EMPLOYMENT OFFER LETTER

Exhibit 10.131

EMPLOYMENT OFFER LETTER

June 15, 2010

Oded Golan (the “Executive”)

40^th Tagor St.

Tel-Aviv, 69203

Israel

Dear Oded:

Comverse Ltd. (the “Company”) is pleased to offer you the position of Senior Vice President, Business Transformation, reporting to the Company’s Chief Executive Officer. In this position, the Executive will be a member of the Company’s Senior Leadership Team. The position will be based out of Comverse’s office in Tel Aviv, Israel and the Executive’s relocation to Israel will be covered in accordance with the terms of his current employment with Comverse Japan Limited. The Executive’s employment in this position and assignment will commence on or about June 27, 2010.

1. Definitions. For purposes of this offer letter, the following terms shall have the following meanings:

(a) “Base Salary” means the Executive’s annual rate of base salary in effect immediately prior to the date set forth in the Termination Notice, and excluding bonuses, overtime, allowances, commissions, deferred compensation payments and any other extraordinary remuneration, including amounts deducted therefrom in respect of an automobile lease and fringe benefits.

(b) “Bonus” means the amount payable to the Executive under the Company’s applicable annual cash incentive bonus plan with respect to a fiscal year.

(c) “Cause” means, where applicable, a good faith finding by the Company of: (i) an indictment or conviction of the Executive of, or a plea of nolo contendere by the Executive to, any felony; (ii) a material violation by the Executive of federal or state securities laws, as determined by a court or other governmental body of competent jurisdiction; (iii) willful misconduct or gross negligence by the Executive resulting in harm to the Company or any of its affiliates; (iv) a material violation by the Executive of any applicable policy or procedure of the Company or its affiliates provided to the Executive resulting in harm to the Company or its affiliates including, without limitation, a material violation of the Company’s Code of Business Conduct and Ethics; (v) the repeated and continued refusal by the Executive to carry out, in all material respects, the reasonable and lawful directions of the Company that are within the Executive’s individual control and consistent with the Executive’s position, duties and responsibilities hereunder, except for a refusal that is attributable to the Executive’s illness, injury or Disability; (vi) fraud, embezzlement, theft or material dishonesty by the Executive against the Company, its affiliates or any of their customers; or (vii) any act or failure to act by the Executive that would have the effect of depriving such Executive of his statutory severance pay in accordance with the provisions of the applicable local law.

(d) “Continuous Service Termination Date” means the sixtieth (60^th) day following the Notice Date in connection with an Involuntary Termination.

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(e) “Disability” means either a disability determined by applicable local law (to the extent required) or as determined by a qualified physician(s) selected by the Company, the Executive’s inability to substantially perform his duties and responsibilities at the Company for a period of six (6) consecutive months or nine (9) nonconsecutive months out of twelve (12) consecutive months due to a physical or mental disability, as the term “physical or mental disability” is defined in the Company’s long-term disability insurance plan then in effect (or would be so found if the Executive applied for coverage or benefits under such plan).

(f) “Involuntary Termination” means a termination of the Executive’s employment by the Company for any reason other than Cause, Disability or death, provided, however, that an Involuntary Termination of the Executive’s employment shall not occur if:

(g) “Notice Date” means the date of the Termination Notice.

(h) “Release” means a release in the form attached hereto as Exhibit B, which shall, to the extent permitted by law, waive all claims and actions against the Company, its affiliates, any of its officers, directors, and such other related parties and entities as the Company chooses to include in the release.

(i) “Target Bonus” means the Executive’s annual target Bonus in effect immediately prior to the date on which the Termination Notice was delivered to the Executive.

(j) “Termination Date” means the effective date of termination of the Executive’s employment with the Company and the last day on which the Executive is deemed an employee of the Company.

(k) “Termination Notice” means the notice of termination given by the Company or the Executive in accordance with Section 10 herein.

