional knowledge, familiarity, training and skill required to provide the Services to CTI. If CTI requests in good faith a service in addition to the Services (which request CTI may make at any time), then Comverse shall act expeditiously to cause such requested additional service(s) to be provided on a timely basis on terms mutually agreeable to the Parties.

(b) Unless otherwise agreed by the Parties in writing, the Services shall be performed by Comverse for CTI (i) in a manner to permit CTI to comply with its legal obligations (ii) in a manner that is substantially the same as the timely manner and level of support in which such Services were generally performed by Comverse for CTI (or, as applicable, by former CTI employees for CTI) during the twelve (12) months prior to the Effective Date and (iii) to the extent a Service or a portion of the Services was not provided during the twelve (12) months prior to the Effective Date but is required or requested by CTI following the Effective Date, with the same degree of care and substantially the same service levels as Comverse performs

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comparable services for itself but in no event using less than a reasonable degree of care; provided , however , that in no event shall the Services be of smaller scope or lesser quality (in each case as judged from the perspective of CTI), than the descriptions of Service scope and quality set forth in the Services Documentation.

(c) CTI may, acting in good faith, request that Comverse provide the statements of work, procedures manuals, technical architecture, data security and incident response protocols, business continuity and disaster recovery plans, reports, and other documentation maintained by Comverse (or made available to Comverse by any third party service provider) that relates to performance, scope, or quality of the Services, in each case (i) as such documentation exists as of the Effective Date and (ii) as such documentation exists as of the date of the applicable request (such documents and records, “ Services Documentation ”). Comverse shall provide requested Services Documentation to CTI as soon as is reasonably practicable, but in no event later than five (5) business days after receipt of the applicable CTI request where the requested documents are ordinarily provided in connection with the Services (and as soon as reasonably practicable with respect to other documents). Except to the extent otherwise agreed by CTI in advance in its sole discretion, Comverse shall not make any change to the Services Documentation that (i) reduces the scope or quality of the Services (in each case as judged from the perspective of CTI), (ii) results in a breach of law by CTI or Comverse, or (iii) results in the increase of any amounts payable by CTI to Comverse or to any third party.

(d) Except to the extent otherwise expressly provided in this Agreement, Comverse shall perform, and shall cause its subsidiaries to perform, the Services and its other obligations set forth in this Agreement in a manner that does not discriminate against CTI relative to Comverse (or the other affiliates, business divisions, and operations owned and operated by Comverse or its affiliates).

(e) Comverse shall perform the Services in accordance with all applicable laws relating to the protection of personally identifiable information (or any other category of personal information protected by law, such as an individual’s health information).

(f) Except to the extent Comverse has subcontracted its performance of the Services during the twelve (12) months prior to the Effective Date, Comverse shall not subcontract the performance of any or all of the Services without CTI’s prior written consent, such consent not to be unreasonably withheld. With respect to any subcontractor of Comverse’s obligations under this Agreement, Comverse shall be responsible for the actions and failures to act of any as such subcontractor as if such actions and failures to act are Comverse’s own. For the avoidance of doubt, in the event Comverse subcontracts its performance of the Services, the fee payable by CTI shall not exceed the fee listed for such Services on Schedule A .

Section 2.2 Provision of CTI-Provided Services .

(a) Upon reasonable advance notice from Comverse consistent with the timing of substantially similar requests during the twelve (12) months prior to the Effective Date, CTI shall provide to Comverse those CTI-Provided Services that Comverse may request from time to time hereunder. When making such a request, Comverse shall indicate the duration for which CTI is to provide the requested CTI-Provided Service.

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(b) Unless otherwise agreed by the Parties, the CTI-Provided Services shall be performed by CTI, to the extent it has any available and qualified employees, for Comverse with the same degree of care and with substantially the same service levels as CTI’s performance of comparable services for itself but in no event using less than a reasonable degree of care. CTI shall be obligated to perform the CTI-Provided Services only on a transitional basis to provide temporary support to Comverse as Comverse commences performance of the CTI-Provided Services for Comverse’s own benefit. Comverse shall commence performance of services to replace all of the CTI-Provided Services as soon as is reasonably practicable after the Effective Date.

(c) CTI shall, within five (5) business days after receipt of Comverse’s request, make available to Comverse the same reports and documentation that CTI provided or otherwise made available to Comverse in connection with CTI’s performance of the applicable CTI-Provided Services during the twelve (12) months prior to the Effective Date, in each case solely to the extent that CTI, in its sole discretion, has the employees and resources necessary and qualified to prepare any such reports or documentation.

(d) CTI may, in its discretion, subcontract its performance of the CTI-Provided Services and any of its other obligations under this Agreement. With respect to any subcontractor of CTI’s obligations under this Agreement, CTI shall be responsible for the actions and failures to act of any as such subcontractor as if such actions and failures to act are CTI’s own. For the avoidance of doubt, in the event CTI subcontracts its performance of the CTI-Provided Services, the fee payable by Comverse shall not exceed the fee listed for such Services on Schedule B .

Section 2.3 Use of Services and CTI-Provided Services .

(a) Comverse shall be required to provide the Services only (i) to CTI or to the party (or such party’s affiliates) to which CTI has assigned this Agreement pursuant to Section 7.5 and (ii) in connection with the conduct of the CTI Business. Except to the extent otherwise set forth in this Section 2.3(a) , CTI shall not resell any of the Services to any Person whatsoever or permit the use of the Services to any Person other than in connection with the conduct of the CTI Business in the ordinary course.

(b) CTI shall be required to provide the CTI-Provided Services to Comverse only (i) in connection with the conduct by Comverse of its businesses and (ii) to the extent CTI has employees who would normally perform such CTI-Provided Services in the ordinary course of their employment by CTI. Comverse shall not resell any of the CTI-Provided Services to any Person whatsoever or permit the use of the CTI-Provided Services to any Person other than in connection with the conduct of Comverse’s businesses in the ordinary course.

Section 2.4 Resources to Perform Services and CTI-Provided Services .

(a) Comverse shall, and shall cause its subsidiaries and their respective employees to, furnish all personnel, facilities, equipment, software, and any other assets and resources as needed for Comverse to provide the Services.

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(b) CTI shall furnish only personnel as needed for CTI to provide the CTI-Provided Services; provided , however , that in no event shall CTI be obligated to provide any personnel for such purposes who are not then employees of CTI. Comverse shall furnish all facilities, equipment, software, and other assets as needed by CTI (and as determined by CTI) to provide the CTI-Provided Services.

Section 2.5 Facilities . The Services shall be performed by Comverse or its subsidiaries at their offices using its furniture, fixtures, and equipment, including computer hardware (the “ Facilities ”). Any Facilities to be purchased or leased during the term of this Agreement for use in providing the Services shall be purchased or leased by Comverse. All Facilities owned by Comverse shall remain the property of Comverse, and CTI shall not have any right, title, or interest in or to any of the Facilities; provided , however , that CTI shall have the right to occupy and to use, and Comverse shall make (or shall cause one of its subsidiaries to make) available to CTI, Facilities (and any additional facilities and equipment) as jointly determined by CTI and Comverse in good faith to be required for CTI (a) to operate the CTI Business or (b) to provide the then-current CTI-Provided Services. Comverse may, upon reasonable advance notice, require CTI to relocate in order for Comverse to provide CTI use of Facilities pursuant to this Section 2.5 ; provided , however , that in the event of any such location, Comverse shall (i) make all relocation arrangements (which shall be subject to CTI’s approval, not to be unreasonably withheld) and (ii) pay any relocation costs and expenses, whether incurred by CTI or Comverse, relating to the relocation of any CTI employees or resources from one Facility to another Facility.

Section 2.6 Books and Records . Comverse shall keep books and records of the Services provided and reasonable supporting documentation of all charges incurred in connection with providing such Services, in such detail and for such time periods as shall be in accordance with Comverse’s then standard record keeping procedures, as in effect from time to time, and shall make such books and records reasonably available to CTI, at no cost, for the purpose of verifying the amounts payable in connection with the Services. CTI shall keep books and records of the CTI-Provided Services provided and reasonable supporting documentation of all charges incurred in connection with providing such CTI-Provided Services, in such detail and for such time periods as shall be in accordance with CTI’s then standard record keeping procedures, as in effect from time to time, and shall make such books and records reasonably available to Comverse, at no cost, for the purpose of verifying the amounts payable in connection with the CTI-Provided Services.

Section 2.7 Representations and Warranties . Each Party hereto represents and warrants that (a) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (b) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, (c) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder have been duly and validly authorized by all necessary corporate action, and (d) no contract with any other Person exists or will exist which would interfere with its obligations hereunder.

Section 2.8 CTI Business . Notwithstanding anything herein to the contrary, Comverse will have no obligation to provide Services to CTI to the extent such Services relate to any expansion or material change in the operation of the CTI Business. For the avoidance of doubt, Comverse will continue to be obligated to provide Services hereunder notwithstanding an expansion or material change in the operation of the CTI Business so long as such Services related to the CTI Business prior to such expansion or change.

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ARTICLE III

PAYMENT; WARRANTY; TAXES

Section 3.1 Fees and Reimbursable Amounts .

(a) As full and complete consideration for Comverse’s performance of the Services in accordance with this Agreement, CTI shall, with respect to each applicable category of Services set forth in Schedule A , pay Comverse on a calendar quarterly basis (i) the applicable Comverse Pass-Through Costs and (ii) a Services fee in an amount equal to the sum of the pro-rata portion of the annual fees for the categories of Services that Comverse provided during the applicable quarter (i.e., 25% of the annual fee in each case unless the Services were not provided during the entire quarter, in which case the pro-rata allocation shall be based on the number of days of Services relative to the total number of days in the applicable quarter), in each case in the amount set forth in Schedule A as being payable by CTI with respect to each applicable Services category; provided , however , that following the Merger Effective Time, (A) CTI shall not be invoiced or pay for any amounts, fees or any Comverse Pass-Through Costs (and, for the avoidance of doubt, Comverse shall pay all such fees and Comverse Pass-Through Costs) relating to (i) any “Finance & Accounting” Services, “Financial Reporting” Services and/or “Internal Audit and SOX” Services (in each case as set forth in Schedule A) or any other Services necessary to provide the Finance & Accounting, Financial Reporting and/or Internal Audit and SOX Services relating to, associated with or in respect of any periods prior to the Merger Effective Time, in each case as determined by CTI, (ii) the preparation and filing with the Securities and Exchange Commission (the “ SEC ”) of CTI’s Annual Report on Form 10-K for the fiscal year ending January 31, 2013 or any other periodic reports or filings relating to, associated with or in respect of any periods prior to the Merger Effective Time, and (B) notwithstanding anything to the contrary herein, any fees or Comverse Pass-Through Costs associated with the preparation and review of CTI and its subsidiaries’ U.S. federal income, New York State income, New York City income Tax Returns, and all material Tax Returns for the taxable years ending 1/31/2012 and 1/31/2013 (or such other date on which the taxable period ends, in the case of a short taxable period), including, but not limited to, the Tax Filing Services associated therewith, will be determined solely in accordance with the provisions of Section 3.01 of the Tax Disaffiliation Agreement (including, without giving regard to any of the fees on Schedule A ). With respect to any amounts payable by CTI hereunder that are determined by reference to costs and expenses paid by Comverse, after the end of each calendar quarter, Comverse shall deliver to CTI a report for the quarterly fee payable with respect to Services provided by Comverse under this Agreement, which report shall include an itemized report (with reasonable supporting documentation) of all expenses for which Comverse seeks reimbursement hereunder. CTI shall have the option in its sole discretion to request invoicing in advance with respect to any fees payable for the Services (as set forth in Schedule A ) and with respect to any estimated Comverse Pass-Through Costs, and in the event CTI requests invoicing in advance with respect to any such amounts, Comverse shall invoice CTI in advance for those Services and Comverse Pass-Through Costs (as agreed by CTI in its sole discretion) estimated to be payable with respect to the Services and time periods with respect to which CTI has requested

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prepayment. Any amounts that have been invoiced in advance and paid by CTI in accordance with this Section 3.1(a) shall be trued-up by CTI and Comverse as of the last day of the applicable prepaid period. Any Comverse Pass-Through Costs require the prior written approval of CTI, which shall not be unreasonably withheld.

(b) As full and complete consideration for CTI’s performance of the CTI-Provided Services in accordance with this Agreement, Comverse shall pay CTI on a monthly basis the applicable CTI Costs. All such amounts shall be invoiced (as Estimated CTI-Provided Services Fees) and trued up in accordance with Section 3.3(b) . After the end of each calendar month, CTI shall deliver to Comverse a report for the monthly reimbursement payable with respect to CTI-Provided Services provided by CTI under this Agreement, which report shall include an itemized report (with reasonable supporting documentation) of all expenses for which CTI seeks reimbursement hereunder.

