Exhibit
10.1


SEPARATION
AND RELEASE AGREEMENT


This Separation
and Release Agreement (“Agreement”) by and between David Gould (“Mr. Gould”), a
resident of Atlanta, Georgia, and Witness Systems, Inc. (the “Company”), a
Delaware corporation, is effective this 3rd day of January, 2007.


1.             Resignation.  The Board accepted Mr. Gould’s resignation as
Chairman of the Company’s Board of Directors as of December 6, 2006.  On December 6, 2006, the Board also accepted
Mr. Gould’s resignation as a Director and Chief Executive Officer effective on
January 3, 2007 (the “Separation Date”). 
Mr. Gould shall, at the same time he executes this Agreement, execute
the resignation letter attached to this Agreement as Exhibit A, by which he
further resigns, effective upon acceptance by the Board, his employment and all
other officer or director positions he holds with any of the Company’s
subsidiaries or affiliates.  Until such
acceptance, Mr. Gould shall continue to receive his current salary and
benefits.


2.             Employment
Agreement.  Except as otherwise
provided in this Agreement, this Agreement extinguishes the Employment
Agreement between Mr. Gould and the Company dated February 2, 1999, as amended
(the “Employment Agreement”), effective January 3, 2007.  Except as may otherwise be provided in this
Agreement, the cessation of the Employment Agreement on January 3, 2007,
without more, does not and will not result in the vesting, acceleration, or
triggering of any employment benefit in Mr. Gould’s favor, including, but not
limited to, any post-termination payment obligation or any separation payment
or benefit, vesting of stock options, or any other right which Mr. Gould may
have as an option holder, officer, or employee or under any agreement or
understanding between the Parties, including, but not limited to, the
Employment Agreement.


3.             Separation
Payments.  The Company shall make
payments to Mr. Gould in twelve (12) equal monthly installments on the last day
of each month (the “Separation Payments”). 
The Separation Payments shall commence on the last day of the month that
begins six (6) months following the Separation Date.  Each of the equal monthly installments shall
be for an amount equal to Twenty Nine Thousand Three Hundred Thirty Three Dollars
and Thirty Three Cents ($29,333.33).  If
the last day of the month falls on a weekend or a legal holiday, the respective
Separation Payment will be paid on the business day immediately preceding such
day.  Except as provided in the previous
sentence, under no circumstances will any Separation Payment to be made under
this paragraph be accelerated or deferred. 
Mr. Gould shall be solely responsible for the payment of all taxes
incurred with respect to the payments set forth in this paragraph, including,
but not limited to, federal and state income taxes, subject to the Company’s
obligation to withhold applicable state and federal taxes and social security,
as determined by the Company in its sole and absolute discretion.


4.             Consulting
Engagement.  The Company shall engage
Mr. Gould as a Consultant to the Company beginning on the Board’s acceptance of
Mr. Gould’s resignation from Company employment and continuing until the
earlier of (a) termination by Mr. Gould and/or the Company, or (b) June 30,
2007 (the “Consulting Term”).  The
Consulting Engagement may be terminated at any time simply by written
notification to the other party.  Upon
termination of the Consulting Engagement for any reason, the Company shall pay
Mr. Gould the amount of any accrued, but unpaid Consulting Compensation (as defined
in Section 4(b) below) through the date of such termination.  Termination of the Consulting Engagement
shall have no effect on the Company’s obligation to provide the Separation
Payments in Section 3 pursuant to the terms and conditions set forth therein.  After the end of the Consulting Term, Mr.
Gould and the Company may mutually agree to extend the Consulting Engagement
thereafter from 



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month to month upon the
same terms and conditions as set forth in this Section 4 (or such other terms
as they may then agree).


(a)           Consulting
Services.  During the Consulting
Term, Mr. Gould agrees to perform all consulting services as directed by the
Company from time to time, in such manner and with such limitations as the
Company may direct (the “Services”).  Mr.
Gould agrees to perform the Services faithfully, diligently, and industriously.


(b)           Consulting
Compensation. During the Consulting Term, the Company shall pay Mr. Gould
Thirty Thousand Dollars ($30,000.00) per month (the “Consulting Fee”) for
Services rendered under this Section 4. 
The Company shall pay the Consulting Fee within five (5) business days
after the end of each calendar month of the Consulting Term.  If either party terminates the consulting
engagement prior to the end of a calendar month, the Company shall pay Mr.
Gould a pro-rata share of the Consulting Fee for such month.  Mr. Gould acknowledges and agrees that he is
solely responsible, and Company has no responsibility, to pay any and all taxes
applicable to the compensation Mr. Gould receives from the Company for the
Services.