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1. Employment Terms. The Company and the Executive agree that, effective June 27, 2010 (the “Commencement Date”), the Executive will serve as a Senior Vice President, Business Transformation of the Company, reporting to the Chief Executive Officer of the Company (“CEO”) and performing such tasks as are usually and customarily performed by persons holding such a title and as assigned to the Executive by the CEO. As of the Commencement Date, the Executive’s annual base salary will be approximately $275,000 and the Executive’s initial gross monthly base salary will be 87,661 NIS monthly, less lawful deductions, payable in accordance with the regular payroll practices of the Company. Thereafter, the Executive’s annual base salary will be reviewed no less frequently than annually and cost-of-living increases will be added to this amount, in accordance with the general collective agreements in Israel concerning cost-of-living increases. The Executive will be eligible for an annual on-target bonus of $180,000 and a maximum bonus of up to $300,000, based upon the achievement of objectives to be set forth in the Company’s bonus plan. Any bonuses shall be payable in the fiscal year following the applicable fiscal year when bonuses are customarily payable under the Company’s regular payroll practices

The Executive’s monthly shall be paid at the beginning of each month for the previous month. The Executive’s annual base salary will be reviewed no less frequently than annually and cost-of-living increases will be added to this amount, in accordance with the general collective agreements in Israel concerning cost-of-living increases.

During Executive’s term of employment, the Executive will be entitled to participate in the Company’s executive fringe benefit programs applicable to the Company’s senior-level executives (if any) in accordance with the terms and conditions of such programs as in effect from time to time. The Executive will be provided with a Company car for the Executive’s personal use, subject to the Company Car policy which is updated on an ongoing basis. The number of paid vacation days to which the Executive is entitled is 23 business days per year. The Executive is requested to coordinate the dates of leave with his supervisor. The Executive will be entitled to accumulate a maximum number of vacations days, which are equal to two years of a vacation allowance. Any vacation days beyond that maximum number, will be paid to the Executive in cash at the end of each fiscal year. Should the Executive become ill and have to be absent from work on account of illness, the Company will pay the Executive’s base salary for up to 18 sick days per year, with right to accumulate up to 90 days, all in accordance with any applicable law.

The Company will provide the Executive pension insurance (managers’ insurance/pension fund), as is customary in the Company. Each month, the Company will deposit an amount equal to 13.33% of the Executive’s base salary as follows: 5% for pension fund and insurance (“Compensatory Payments”) and 8.33% for severance pay. An amount equal to 5% will be deducted from the Executive’s base salary each month and deposited in the Executive’s pension fund/ manager’s insurance. In addition, the Company will set aside, on the Executive’s behalf, the appropriate amounts for disability insurance in the insurance company “Klal” to assure 75% of the Executive’s base salary. The pension fund/managers’ insurance policy will be owned by the Company. The Compensatory Payments will be transferred to the Executive in the event of termination of employment. The “severance pay” portion of the policy will be transferred to the Executive should he be eligible for severance pay under applicable law. The Company will deposit an amount equivalent to 7.5% of the Executive’s base salary in an Education Fund. Each month 2.5% of the Executive’s base salary will be deducted and transferred to the Education Fund.

2. Executive Severance Protection Plan. Upon the Commencement Date, the Executive will become an “eligible participant” in the Comverse Technology, Inc. Executive Severance Protection Plan (“ESPP”) (a copy of which will be delivered at such time), that is designed to protect eligible participants in the event of employment termination without cause following, or in anticipation of, a change in control of Comverse Technology, Inc. The ESPP protects eligible participants in the event of employment

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termination without cause following, or in anticipation of, a change in control of the Company. Under the terms applicable to the Executive, if a change in control occurs, and the Executive is terminated without cause, under certain circumstances the Executive would be eligible to (i) receive 75% of the Executive’s annual base salary and target bonus amount (regardless of performance requirements) as severance; (ii) receive the pro-rated amount of the actual bonus the Executive would have earned for the year in which termination occurs; (iii) continue to receive health care and certain other benefits for a period required by applicable law; and (iv) receive the benefit of the acceleration of all vesting for all unvested equity incentive awards (including deferred stock awards).

