Exhibit 10.2


___________  __, 20__

[Name of Recipient]
[Address]

                       Notice of Grant of Restricted Stock
                       -----------------------------------
Dear [Name]:

     Pursuant to the terms and conditions of the Verint Systems Inc. (the
"Company") 2004 Stock Incentive Compensation Plan (as the same may be amended or
supplemented from time to time, the "Plan"), you have been granted a Restricted
Stock Award for [Number] shares (the "Award") of Common Stock of the Company as
outlined below.

          Granted To:                [Name]
                                     [Social Security Number]

          Grant Date:                [Date]

          Shares Granted:            [Number]
          Price Per Share:           $0.00

          Vesting Schedule:          50% on [Second Anniversary of Grant]
                                     25% on [Third Anniversary of Grant]
                                     25% on [Fourth Anniversary of Grant]

     By my signature below, I hereby acknowledge my receipt and voluntary
acceptance of this Award granted on the date shown above, which has been issued
to me under the terms and conditions of the Plan. I further acknowledge receipt
of a copy of the Plan and a Restricted Stock Award Agreement. I agree that the
Award is subject to all of the terms and conditions of, the Plan, this Notice of
Grant of Restricted Stock and the Restricted Stock Award Agreement.

Signature: _______________________________  Date: ______________


                                       18
<PAGE>


                               VERINT SYSTEMS INC.
                               -------------------

                        RESTRICTED STOCK AWARD AGREEMENT
                        --------------------------------

This Restricted Stock Award Agreement ("Agreement") governs the terms and
conditions of the Restricted Stock Award (the "Award") specified in the Notice
of Grant of Restricted Stock (the "Notice of Grant") delivered herewith
entitling the person to whom the Notice of Grant is addressed ("Grantee") to
receive from Verint Systems Inc. (the "Company") the number of shares of the
Company's Common Stock indicated in the Notice of Grant (the "Restricted
Stock"). Capitalized terms used but not defined in this Agreement shall have the
meanings set forth in the Verint Systems Inc. 2004 Stock Incentive Compensation
Plan, as the same may be amended or supplemented from time to time (the "Plan").

1    RESTRICTED STOCK; VESTING

1.1  Grant of Restricted Stock.

(a)  The Award of the Restricted Stock is made subject to the terms and
     conditions of the Plan and this Agreement. If and when the restrictions set
     forth in Paragraph 1.2 expire in accordance with the terms of this
     Agreement and the Notice of Grant without forfeiture of the Restricted
     Stock, and upon the satisfaction of all other applicable conditions as to
     the Restricted Stock, such shares shall no longer be considered Restricted
     Stock for purposes of this Agreement.

(b)  As soon as practicable after the Date of Grant, the Company shall direct
     that the shares of Restricted Stock be registered in the name of and issued
     to the Grantee either in book entry format or represented by a stock
     certificate or certificates. All such shares, and any certificate or
     certificates representing the same, shall be held in the custody of the
     Company or its designee until such shares no longer are considered
     Restricted Stock.

(c)  As a condition to the issuance and registration of the shares of Restricted
     Stock, and prior to the delivery of any stock certificate or certificates
     representing the Restricted Stock, the Grantee shall deliver to the Company
     or its designee one or more stock powers endorsed in blank relating to the
     Restricted Stock (as directed by the Company), in the form attached hereto
     as Exhibit A. Grantee irrevocably appoints the Company and each of its
     officers, employees and agents as his true and lawful attorneys with power
     (i) to sign in Grantee's name and on Grantee's behalf stock certificates
     and stock powers covering the Restricted Stock and such other documents and
     instruments as the Committee deems necessary or desirable to carry out the
     terms of this Agreement and (ii) to take such other action as the Committee
     deems necessary or desirable to effectuate the terms of this Agreement.
     This power, being coupled with an interest, is irrevocable. Grantee agrees
     to execute such other stock powers and documents as may be reasonably
     requested from time to time by the Committee to effectuate the terms of
     this Agreement.

(d)  Each certificate, if any, for the Restricted Stock shall bear the following
     legend (the "Legend"):

          "The ownership and transferability of this certificate and the shares
          of stock represented hereby are subject to the terms and conditions
          (including forfeiture) of the Verint Systems Inc. 2004 Stock Incentive
          Compensation Plan and a Restricted Stock Award Agreement entered into
          between the registered owner and Verint Systems Inc. Copies of such
          Plan and Agreement are on file in the executive offices of Verint
          Systems Inc."