(c) CTI shall act promptly and in good faith to reduce the amount of CTI Pass-Through Costs by notifying each applicable third party service provider or consultant that such third party should execute an engagement letter with Comverse to permit such third party to invoice Comverse directly. Comverse shall act promptly and in good faith to reduce the amount of Comverse Pass-Through Costs by notifying each applicable third party service provider or consultant that such third party should execute an engagement letter with CTI to permit such third party to invoice CTI directly. Each Party shall (i) negotiate such engagement letters in good faith to execute such letters in a timely fashion and (ii) cooperate with reasonable requests from the other Party to facilitate the negotiation of new engagement letters with applicable third party service providers and consultants pursuant to this Section 3.1(c) .

(d) Notwithstanding anything to the contrary herein, Comverse hereby agrees that CTI shall have the opportunity to review in good faith and approve (which approval shall not be unreasonably withheld) and discuss the terms of any proposal by a third party service provider that is rendering any services pursuant to this Agreement, including with respect to such third party service provider’s proposed or estimated fees, statement and scope of work and engagement letter, including the Accounting Review Requirements and the Accounting Review Costs.

Section 3.2 Adjustments . Not more than once every calendar year during the term of this Agreement, Comverse and CTI shall meet to discuss and negotiate in good faith any adjustments to the annual fees set forth on Schedule A hereto that is requested by any Party, if the Parties mutually agree to modify, amend, delete or add to the scope of Services being provided.

Section 3.3 Invoices and Payment .

(a) Within ten (10) business days after the end of the applicable calendar quarter, Comverse will invoice CTI in arrears for the Services provided during the preceding quarter, other than any Comverse Pass-Through Costs, which shall be billed once the third party service provider issues an invoice for payment therefor. Comverse shall include in each such invoice a description in reasonable detail of the Services provided during such period and the amounts payable by CTI therefor pursuant to this Agreement. CTI shall pay each such invoice for the

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Services within thirty (30) days after the date CTI receives such invoice; provided , however , that CTI may, in its discretion, withhold 50% of any amount payable under this Agreement that CTI disputes in good faith pending the resolution of such dispute (which amounts shall include Comverse Pass-Through Costs in excess of those Comverse Pass-Through Costs previously approved by CTI in accordance with Section 3.1(d) ). Unpaid fees that are being disputed in good faith dispute will not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any disputed fees cannot be resolved by the Parties, the dispute resolution procedures set forth in Section 7.10 herein will apply, in which case, the losing party shall pay such percentage of the prevailing party’s reasonable attorney’s fees and other court costs based on the aggregate amount of disputed items so submitted as it bears to the amount awarded to the prevailing party. Notwithstanding the foregoing, immediately prior to the closing of the merger between CTI and a wholly owned subsidiary of Verint Systems Inc., should such merger occur, Comverse and CTI will settle and pay all amounts owing by any Party under this Agreement such that as of such closing there are no outstanding payment obligations under this Agreement.

(b) In the event Comverse requests that CTI provide CTI-Provided Services, CTI will provide Comverse an estimate of the monthly costs and expenses (as determined by CTI acting in good faith) for CTI to perform the requested CTI-Provided Services (the “ Estimated CTI-Provided Services Fees ”). CTI will invoice Comverse in advance on a monthly basis for the CTI-Provided Services, which invoice shall include: (i) the Estimated CTI-Provided Services Fees for the coming month; and (ii) a credit against or charge in addition to such Estimated CTI-Provided Services Fees, as applicable, to reflect in arrears the difference, if any, between (A) the Estimated CTI-Provided Services Fees for the prior month and (B) the applicable costs and expenses actually incurred by CTI to perform the CTI-Provided Services in such prior month. CTI shall include in each invoice for the CTI-Provided Services a reasonably detailed description of such CTI-Provided Services and the amounts charged therefor. Comverse will pay such invoiced amounts within five (5) business days after the date Comverse receives such invoice. CTI shall not be obligated to provide any CTI-Provided Services in the event CTI has not received prepayment in full of any invoice for CTI-Provided Services, including, for the avoidance of doubt, where Comverse has withheld payment because Comverse disputes an invoice for the CTI-Provided Services (including where Comverse disputes amounts invoiced in arrears to true-up the Estimated CTI-Provided Services Fees and CTI’s actual applicable costs and expenses).

(c) Invoices not paid within thirty (30) days after receipt, other than those for which CTI has withheld payment of a disputed amount in accordance with Section 3.3(a) , shall be subject to late charges for each month or portion thereof the statement is overdue, calculated as the lesser of (i) the then current rate of interest per annum announced from time to time by the Wall Street Journal as the “prime rate” at large U.S. money center banks, plus one percentage point or (ii) the maximum rate allowed by applicable law.

(d) Within five (5) business days after a Party receives a request from the other Party for supporting documentation relating to the calculation or verification of fees to be paid or costs and expenses to be reimbursed pursuant to this Article III , the Party receiving such request shall provide the requesting Party (and such Party’s accountants, attorneys, auditors, and regulators) with access to, and any assistance and information that they may reasonably require with respect

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to, such records and supporting documentation as may be reasonably requested by the requesting Party to audit fees to be paid, and costs and expenses to be reimbursed, pursuant to this Agreement by the requesting Party. Where a third party auditor is not bound by law or industry or professional regulations to maintain the confidentiality of information disclosed to in connection with the audit contemplated in this Section 3.3(d) , the Party requesting the applicable audit shall execute an agreement with its designated third party auditors to obligate such third party auditor to protect the confidential information of the disclosing Party.

(e) All payments to be made between the Parties pursuant to this Agreement shall be made in US Dollars unless otherwise agreed.

Section 3.4 Disclaimer of Warranty . EXCEPT AS SET FORTH IN SECTIONS 2.1, 2.2 AND 2.7, AS APPLICABLE, THE SERVICES AND THE CTI-PROVIDED SERVICES ARE PROVIDED UNDER THIS AGREEMENT ON AN AS-IS, WHERE-IS BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Section 3.5 Taxes .

(a) CTI shall pay to Comverse all applicable sales tax, value-added tax and/or goods and services tax as payable on the fees for the Services payable hereunder. Comverse shall pay to CTI all applicable sales tax, value-added tax and/or goods and services tax as payable on the fees for the CTI-Provided Services payable hereunder.

(b) In addition to the fees required to be paid by CTI to Comverse for the Services provided hereunder, CTI shall remit to the appropriate tax authorities (the ” Tax Authorities ”) any taxes required to be withheld by law from any fees payable to Comverse hereunder. CTI shall submit to Comverse evidence of payment of any such withholding tax to the Tax Authorities. In the event that Comverse receives any credit, deduction or refund of such withholding tax from the Tax Authorities, it shall (i) promptly provide a copy of the certificate from the Tax Authorities showing the receipt of such credit, deduction or refund and (ii) provide CTI a credit for such amount against future fees payable by CTI to Comverse.

(c) In addition to the fees required to be paid by Comverse to CTI for the CTI-Provided Services provided hereunder, Comverse shall remit to the Tax Authorities any taxes required to be withheld by law from any fees payable to CTI hereunder. Comverse shall submit to CTI evidence of payment of any such withholding tax to the Tax Authorities. In the event that CTI receives any credit, deduction or refund of such withholding tax from the Tax Authorities, it shall (i) promptly provide a copy of the certificate from the Tax Authorities showing the receipt of such credit, deduction or refund and (ii) provide Comverse a credit for such amount against future fees payable by Comverse to CTI.

ARTICLE IV

TERM; TERMINATION

Section 4.1 Term . This Agreement shall commence on the Effective Date and shall continue until: (a) with respect to “Finance & Accounting”, “Internal Audit and SOX”, “Tax Filings”, “ and “Financial Reporting” Services (in each case as set forth in Schedule A ), until such

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time as CTI fully complies with any and all legal obligations applicable to it, its business, its assets and any of its operations prior to the Effective Time, including until the expiration of the Statute of Limitations (as defined in the Tax Disaffiliation Agreement) (including any waivers or extensions thereof) of CTI’s taxable periods or as otherwise necessary to comply with any SEC reporting obligations; (b) with respect to those Services other than those referred to in Section 4.1(a) , the date three (3) years after the Merger Effective Date (unless otherwise required in order to render any of the Services referenced in Section 4.1(a)); provided , however , that if the Merger Agreement is terminated in accordance with its terms and the Merger is not consummated, the term for the Services referenced in this clause (b)  shall be deemed to be three (3) years after the Effective Date; and (c) the date on which (i) the provision of all of the Services and the CTI-Provided Services have been terminated pursuant to Section 4.2(a), and Section 4.2(b) or (ii) this Agreement shall have been terminated in accordance with Section 4.2(c) or Section 4.4(b) .

Section 4.2 Termination for Reasons other than Default .

(a) Comverse shall have the right, at any time, to terminate any or all of the CTI-Provided Services by giving CTI thirty (30) days prior written notice of such termination.

(b) CTI shall have the right, at any time, to terminate any or all of the Services by giving Comverse thirty (30) days prior written notice of such termination.

(c) CTI shall have the right, at any time, to terminate this Agreement or any or all of the CTI-Provided Services by giving Comverse five (5) business days prior notice of such termination, in each case with the effective date of such termination being a date that CTI determines in good faith to be the date that CTI plans (i) to sell all or substantially all of the properties and assets of CTI, (ii) to sell a majority of the voting stock of CTI, or (iii) to merge with any other entity.

Section 4.3 Event of Default. A Party shall be in default hereunder if (a) with respect to Comverse, Comverse commits a material breach of any term of this Agreement (which shall include Comverse’s failure to provide any of the Services) and such breach continues uncured for thirty (30) days following receipt of written notice thereof from CTI describing such breach in reasonable detail, (b) with respect to CTI, CTI fails to pay to Comverse any fee payable by CTI to Comverse (other than any fees that CTI has disputed in good faith) for more than sixty (60) days after receipt of written notice of such nonpayment from Comverse describing such fee (and the basis therefor) in reasonable detail, (c) in accordance with and subject to the terms hereof, such Party makes a general assignment for the benefit of its creditors, (d) there is a filing seeking an order for relief in respect of such Party in an involuntary case under any applicable bankruptcy, insolvency or other similar law and such case remains undismissed for thirty (30) days or more, (e) a trustee or receiver is appointed for such Party or its assets or any substantial part thereof or (f) such Party files a voluntary petition under any bankruptcy, insolvency or similar law of the relief of debtors (in each case, a “ Default ”).

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Section 4.4 Remedies .

(a) If there is any Default by CTI hereunder, Comverse may exercise any or all of the following remedies until such time that CTI cures such Default: declare immediately due and payable all fees and expenses which CTI is obligated to pay pursuant to Section 3.1 with respect to the Service for which CTI has not paid hereunder when due (other than disputed fees).

(b) If there is any Default by Comverse hereunder, CTI may (i) terminate this Agreement and recover any fees paid in advance for the Services not performed or (ii) sue for specific performance.

(c) In addition to the remedies set forth in clauses ( a ) and ( b ) above, a non-defaulting Party shall have all other remedies available at law or equity, subject to Article VI .

Section 4.5 Books and Records . Comverse will provide access to CTI to all books and records related to CTI and the Services at all reasonable times upon notice to Comverse. Upon the expiration or termination of a Service or Services with respect to which Comverse holds books, records or files, including, but not limited to, current and archived copies of computer files, owned by CTI and used by Comverse in connection with the provision of a Service to CTI, Comverse will return all such books, records or files as soon as reasonably practicable. At its expense, Comverse may make a copy of such books, records or files for its legal files. In the event Comverse needs access to such books, records or files for legal or tax reasons, CTI shall cooperate with Comverse to make such books, records or files available to Comverse at Comverse’s expense.

Section 4.6 Effect of Expiration/Termination . Sections 2.1(c) , 2.5 , 4.4 , 4.5 , 4.6 , 4.7 , 5.1 , 5.2(b) , 5.2(c) , 5.3 , Article VI and Article VII shall survive any expiration or termination of this Agreement.

Section 4.7 Obligations Post Expiration/Termination .

(a) The expiration or termination of this Agreement shall not terminate either Party’s obligation to provide to the other Party all information required by such other Party (including performing the applicable actions set forth in this Section 4.7 ) if and when necessary in order to present such other Party’s financial and accounting information in accordance with generally accepted accounting principles or otherwise in order for such other Party to comply with applicable laws, rules and regulations.

(b) Each of the Parties agrees to (i) furnish to the other Party such further information, (ii) execute and deliver to the other Party such other documents and (iii) do such other acts and things, all as the other Party may reasonably request in order to permit it to file all state income tax returns required by law to be filed by it.