3. Incentive Equity. The Company’s Chief Executive Officer will recommend that the Compensation and Leadership Committee of Comverse Technology, Inc. (the “Compensation and Leadership Committee”) recommend and the Board of Directors of Comverse Technology, Inc. (the “Board”) approve, at its first scheduled meetings after the Commencement date, a grant of 30,000 deferred stock units representing the right to receive, upon vesting, shares of Comverse Technology, Inc. common stock (“Common Stock”) in accordance with the terms and conditions of the Company’s 2005 Stock Incentive Compensation Plan. Shares of Common Stock in respect of the award will vest and be delivered, contingent upon the Executive’s continued employment with the Company, as follows: forty percent (40%) on the first anniversary of the Commencement Date, and thirty percent (30%) of the award on each of the second and third anniversaries of the Commencement Date.

In addition, the Company’s Chief Executive Officer will recommend that the Compensation and Leadership Committee recommend and the Board approve, at its first scheduled meetings after the Commencement Date, a special, one-time grant of 10,000 deferred stock units representing the right to receive, upon vesting, shares of Common Stock in accordance with the terms and conditions of the Company’s 2005 Stock Incentive Compensation Plan (the “One-Time Award”). One-third (1/3) of the One-Time Award would be scheduled to vest, and shares of Common Stock in respect thereof delivered, contingent upon the Executive’s continued employment with the Company, on each of the first, second and third anniversary of the Commencement Date.

The deferred stock awards would be documented using the form of the Comverse Technology, Inc. Deferred Stock Award Agreement.

During the term of the Executive’s employment, the Executive will be eligible to receive equity awards under the Comverse Technology, Inc. stock incentive plans based on performance and the performance of the Company, as recommended by the Company’s Chief Executive Officer and determined in the good faith discretion of the Board and/or Compensation and Leadership Committee, as applicable, and consistent with the Executive’s role and responsibilities as Senior Vice President, Business Transformation of the Company, with such awards to be assessed on an annual basis.

Employee eligibility to receive benefits and/or participate in benefit programs is governed by the applicable plan documents and Company policies. As a Company employee, the Executive agrees to abide by all material Company policies and procedures for employees. All Company policies applicable to employees can be found on the Company’s intranet. The Company reserves the right to modify its offered benefits and policies periodically.

4. Involuntary Termination.

(a) The Company may effect an Involuntary Termination by delivering a Termination Notice to the Executive, and thereafter complying with the provisions of this Section 4.

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(b) Following the Notice Date in respect of an Involuntary Termination, (1) the Executive shall continue to provide services to the Company and shall provide transitional assistance to identified successor(s) until the Continuous Service Termination Date and (2) the Termination Date in connection with such an Involuntary Termination shall be the six month anniversary of the Notice Date. The Executive shall be paid his regular Base Salary and shall be entitled to use the Company car and Company cell phone and to all fringe and social benefits (including the continued vesting of incentive equity) following the Continuous Service Termination Date and through the Termination Date. Following the Continuous Service Termination Date and through the Termination Date, upon reasonable notice by the Company, the Executive will provide, without additional compensation in excess of the compensation to which the Executive is entitled under the terms of this offer letter during such period, transition services as may be reasonably requested by the Company from time to time (for purposes of clarity, this obligation does not restrict the Executive’s ability to provide services (in any capacity, including employee, consultant, advisor, etc.) to another organization following the Continuous Service Termination Date).

(c) Subject to the provisions below, in connection with an Involuntary Termination and with the final accounting conducted in the framework thereof,

(i) the Company shall deliver to the Executive letter(s) instructing that all sums accrued in the Executive’s Managers’ Insurance Policy and continuing education fund (including all payments and contributions by the Company and the Executive in respect of severance pay accruals and compensatory payments) be released to the Executive and, for purposes of clarity, the amounts in the severance portion of the fund will be used to fund, in part, the amounts, if any, to be paid by the Company to the Executive pursuant to Israeli Severance Pay Law (whether required by law or voluntarily paid by the Company in accordance with the formula put forth thereunder (i.e., currently, one month of base salary for each year of service to the Company in Israel since the Commencement Date));

(ii) the Company shall redeem all unused vacation days accrued by Executive as of the Termination Date, calculated on the basis of Base Salary;

(iii) the Company shall pay the Executive the pro rata portion of the Executive’s unpaid convalescence pay or there shall be an offset against other amounts paid of any prepaid convalescence pay;

(iv) the Company shall pay the Executive any Bonus earned but unpaid as of the Termination Date for any previously completed fiscal year of the Company; and

(v) the Company shall, subject to Executive’s compliance with Sections 4(d) and 4(e) and the restrictive covenants set forth on Exhibit A attached hereto, pay the Executive an amount equal to the fifty percent (50%) of the Executive’s Target Bonus, regardless of any performance requirements.