(c)           Relationship
of the Parties.  Mr. Gould
acknowledges and agrees that during the Consulting Term, Mr. Gould will be act
as an independent contractor and will not be: (i) eligible to participate in
any employee benefit plan or program offered by the Company to its employees or
agents; or (ii) covered under Company’s worker’s compensation insurance or
unemployment insurance coverages.


5.             Release.  In exchange for the consideration stated in
this Agreement, Mr. Gould releases, waives and discharges the Company,(1) and
the Company releases, waives and discharges Mr. Gould, from any claim, demand
or liability, whether known or unknown, fixed or contingent, which one party
ever had, now has or may have against the other party, arising out of or
relating to any claim (whether heretofore or hereafter brought) for any breach
of contract under or termination of the Employment Agreement occurring on or
before Mr. Gould’s execution of this Agreement. 
Mr. Gould further releases, waives and discharges the Company from any
claim, demand or liability, whether known or unknown, fixed or contingent,
which Mr. Gould ever had, now has or may have against the Company for
compensation arising out of or relating to his service (or resignation) as
chairman of the Board or a director of the Company.  Mr. Gould further agrees that he has suffered
no harassment, retaliation, employment discrimination, or work-related injury
or illness.   The foregoing releases do
not waive Mr. Gould’s right to (a) receive benefits under the Company’s 401(k)
plan that either (i) have accrued or vested prior to the date of this
Agreement, or (ii) are intended, under the terms of such plan, to survive Mr.
Gould’s separation from the Company; or (b) enforce the terms of this
Agreement, including any agreements incorporated by reference; or (c) exercise
stock options that by their terms or by the terms of their governing plans or
agreements or by the terms of this Agreement he may be entitled to exercise; or
(d) receive advancement of or indemnification for attorney’s fees and related
costs, litigation costs, settlements, and expenses as set forth in (i) Section
8 of this Agreement, (ii) the Request, Affirmation And Undertaking With Respect
To Advancement Of Expenses In Advance Of Final Disposition Of A Proceeding,
signed by Mr. Gould on September 7, 2006, (iii) Mr. Gould’s Indemnification
Agreement 






(1) For purposes of the
Release (Section 5) and ADEA/OWBPA Waiver (Section 6), the term “Company” means
the Company, the Company’s parents, subsidiaries, affiliates, and all related
companies, as well as their respective officers, directors, shareholders,
employees, agents, and any other representatives, any employee benefits plan of
the Company, and any fiduciary of those plans.


 



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with the Company dated
January 19, 2000, and (iv) the Fifth Amended and Restated Certificate of
Incorporation and Bylaws of the Company.


6.             ADEA/OWBPA Waiver.  Mr. Gould also specifically releases and
waives any right or claim against the Company, as defined in footnote 1,
arising out of his employment or his resignation of employment with the Company
under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et
seq. (“ADEA”), the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et
seq. (“OWBPA”), or the Georgia Prohibition of Age Discrimination in Employment,
O.C.G.A. § 34-1-2 (such release and waiver referred to as the “Waiver”).  Mr. Gould understands and agrees that (i)
this Agreement is written in a manner that he understands; (ii) he does not
release or waive rights or claims that may arise after he signs this Agreement;
(iii) he waives rights and claims he may have had under the OWBPA and the ADEA,
but only in exchange for payments and/or benefits in addition to anything of
value to which he is already entitled; (iv) Mr. Gould has been advised to
consult with an attorney before signing this Agreement; (v) he has twenty one
(21) calendar days (the “Offer Period”) from receipt of this Agreement to
consider whether to sign it.  If Mr.
Gould signs before the end of the Offer Period, Mr. Gould acknowledges that his
decision to do so was knowing, voluntary, and not induced by fraud,
misrepresentation, or a threat to withdraw, alter, or provide different terms
prior to the expiration of the Offer Period. 
Mr. Gould agrees that changes or revisions to this Agreement, whether
material or immaterial, do not restart the running of the Offer Period; (vi)
Mr. Gould has seven (7) calendar days after signing this Agreement to revoke
this Agreement (the “Revocation Period”). 
If Mr. Gould revokes, the Agreement shall not be effective or
enforceable and Mr. Gould shall not be entitled to the payments or benefits
provided for in Sections 3, 4(b), or 7 of this Agreement.  To be effective, the revocation must be in
writing and received by Pete Sinisgalli, member of the Board of Directors, at
Witness Systems, Inc., 300 Colonial Center Parkway, Roswell, Georgia, 30076,
prior to expiration of the Revocation Period; and (vii) this Waiver shall not become
effective or enforceable until the Revocation Period has expired.


