COMVERSE TECHNOLOGY INC/NY/
EX.10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>mm7-1706_8ke106.txt
<DESCRIPTION>EX.10.6
<TEXT>
                                                                    EXHIBIT 10.6
                                                                    ------------


                            COMVERSE TECHNOLOGY, INC.
               2005 STOCK INCENTIVE COMPENSATION PLAN (THE "PLAN")

                         DEFERRED STOCK AWARD AGREEMENT


Capitalized terms used herein but not otherwise defined herein shall have the
meaning ascribed thereto in the Employment Agreement, dated July 13, 2006,
between Comverse Technology, Inc. and Avi Aronovitz (the "Employment
Agreement").

NAME OF GRANTEE:                Avi Aronovitz ("Grantee")

DATE OF GRANT:                  July 13, 2006

TYPE
OF AWARD:                       Deferred Stock Award (this "Award"), each unit
                                representing the right to receive on the terms
                                and conditions of this Agreement and the Plan a
                                share of Common Stock, $0.01 par value per share
                                ("Share"), of Comverse Technology, Inc. (the
                                "Company"), subject to adjustment thereto as
                                provided under this Agreement or at the election
                                of the Company a cash payment in lieu thereof.

TOTAL NUMBER OF DEFERRED        40,000 Deferred Stock Shares.
STOCK AWARDED:

VESTING AND ACCELERATION
OF AWARD:                       This Award shall vest in accordance with the
                                vesting schedule set forth below unless, with
                                respect to the portion thereof vesting on a
                                particular vesting date, the Grantee's
                                Continuous Service (as defined in the Plan) with
                                the Company, a Subsidiary or a parent company
                                has terminated prior to such vesting date;
                                provided, however, that this Award shall vest on
                                an accelerated basis, with respect to all shares
                                of deferred stock awarded to the Grantee upon
                                the first to occur of any of the following
                                events: (i) death or termination due to
                                Disability of Grantee; and (ii) the termination
                                of the Term of Employment either by the Company
                                for any reason other than Cause or by Grantee
                                for Good Reason (each date on which this Award
                                shall vest, by acceleration or otherwise, a
                                "Vesting Date").

                                   VESTING DATE           VESTING PERCENTAGE
                                --------------------    ------------------------
                                May 31, 2007                    25%
                                --------------------    ------------------------
                                May 31, 2008                    25%
                                --------------------    ------------------------
                                May 31, 2009                    25%
                                --------------------    ------------------------
                                May 31, 2010                    25%
                                --------------------    ------------------------


SETTLEMENT OF AWARD:            Shares in settlement of this Award (or, at the
                                Company's election, cash in lieu of delivery of
                                shares based on the fair market value thereof on
                                the Settlement Date (as defined below)) shall be
                                delivered to Grantee on the Settlement Date.

                                "Settlement Date" means (i) with respect to any
                                portion of this Award vesting on or before May
                                31, 2007, the earlier of (A) one business day
                                after the first date during 2008 on which the
                                Shares in settlement of this Award are
                                registered pursuant to a registration statement
                                on Form S-8 or any successor form under the
                                Securities Act of 1933, as amended, and no
                                restrictions under applicable law apply to the
                                resale of such Shares following such
                                registration and (B) December 31, 2008, and (ii)
                                with respect to any portion of this Award
                                vesting after May 31, 2007, the applicable
                                Vesting Date.
<PAGE>


DIVIDEND EQUIVALENT RIGHTS      NONE.

TRANSFER RESTRICTIONS           Shares issued in settlement of this Award shall
                                not be subject to any additional transfer
                                restrictions.

REGISTRATION OF SHARES          The Company shall use reasonable best efforts to
                                register under the Securities Act a sufficient
                                number shares of Common Stock to permit delivery
                                to Grantee of all Shares that may be acquired by
                                Grantee upon the settlement of the Deferred
                                Stock Award; provided, however, that the Company
                                shall only be so required to register the Shares
                                on Form S-8 under the Securities Act (or any
                                successor form) and, provided, further, that the
                                Company shall not be required to file a resale
                                prospectus with respect to such Shares to the
                                extent such Shares may be resold pursuant to an
                                exemption from the registration requirements of
                                the Securities Act.

MODIFICATIONS TO COMPLY WITH    To the extent applicable, this Agreement shall
SECTION 409A.                   be interpreted in accordance with Section 409A
                                of Code and Department of Treasury regulations
                                and other interpretive guidance issued
                                thereunder, including without limitation any
                                such regulations or guidance that may be issued
                                after the date on which a Deferred Stock Award
                                is granted. Without limiting the authority of
                                the Committee under the terms of the Plan to
                                make modifications to the Deferred Stock Award
                                by reason of changes in law or circumstances
                                that would result in any substantial dilution or
                                enlargement of the rights granted to, or
                                available for, Grantee in respect of a Deferred
                                Stock Award or otherwise as a participant in the
                                Plan or which otherwise warrants equitable
                                adjustment to the terms and conditions of the
                                Deferred Stock Award because such event
                                interferes with the operation of the Plan, and
                                notwithstanding any provision of this Agreement
                                to the contrary, in the event that the Committee
                                or an authorized officer of the Company
                                determines that any amounts will be immediately
                                taxable to the Grantee under Section 409A of the
                                Code and related Department of Treasury guidance
                                (or subject the Grantee to a penalty tax) in
                                connection with the grant or vesting of the
                                Deferred Stock Award or any other provision of
                                this Agreement or this or the Plan, the Company
                                may (a) adopt such amendments to the Deferred
                                Stock Award, including amendments to this
                                Agreement (having prospective or retroactive
                                effect), that the Committee or authorized
                                officer determines to be necessary or
                                appropriate to preserve the intended tax
                                treatment of the Deferred Stock Award and/or (b)
                                take such other actions as the Committee or
                                authorized officer determines to be necessary or
                                appropriate to comply with the requirements of
                                Section 409A of the Code and related Department
                                of Treasury guidance, including such Department
                                of Treasury guidance and other interpretive
                                materials as may be issued after the date on
                                which such Deferred Stock Award was awarded.

                                Nothing contained in this Deferred Stock Award
                                Agreement shall limit or impair the rights of
                                Grantee under Section 28 of the Employment
                                Agreement.



<PAGE>



By signing your name below, you acknowledge and agree that this Award is
governed by the terms and conditions of the Comverse Technology, Inc. 2005 Stock
Incentive Compensation Plan and this Agreement ("Agreement").


GRANTEE:                                  COMVERSE TECHNOLOGY, INC.



  /s/  Avi Aronovitz                      By:   /s/  Raz Alon
---------------------------                   --------------------------------

Avi Aronovitz                             Name: Raz Alon

                                          Title: Chief Executive Officer











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