(d) On or prior to the Continuous Service Termination Date, the Executive will return and deliver all Company property, materials (including without limitation all access badges, computers, security tokens), files and other documentation in any form, including, without limitation, all Confidential Information (as defined herein) (collectively, the “Company Materials”), other than the Company car and Company cell phone, without retaining any copies of such files and documentation, to the Senior Vice President, Global Head of Human Resources of the Company or a person designated by Senior Vice President, Global Head of Human Resources of the Company. The Executive shall return, as directed by the Senior Vice President, Global head of Human Resources of the Company or a person

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designated by Senior Vice President, Global Head of Human Resources of the Company the Company car and cell phone on the Termination Date.

(e) The Executive understands and agrees that the payments under Section 4(c)(v) are in excess of those required by applicable statute and are contingent on his execution and delivery to the Company of a Release on or prior to the Termination Date.

5. Other Terminations.

(a) The employment and assignment offered under this offer letter shall be a for a term of twelve (12) months from the Commencement Date, provided, that the term may be extended for an additional twelve (12) month period by the Company if written notice is provided to the Executive prior to the nine month anniversary of the Commencement Date. In either case, as applicable, the last day of the assignment shall be the Termination Date.

(b) Subject to applicable law, if the Executive’s employment with the Company is terminated by the Company for Cause, the Executive shall not be entitled to any benefits under this offer letter.

(c) In connection with the termination of the Executive’s employment with the Company upon his death or Disability, the Executive shall be entitled to, and the Company shall be obligated to provide, any and all applicable payments that are statutorily required as a result thereof, if any, including release of all sums accrued in the Executive’s Managers’ Insurance Policy and continuing education fund (including all payments and contributions by the Company and the Executive in respect of severance pay accruals and compensatory payments), and any Bonus earned but unpaid for any previously completed fiscal year of the Company.

(d) Upon expiration of the term of the assignment in accordance with the terms in this offer letter pursuant to 5(a) above, the Executive shall continue to provide services to the Company in accordance through the expiration date and provide any required transitional assistance to identified successor(s), and the Executive shall be entitled to his regular Base Salary, use of Company car and Company cell phone and all fringe and social benefits in connection with his continued employment through the expiration date and end of the term. Subject to the provisions below, in connection with the Executive’s termination of his employment with the Company, the Executive shall be entitled to, and the Company shall be obligated to provide, any and all applicable payments that are statutorily required as a result thereof and with the final accounting conducted in the framework thereof, including/and:

(i) the Company shall release the Compensatory Payments and, subject to Executive’s compliance with Sections 4(d) and the restrictive covenants set forth on Exhibit A attached hereto and subject to the execution and delivery of a Release on the Termination Date and to the Executive’s compliance with the provisions of said Release, the Company shall deliver to the Executive letter(s) instructing that all sums accrued in the Executive’s Managers’ Insurance Policy and continuing education fund (including all payments and contributions by the Company and the Executive in respect of severance pay accruals other than the Compensatory Payments) be released to the Executive

(ii) the Company shall undertake the actions set forth in Section 4(c)(ii)-(iv) above; and

(iii) the Company shall, subject to Executive’s compliance with Sections 4(d) and 4(e) and the restrictive covenants set forth on Exhibit A attached hereto, pay the

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Executive an amount equal to (A) a lump sum equal to three monthly salaries and (B) twenty-five percent (25%) of the Executive’s Target Bonus, regardless of any performance requirements.