7.             Stock Options.  Notwithstanding anything to the contrary set
forth in any prior agreement, option grant, or other compensatory arrangement,
the following will govern the options to purchase Company stock previously
granted to Mr. Gould, and which vest or have vested as of the last day of Mr.
Gould’s employment in accordance with the terms and conditions of the
respective stock option plans (“Option Plans”) and/or stock option agreements (“Option
Agreements”) pursuant to which they were granted (the “Vested Options”):  Mr. Gould shall not exercise any of the
Vested Options until after the conclusion of the option inquiry currently being
undertaken by the Company and any prohibition on exercising options has been
lifted, and the Company may instruct its Transfer Agent that Mr. Gould has so
agreed and that the Transfer Agent shall not permit any shares to be issued
pursuant to a purported exercise of a Vested Option not in accordance with this
Agreement.  Mr. Gould agrees that the
Company has the right to (1) increase the exercise price of Vested Options that
were granted to Mr. Gould on or after February 10, 2000 to a price equal to the
closing price of the Company’s common stock, as reported by the NASDAQ Stock
Market, Inc., on the date that the Company determines in its sole and absolute
discretion to be the correct measurement date for such Vested Options, or (2)
make such other adjustments, as determined in the Company’s sole and absolute
discretion, as may be required to offset the economic benefit that Mr. Gould
would otherwise derive from such lower exercise price.  Subject to the adjustments contemplated by
the preceding sentence, the Vested Options shall be exercisable until the later
of (a) December 31, 2007 or (b) thirty (30) days after the date the Company
terminates the current prohibition on exercising Company stock options.  In the event the Company adjusts Mr. Gould’s
options in accordance with this Section after December 31, 2006, Mr. Gould
agrees that, to the extent the Company must, by law, withhold income taxes
relative to such options, the 



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Company may off-set the
amount of any such required withholding from the payments Mr. Gould otherwise
receives from the Company pursuant to this Agreement.  Except as expressly provided above, the
Vested Options, and any vested options granted prior to February 10, 2000,
shall remain exercisable to the extent permitted by and in accordance with the
terms and conditions of the relevant Option Plans and/or Option Agreements,
which are incorporated by reference.  Any
unvested options shall continue to vest to the extent permitted by and in
accordance with the terms and conditions of the relevant Option Plans and/or
Option Agreements, which are incorporated by reference.


8.             Indemnification
and Incorporation by Reference; Cooperation.


(a)           This
Agreement incorporates by reference (a) the Request, Affirmation And
Undertaking With Respect To Advancement Of Expenses In Advance Of Final
Disposition Of A Proceeding, signed by Mr. Gould on September 7, 2006, (b) Mr.
Gould’s Indemnification Agreement with the Company dated January 19, 2000, and
(c) the Fifth Amended and Restated Certificate of Incorporation and Bylaws of
the Company.


(b)           Upon
reasonable notice and request of the Board, Mr. Gould shall use all reasonable
efforts to cooperate with the Company in all matters related to the winding up
of any pending work and the orderly transition of such work.


9.             Restrictive
Covenants.  Mr. Gould acknowledges
that he has had access to Confidential Information,(2) Trade Secrets, and information concerning
employees, customers, and prospective customers of the Company.  Mr. Gould also acknowledges that the Trade
Secrets and Confidential Information, and the relationship between the Company
and each of its employees, customers and prospective customers, are valuable
assets of the Company which may not be converted to his own use.  The names of customers and prospective customers
are considered Confidential Information of the Company which constitutes
valuable, special, and unique property of the Company.  Customer and prospective customer lists and
customer and prospective customer information which have been compiled by the
Company represent a material investment of the Company’s time and money.  Mr. Gould further acknowledges and agrees
that the restrictions contained in this Section are reasonable and necessary to
protect the legitimate business interests of the Company, and they will not
impair or infringe upon his right to work or earn a living.