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ARTICLE V

CERTAIN OTHER COVENANTS

Section 5.1 Confidentiality . Each of the Parties agrees that any confidential information of the other Party received in the course of performance under this Agreement shall be kept strictly confidential in accordance with Section 4.4 of the Distribution Agreement.

Section 5.2 Access to Certain Information .

(a) CTI shall make available on a timely basis to Comverse all information reasonably requested by Comverse to enable it to provide the Services. CTI shall give Comverse reasonable access, during regular business hours and at such other times as are reasonably required, to its premises for the purposes of providing the Services.

(b) Upon the reasonable request of one Party to the other, the recipient Party of such request shall make available or cause to be provided on a timely basis to the requesting Party all records, reports, and other information reasonably requested to enable the requesting Party (i) to evaluate and satisfy any obligation (or claimed obligation) of the requesting Party to make payment to any requesting Party employee or any third party, (ii) for use in any judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar legal or regulatory requirements, (iii) to comply with reporting, disclosure, filing or other requirements imposed on a Party (including under applicable securities and tax laws) by a governmental authority having jurisdiction over such Party; provided , however , that in the event that the recipient Party of such request determines that any such provision of information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. Each Party shall give the other Party making such a request pursuant to this Section 5.2 reasonable access, during regular business hours and at such other times as are reasonably required, to its premises for the purposes of providing the applicable records, reports, and information.

(c) Without limiting the generality of the foregoing, Comverse shall promptly respond in full to any CTI request for information to enable any of (i) CTI and its affiliates to meet its timetable for dissemination of its earnings releases, financial statements, periodic reports, and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K, and (ii) CTI’s accountants to timely complete their review of CTI’s quarterly financial statements and audit of the annual financial statements, including, to the extent applicable, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, in each of clause ( i ) and ( ii ), with respect to the end of any fiscal quarter or year or portion thereof.

Section 5.3 Title to Data . CTI acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, and any licenses therefor which are owned by Comverse, by reason of Comverse’s provision of the

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Services under this Agreement, except to the extent CTI’s payment of any incremental license fees or one-time consent fees pursuant to Section 3.1(a) result in the acquisition of software license rights that may be assigned to CTI, in which case, Comverse will assign such software license rights to CTI at CTI’s request. Comverse acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, and any licenses therefor which are owned by CTI, by reason of CTI’s provision of the CTI-Provided Services under this Agreement except to the extent Comverse’s payment of any incremental license fees or one-time consent fees pursuant to Section 3.1(b) result in the acquisition of software license rights that may be assigned to Comverse, in which case, CTI will assign such software license rights to Comverse at Comverse’s request. Comverse agrees that all records, data, files, input materials and other information computed by Comverse for the benefit of CTI and which relate to the provision of the Services are the property of CTI.

Section 5.4 Compliance with Laws . Each of Comverse and CTI shall comply in all material respects with any and all applicable statutes, rules, regulations, orders or restrictions of any domestic or foreign government, or instrumentality or agency thereof, in respect of the conduct of its obligations under this Agreement.

ARTICLE VI

LIABILITIES

Section 6.1 Limitation of Liability .

(b) Any provision of this Article VI that is expressed to limit or exclude the liability of a Party for any loss or damage:

(c) Subject to Section 6.1(g) , the only liability of the Parties for breach of contract shall be for direct damages (also known as “general damages”) and, to the extent applicable, punitive damages. Liability for breach of contract for all other losses, including consequential damages (also known as “special damages,” “indirect damages” and “incidental damages”), including loss of profits, is expressly excluded.

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(d) CTI’s liability to Comverse in respect of any cause of action that arises under or in connection with this Agreement, but to which Section 6.1(g) does not apply, shall be limited to:

(e) Comverse’s liability to CTI in respect of any cause of action that arises under or in connection with this Agreement, but to which Section 6.1(f) or Section 6.1(g) does not apply, shall be limited to:

(f) Comverse’s liability to CTI in respect of any cause of action that arises under or in connection with this Agreement as a result of Comverse’s failure to take Appropriate Actions when performing the Services or fulfilling any of its other obligations set forth in this Agreement, but to which Section 6.1(g) does not apply, shall be limited to:

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(g) The limitations on liability set out in Section 6.1(d) , Section 6.1(e) and Section 6.1(f) and the restriction on recovering certain loss or damage in Section 6.1(c) do not apply to:

(h) The invalidity, illegality or unenforceability of a provision of this Section 6.1 does not affect or impair the continuation in force of the remainder of this Section 6.1 or this Agreement.

(i) The Parties agree that this provision limiting remedies and liquidating damages is reasonable under the circumstances and Comverse acknowledges that CTI shall have no other financial liability to Comverse whatsoever.

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Section 6.2 Indemnification . Comverse shall indemnify, defend and hold harmless the CTI Indemnitees from and against any and all liabilities, claims, damages, losses and expenses (including, but not limited to, court costs and reasonable attorneys’ fees) of any kind or nature (“ Losses and Expenses ”), related to, arising out of or in connection with any or all of the following:

(a) any third party claim brought against CTI alleging that the Services, Comverse’s performance of the Services, or the use of any asset in connection with the Services for the benefit of CTI infringes upon any patent, copyright, trademark, trade secret or other intellectual property right of any third party;

(b) any third party claim brought against CTI alleging that the CTI-Provided Services, CTI’s performance of the CTI-Provided Services, or the use of any asset in connection with the CTI-Provided Services for the benefit of Comverse infringes upon any patent, copyright, trademark, trade secret or other intellectual property right of any third party;

(c) the breach by Comverse of its obligations set forth in this Agreement where such breach results in any failure by CTI to comply in all material respects with its legal obligations, including CTI’s obligations to file accurate Tax Returns and to make certain filings with the SEC;

(d) the breach by Comverse of Section 2.1(e) ( Compliance with Data Protection Laws ); and

(e) the breach by Comverse of Section 5.1 ( Confidentiality );

provided , however , that CTI shall not be indemnified by Comverse solely to the extent any Loss or Expense resulted from CTI’s gross negligence, willful misconduct, or fraud. Indemnification of any claim hereunder shall be governed by the definitions and procedures set forth in Section 3.3 of the Distribution Agreement. Payment shall be made in accordance with the provisions of Section 3.4 of the Distribution Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notice . All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To CTI:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention: General Counsel

To Comverse:

Comverse, Inc.

810 Seventh Avenue

New York, NY 10019

Attention: General Counsel

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Section 7.2 Force Majeure. A Party shall not be deemed to have breached this Agreement to the extent that performance of its obligations or attempts to cure any breach are made impossible or impracticable due to any act of God, fire, natural disaster, act of terror, act of government, shortage of materials or supplies after the Effective Date, labor disputes or any other cause beyond the reasonable control of such Party (a “ Force Majeure ”); provided , however , that in no event will the voluntary termination of any employee’s employment be deemed to be a Force Majeure. The Party whose performance is delayed or prevented shall (a) promptly notify the other Party of the Force Majeure cause of such prevention or delay and (b) take Appropriate Actions to recommence such disrupted Party’s performance of its obligations under this Agreement.

Section 7.3 Independent Contractors. The Parties shall operate as, and have the status of, independent contractors and neither Party shall act as or be a partner, co-venturer or employee of the other Party. Unless specifically authorized to do so in writing, neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

Section 7.4 Amendment; Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time.

Section 7.5 Assignment; Successors and Assigns .

(a) This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided , however , that CTI may assign this Agreement to (i) a purchaser of all or substantially all of the properties and assets of CTI; (ii) a purchaser of a majority of the voting stock of CTI, or (iii) an entity with which CTI merges, in each case so long as such purchaser or the entity surviving such merger expressly assumes, in a written instrument in form reasonably satisfactory to Comverse, CTI’s obligations and liabilities under this Agreement.

(b) The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

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Section 7.6 Titles and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.7 Complete Agreement; Construction . This Agreement, including Schedule A and Schedule B shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, this Agreement shall prevail. In the event of any inconsistency between this Agreement (including any Schedule hereto) and the Tax Disaffiliation Agreement, the Tax Disaffiliation Agreement shall prevail.

Section 7.8 Schedules . The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 7.9 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

Section 7.10 Governing Law and Jurisdiction; Waiver of Trial by Jury .

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, IN EACH CASE WITHOUT GIVING EFFECT TO THE PRINCIPLES REGARDING CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Each Party consents to the exclusive jurisdiction of, and service of process by, the United States District Court for the Southern District of New York or the state courts of the State of New York, Borough of Manhattan, with respect to any proceeding by a Party arising out of this Agreement. The Parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE

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IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10(b) .

Section 7.11 Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 7.12 Time is of the Essence . Time is of the essence with respect to all time periods set forth herein.

Section 7.13 No Third Party Beneficiaries . This Agreement is solely for the benefit of the Parties and their respective subsidiaries and affiliates and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 7.14 Severability . In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[ signature page follows ]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

[ Signature Page to Transition Services Agreement ]

Exhibit 10.3

TAX DISAFFILIATION AGREEMENT

BY AND BETWEEN

COMVERSE TECHNOLOGY, INC.

AND

COMVERSE, INC.

DATED AS OF OCTOBER 31, 2012

TAX DISAFFILIATION AGREEMENT

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

W I T N E S S E T H

WHEREAS, Comverse is currently a member of the CTI Consolidated Group (as defined herein);

WHEREAS, pursuant to the Distribution Agreement entered into between CTI and Comverse dated as of the date hereof (the “Distribution Agreement”), CTI shall distribute all of the outstanding capital stock of Comverse to its stockholders (the “Distribution”);

WHEREAS, the Parties wish to provide for the payment of Taxes and entitlement to Refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns and provide for certain other matters relating to Taxes.

NOW, THEREFORE, in consideration of the mutual promises and undertakings contained herein and in any other document executed in connection with this Agreement, the Parties agree as follows:

ARTICLE I

DEFINITIONS; CERTAIN OPERATING CONVENTIONS

Section 1.01. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Agreement” shall have the meaning ascribed thereto in the introductory paragraph.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Return” means any Tax Return that includes at least one asset or activity (including but not limited to any item of income, deduction, gain, loss, or credit) that is allocable pursuant to this Agreement to the CTI Pre-Distribution Group or the CTI Group and at least one asset or activity (including but not limited to any item of income, deduction, gain, loss, or credit) that is allocable to the Comverse Group.

“Comverse” shall have the meaning ascribed thereto in the introductory paragraph, and shall include any successor of Comverse.

“Comverse Group” means Comverse and each Person that is, or may become, a wholly-owned Subsidiary of Comverse as of the day after the Distribution Date.

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“Comverse Indemnitees” shall have the meaning ascribed thereto in the Distribution Agreement.

“CTI” shall have the meaning ascribed thereto in the introductory paragraph, and shall include any successor of CTI, including for U.S. federal tax purposes.

“CTI Consolidated Group” means the affiliated group of corporations, within the meaning of Section 1504(a) of the Code, of which CTI is the common parent corporation, and any member of such group.

“CTI Group” means CTI and each Person (other than any member of the Comverse Group) that is, or may become, a wholly-owned Subsidiary of CTI as of the day after the Distribution Date.

“CTI Indemnitees” shall have the meaning ascribed thereto in the Distribution Agreement.

“CTI Pre-Distribution Group” means CTI and each Person that is a Subsidiary of CTI at any time before the end of the day of the Distribution Date, other than Verint and its Subsidiaries.

“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Agreement” shall have the meaning set forth in the Recitals.

“Distribution Date” shall have the meaning ascribed thereto in the Distribution Agreement.

“Group” means the CTI Pre-Distribution Group, CTI Group or the Comverse Group, as the context may require.

“Indemnifying Party” means any Person from which an Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement.

“Indemnified Party” means any Person seeking indemnification from an Indemnifying Party pursuant to the provisions of this Agreement.

“IRS” means the United States Internal Revenue Service.

“Merger” means the merger transaction contemplated by the Merger Agreement

“Merger Agreement” means the Agreement and Plan of Merger among Verint, Comverse Technology, Inc., and Victory Acquisition I LLC, dated as of August 12, 2012.

“Newco” shall have the meaning ascribed thereto in Section 6.13.

“Outside Notice Date” shall have the meaning ascribed thereto in the Distribution Agreement.

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“Party” and “Parties” shall have the meaning ascribed thereto in the introductory paragraph.

“Person” means any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or subdivision thereof.

“Post-Distribution Taxable Period” means a taxable period that begins on the day after the Distribution Date.

“Pre-Distribution Taxable Period” means a taxable period that ends at the end of the day of or before the Distribution Date.

“Prepared Tax Returns” shall have the meaning ascribed thereto in Section 3.01(a).

“Refund” means any refund of Taxes, including any reduction in liability for such Taxes by means of a credit, offset or otherwise.