(e) The Executive may terminate his employment with the Company by delivery a Termination Notice to the Company at least sixty (60) days in advance of the Executive’s intended Termination Date and thereafter, the Executive shall continue to provide services to the Company in accordance with past practice and provide transitional assistance to identified successor(s), and the Executive shall be entitled to his regular Base Salary, use of Company car and Company cell phone and all fringe and social benefits in connection with his continued employment through the Termination Date. Subject to the provisions below, in connection with the Executive’s termination of his employment with the Company, the Executive shall be entitled to, and the Company shall be obligated to provide, any and all applicable payments that are statutorily required as a result thereof and with the final accounting conducted in the framework thereof, including/and:

(iv) the Company shall release the Compensatory Payments and, subject to Executive’s compliance with Sections 4(d) and the restrictive covenants set forth on Exhibit A attached hereto and subject to the execution and delivery of a Release on the Termination Date and to the Executive’s compliance with the provisions of said Release, the Company shall deliver to the Executive letter(s) instructing that all sums accrued in the Executive’s Managers’ Insurance Policy and continuing education fund (including all payments and contributions by the Company and the Executive in respect of severance pay accruals other than the Compensatory Payments) be released to the Executive; and

(v) the Company shall pay any earned but unpaid Bonus for any previously completed fiscal year of the Company.

(f) In connection with a termination of the Executive’s employment with the Company upon expiration of the term, for Cause or by the Executive, the Executive shall return and deliver all Company Materials, without retaining any copies of such files and documentation, to the Senior Vice President, Global Head of Human Resources of the Company or a person designated by Senior Vice President, Global Head of Human Resources of the Company on or before the Termination Date.

6. Incentive Equity. All stock options and other incentive equity granted by the Company’s indirect parent, Comverse Technology, Inc., to the Executive will continue to vest in accordance with the terms of the respective underlying option plans or grant agreements until the Termination Date.

7. Business Expenses. During his term of employment, the Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under this offer letter, and the Company will reimburse the Executive for all such reasonable business expenses, subject to documentation in accordance with the Company’s policies relating thereto. Upon a termination of Executive’s employment with the Company for any reason, the Executive shall be entitled to prompt reimbursement of any unreimbursed expenses properly incurred by the Executive in accordance with the Company’s policies prior to the Termination Date. In addition, the Company shall pay for reasonable legal fees and expenses up to an amount of $5,000 that you have incurred in connection with the negotiation and drafting of this offer letter.

8. Other Severance Arrangements. The severance arrangements under this offer letter shall be reduced (but not below zero) by any cash payments, payable on account of termination of employment, that the Executive is entitled to under or in respect of any of the following: (i) the Comverse Technology,

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Inc. Executive Severance Protection Plan (the “ESPP”), (ii) arrangements required by applicable law, industrial instrument, statute or ordinance, which are not otherwise contemplated hereunder including (1) “pay in lieu of notice” or “notice” laws, (2) any pay in lieu of notice under a contract of employment, (3) any damages for breach of employment contract calculated by reference to any period of notice required to be given to terminate such employment contract which was not given in full (including wrongful dismissal), (4) any compensation required to be paid by any law of any jurisdiction in respect of termination of employment, excluding any amounts paid to the Executive pursuant to Israeli Severance Pay Law (whether required by law or voluntarily paid by the Company in accordance with the formula put forth thereunder (i.e., currently, one month of base salary for each year of service to the Company in Israel)), (5) any law of any jurisdiction with respect to the payment of severance, termination indemnities or other similar payments, or (iii) any contract, agreement, plan, program, practice or arrangement, whether written or oral, which are payable due to the Executive’s termination of employment with the Company or any of its affiliates. Each of the Company and the Executive agree that the severance provisions contained herein shall supersede all severance obligations that exist between the Executive and the Company, including without limitation, any notice provisions.

9. Restrictive Covenants.

(a) In consideration of the provision of the benefits set forth in this offer letter, the Executive hereby agrees to be bound by restrictive covenants in the form attached hereto as Exhibit A attached hereto.

(b) Each of the parties hereby acknowledges, represents and undertakes to keep this offer letter in complete confidence, and not to disclose the existence or the contents of this offer letter to any third party (except legal counsel and/or tax advisors and/or immediate family) and/or when such disclosure is required under applicable law.

10. Notice. For the purpose of this offer letter, any notice and all other communication provided for in this offer letter shall be in writing and shall be deemed to have been duly given when received at the respective addresses set forth below, or to such other address as the Executive or the Company, as applicable, may have furnished to the other in writing in accordance herewith.

If to the Company:

Comverse, Ltd.