(a)           Trade
Secrets and Confidential Information. 
Mr. Gould agrees that he shall not (i) use, disclose, or reverse
engineer the Trade Secrets or the Confidential Information except as authorized
in writing by the Company; (ii) retain Trade Secrets or Confidential
Information, including any copies existing in any form (including electronic
form) which are in his possession, custody, or control, or (iii) destroy,
delete, or alter the Trade Secrets or Confidential Information without the
Company’s prior written consent.  The
obligations under this Section shall: (i) with regard to the Trade Secrets,
remain in effect as long as the information constitutes a trade secret under
applicable law; and (ii) with regard to the Confidential Information, remain in
effect for two (2) years from the Separation Date.  The confidentiality, property, and
proprietary rights protections set forth in this Agreement are in addition to,
and not exclusive of, any and all other rights to which the Company is entitled
under federal and state law, including, but not limited to, rights provided
under copyright laws, trade secret and confidential information laws, and laws
concerning fiduciary duties.






(2) For purposes
of this Section 9 only, capitalized terms are defined in sub-section 9(f).



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(b)           Non-Disclosure
of Customer Information.  For two (2)
years from the Separation Date, Mr. Gould shall not divulge or make accessible
to any person or entity (i) the names of Customers or Prospective Customers, or
(ii) any information contained in Customer’s or Prospective Customer’s
accounts.


(c)           Non-Solicitation
of Customers.  During the Restricted
Period, Mr. Gould shall not, directly or indirectly, solicit any Customer of
the Company for the purpose of selling or providing any product lines or service lines competitive with the
Business.  The restrictions set forth in
this sub-section apply only to Customers with whom Mr. Gould had Contact.  Nothing in this sub-section shall be
construed to prohibit Mr. Gould from soliciting any Customer of the Company for
the purpose of selling or providing any product lines or service lines
competitive with the Business: (i) which Mr. Gould never sold or provided while
employed by the Company; (ii) to a Customer that explicitly severed its
business relationship with the Company unless Mr. Gould caused or encouraged
the Customer to sever the relationship; or (iii) which product line or service
line the Company no longer offers.


(d)           Non-Solicitation
of Prospective Customers.  During the
Restricted Period, Mr. Gould shall not, directly or indirectly, solicit any
Prospective Customer of the Company for the purpose of selling or providing any
product lines or service lines competitive with the Business.  The restrictions set forth in this
sub-section apply only to Prospective Customers with whom Mr. Gould had Contact
during the last year of his employment with the Company.  Nothing in this sub-section shall be
construed to prohibit Mr. Gould from soliciting any Prospective Customer of the
Company for the purpose of selling or providing any product lines or service
lines competitive with the Business that the Company no longer offers.


(e)           Non-Recruit
of Employees.  During the Restricted
Period, Mr. Gould shall not, directly or indirectly, solicit, recruit, or
induce any Employee to (i) terminate his or her employment relationship with
the Company, or (ii) work for any other person or entity engaged in the
Business.  The restrictions set forth in
this sub-section shall apply only to Employees (a) with whom Mr. Gould had
Material Interaction, or (b) Mr. Gould supervised.


(f)            Definitions.  For purposes of this Section 9 only,
capitalized terms shall be defined as follows:


(i)            “Business” means the
business of developing, marketing, and selling multimedia recording,
performance analysis, and e-learning management applications that are designed
to improve the quality of customer interactions across multiple communications
media, including the telephone, e-mail and the Internet, and are used primarily
in the customer’s contact center(s). These applications enable contact centers
to capture, evaluate and analyze complete customer interactions through
multiple media, identify performance gaps and then apply targeted electronic
learning to improve their performance.


(ii)           “Company” means Witness
Systems, Inc.