     In addition, the Restricted Stock shall be subject to such stop-transfer
     orders and other restrictions as the Company may deem advisable under the
     rules, regulations, and other requirements of the Securities and Exchange
     Commission, any stock exchange or securities association upon which the
     Common Stock is then listed, and any applicable federal or state securities
     law, and the Company may cause a legend or legends to be placed on such
     certificate or certificates to make appropriate reference to such other
     restrictions.

                                       19
<PAGE>


(e)  As soon as administratively practicable following the applicable Vesting
     Date (as defined in Paragraph 1.3), and upon the satisfaction of all other
     applicable conditions as to such Vested Percentage (as defined in Paragraph
     1.3) of Restricted Stock, including, but not limited to, the payment by the
     Grantee of all applicable withholding taxes, the Company shall, at its
     option, (i) deliver or cause to be delivered to the Grantee a certificate
     or certificates for the applicable shares of Restricted Stock which shall
     not bear the Legend or (ii) transfer or arrange to have transferred the
     vested shares to a brokerage account of Grantee designated by the Company
     free of any Company-imposed transfer restrictions.

1.2  Restrictions.

(a)  The Grantee shall have all rights and privileges of a stockholder as to the
     Restricted Stock, including the right to vote and receive dividends or
     other distributions with respect to the Restricted Stock, except that the
     following restrictions shall apply:

     (i)  the Grantee shall not be entitled to delivery of any of the shares of
          Restricted Stock (whether by transfer to Grantee's brokerage account
          or by delivery of stock certificates) until the applicable Vesting
          Date and upon the satisfaction of all other applicable conditions
          whereupon Grantee will only be entitled to the Vested Percentage;

     (ii) shares of Restricted Stock may not be sold, pledged, assigned,
          transferred, or otherwise encumbered or disposed of for any reason
          until the applicable Vesting Date;

     (iii) all shares of Common Stock distributed as a dividend or distribution,
          if any, with respect to shares of Restricted Stock prior to the
          applicable Vesting Date shall be delivered to and held by the Company
          or its designee and subject to the same restrictions as the shares of
          Restricted Stock in respect of which the dividend or distribution was
          made; and

     (iv) all unvested shares of Restricted Stock shall be forfeited and
          returned to the Company and any and all rights of the Grantee of any
          kind with respect to such shares shall terminate in their entirety on
          the terms and conditions set forth in Paragraph 1.4.

(b)  Any attempt to dispose of unvested shares of Restricted Stock or any
     interest in such shares in a manner contrary to the restrictions set forth
     in this Agreement shall be void and of no effect.

1.3  Vesting.

(a)  Subject to the provisions contained in Paragraphs 1.4, 1.5 and 1.6, the
     restrictions set forth in Paragraph 1.2 with respect to shares of
     Restricted Stock shall apply for a period beginning on the Date of Grant
     specified in the Notice of Grant and ending on the fourth anniversary of
     the Date of Grant; provided, however, the applicable percentage of shares
     of Restricted Stock awarded hereunder (the "Vesting Percentage") shall be
     deemed vested and no longer subject to restriction under Paragraph 1.2 or
     forfeiture under Paragraph 1.4 on the applicable vesting date ("Vesting
     Date") in accordance with the schedule set forth in the Notice of Grant.
     Vesting shall cease upon the date Grantee's Continuous Service terminates
     for any reason unless otherwise determined by the Committee in its sole
     discretion.

(b)  During any authorized leave of absence, the vesting of the Restricted Stock
     as provided in the Notice of Grant shall be suspended after the leave of
     absence exceeds a period of three (3) months. The vesting schedule set
     forth in the Notice of Grant shall be extended by the length of the
     suspension. Vesting of the Restricted Stock shall resume upon the Grantee's
     termination of the leave of absence and return to service to the Company or
     an Affiliate; provided, however, that if the leave of absence exceeds six
     (6) months, and a return to service upon expiration of such leave is not
     guaranteed by statute or contract, then (i) for purposes of this Agreement,
     the Grantee's Continuous Service shall be deemed to terminate on the first
     date following such six-month period and (ii) the Grantee will forfeit the
     Restricted Stock that is unvested on such deemed termination date. An
     authorized leave of absence shall include sick leave, military leave, or
     other bona fide leave of absence (such as temporary employment by the
     government).