29 Habarzel Street

Tel Aviv, Israel 69710

Attention: Executive Vice President, Global Human Resources

If to the Executive:

Oded Golan

40^th Tagor St.

Tel-Aviv, 69203

Israel

11. Miscellaneous.

(a) This offer letter is subject to obtaining any and all approvals required by the applicable law, and shall remain valid and enforceable so long as Executive is employed by the Company or

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any successor to the Company and may not be altered, amended, modified, revoked or terminated except in a writing executed by both Executive and the Company.

(b) The Company shall assign this offer letter in connection with any sale or merger (whether a sale or merger of stock or sale of all or substantially all of the assets or otherwise) of the Company or the business of the Company. The Executive expressly consents to such assignment of the offer letter, including, but not limited to the restrictions which apply subsequent to the termination of the Executive’s employment, to any new owner of the Company’s business or purchaser of the Company. The Executive’s rights and obligations hereunder are personal and may not be assigned. This offer letter shall inure to the benefit of and be enforceable by Executive’s heirs, beneficiaries and/or legal representatives.

(c) The Article, Section, paragraph and subparagraph headings in this offer letter are for convenience of reference only and shall not define or limit the provisions hereof.

(d) No omission or delay by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other right, power or privilege.

(e) This offer letter may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(f) Except as otherwise provided or referred to herein, this offer letter contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof, including the provisions of all other prior agreements, plan, corporate policies and practices, as well as any other unwritten applicable obligation, concerning the effect of a termination of employment on the relationship between the Company and the Executive. This offer letter may not be amended, except by a written instrument hereafter signed by each of the parties hereto. For the absence of doubt, this offer letter does not affect, limit or supersede any bonus, equity or other compensation plans.

(g) During the term of the Executive’s employment with the Company (or any of its affiliates), the Company confirms and acknowledges that the Company is obligated to indemnify the Executive pursuant to the Company’s organizational documents to the fullest extent permitted by applicable law with respect to any event or occurrence related to the fact that the Executive is an officer, employee, or agent of the Company or by reason of anything done or not done by the Executive in any such capacity unless finally adjudicated that the Executive is not entitled to such indemnification under applicable law. The Executive shall be entitled to the same Director and Officer Insurance coverages as apply to other similarly situated employees of the Company.

(h) The parties hereto acknowledge and agree that each party (with an opportunity for review by its or his counsel) negotiated the terms and provisions of this offer letter and have contributed to its drafting. Accordingly, (a) the rules of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this offer letter, and (b) the terms and provisions of this offer letter shall be construed fairly as to all parties hereto and not in favor of or against any party regardless of which party was generally responsible for the preparation of this offer letter. Except where the context requires otherwise, all references herein to Sections, paragraphs and clauses shall be deemed to be reference to Sections, paragraphs and clauses of this offer letter. The words “include”, “including” and “includes” shall be deemed in each case to be followed by the phrase “without limitation.” The words “hereof, “herein” and “hereunder” and words of similar import when used in this offer letter shall refer to this offer letter as a whole and not to any particular provision of this offer letter.

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(i) This offer letter and the performance hereof shall be construed and governed in accordance with the laws of the State of Israel exclusively. Any court action instituted by Executive or on his behalf or by the Company relating in any way to this offer letter shall be filed in a labor court in Israel and the parties consent to the jurisdiction and venue of these courts in any such jurisdiction.

(j) This offer letter does not and shall not be construed as a guarantee of continued employment of the Executive by the Company for any period of time. The Executive understands and acknowledges that he is an employee “at-will” and that either he or the Company may terminate the employment relationship between them at any time and for any lawful reason by written notice in accordance with the terms hereof.

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If you choose to accept this offer pursuant to the terms above, please sign this offer letter and return original, signed documents to Shefali Shah. Please keep copies of all signed documents for your own files.

This offer is valid until 5:00 PM U.S. EST on June 16, 2010. If we have not received your signed acceptance by this date and time, please be advised the offer is revoked and considered null and void.

We look forward to welcoming you as part of the Comverse team. The opportunities for professional and personal growth at Comverse are great and we believe your contributions will greatly increase the likelihood of our organization’s continued success.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS LETTER AND ACCEPTS THE OFFER.