“Statute of Limitations” means the period permitted by law during which a Tax Authority may assess and collect a Tax, which, for the avoidance of doubt, includes any extension or waiver of such period resulting from the utilization of any Tax Attribute.

“Straddle Period” means a taxable period that includes, but does not end on, the Distribution Date.

“Subsidiary” shall have the meaning ascribed thereto in the Distribution Agreement.

“Tax” or “Taxes” means all federal, state, local and foreign taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross receipts, capital, sales, use, gains, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, custom duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts imposed by any Tax Authority (domestic or foreign) and shall include any liability in respect of Taxes imposed by Treasury Regulations Section 1.1502-6, as transferee or successor, by contract or otherwise.

“Tax Attributes” means net operating losses, capital losses, earnings and profits, previously taxed income, credits, those items set forth in Section 381(c) of the Code and all other Tax attributes.

“Tax Authority” means the IRS and any other domestic or foreign governmental authority responsible for the administration, assessment or collection of Taxes.

“Tax Proceeding” means any audit or other examination, or any judicial or administrative proceeding, relating to liability for or Refunds with respect to Taxes.

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“Tax Returns” means all reports, returns, filings, declaration forms, claims for Refunds and statements filed or required to be filed with respect to Taxes; including any amendments thereto (whether on a separate, consolidated or unitary basis).

“Taxable Year” means the year or portion of a year on the basis of which taxable income is computed or during which a Tax is assessed.

“Transaction Party” shall have the meaning ascribed thereto in Section 6.02.

“Transfer Taxes” means any sales, use, stock transfer, real property transfer, real property gains, transfer, stamp, registration, documentary, recording or other similar duties or Taxes, together with any interest thereon, penalties, fines, costs, fee, additions to tax or additional amounts with respect thereto, incurred in connection with the transactions contemplated by the Distribution Agreement.

“Treasury Regulations” means the regulations under the Code promulgated by the United States Department of the Treasury.

“TSA” means the Transition Services Agreement, between Comverse and CTI, dated as of the date hereof.

“Verint” means Verint Systems Inc.

“Verint Tax Attribute” means a Tax Attribute of Verint that was not a Tax Attribute of the CTI Pre-Distribution Group.

Section 1.02. Other Definitional Provisions .

(a) Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Distribution Agreement.

(b) The words “hereof, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

ARTICLE II

RESPONSIBILITY, ALLOCATION, AND PAYMENT

Section 2.01. Responsibility for and Allocation of Taxes.

(a) Except as provided in Section 2.01(b), CTI and Comverse shall each be separately responsible for paying the Taxes of the CTI Pre-Distribution Group, CTI Group and the Comverse Group as follows: Comverse shall be responsible for paying all Taxes (i) of the CTI Pre-Distribution Group for the Pre-Distribution Taxable Period and the portion of any Straddle

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Period ending on the Distribution Date and (ii) of the Comverse Group for the Post-Distribution Taxable Period and the portion of any Straddle Period beginning on the day after the Distribution Date. CTI shall be responsible for paying all Taxes of the CTI Group for the Post-Distribution Taxable Period and the portion of any Straddle Period beginning on the day after the Distribution Date.

(b) Comverse shall be liable for any Transfer Taxes. The Parties shall cooperate in good faith to minimize the amount of any Transfer Taxes and to obtain any Refunds thereof. Unless otherwise required by applicable law, Comverse shall be responsible for preparing and timely filing any Tax Return relating to Transfer Taxes.

(c) In any case in which a Tax is assessed with respect to a Straddle Period, the Taxes, if any, attributable to a Straddle Period shall be allocated as follows: (i) Taxes based upon or related to income, gain or receipts shall be allocated based upon a closing of the books of the relevant members of the CTI Pre-Distribution Group, CTI Group and the Comverse Group as of the end of the day on the Distribution Date, provided, however, that credits, exemptions, depreciation, amortization and cost recovery deductions shall be taken into account in accordance with the principles of clause (iii) below; (ii) Taxes (other than those specified in (i)) imposed on specific transactions ( e.g. , sales and payroll) shall be allocated based on the day on which such transactions occur; and (iii) any Taxes not covered by clause (i) or (ii) above shall be allocated based upon the number of calendar days in the portion of the Straddle Period ending on the Distribution Date and the number of calendar days in the portion of the Straddle Period beginning the day after the Distribution Date, as determined on a per diem basis.

Section 2.02. Tax Attributes . Tax Attributes of the CTI Pre-Distribution Group existing on the Distribution Date shall be allocated between the CTI Group and the Comverse Group in accordance with the Code and Treasury Regulations (and any applicable state, local and foreign laws or regulations). CTI and Comverse shall jointly determine the amounts of such Tax Attributes as soon as reasonably practicable following the Distribution Date, and hereby agree to compute and to have their Subsidiaries compute, all Taxes for Taxable Years ending after the Distribution Date consistently with that determination, except as otherwise required by applicable law.

Section 2.03. Penalties, Additions to Tax and Interest . Penalties, fines, costs, fees, additions to Tax, interest and other similar items on any Tax deficiencies or overpayments will be allocated as the underlying deficiencies or overpayments are allocated under this Agreement.

Section 2.04. Payment of Taxes . Each of CTI and Comverse agrees to timely pay or cause to be timely paid all Taxes for which it is responsible pursuant to Section 2.01 (which, for the avoidance of doubt, shall not include any payment from one Party to the other for any use of, or any reduction in, any Tax Attributes of the CTI Pre-Distribution Group, CTI Group or the Comverse Group).

Comverse shall timely pay or cause to be paid to CTI, no later than five (5) days prior to the filing of a Tax Return, an amount equal to the Tax of Comverse determined under Sections 2.01(a), reflected on a Combined Return filed by CTI or a member of the CTI Group. CTI and Comverse shall each be responsible to timely pay or cause to be timely paid to the applicable Tax Authority all Taxes that are reflected on a Tax Return filed by a member of their respective Groups.

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Section 2.05. Allocation of Estimated Tax Payments . Any payment of estimated Taxes prior to the Distribution shall be allocated to, and treated as paid by, Comverse.

Section 2.06. Characterization of Distribution and Payments . For all applicable income Tax purposes, the CTI Pre-Distribution Group, the CTI Group and the Comverse Group agree to treat (i) the Distribution as a taxable distribution under the Code, (ii) any payment required to be made from one Party to the other Party pursuant to this Agreement as either a contribution by CTI to Comverse or a distribution by Comverse to CTI, as the case may be, occurring immediately prior to the Distribution Date, and (iii) any receipt or payment of interest or Refund or payment of non-federal Taxes by or to a Tax Authority, as includible in taxable income or deductible from taxable income, as the case may be, of the Party entitled or obligated under this Agreement to receive or make such payment, in either case except as otherwise mandated by applicable law.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS, COOPERATION

AND RECORD RETENTION

Section 3.01. Preparation of Tax Returns . (a) Comverse shall be responsible for the preparation of (i) all Tax Returns required to be filed by the Comverse Group and (ii) those Tax Returns required to be filed by the CTI Pre-Distribution Group or CTI Group as provided in the TSA. All such Tax Returns shall be prepared in a manner that is consistent with past practice, unless otherwise required by applicable law. Comverse shall be responsible for the preparation of all other Tax Returns required to be filed by the CTI Pre-Distribution Group. Notwithstanding any provision of the TSA, the CTI Pre-Distribution Group’s and the CTI Group’s U.S. federal income, New York State income, New York City income Tax Returns, and all material Tax Returns for the taxable years ending 1/31/2012 and 1/31/2013 (or such other date on which the taxable period ends, in the case of a short taxable period)(the “Applicable Tax Returns”) shall be reviewed and signed by a “big 4” accounting firm as preparer (the “Accounting Review Requirement”). For this purpose, the term “review” or “reviewed” means solely the processes and procedures that such accounting firm is required to perform in order to sign such Tax Returns as preparer. Prior to incurring any costs of such review, each of CTI and Comverse will in good faith work together with such accounting firm to agree upon the costs (the “Accounting Review Costs”), scope of work, and the terms of the engagement with respect to the Accounting Review Requirement. Comverse shall bear the entire cost of the preparation of such Tax Returns, and both Comverse and CTI shall equally bear the cost of the Accounting Review Costs. With respect to all other Tax Returns, the Party required to prepare any such Tax Return pursuant to this Section 3.01 shall bear all costs relating to the preparation of such Tax Return, including costs for the use of third party contractors, except as otherwise provided in the TSA. To the extent a CTI officer no longer serving in such capacity with CTI (or its successor) is permitted to sign the U.S. federal consolidated income, New York State income and New York City income Tax Returns for the taxable years ending 1/31/2012 of the CTI Pre-Distribution Group (but only to the extent such return has not been filed by the date of the Merger) and

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1/31/2013 of the CTI Group (the “Prepared Tax Returns”), the chief financial officer of CTI as of January 31, 2013, to the extent then employed as an officer of Comverse, shall sign the Prepared Tax Returns as taxpayer. If such CTI officer is not able to sign the Prepared Tax Returns, a responsible corporate officer of Comverse shall provide to Verint the 2013 certification (or 2012 certification, if necessary) set forth in Schedule 3.01.

CTI or Comverse, as the case may be, shall be permitted to review and comment on any Tax Return prepared by the other Party pursuant to this Section 3.01(a) for which Taxes are allocated in accordance with Section 2.01. In particular, the Party that prepares such Tax Return shall deliver a copy of such Tax Return, together with a statement calculating the portion of the Taxes payable by the other Party, if any, to the other Party for such Party’s review and consent, not to be unreasonably withheld, no later than twenty (20) days prior to the due date for filing thereof or such shorter period as the circumstances require (but only in the case of non-income Tax Returns). Any dispute in respect of any such Tax Return shall be resolved by a mutually agreed, independent, internationally recognized accounting firm. If the Parties cannot mutually agree on the accounting firm to resolve such dispute, each Party shall choose an independent, internationally recognized accounting firm, and the mutual conclusion reached by these two accounting firms shall resolve such dispute. If these two accounting firms do not reach a mutual conclusion in resolution of the dispute, the two accounting firms shall mutually choose a third independent, internationally recognized accounting firm to resolve the dispute and such third accounting firm’s resolution shall be final as between the Parties. The costs of each of the Parties, including any costs incurred to engage its chosen accounting firm, shall become the sole cost and responsibility of the choosing Party, and the costs related to the third accounting firm shall be the responsibility of the Party that does not prevail in the dispute. The Party required to file any Tax Return subject to a dispute shall file such disputed Tax Return on the due date thereof (taking into account any applicable timely filed extension) in the manner that it sees fit, without prejudice to the resolution of such dispute.

(b) Except as provided in Section 4.02 below or as otherwise required by applicable law, neither Party nor any of its Affiliates shall amend, refile, revoke, rescind or otherwise modify any Tax Return, Tax election or method of accounting filed for CTI with respect to any taxable year ending on or prior to the end of the year that includes the Distribution Date or the CTI Pre-Distribution Group with respect to a Pre-Distribution Taxable Period without the prior written consent of the other Party, which consent may not be unreasonably withheld.

(c) For the avoidance of doubt, in the preparation of any Tax Return pursuant to this Article III, no election shall be made pursuant to Treasury Regulations Section 1.1502-36(d)(6)(i)(B).

Section 3.02. Filing of Tax Returns . The Party required to file any Tax Return prepared in accordance with Section 3.01 shall file such Tax Return on or prior to the due date (taking into account any applicable timely filed extension) for filing thereof.

Section 3.03. Cooperation; Maintenance and Retention of Records . CTI and Comverse shall, and shall cause the CTI Group and the Comverse Group respectively to, provide the requesting Party with such assistance, access to personnel, and documents as may be reasonably requested by such Party, including, for the avoidance of doubt, the execution of any document, in

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connection with (i) the preparation of any Tax Return, (ii) the conduct of any Tax Proceeding, (iii) any matter relating to Taxes of any member of the CTI Pre-Distribution Group, CTI Group or Comverse Group, (iv) any other matter that is a subject of this Agreement, and (v) to allow CTI to update the Chucktaylor Disclosure Letter (as defined in the Merger Agreement). CTI and Comverse shall retain or cause to be retained all Tax Returns, schedules and workpapers, and all material records or other documents relating thereto, in each case, that are currently in their possession, until the expiration of the Statute of Limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional period that any Party reasonably requests, in writing, with respect to specific material records or documents. A Party intending to destroy any material records or documents shall provide the other Party with reasonable advance written notice and the opportunity to copy or take possession of such records and documents, at the expense of the requesting Party. The Parties hereto will notify each other in writing of any waivers or extensions of the applicable Statute of Limitations that may affect the period for which the foregoing records or other documents must be retained.