                                       20
<PAGE>


1.4  Forfeiture. If Grantee's Continuous Service terminates for any reason, all
     unvested shares of Restricted Stock shall be forfeited by Grantee as of the
     date of termination unless otherwise determined by the Committee in its
     sole discretion. In the event of any such forfeiture, all such forfeited
     shares of Restricted Stock shall become the property of the Company and any
     certificate or certificates representing such shares of Restricted Stock
     shall be returned immediately to the Company. For the avoidance of doubt,
     Grantee acknowledges and agrees that he or she has no expectation that any
     Restricted Stock will vest on the termination of his or her Continuous
     Service for any reason and that he or she will not be entitled to make a
     claim for any loss occasioned by such forfeiture as part of any claim for
     breach of his or her employment or service contract or otherwise.

1.5  Tax; Withholding.

(a)  As a condition of the Award, the Grantee agrees not to make an election,
     under Section 83(b) of the Internal Revenue Code of 1986, as amended, to
     include an amount of income in respect of the Restricted Stock.

(b)  The Committee shall determine the amount of any withholding or other tax
     required by law to be withheld or paid by the Company with respect to any
     income recognized by the Grantee with respect to the Restricted Stock.

(c)  Neither the Company nor any such Affiliate or agent makes any
     representation or undertaking regarding the treatment of any tax
     withholding in connection with the grant or vesting of the Award or the
     subsequent sale of shares subject to the Award. The Company and its
     Affiliates do not commit and are under no obligation to structure the Award
     to reduce or eliminate the Grantee's tax liability.

(d)  The Grantee shall be required to meet any applicable tax withholding
     obligation, whether United States federal, state, local or non-U.S.,
     including any employment tax obligation (the "Tax Withholding Obligation"),
     in accordance with the provisions of the Plan prior to any event in
     connection with the Award (e.g., acquisition, vesting, or disposal) that
     the Company determines may result in any Tax Withholding Obligation, and
     subject to the Plan, the Company reserves the right to determine the method
     or methods by which such Tax Withholding Obligations will be satisfied
     together with any associated timing or other details required to effectuate
     such method or methods. If, pursuant to the Plan, the Grantee wishes to
     satisfy his or her minimum Tax Withholding Obligation, in whole or in part,
     (i) by providing the Company with funds sufficient to enable the Company to
     pay such tax or (ii) by requiring (subject to Committee disapproval as
     provided in the Plan) that the Company retain or accept, or by requesting
     that the Company arrange for the sale by the Grantee of, shares of its
     stock sufficient in value (as determined under the Plan) to cover the
     amount of such tax, the Grantee will provide written notice of the same,
     together with a wire transfer or certified check for such funds in the case
     of clause (i) above, to the Company or its designee in accordance with the
     timing and other terms of the Company's notice of election procedures to be
     separately provided to the Grantee, prior to the applicable vesting date or
     other event in connection with the Award that the Company has advised
     Grantee may result in a Tax Withholding Obligation.

(e)  The Grantee is ultimately liable and responsible for all taxes owed by the
     Grantee in connection with the Award, regardless of any action the Company
     or any of its Affiliates or agents takes with respect to any Tax
     Withholding Obligations that arise in connection with the Award.
     Accordingly, Grantee agrees to pay to the Company or its relevant Affiliate
     as soon as practicable, including through additional payroll withholding,
     any amount of tax withholding that is not satisfied by any such action of
     the Company or its Affiliate.

                                       21
<PAGE>


(f)  The Committee shall be authorized, in its sole discretion, to establish
     such rules and procedures relating to the use of shares of Common Stock to
     satisfy tax withholding obligations as it deems necessary or appropriate to
     facilitate and promote the conformity of the Grantee's transactions under
     the Plan and this Agreement with Rule 16b-3 under the Securities Exchange
     Act of 1934, as amended, if such Rule is applicable to transactions by the
     Grantee.

1.6  Committee's Discretion. Notwithstanding any provision of this Agreement to
     the contrary, the Committee shall have sole and absolute discretion to
     waive any forfeiture of the Restricted Stock and any other terms or
     conditions set forth in this Agreement.

2    REPRESENTATIONS OF THE GRANTEE

The Grantee hereby represents to the Company that the Grantee has read and fully
understands the provisions of this Agreement and the Plan, and the Grantee
acknowledges that the Grantee is relying solely on his or her own advisors with
respect to the tax consequences of this Award.

3    NOTICES

All notices or communications under this Agreement shall be in writing,
addressed as follows:
To the Company:

          Verint Systems Inc.
          330 South Service Road
          Melville, NY  11747-3201
          (631) 962-9600 (phone)
          (631) 962-9623 (fax)
          Attn: General Counsel

To the Grantee:

          as set forth in the Notice of Grant
          (or if the Notice of Grant is provided electronically without
          a mailing address, then as set forth in the Company's payroll
          records)

Any such notice or communication shall be (a) delivered by hand (with written
confirmation of receipt) or sent by a nationally recognized overnight delivery
service (receipt requested) or (b) be sent certified or registered mail, return
receipt requested, postage prepaid, addressed as above (or to such other address
as such party may designate in writing from time to time), and the actual date
of receipt shall determine the time at which notice was given. Grantee will
promptly notify the Company in writing upon any change in Grantee's address.