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Exhibit A

RESTRICTIVE COVENANTS

I. Confidentiality and Assignment of Intellectual Property. The Executive shall not, during the period of his employment with the Company and anytime after the termination thereof (for whatever reason) disclose to anyone or make use of any trade secret or proprietary or confidential information of the Company or any of its affiliates, including such trade secret or proprietary or confidential information of any customer or other entity to which the Company or any of its affiliates owes an obligation not to disclose such information, which the Executive 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 the Executive’s work as an employee of the Company or any of its affiliates, (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 the Executive 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 Exhibit A. The Executive hereby sells, assigns and transfers to the Company all of the Executive’s right, title and interest in and to all inventions, discoveries, improvements and copyrightable subject matter (the “Rights”) that, during the Executive’s employment, are made or conceived by him, alone or with others, and that relate to the Company or any of its affiliates’ present business or arise out of any work the Executive performs or information the Executive receives regarding the business of the Company or any of its affiliates while employed by the Company or any of its affiliates. The Executive shall fully disclose to the Company or any of its affiliates as promptly as possible all information known or possessed by him concerning the Rights, and upon request by, the Company or any of its affiliates and without any further compensation in any form to the Executive by the Company or any of its affiliates, but at the expense of the Company or any of its affiliates, execute all applications for patents and copyright registrations, assignments thereof and other applicable instruments and do all things that the Company or any of its affiliates may reasonably deem necessary to vest and maintain in it the entire right, title and interest in and to all such Rights.

II. Noncompete; Nonsolicition. 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 Executive will have access to confidential information and other valuable rights of the Company and its affiliates, the Executive covenants and agrees that he will not, at any time during his or her employment with the Company and its affiliates and for a period of twelve (12) months thereafter, directly or indirectly, engage in any business or in any activity related to the development, sale, production, manufacturing, marketing or distribution of products or services that are in competition with products or services that the Company or any of its affiliates (in the case of direct and indirect subsidiaries of Comverse Technology, Inc. other than Comverse, Inc. and its direct and indirect subsidiaries, only to the extent that the Executive has had access to Confidential Information of such subsidiaries) produces, sells, manufactures, markets or distributes in any state or foreign country in which the Company or any of its affiliates then conducts business. It is not the intent of this covenant to bar the Executive from employment in any company whose general business is the manufacture of communications equipment or delivery of communications services, only to limit specific and direct competition with the Company and its affiliates (in the case of direct and indirect subsidiaries of Comverse Technology, Inc. other than Comverse, Inc. and its direct and indirect subsidiaries, only to the extent that the Executive has had access to Confidential Information of such subsidiaries). Notwithstanding the foregoing, nothing contained in this offer letter shall prevent the Executive from being an investor in securities of a competitor listed on a national securities exchange or actively traded over-the-counter so long as such investments are in amounts not significant as compared to his total investments or to the aggregate of the outstanding securities of the issuer of the same class or issue of the specific securities involved. The Executive further agrees that during his employment by the

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Company and its affiliates and for a period of twelve (12) months thereafter, the Executive shall not, directly or indirectly, induce, attempt to induce, or aid others in inducing, an employee or independent contractor of the Company or its affiliate to accept employment or affiliation with another firm or corporation engaging in such business or activity of which the Executive is an employee, owner, partner or consultant.

III. Duration and Geographic Scope. The Company and its affiliates and the Executive agree that the duration and geographic scope of the Restrictive Covenant provision set forth in this Exhibit A are reasonable. In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the Company and the Executive hereto agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The Company and the Executive intend that this provision shall be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective.

IV. Claw Back. If the Executive violates the requirements of the restrictive covenants in this Exhibit A, then in addition to all remedies in law and/or equity available to the Company and its affiliates, the Executive shall forfeit all accrued but unpaid Bonus payments under the offer letter and the Executive shall immediately pay to the Company (and the Company shall be entitled to offset from any payments owing to the Executive) an amount in cash equal to any Bonus payments in excess of statutory amounts previously made under the offer letter, without regard to any taxes that may have been deducted from such amount.

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Exhibit B

Waiver and Release

[Add Description.]

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