Section 3.04. Provision of Tax Returns, Workpapers, Etc . Prior to the Distribution Date, Comverse shall provide and CTI shall have in its possession true and complete copies of each Tax-related document that Comverse has in its possession that is referenced in Section 3.03 with respect to Comverse and each of its Subsidiaries for each Taxable Year beginning with 2008 through the Taxable Year of the Distribution. At its own expense, Comverse shall use reasonable best efforts to solicit (no later than the Distribution Date) from Ernst & Young LLP and/or any other relevant tax advisor the documents referenced in Section 3.03 for Taxable Years beginning with 1999 through the Taxable Year of the Distribution, and provide such documents to CTI as soon as reasonably practicable following receipt thereof (it being understood that Comverse shall not be required to incur any extraordinary expense (for the avoidance of doubt, not to include valid past due charges for accounting and Tax services) to satisfy its obligations under this Section 3.04, with respect to Taxable Years 1999 through 2007).

ARTICLE IV

REFUNDS

Section 4.01. Refunds of Taxes . Except as provided in Section 4.02 below, Comverse and CTI shall each be entitled to receive and retain any Refund relating to Taxes (plus any interest thereon received with respect thereto from the applicable Tax Authority) for which such Party is or may be liable pursuant to Articles II and V of this Agreement. A Party receiving a Refund to which another Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled (plus any interest thereon received with respect thereto from the applicable Tax Authority less any Taxes payable by reason of the receipt of such Refund and interest) within thirty (30) days after the receipt of the Refund.

Section 4.02. Carrybacks . (a) The carryback of any loss, credit or other Tax Attribute in any Post-Distribution Taxable Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign laws or regulations).

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(b)(i) Subject to Section 4.02(c) and (d), in the event that any member of the Comverse Group realizes any loss, credit or other Tax Attribute in any Post-Distribution Taxable Period, such member may elect to carry back such loss, credit or Tax Attribute to a Pre-Distribution Taxable Period or the portion of a Straddle Period ending on the Distribution Date. CTI shall cooperate with Comverse and such member in seeking from the appropriate Tax Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at Comverse’s cost and expense. Comverse shall be entitled to any Refund (or other Tax benefit) received by the CTI Group (including any interest thereon received from such Tax Authority less any Taxes payable by reason of the receipt of such Refund and interest) attributable to such carryback, if such Refund is allocable to the Comverse Group under the principles of Section 4.01, within thirty (30) business days after such Refund (or other Tax benefit) is received.

(ii) Subject to Section 4.02(c) and (d), in the event that any member of the CTI Group realizes any loss, credit or other Tax Attribute in any Post-Distribution Taxable Period, such member may elect to carry back such loss, credit or Tax Attribute to a Pre-Distribution Taxable Period or the portion of a Straddle Period ending on the Distribution Date. Comverse shall cooperate with CTI and such member in seeking from the appropriate Tax Authority any Refund that reasonably would result from such carryback (including by filing an amended Tax Return) at CTI’s cost and expense. CTI shall be entitled to any Refund (or other Tax benefit) received by the Comverse Group (including any interest thereon received from such Tax Authority less any Taxes payable by reason of the receipt of such Refund and interest) attributable to such carryback, if such Refund is allocable to the CTI Group under the principles of Section 4.01, within thirty (30) business days after such Refund (or other Tax benefit) is received.

(c) Except as otherwise provided by applicable law, if the CTI Group and the Comverse Group both may carry back a loss, credit or other Tax Attribute to the same Pre-Distribution Taxable Period or the portion of a Straddle Period ending on the Distribution Date, any Refund (or other Tax benefit) resulting therefrom shall be allocated between CTI and Comverse proportionately based on the relative amounts of the Refunds (or other Tax benefits) to which the CTI Group and the Comverse Group, respectively, would have been entitled had its carryback been the only carryback to such taxable period.

(d) To the extent that the amount of a Refund to which a Party is entitled under this Section 4.02 is reduced by the applicable Tax Authority as a result of the offset of such amount against a Tax of the other Party, as allocated under this Agreement, the Party which receives the benefit of such offset shall appropriately compensate the other Party within thirty (30) days of receipt or actual utilization of such benefit.

ARTICLE V

INDEMNIFICATION

Section 5.01. Indemnification by CTI . CTI shall pay, and shall indemnify and hold the Comverse Indemnitees harmless from and against, without duplication, (i) all Taxes allocable to CTI under Article II, (ii) all Taxes incurred by the Comverse Group by reason of the breach by CTI of any of its covenants hereunder, and (iii) any costs and expenses related to this Section 5.02 (including, without limitation, reasonable attorneys’ fees and expenses).

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Section 5.02. Indemnification by Comverse . Comverse shall pay, and shall indemnify and hold the CTI Indemnitees harmless from and against, without duplication, (i) all Taxes allocable to Comverse under Article II, (ii) all Taxes incurred by the CTI Pre-Distribution Group or CTI Group by reason of the breach by Comverse of any of its covenants hereunder, and (iii) any costs and expenses related to this Section 5.02 (including, without limitation, reasonable attorneys’ fees and expenses). For the avoidance of doubt, notwithstanding anything to the contrary (including Section 2.04), the indemnity obligations of Comverse pursuant to this Section 5.02 shall include indemnifying CTI for Taxes payable by CTI (which, for the avoidance of doubt, shall include any Taxes offset by the use of a Verint Tax Attribute) in any Post-Distribution Taxable Period (or any portion thereof) of CTI, as a result of any: (1) change in method of accounting for a taxable period (or portion thereof) ending on or before the Distribution Date, including under Section 481(a) of the Code or any comparable or similar provision of state, local, or foreign law; (2) installment sale or other open transaction entered into on or prior to the Distribution Date; (3) prepaid amount received on or prior to the Distribution Date; (4) closing agreement described in Section 7121 of the Code or any comparable or similar provision of state, local or foreign law executed on or prior to the Distribution Date; or (5) indebtedness discharged in connection with any election under Section 108(i) of the Code made on or prior to the Distribution Date. Notwithstanding anything to the contrary in this Agreement, this Section 5.02 shall not require Comverse to indemnify any CTI Indemnitees for the use of, or any reduction in, any Tax Attributes of the CTI Pre-Distribution Group, CTI Group or the Comverse Group.

Section 5.03. Audits .

(a) If an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article II or V, such Indemnified Party shall promptly (and in any event by the Outside Notice Date) notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly (and in any event within 10 business days) forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date the Indemnified Party gives the required notice). For the avoidance of doubt, knowledge of the commencement of a Tax Proceeding by a Person who is an officer or director of both CTI and Comverse shall not constitute notice for purposes of this Section 5.03.

(b) Any extension of the Statute of Limitations for any Taxes or a Tax Return prepared in accordance with Section 3.01 for any Pre-Distribution Taxable Period or a Straddle Period shall be made by the Party required to file such Tax Return or pay such Taxes to a Taxing Authority; provided that to the extent such Taxes or Tax Return may result in an indemnity payment pursuant to this Agreement by the Party other than the filing Party, the Indemnifying Party may, in its reasonable discretion, require that the filing Party extend the applicable Statute of Limitations for such period as determined by the Indemnifying Party.

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(c) The Indemnifying Party shall be entitled to participate in the defense of a Tax Proceeding and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnified Party, the Indemnifying Party may assume the defense thereof with counsel selected by the Indemnifying Party; provided , however , that such counsel is not reasonably objected to by the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Tax Proceeding, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Tax Proceeding so requires), notify the Indemnified Party of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnified Party for legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided , however , that such Indemnified Party shall have the right to employ counsel to represent such Indemnified Party if, in such Indemnified Party’s reasonable judgment, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnified Party shall have given notice of the Tax Proceeding as provided above). If the Indemnifying Party so elects to assume the defense of any Tax Proceeding, all of the Indemnified Parties shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided records and witnesses as soon as reasonably practicable after receiving any request from or on behalf of the Indemnifying Party.

(d) If the Indemnifying Party acknowledges in writing responsibility under this Section 5.03 for a Tax Proceeding, then in no event will the Indemnified Party admit any liability with respect to, or settle, compromise or discharge, any Tax Proceeding without the Indemnifying Party’s prior written consent; provided , however , that the Indemnified Party shall have the right to settle, compromise or discharge such Tax Proceeding without the consent of the Indemnifying Party if the Indemnified Party releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Tax Proceeding and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Tax Proceeding, the Indemnified Party will agree to any settlement, compromise or discharge of a Tax Proceeding that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Tax Proceeding and releases the Indemnified Party completely in connection with such Tax Proceeding and that would not otherwise adversely affect the Indemnified Party. If an Indemnifying Party elects not to assume the defense of a Tax Proceeding, or fails to notify an Indemnified Party of its election to do so as provided herein, such Indemnified Party may compromise, settle or defend such Tax Proceeding.

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(e) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Tax Proceeding (and shall be liable for the fees and expenses of counsel incurred by the Indemnified Party in defending such Tax Proceeding) if the Tax Proceeding seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Tax Proceeding can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

(f) If a Tax Proceeding involves a Tax adjustment that may reasonably be expected to result solely in the reduction or loss of a Tax Attribute that was allocated under Section 2.02, and: (i) such Tax Attribute is allocable solely to CTI under Section 2.02, CTI shall have the right to control all proceedings and make all decisions in connection with the defense and settlement of such Tax adjustment (including selection of counsel) at its own expense, and Comverse shall have the right to participate in such proceeding, but not control such Tax Proceeding or make decisions in connection with the defense and settlement of such proceeding, at its sole expense; (ii) such Tax Attribute is allocable solely to Comverse under Section 2.02, Comverse shall have the right to control all proceedings and make all decisions in connection with the defense and settlement of such Tax adjustment (including selection of counsel) at its own expense, and CTI shall have the right to participate in such proceeding, but not control such proceeding or make decisions in connection with the defense and settlement of such proceeding, at its sole expense; (iii) such Tax Attribute was allocated under Section 2.02 to both CTI and Comverse, the Parties shall cooperate in the defense of such Tax Proceeding and mutually agree to any settlement of such Tax adjustment (each at its own expense). Notwithstanding anything to the contrary in this Agreement, neither Party shall settle any Tax Proceeding involving a Tax Attribute allocated under Section 2.02 of the other Party, without such other Party’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), if the resolution of such Tax Proceeding adversely affects such Tax Attribute of such other Party.

Section 5.04. Payment . If an Indemnifying Party is required to indemnify an Indemnified Party pursuant to this Article V, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Article V, in sufficient detail. Subject to the following sentence, the Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Article V. If the Indemnifying Party disagrees with such calculations, it must notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. Any dispute regarding such calculations shall be resolved in accordance with the dispute resolution mechanism of Section 3.01(a) of this Agreement.

Section 5.05. Time Limits . Any claim under this Article V with respect to a Tax must be made no later than sixty (60) days after the expiration of the applicable Statute of Limitations for assessment of such Tax.

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ARTICLE VI

MISCELLANEOUS

Section 6.01. Termination of Prior Tax Sharing Agreements . This Agreement shall take effect on the Distribution Date and shall replace all tax sharing and other similar agreements, whether or not written, in respect of any Taxes between or among the CTI Group on the one hand and the Comverse Group on the other. All such replaced agreements shall be canceled as of the Distribution to the extent they relate to the Comverse Group, and any rights or obligations of the CTI Group or the Comverse Group existing thereunder thereby shall be fully and finally settled without any payment by any Party thereto.

Section 6.02. Merger or Consolidation . Neither CTI nor Comverse (in either case, the “ Transaction Party ”) shall (i) consolidate with or merge into any Person or permit any Person to consolidate with or merge into the Transaction Party (other than a merger or consolidation in which the Transaction Party is the surviving or continuing corporation) or (ii) sell, assign, transfer, lease or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all of the assets of the Transaction Party, unless the resulting, surviving or transferee Person shall expressly assume, by instrument in form and substance reasonably satisfactory to the other Party, all of the obligations of the Transaction Party under this Agreement.

Section 6.03. Subsidiaries . Each of the Parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary (as defined in the Distribution Agreement) of such Party or by any entity that is contemplated to be a Subsidiary of such Party on or after the Distribution Date.

Section 6.04. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of New York, without reference to choice of law principles, including matters of construction, validity and performance.

Section 6.05. Amendment . This Agreement may be amended, modified or supplemented only by a written Agreement signed by all of the Parties hereto.

Section 6.06. Notices . Notices, requests, permissions, waivers, referrals and all other communications hereunder shall be in writing and shall be deemed to have been duly given if signed by the respective Persons giving them (in the case of any corporation, the signature shall be by an officer thereof) and delivered by hand or by telecopy or on the date of receipt indicated on the return receipt if mailed (registered or certified, return receipt requested, properly addressed and postage prepaid):

If to CTI, to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention: General Counsel

If to Comverse, to:

Comverse, Inc.