(iii)          “Confidential
Information” means (a) information of the Company, to the extent not considered
a Trade Secret under applicable law, that (i) relates to the business of the
Company, (ii) possesses an element of value to the Company, (iii) is not
generally known to the Company’s competitors, and (iv) would damage the Company
if disclosed, and 



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(b) information of any
third party provided to the Company which the Company is obligated to treat as
confidential, including, but not limited to, information provided to the
Company by its licensors, suppliers, or customers.  Confidential Information includes, but is not
limited to, (i) future business plans, (ii) the composition, description, schematic
or design of products, future products or equipment of the Company or any third
party, (iii) communication systems, audio systems, system designs and related
documentation, (iv) advertising or marketing plans, (v) information regarding
independent contractors, employees, clients, licensors, suppliers, customers,
or any third party, including, but not limited to, customer lists compiled by
the Company, and customer information compiled by the Company, and (vi)
information concerning the Company’s or a third party’s financial structure and
methods and procedures of operation. 
Confidential Information will not include any information that (i) is or
becomes generally available to the public other than as a result of an unauthorized
disclosure, (ii) has been independently developed and disclosed by others
without violating this Agreement or the legal rights of any party, or (iii)
otherwise enters the public domain through lawful means.


(iv)          “Contact” means any
interaction between Mr. Gould and a Customer or Prospective Customer which took
place in an effort to establish, maintain, and/or further a business
relationship on behalf of the Company.


(v)           “Customer” means any
person or entity to whom the Company has sold its products or services.


(vi)          “Employee” means any
person who (i) is employed by the Company at the time Mr. Gould’s employment
with the Company ends, or (ii) was employed by the Company during the last year
of Mr. Gould’s employment with the Company.


(vii)         “Material Interaction”
means any interaction between Mr. Gould and an Employee which related, directly
or indirectly, to the performance of Mr. Gould’s duties for the Company.


(viii)        “Prospective Customer”
means any person or entity to whom the Company has solicited to sell its
products or services.


(ix)           “Restricted Period”
means for one (1) year from the Separation Date.


(x)            “Trade Secrets” means
information of the Company, and its licensors, suppliers, clients, and
customers, without regard to form, including, but not limited to, technical or nontechnical
data, a formula, a pattern, a compilation, a program, a device, a method, a
technique, a drawing, a process, financial data, financial plans, product
plans, a list of actual customers, clients, licensors, or suppliers, or a list
of potential customers, clients, licensors, or suppliers which is not commonly
known by or available to the public and which information (i) derives economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.


(g)           Injunctive
Relief. If Mr. Gould breaches any of the restrictions set forth in this
Section, he agrees that: (i) the Company would suffer irreparable harm; (ii) it
would be difficult to 



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determine damages, and money damages alone would be an inadequate
remedy for the injuries suffered by the Company; and (iii) if the Company seeks
injunctive relief to enforce this Agreement, Mr. Gould shall waive and shall
not (a) assert any defense that the Company has an adequate remedy at law with
respect to the breach, (b) require that the Company submit proof of the
economic value of any Trade Secret or Confidential Information, or (c) require
the Company to post a bond or any other security.  Nothing contained in this Agreement shall
limit the Company’s right to any other remedies at law or in equity.


(h)           Independent
Enforcement.  The covenants set forth
in this Section shall be construed as agreements independent of (i) any other
agreements, (ii) any other provision in this Agreement, or (iii) any other
covenant set forth in this Section, and the existence of any claim or cause of
action by Mr. Gould against the Company, whether predicated on this Agreement
or otherwise, regardless of who was at fault and regardless of any claims that
either Mr. Gould or the Company may have against the other, shall not
constitute a defense to the enforcement by the Company of the covenants set
forth in this Section.  The Company shall
not be barred from enforcing the restrictive covenants set forth in this
Section by reason of any breach of (i) any other part of this Agreement, or
(ii) any other agreement with Mr. Gould.


10.           Return of Company
Documents.  Upon termination of the
Consulting Engagement, Mr. Gould shall deliver to the Company all originals and
copies of all business records in his possession, custody, or control,
including, without limitation, all analyses, correspondence, data, calendars,
emails, notes, information, memoranda, records, documents, or other materials
composed or received by Mr. Gould, solely or jointly with others, related in
any manner to the past, present, or anticipated business of the Company and/or
any affiliated company and all property owned by the Company and/or any
affiliated company (“Company Documents”). 
Mr. Gould represents and agrees that he has no claim or right, title or
interest in any Company Documents.  Upon
termination of the Consulting Engagement, Mr. Gould shall also remove all
personal property (i.e., non-Company Documents) from the Company’s premises.
This Section does not apply to any personal documents, records, or property of
Mr. Gould, whether in his possession or in the possession of his attorney.  Company Documents that are attorney-client
privileged between Mr. Gould and his personal counsel, or that constitute work
product of Mr. Gould or his personal counsel, shall be returned to the Company
in redacted form as appropriate to preserve Mr. Gould’s privileges and protections.  Mr. Gould shall also return to the Company
any underlying documents in possession of Mr. Gould’s counsel, which documents
may be reorganized as and if necessary to preserve privilege and work product
protection.