4    ASSIGNMENT; BINDING AGREEMENT

This Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of the Grantee and the assigns and successors of the Company,
but neither this Agreement nor any rights hereunder shall be assignable or
otherwise subject to hypothecation or transfer by the Grantee.

                                       22
<PAGE>


5    ENTIRE AGREEMENT; AMENDMENT

This Agreement and the Notice of Grant represent the entire agreement of the
parties with respect to the subject matter hereof, except that the provisions of
the Plan are incorporated in this Agreement in their entirety. In the event of
any conflict between the provisions of this Agreement or the Notice of Grant and
the Plan, the provisions of the Plan shall control. This Agreement or the Notice
of Grant may be amended by the Committee without the consent of the Grantee
except in the case of an amendment adverse to the Grantee, in which case the
Grantee's consent shall be required.

6    GOVERNING LAW

This Agreement and its validity, interpretation, performance and enforcement
shall be governed by the laws of the State of New York other than the conflict
of laws provisions of such laws.

7    SEVERABILITY

Whenever possible, each provision in this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be held to be prohibited by or invalid under applicable
law, then (a) such provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the fullest extent
permitted by law and (b) all other provisions of this Agreement shall remain in
full force and effect.

8    NO RIGHT TO CONTINUED SERVICE OR PARTICIPATION; EFFECT ON OTHER PLANS

Neither this Agreement nor the Notice of Grant shall confer upon the Grantee any
right with respect to continued service with the Company, a Subsidiary or
Affiliate, nor shall it interfere in any way with the right of the Company a
Subsidiary or Affiliate to terminate the Grantee's Continuous Service at any
time. Payments received by the Grantee pursuant to this Agreement and the Notice
of Grant shall not be included in the determination of benefits under any
pension, group insurance or other benefit plan of the Company or any
Subsidiaries or Affiliate in which the Grantee may be enrolled or for which the
Grantee may become eligible, except as may be provided under the terms of such
plans or determined by the Board of Directors of the Company.

9    NO STRICT CONSTRUCTION

No rule of strict construction shall be implied against the Company, the
Committee or any other person in the interpretation of any of the terms of the
Plan, this Agreement, the Notice of Grant or any rule or procedure established
by the Committee.

10   USE OF THE WORD "GRANTEE"

Wherever the word "Grantee" is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the
executors, the administrators, or the person or persons to whom the Restricted
Stock may be transferred by will or the laws of descent and distribution, the
word "Grantee" shall be deemed to include such person or persons.

11   FURTHER ASSURANCES

The Grantee agrees, upon demand of the Company or the Committee, to do all acts
and execute, deliver and perform all additional documents, instruments and
agreements (including, without limitation, stock powers with respect to shares
of Common Stock issued as a dividend or distribution on Restricted Stock) which
may be reasonably required by the Company or the Committee, as the case may be,
to implement the provisions and purposes of this Agreement and the Plan.

                                       23
<PAGE>


                                END OF AGREEMENT




                                       24
<PAGE>


                                    EXHIBIT A
                                    ---------

                                   STOCK POWER


     FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
unto _________________________________(1), __________________________(2)
(__________)(3) shares of Common Stock of Verint Systems Inc., [represented by
Certificate No. ______](4) (the "Shares"), standing in his or her name on the
books of said corporation and does hereby irrevocably constitute and appoint
___________________________(5) as his lawful attorney-in-fact to transfer said
Shares on the books of said corporation with full power of substitution in the
premises.

DATED: ________________(6)

                                               ______________________________(7)
                                               Name:___________________(8)





____________________________________________
(1)  Leave this item blank. The transferee will be completed if and when the
     shares are assigned.
(2)  Enter the number of shares in words.
(3)  Enter the number of shares in numerals.
(4)  Include this item (and complete the blank and remove the brackets) only if
     the shares were certificated. If not, strike this item.
(5)  Leave this item blank. The attorney-in-fact will be completed if and when
     the shares are assigned.
(6)  Leave this item blank (do not date when signing). The date will be
     completed if and when the shares are assigned.
(7)  Sign here.
(8)  Print your name here.


                                       25