200 Quannapowitt Parkway

Wakefield, MA 01880

Attention: General Counsel

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Such names and addresses may be changed by notice given in accordance with this Section 6.06

Section 6.07. Entire Agreement . This Agreement contains the entire understanding of the Parties hereto with respect to the subject matter contained herein, and supersedes and cancels all prior agreements, negotiations, correspondence, undertakings and communications of the Parties, oral or written, respecting such subject matter.

Section 6.08. Headings; References . The article. section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to “Articles” or “Sections” shall be deemed to be references to Articles or Sections hereof unless otherwise indicated.

Section 6.09. Counterparts . This Agreement may be executed in one or more counterparts and each counterpart shall be deemed to be an original, but all of which shall constitute one and the same original.

Section 6.10. Parties in Interest; Assignment; Successor . Neither this Agreement nor any of the rights, interest or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Party. Notwithstanding the preceding sentence, this Agreement shall inure to the benefit of and be binding upon CTI and Comverse and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement.

Section 6.11. Waiver of Jury Trial . The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

Section 6.12. Severability; Enforcement . The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each Party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law, and each Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

Section 6.13. Creation of CTI Subsidiary . At the request of Verint (and provided such request is made with at least 20 days notice), the Parties agree that CTI shall, on or before January 24, 2013, form a wholly-owned incorporated Subsidiary under Delaware law (“Newco”), and CTI shall contemporaneously transfer to Newco as much of its Retained Assets (as such term is defined in the Merger Agreement) as is available.

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Section 6.14. Effective Date . This Agreement shall become effective only upon the occurrence of the Distribution.

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IN WITNESS WHEREOF, each of the Parties has caused this Tax Disaffiliation Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above.

[ Signature Page to Tax Disaffiliation Agreement ]

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Schedule 3.01

Comverse, Inc.

Certification for Tax Filing

For the Tax Year ended January 31, 2013

The undersigned officer of Comverse, Inc. (“Comverse”) hereby certifies to each of Victory Acquisition I LLC (as successor to Comverse Technology, Inc. (“CTI”)) and Verint Systems Inc., with respect to the Tax Filing (as defined below), as follows:

I understand that each of Victory Acquisition I LLC and Verint Systems Inc. will rely on this certification, among other things, in signing the Tax Filing and attesting that it is true, correct and complete.

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If I at any time become aware of any information which may make any of my responses inaccurate or incorrect in any material respect, I will immediately advise [              ] of Verint Systems Inc., who can be reached at (                      ).

Please enter your name, title, and date below and sign.

[TO BE SIGNED BY A SENIOR EXECUTIVE OFFICER (SUCH AS CHIEF ACCOUNTING OFFICER, ETC.)]

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Exhibit 10.4

EMPLOYEE MATTERS AGREEMENT

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

WHEREAS, contemporaneously herewith, CTI and Comverse are entering into a Distribution Agreement pursuant to which the Parties have set out the terms on which, and the conditions subject to which, they wish to implement the Distribution (as defined in the Distribution Agreement) (such agreement, as amended, restated or modified from time to time, the “ Distribution Agreement ”); and

WHEREAS, in connection therewith, CTI and Comverse have agreed to enter into this Agreement to allocate between them assets, liabilities and responsibilities with respect to certain employee compensation, pension and benefit plans, programs and arrangements and certain employment matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants and other provisions set forth in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1 Definitions . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement and the following terms shall have the following meanings:

“ Assumed Health and Welfare Plans ” shall have the meaning set forth in Section 5.2.

“ Benefit Plan ” shall mean with respect to an entity, (a) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and all other employee benefits arrangements, policies or payroll practices (including, without limitation, severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangements sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). When immediately preceded by “CTI,” Benefit Plan means any Benefit Plan sponsored solely by CTI. When immediately preceded by “Comverse,” Benefit Plan means any Benefit Plan sponsored solely by Comverse.

“ Black-Scholes Value ” shall mean the value of an Option determined in accordance with a pricing model that includes the stock price of the underlying shares of common stock, the exercise price of the CTI Option or Comverse Option, as applicable, and the expected standard deviation of the return of the underlying common stock, with such volatility parameters based on assumptions that are determined by the board of directors of CTI, in its sole discretion.

“ Cash Incentive Plans ” shall mean any of the annual or short term cash incentive plans of CTI or Comverse, all as in effect as of the time relevant to the applicable provisions of this Agreement, including, without limitation, the Comverse Technology, Inc. Restatement Bonus Plan, the 2012 GET Executive Bonus Plan, the Spin-Off Plan and the 2012 Comverse Incentive Compensation Plan.

“ Comverse Conversion Ratio ” shall mean the quotient obtained by dividing (A) the published closing trading price of a share of Comverse common stock listed on the NASDAQ Stock Exchange on the Distribution Date by (B) the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange traded “regular way” on the day prior to the Distribution Date.

“ Comverse Employee ” shall mean each individual employed by Comverse immediately before the Effective Time.

“ Comverse Executive Severance Protection Plan ” shall have the meaning set forth in Section 2.4.

“ CTI 401(k) Plan ” shall mean the Comverse Technology, Inc. 401(k) Retirement Savings Plan.

“ CTI Conversion Ratio ” shall mean the quotient obtained by dividing (A) the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange on the Distribution Date by (B) the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange traded “regular way” on the day prior to the Distribution Date.

“ CTI Employee ” shall mean each individual employed by CTI immediately before the Effective Time.

“ CTI Executive Severance Protection Plan ” shall mean the Comverse Technology, Inc. Executive Severance Protection Plan, dated as of November 11, 2008.

“ CTI Severance Plans ” shall mean the CTI Executive Severance Protection Plan and any other severance plans, policies or programs of CTI.

“ CTI Stock Incentive Plans ” shall mean each of CTI’s stock incentive compensation plans, including, without limitation, the Boston Technology, Inc. 1996 Stock Incentive Plan, the Comverse Technology, Inc. 2011 Stock Incentive Compensation Plan, the Comverse Technology, Inc. 2005 Stock Incentive Compensation Plan, the Comverse Technology, Inc. 2004 Stock

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Incentive Compensation Plan, the Comverse Technology, Inc. 2001 Stock Incentive Compensation Plan, the Comverse Technology, Inc. 2000 Stock Incentive Compensation Plan, the Comverse Technology, Inc. 1999 Stock Incentive Compensation Plan, and the Comverse Technology, Inc. 1996 Stock Incentive Compensation Plan.

“ COBRA ” shall mean the continuation coverage requirements for group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code section 4980B and ERISA sections 601 though 608.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, or successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision.

“ Distribution Date ” shall have the meaning assigned to such term in the Distribution Agreement; provided that for purposes of this Agreement, if the Effective Time occurs after the close of trading of CTI common stock on a particular trading date, the Distribution Date shall be deemed to be the next such trading date.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in force under that provision.

“ Health and Welfare Plans ” shall mean any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including, without limitation, PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including, without limitation, premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including, without limitation, any such plan, fund or program as defined in Section 3(1) of ERISA.

“ Liability ” or “ Liabilities ” shall have the meaning set forth in the Distribution Agreement.

“ Offer Employees ” shall have the meaning set forth in Section 2.1.

“ Option ” when immediately preceded by “CTI” shall mean an Option to purchase shares of CTI common stock pursuant to a CTI Stock Incentive Plan. When immediately preceded by “Comverse,” an Option shall mean an Option to purchase shares of Comverse common stock following the Effective Time pursuant to the Comverse Stock Incentive Plan.

“ Person ” shall have the meaning set forth in the Distribution Agreement.

“ Remaining CTI Employees ” shall have the meaning set forth in Section 2.1.

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“ Spin-Off Plan ” shall mean the Comverse Technology, Inc. Spin-Off Compensation Plan.

“ Stock Units ” (a) when immediately preceded by “CTI,” means a restricted stock unit or deferred stock unit issued under a CTI Stock Incentive Plan representing a general unsecured promise by CTI to pay the value of shares of CTI common stock in cash or shares of CTI common stock and, (b) when immediately preceded by “Comverse,” means a restricted stock unit issued pursuant to this Agreement representing a general unsecured promise by Comverse to pay the value of shares of Comverse common stock in cash or shares of Comverse common stock.

“ Transferred Employees ” shall have the meaning set forth in Section 2.1.

“ Transition Period ” shall mean the period of time from and after the Effective Time until the earlier of (i) the date the separate existence of CTI shall cease or that CTI is acquired by reason of a merger, dissolution or otherwise and (ii) such other date, as determined by the board of directors of Comverse.

“ Transition Services Agreement ” shall mean the Transition Services Agreement by and between Comverse Technology, Inc. and Comverse, Inc., dated as of _______, 2012.

“ Verint ” shall mean Verint Systems Inc., a Delaware Corporation.

ARTICLE II

EMPLOYMENT MATTERS

Section 2.1 Employment of CTI Employees . Not later than twenty (20) Business Days prior to the Effective Time, Comverse shall extend written offers of employment to certain CTI Employees (the “ Offer Employees ”) on terms and conditions substantially similar to those in effect with respect to the Offer Employee as in effect as of immediately before the Effective Time. Each Offer Employee who accepts the Comverse offer of employment shall commence employment with Comverse as of the Effective Time (the “ Transferred Employees ”). CTI Employees who are not Transferred Employees shall continue to be employees of CTI immediately after the Effective Time (the “ Remaining CTI Employees ”).

Section 2.2 Paid Time Off . Comverse shall honor all accrued but untaken or unpaid vacation credited to Transferred Employees under the paid time off plans of CTI as of the Effective Time.

Section 2.3. CTI Employment Agreements . As of the Effective Time, any employment agreement, offer letter or other similar agreement or arrangement between CTI and any employee (other than a Remaining CTI Employee) shall be hereby assigned by CTI to Comverse, and Comverse will hereby assume such agreement and all Liabilities under such agreement, subject to obtaining any necessary consents. The Parties shall use reasonable efforts to obtain any necessary consents from Transferred Employees to effectuate such assignment and assumption.

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Section 2.4 Severance Plans . Neither a Comverse Employee nor a CTI Employee shall be deemed to have terminated employment for purposes of determining eligibility for severance benefits in connection with or in anticipation of the consummation of the transactions contemplated by the Distribution Agreement. Other than as set forth in the penultimate sentence of this Section 2.4, CTI shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination of any Remaining CTI Employee’s employment that occurs following the Effective Time, including any amounts required to be paid (including any payroll or other taxes), and the costs of providing benefits, under the CTI Severance Plans. As of the Effective Time, Comverse Employees and Transferred Employees will cease to participate in the CTI Executive Severance Protection Plan. In connection with the Distribution, Comverse shall establish a severance plan for the benefit of certain Comverse Employees and Transferred Employees that is substantially similar in all material respects to the CTI Executive Severance Protection Plan (the “ Comverse Executive Severance Protection Plan ”). Comverse shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination of any Comverse Employee’s or any Transferred Employee’s employment that occurs following the Effective Time, including, without limitation, any amounts required to be paid (including, without limitation, payroll or other taxes), and the costs of providing benefits, under the Comverse Executive Severance Protection Plan. In addition, Comverse shall be solely responsible for all amounts required to be paid and the costs of providing benefits to employees of CTI whose employment is terminated in connection with, or in anticipation of, the Distribution. In addition, the Parties hereby agree that if any payments to be made by either Comverse or CTI to any employee or former employee of Comverse or CTI is conditioned on a release of claims and if such payment is under an arrangement in effect prior to the Effective Time or in respect of the period prior to the Effective Time, then as a condition to the payment to the applicable employee, Comverse and CTI will include Verint, its Subsidiaries and their respective officers, directors and employees as one of the parties required to be released.

Section 2.5 Workers’ Compensation Liabilities . All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Comverse Employee, Transferred Employee or Remaining CTI Employee that results from an accident occurring, or from an occupational disease which becomes manifest, before, on or after the Effective Time shall be retained by Comverse, other than Liabilities in respect of Remaining CTI Employees that result from an accident occurring, or from an occupational disease which becomes manifest, after the Transition Period.

Section 2.6 Payroll Taxes and Reporting of Compensation . Comverse shall bear responsibility for payroll administration obligations and for the proper reporting to the appropriate governmental authorities of compensation earned by (i) Comverse Employees and Transferred Employees after the Effective Time and (ii) Remaining CTI Employees during the Transition Period.