11.           Sarbanes-Oxley Act.  Notwithstanding anything to the contrary set
forth in this Agreement, the Company does not waive any rights or obligations
imposed on it by the Sarbanes-Oxley Act of 2002, including, but not limited to,
Section 304(a).


12.           No Admission of
Liability.  The parties understand
and agree that no statement or consideration herein shall be construed as an
admission of any claim, such admissions being expressly denied.


13.           Waiver.  Either Party’s failure to enforce any
provision of this Agreement shall not act as a waiver of that or any other
provision.  Either Party’s waiver of any
breach of this Agreement shall not act as a waiver of any other breach.



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14.           Severability.  The provisions of this Agreement are
severable.  If any provision is
determined to be invalid, illegal, or unenforceable, in whole or in part, the
remaining provisions and any partially enforceable provisions shall remain in
full force and effect.


15.           Governing Law.  Except for the agreements incorporated by
reference in Section 8, which shall continue to be governed by the laws of the
State of Delaware, the laws of the State of Georgia shall govern the remainder
of this Agreement.  If Georgia’s conflict
of law rules would apply another state’s laws, the Parties agree that Georgia
law shall still govern.


16.           Entire Agreement.  This Agreement, the agreements incorporated
by reference in Section 8, and Exhibit A, which is also incorporated by
reference, constitute the entire agreement between the Parties.  This Agreement supersedes any prior
communications, agreements or understandings, whether oral or written, between
the Parties arising out of or relating to Mr. Gould’s employment and his
resignation of that employment.  Mr.
Gould acknowledges that his post-termination obligations contained in this
Agreement, including, but not limited to, Section 9, are valid, enforceable and
reasonably necessary to protect the interests of the Company, and he agrees to
abide by such obligations.  Other than the
terms of this Agreement, no other representation, promise or agreement has been
made by the Parties to cause them to sign this Agreement.


17.           Amendments.  This Agreement may not be amended or modified
except in writing signed by both Parties.


18.           Successors and
Assigns.  This Agreement shall be for
the benefit of and binding upon the parties and their respective heirs,
personal representatives, legal representatives, successors and, as to the
Company, assigns, including without limitation, any successor to the Company by
merger, consolidation, sale of stock or assets, or otherwise.


19.           Consent to
Jurisdiction and Venue. Except as to the agreements incorporated by
reference in Section 8, the parties agree that any claim arising out of or
relating to this Agreement shall be brought in a state or federal court of
competent jurisdiction in Georgia.  The
parties consent to the personal jurisdiction of the state and/or federal courts
located in Georgia.  The parties waive
(i) any objection to jurisdiction or venue, or (ii) any defense claiming lack
of jurisdiction or improper venue, in any action brought in such courts.



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The parties acknowledge
the validity of this nine (9) page Agreement, including the attached Exhibit A,
and represent that they have the legal capacity to enter into this Agreement.
The parties acknowledge that they have each consulted with an attorney before
signing this Agreement.  The parties have
carefully read the Agreement, know and understand the terms and conditions,
including its final and binding effect, and sign it voluntarily.


	
  Witness Systems, Inc.

  	
  David Gould

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  William F. Evans

  	
   

  	
   

  	
  /s/
  David Gould

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Executive
  Vice President & Chief 

  	
   

  	
  Date:

  	
  January 3, 2007

  	
   

  
	
  Financial
  Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  January 3, 2007

  	
   

  	
   

  	
   

  
										



 



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EXHIBIT
A


January 3, 2007


Pete Sinisgalli


Board of Directors


Witness Systems, Inc.


300 Colonial Center Parkway


Roswell, Georgia  30076


Re: Resignation


Dear Pete:


Effective upon
acceptance by the Board, I hereby resign my employment with Witness Systems,
Inc. (the “Company”) and all officer, director and other positions and
employment that I hold with any subsidiary or affiliate of the Company.  My resignation is not the result of any
disagreement with the Company, its subsidiaries, affiliates, or any of their
Boards of Directors, relating to their operations, policies, or practices.


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  David Gould

  	
   

  
	
   

  	
   

  
	
   

  	
  David Gould

  



 



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