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ARTICLE III

BENEFIT PLANS GENERALLY

Section 3.1 Assumption of Benefit Plan Liabilities In General . Except as otherwise specifically provided in this Agreement and the Distribution Agreement, as of the Effective Time, (i) with respect to any Liability or obligation to, or in respect of, the Comverse Employees and the Transferred Employees, whether arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) prior to, at, or following, the Effective Time, Comverse shall assume and be solely responsible for all such Liabilities and obligations whatsoever with respect to the Comverse Employees and the Transferred Employees to the extent such Liabilities and obligations arise or arose under any Benefit Plan, and (ii) with respect to any Liability or obligation to, or in respect of, the Remaining CTI Employees whether arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) prior to, at, or following, the Effective Time, CTI shall assume and be solely responsible for all such Liabilities and obligations whatsoever with respect to the Remaining CTI Employees to the extent such Liabilities and obligations arise or arose under any Benefit Plan. The Parties agree that none of the transactions contemplated by the Distribution Agreement or this Agreement, constitutes a “change in control,” “change of control” or similar term, as applicable, within the meaning of any applicable Benefit Plan.

ARTICLE IV

401(K) PLAN

Section 4.1 401(k) Plan . As of the Effective Time, (i) Comverse shall hereby assume and CTI shall hereby transfer sponsorship of the CTI 401(k) Plan and Comverse shall assume all assets and Liabilities thereunder; (ii) Comverse shall become the “Employer” for purposes of the CTI 401(k) Plan and CTI shall cease to be a participating employer in the CTI 401(k) Plan; and (iii) Remaining CTI Employees shall cease to be eligible to make contributions or have contributions made on their behalf under the CTI 401(k) Plan. With respect to the Remaining CTI Employees, in lieu of a year-end matching contribution in respect of the 2012 calendar year, CTI shall make a lump sum cash payment to the Remaining CTI Employees who remain employed with CTI through December 31, 2012, to be made on or prior to March 15, 2013. The amount of such payments will be determined by CTI in its discretion, and will be intended to approximate the amount of the matching contribution that would otherwise be made to each such CTI Employee for the 2012 calendar year under the CTI 401(k) Plan, without taking into account any tax or deferral benefits.

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ARTICLE V

HEALTH AND WELFARE PLANS

Section 5.1 Comverse Health and Welfare Plans . Following the Effective Time, Comverse shall retain, and CTI shall have no obligation whatsoever with regard to, all Liabilities under, or with respect to the Comverse Health and Welfare Plans.

Section 5.2 Assumption of CTI Health and Welfare Plans . Effective as of the Effective Time, Comverse shall hereby assume sponsorship of all CTI Health and Welfare Plans, any trust or other funding arrangement established or maintained with respect to such plans or any assets held as of the Effective Time with respect to such plans, and any Liabilities relating to, or arising out of, or resulting from health and welfare coverage or claims incurred on behalf of Comverse Employees, Transferred Employees or Remaining CTI Employees or their covered dependents under the CTI Health and Welfare Plans prior to, on or after the Effective Time (together with the Comverse Health and Welfare Plans, the “ Assumed Health and Welfare Plans ”). In addition, to the extent permitted by applicable Law, during the Transition Period, Remaining CTI Employees shall continue to participate in the Assumed Health and Welfare Plans. Comverse shall provide to CTI an invoice and CTI shall pay Comverse in accordance with Section 3 of the Transition Services Agreement, for the costs associated with (i) providing coverage to the Remaining CTI Employees and their covered dependents under the Assumed Health and Welfare Plans during the Transition Period and (ii) the assumption by Comverse of any Liabilities relating to Remaining CTI Employees or their covered dependents under the Assumed Health and Welfare Plans for periods prior to the Effective Time. Such invoice shall allocate the direct costs of providing such coverage and assuming such Liabilities, based on the Remaining CTI Employees’ claims experience, in accordance with past practice.

Section 5.3 COBRA and HIPAA Compliance . Comverse shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of the Health Insurance Portability and Accountability Act of 1996, and the corresponding provisions of the Assumed Health and Welfare Plans with respect to Comverse Employees, Transferred Employees and Remaining CTI Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Health and Welfare Plans at any time before, on or after the Effective Time.

Section 5.4 Vendor Contracts . The Parties shall use commercially reasonable efforts to obligate the third-party administrator of each administrative-services-only contract with a third-party administrator that relates to any of the Assumed Health and Welfare Plans (an “ ASO Contract ”), each group insurance policy that relates to any of the Assumed Health and Welfare Plans (“ Group Insurance Policies ”) and each agreement with a Health Maintenance Organization that provides medical services under the Assumed Health and

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Welfare Plans (“ HMO Agreements ”), in each case, in existence as of the date of this Agreement that is applicable to Remaining CTI Employees, to enter into a separate ASO Contract, Group Insurance Policy and HMO Agreement, as applicable, with CTI providing for similar terms and conditions as are contained in the ASO Contracts, Group Insurance Policies and HMO Agreements, as applicable, to which Comverse is a party. Such terms and conditions shall include, without limitation, the financial and termination provisions, performance standards, methodology, auditing policies, quality measures and reporting requirements.

ARTICLE VI

CASH INCENTIVE PLANS

Section 6.1 Determination of Bonus Awards . Comverse shall be responsible for determining all bonus awards that would otherwise have been payable under the Cash Incentive Plans to Comverse Employees and Transferred Employees for the year in which the Effective Time occurs. Comverse shall also determine for Comverse Employees and Transferred Employees (i) the extent to which established performance criteria (as interpreted by Comverse, in its sole discretion) have been met, and (ii) the payment level for each Comverse Employee and Transferred Employee. Comverse shall provide information to CTI with respect to the attainment of applicable performance criteria on a timely basis. Based on such information provided by Comverse, CTI shall make all determinations with respect to bonus awards payable under the Cash Incentive Plans for Remaining CTI Employees.

Section 6.2 Liability for Bonus Awards . Comverse shall assume all Liabilities with respect to any such bonus awards payable to Comverse Employees and Transferred Employees for the year in which the Effective Time occurs and thereafter. CTI shall retain all Liabilities with respect to any bonus awards payable under the Cash Incentive Plans to Remaining CTI Employees for the year in which the Effective Time occurs and thereafter.

ARTICLE VII

STOCK INCENTIVE PLANS

Section 7.1 CTI Stock Incentive Plans . The Parties shall take all actions necessary or appropriate so that each outstanding CTI Option and CTI Stock Unit granted under any CTI Stock Incentive Plan held by an individual shall be adjusted as set forth in this Article VII. The adjustments set forth below shall be the sole adjustments with respect to CTI Options and CTI Stock Units in connection with the Distribution and the other transactions contemplated by the Distribution Agreement, and such adjustments will be consistent with the provisions of Section 409A of the Code and the applicable stock exchange listing standards. The Distribution shall not constitute a “change in control” or “change of control” under any award agreement, employment agreement or CTI Stock Incentive Plan. As soon as practicable following the Effective Time, Comverse shall issue or amend award agreements with respect to (i) Comverse Options and Comverse Stock Units for Comverse Employees and Transferred Employees and (ii) CTI Options and CTI Stock Units for Remaining CTI Employees, reflecting the terms and conditions of such awards in accordance with this Article VII.

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Section 7.2 CTI Options . CTI Options will be adjusted as described below, based on (1) the optionholder’s employer following the Distribution and (2) whether such CTI Options have an exercise price that is (A) equal to or less than the published closing price of a share of CTI common stock on the NASDAQ Stock Exchange on the date prior to the Distribution Date (“ In-The-Money Options ”), (B) not an In-The-Money Option, but is equal to or less than $10.52 per share (“ Group A CTI Options ”) or (C) greater than $10.52 per share (the “ Group B CTI Options ”). As of the Effective Time, (1) CTI Options held by Comverse Employees or Transferred Employees will be converted into Comverse Options and (2) CTI Options held by Remaining CTI Employees will remain as CTI Options.

(a) Comverse Employees and Transferred Employees .

(i) In-The-Money Options . The exercise price of the In-The-Money Options will be adjusted such that the exercise price will equal the product of (A) the exercise price of an In-The-Money Option immediately prior to the Effective Time, multiplied by (B) the Comverse Conversion Ratio. The number of shares subject to the In-The-Money Options will be equal to the quotient obtained by dividing (X) the number of shares subject to the In-The-Money Options held by the optionholder immediately prior to the Effective Time by (Y) the Comverse Conversion Ratio. All other terms and conditions of these Comverse Options will remain the same after the Effective Time as the terms and conditions applicable to the In-The-Money Options immediately prior to the Effective Time, including, without limitation, the original option term and continued vesting pursuant to the terms of the awards.

(ii) Group A CTI Options . The exercise price of the Group A CTI Options will be adjusted such that the exercise price will equal one hundred percent (100%) of the published closing trading price of a share of Comverse common stock listed on the NASDAQ Stock Exchange on the Distribution Date. The number of shares subject to the Group A CTI Options is determined based on the aggregate Black-Scholes Value of the Group A CTI Options immediately after the Effective Time which is equal to the aggregate Black-Scholes Value of the Group A CTI Options immediately prior to the Effective Time. Any resulting fractional shares shall be rounded down to the nearest whole share. In addition, each Comverse Option issued in exchange for Group A CTI Options will have a new option term of ten years beginning on the Distribution Date. All other terms and conditions of these Comverse Options will remain the same after the Effective Time as the terms and conditions applicable to the Group A CTI Options immediately prior to the Effective Time, including, without limitation, continued vesting pursuant to the terms of the awards.

(iii) Group B CTI Options . The exercise price of the Group B CTI Options will be adjusted such that the exercise price will equal two hundred percent (200%) of the published closing trading price of a share of Comverse common stock listed on the NASDAQ Stock Exchange on the Distribution Date. The number of shares subject to the Group B Options is determined based on the aggregate Black-Scholes Value of the Group B CTI Options immediately after the Effective Time which is equal to the aggregate Black-Scholes

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Value immediately prior to the Effective Time. Any resulting fractional shares shall be rounded down to the nearest whole share. All other terms and conditions of these Comverse Options will remain the same after the Effective Time as the terms and conditions applicable to such CTI Options immediately prior to the Effective Time, including, without limitation, the original option term and continued vesting pursuant to the terms of the awards.

(b) Remaining CTI Employees .

(i) In-The-Money Options . The exercise price of the In-The-Money Options will be adjusted such that the exercise price will equal the product of (A) the exercise price of an In-The-Money Option immediately prior to the Effective Time, multiplied by (B) the CTI Conversion Ratio. The number of shares subject to the In-The-Money Options will be equal to the quotient obtained by dividing (X) the number of shares subject to the In-The-Money Options held by the optionholder immediately prior to the Effective Time by (Y) the CTI Conversion Ratio. All other terms and conditions of these CTI Options will remain the same after the Effective Time as the terms and conditions applicable to the In-The-Money Options immediately prior to the Effective Time, including, without limitation, the original option term and continued vesting pursuant to the terms of the awards.

(ii) Group A CTI Options . The exercise price of the Group A CTI Options will be adjusted such that the exercise price will equal one hundred percent (100%) of the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange on the Distribution Date. The number of shares subject to the Group A CTI Options is determined based on the aggregate Black-Scholes Value of the Group A CTI Options immediately after the Effective Time which is equal to the aggregate Black-Scholes Value of the Group A CTI Options immediately prior to the Effective Time. Any resulting fractional shares shall be rounded down to the nearest whole share. In addition, each CTI Option issued in exchange for Group A CTI Options will have a new option term of ten years beginning on the Distribution Date, provided that nothing herein is intended to alter or amend the treatment of such award contemplated in connection with the merger of CTI with and into a subsidiary of Verint. All other terms and conditions of these CTI Options will remain the same after the Effective Time as the terms and conditions applicable to the Group A CTI Options immediately prior to the Effective Time, including, without limitation, continued vesting pursuant to the terms of the awards.

(iii) Group B CTI Options . The exercise price of the Group B CTI Options will be adjusted such that the exercise price will equal two hundred percent (200%) of the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange on the Distribution Date. The number of shares subject to the Group B Options is determined based on the aggregate Black-Scholes Value of the Group B CTI Options immediately after the Effective Time which is equal to the aggregate Black-Scholes Value immediately prior to the Effective Time. Any resulting fractional shares shall be rounded down to the nearest whole share. All other terms and conditions of these CTI Options will remain the same after the Effective Time as the terms and conditions applicable to such CTI Options immediately prior to the Effective Time, including, without limitation, the original option term and continued vesting pursuant to the terms of the awards.

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Section 7.3 CTI Stock Units . As of the Effective Time, (1) CTI Stock Units held by Comverse Employees or Transferred Employees will be converted to Comverse Stock Units and (2) CTI Stock Units held by Remaining CTI Employees will remain CTI Stock Units.

(i) Comverse Employees and Transferred Employees . The number of shares subject to the Comverse Stock Units is equal to the number of CTI shares of common stock underlying the CTI Stock Units held as of the Effective Time multiplied by a ratio, the numerator of which is equal to the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange traded “regular way” on the day prior to the Distribution Date and, the denominator of which is equal to the published closing trading price of a share of Comverse common stock listed on the NASDAQ Stock Exchange on the Distribution Date. In lieu of fractional Comverse Stock Units, cash shall be given to holders otherwise entitled to such fractional Comverse Stock Units on the Distribution Date. All other terms and conditions of the Comverse Stock Units will remain the same after the Effective Time as the terms and conditions of the CTI Stock Units immediately prior to the Effective Time, including, without limitation, continued vesting and payment pursuant to the terms of the awards.

(ii) Remaining CTI Employees . The number of shares subject to the CTI Stock Units is equal to the number of CTI shares of common stock underlying the CTI Stock Units held as of the Effective Time multiplied by a ratio, the numerator of which is equal to the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange traded “regular way” on the day prior to the Distribution Date and, the denominator of which is equal to the published closing trading price of a share of CTI common stock listed on the NASDAQ Stock Exchange on the Distribution Date. In lieu of fractional CTI Stock Units, cash shall be given to holders otherwise entitled to such fractional CTI Stock Units on the Distribution Date. All other terms and conditions of the CTI Stock Units will remain the same after the Effective Time as the terms and conditions of such awards immediately prior to the Effective Time, including, without limitation, vesting and payment pursuant to the terms of the awards.

Section 7.4 Registration Requirements . Comverse agrees that it shall file, and shall use reasonable efforts to maintain on a continuous basis, an effective registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”) (and maintain the prospectus contained therein for its intended use) with respect to the shares of Comverse common stock authorized for issuance under a Comverse stock incentive plan. CTI agrees that, following the Effective Time until such time that CTI ceases to be a public issuer, it shall use reasonable efforts to continue to maintain a Form S-8 Registration Statement with respect to and cause to be registered pursuant to the Securities Act, the shares of CTI common stock authorized for issuance under the CTI Stock Incentive Plans as required pursuant to the Securities Act and any applicable rules or regulations thereunder.

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ARTICLE VIII

GENERAL AND ADMINISTRATIVE

Section 8.1 Sharing of Information . CTI and Comverse shall share with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the Benefit Plans. CTI and Comverse and their respective authorized agents shall, subject to applicable laws, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other Party, to the extent necessary for such administration. Until the Effective Time, all participant information shall be provided in the manner and as may be mutually agreed to by CTI and Comverse.

Section 8.2 Reasonable Efforts/Cooperation . Each of the Parties will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Each of the Parties shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the Internal Revenue Service, an advisory opinion from the Department of Labor or any other filing (including, but not limited to, securities filings (remedial or otherwise)), consent or approval with respect to or by a governmental agency or authority in any jurisdiction in the U.S. or abroad.

Section 8.3 Consent of Third Parties . If (i) any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall implement the applicable provisions of this Agreement to the fullest extent practicable, and (ii) any provision of this Agreement cannot be implemented due to the failure of such third-party to consent, CTI and Comverse shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

Section 8.4 Fiduciary Matters . It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 8.5 Coordination with the Transition Services Agreement . The administrative costs and expenses of Comverse related to its provision of certain services to CTI as described in this Agreement, including, without limitation, payroll administration and health and welfare benefits administration, shall be governed by the terms of the Transition Services Agreement.

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ARTICLE IX

MISCELLANEOUS

Section 9.1 Amendment and Modifications . This Agreement may be amended, modified or supplemented at any time by the Parties, but only by an instrument in writing signed on behalf of the Parties.

Section 9.2 Effect if Effective Time Does Not Occur . If the Distribution Agreement is terminated prior to the Effective Time, then this Agreement shall terminate and all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Effective Time or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed by CTI and Comverse.

Section 9.3 Entire Agreement; Assignment . This Agreement (a) constitutes, together with the Distribution Agreement and the Ancillary Agreements, the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

Section 9.4 Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect.

Section 9.5 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, telecopied (which is confirmed) or sent by registered or certified mail (postage prepaid, return receipt requested) to the Parties or beneficiaries hereto at the following addresses:

If to CTI, to:

Comverse Technology, Inc.

810 Seventh Avenue

New York, NY 10019

Attention: General Counsel

If to Comverse, to:

Comverse, Inc.

200 Quannapowitt Parkway

Wakefield, MA 01880

Attention: General Counsel

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or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above ( provided that notice of any change of address shall be effective only upon receipt thereof).

Section 9.6 Incorporation of Distribution Agreement Provisions . The following provisions of the Distribution Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein mutatis mutandis (references in this Section 9.6 to an “Article” shall mean an Article of the Distribution Agreement, and references in the material incorporated herein by reference shall be references to the Distribution Agreement): Article III (relating to Indemnification); Article IV (relating to Access to Information); and Article V (relating to Miscellaneous).

Section 9.7 No Plan Amendment; No Third Party Beneficiaries . Nothing in this Agreement shall (a) amend, or be deemed to amend, any Benefit Plan or (b) provide any Person not a party to this Agreement with any right, benefit or remedy with regard to any Benefit Plan.

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

[ Signature Page to Employee Matters Agreement ]

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Exhibit 10.6

C OMVERSE , I NC .

2012 S TOCK I NCENTIVE C OMPENSATION P LAN

D EFERRED S TOCK A WARD A GREEMENT

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

SECTION 1. GRANT OF DEFERRED STOCK UNITS.

(a) Award . On the terms and conditions set forth in this Agreement, the Company granted to the Participant a total number Deferred Stock Units as set forth on the Notice of Grant (the “Granted Units”) on the date set forth on the Notice of Grant (the “Grant Date”).

(b) Shareholder Rights. The Participant (or any successor in interest) shall not have any of the rights of a shareholder (including, without limitation, voting, dividend and liquidation rights) with respect to the Granted Units until such time as the Company delivers to the Participant the shares of Common Stock in settlement of the Granted Units, as described in Section 4.

(c) Plan and Defined Terms. This award is granted under and subject to the terms of the Comverse, Inc. 2012 Stock Incentive Compensation Plan (the “Plan”), which is incorporated herein by reference. Capitalized terms used herein and not defined in the Agreement shall have the meaning set forth in the Plan.

(d) Participant Undertaking. The Participant agrees to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.

SECTION 2. NO TRANSFER OR ASSIGNMENT OF AWARD.

This Award and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process; provided, however, that the Participant shall be permitted to transfer this award, in connection with his or her estate plan, to the Participant’s spouse, siblings, parents, children and grandchildren or a charitable organization that is exempt under Section 501(c)(3) of the Code or to trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including trusts for such persons or to the Participant’s former spouse in accordance with a domestic relations order.

SECTION 3. VESTING; TERMINATION OF SERVICE.

(a) Vesting. This award shall vest in accordance with the schedule set forth on the Notice of Grant (each, a “Vesting Date”).

(b) Termination of Continuous Service . The unvested portion of the award shall be forfeited as of the date (the “Termination Date”) that the Participant actually ceases to provide services to the Company or an Affiliate in any capacity of Employee, Director or Consultant (irrespective of whether the Participant continues to receive severance or any other continuation payments or benefits after such date) for any reason (such cessation of the provision of services by Participant being referred to as “Service Termination”). A Service Termination shall not occur and Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant.

SECTION 4. SETTLEMENT OF GRANTED UNITS.

Settlement Amount . Subject to Section 5, the Company shall deliver to the Participant on each Vesting Date a number of shares of Common Stock equal to the aggregate number of Granted Units that vest as of such date; provided, however, that no shares of Common Stock will be issued in settlement of this award unless the issuance of shares complies with all relevant provisions of law and the requirements of any stock exchange upon which the shares of Common Stock may then be listed. No fractional shares of Common Stock will be issued. The Company will pay cash in respect of fractional shares of Common Stock.

SECTION 5. WITHHOLDING REQUIREMENTS. The Participant shall make arrangements satisfactory to the Company to enable it to satisfy all such withholding requirements in respect of any delivery to the Participant of shares of Common Stock pursuant to Section 4 hereof.

SECTION 6. ADJUSTMENT OF GRANTED UNITS.

If there shall be any change in the Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split up, spinoff, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends), any extraordinary dividend, distribution of cash or other assets to Shareholders of the Company, in order to prevent dilution or enlargement of participants’ rights under the Plan, the Committee shall adjust, in an equitable manner, the number and kind of shares that will be paid to the Participant upon settlement of the Granted Units.

SECTION 7. MISCELLANEOUS PROVISIONS.

(a) No Retention Rights, No Future Awards . Nothing in this award or in the Plan shall confer upon the Participant any right to any future Awards and to continue in Continuous Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Continuous Service at any time and for any reason, with or without cause.

(b) Award Unfunded . The Granted Units represent an unfunded promise. The Participant’s rights with respect to the Granted Units are no greater than the rights of a general unsecured creditor of the Company.

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(c) Notice . Whenever under this Agreement it becomes necessary to give notice, such notice shall be in writing, signed by the party or parties giving or making the same, and shall be served on the person or persons for whom it is intended or who should be advised or notified, by Federal Express (or other similar overnight service) or by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant the address that he or she most recently provided in writing to the Company.

(d) Entire Agreement . This Agreement, the Notice of Grant and the Plan constitute the entire contract between the parties hereto with regard to the Granted Units. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(e) Waiver . No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(f) Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(g) Section 409A . The following shall only be applicable if the Participant is subject to taxation in the United States or the Participant is otherwise subject to Section 409A:

(i) If any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit provided by the Company to the Participant pursuant to this Agreement and in connection with the Participant’s Service Termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is a specified employee as defined in Section 409A(2)(B)(i) as of the date of such Service Termination, no part of such Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit shall be delivered or paid before the day that is six (6) months plus one (1) day after the date of such Service Termination (the “New Payment Date”). The aggregate of any Granted Units (any payment in lieu thereof), shares of Common Stock in respect thereof or other benefit that otherwise would have been delivered or paid to the Participant during the period between the date of Service Termination and the New Payment Date shall be delivered or paid to the Participant in a lump sum on such New Payment Date. Thereafter, any delivery or payments that remain outstanding as of the date immediately following the New Payment Date shall be delivered or paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the delivery of shares of Common Stock under vested Granted Units (or the payment of any amount in lieu thereof) subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and the regulations promulgated thereunder, and for purposes of any such provision of this Agreement, references to a “Service Termination” or termination or interruption of “Continuous Service” or like terms shall mean separation from service.

(iii) If under this Agreement, an amount is paid or delivered in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

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(iv) Anything to the contrary herein or in the Plan notwithstanding, neither the Company or any of its Subsidiaries or Affiliates or any of their respective employees, directors, officers, agents or representatives nor any member of the Committee shall have any liability to a Participant or otherwise with respect to the failure of the Plan, the Granted Units or the Award Agreement to comply with Section 409A.

(h) Headings . Section and sub-section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

(i) Choice of Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

SECTION 8. RESTRICTIVE COVENANTS.

(a) Confidentiality . The Participant shall not disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or an Affiliate, including such trade secret or proprietary or confidential information of any customer or other entity to which the Company owes an obligation not to disclose such information, which he or she acquires during the period of employment, including, without limitation, records kept in the ordinary course of business, except (i) as such disclosure or use may be required or appropriate in connection with his or her work as an employee of the Company or an Affiliate, (ii) when required to do so by a court of law, governmental agency or administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him or her to divulge, disclose or make accessible such information or (iii) as to such confidential information that becomes generally known to the public or trade without his or her violation of this Section 7(a). The Participant hereby sells, assigns and transfers to the Company all of his or her right, title and interest in and to all inventions, discoveries, improvements and copyrightable subject matter (the “Rights”) that, during his or her employment, are made or conceived by him or her, alone or with others, and that relate to the Company or an Affiliate’s present business or arise out of any work he or she performs or information he or she receives regarding the business of the Company or an Affiliate while employed by the Company or an Affiliate. The Participant shall fully disclose to the Company or an Affiliate as promptly as possible all information known or possessed by him or her concerning the Rights, and upon request by the Company or an Affiliate and without any further compensation in any form to him or her by the Company or an Affiliate, but at the expense of the Company or an Affiliate, execute all applications for patents and copyright registrations, assignments thereof and other applicable instruments and do all things that the Company or an Affiliate may reasonably deem necessary to vest and maintain in it the entire right, title and interest in and to all such Rights. Participant hereby agrees that prior to or immediately following his or her termination of employment he or she shall return all Company property in his or her possession (and signing a written acknowledgement to this effect), including but not limited to all computer software, computer access codes, laptops, cell phone, Blackberries, keys and access cards, credit cards, vehicles, telephones, office equipment and all copies (including drafts) of any documentation or information (however and wherever stored) relating to the business of the Company or an Affiliate.

(b) Non-compete; Non-solicitation . For and in consideration of the compensation to be paid by the Company pursuant to the terms hereof, and in recognition of the fact that the Participant will have access to confidential information and other valuable rights of the Company or an Affiliate, the Participant covenants and agrees that he will not, at any time during his