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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 31, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-33445
    Netezza Corporation
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

04-3527320(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)26 Forest Street
    Marlborough, MA(Address of Principal
    Executive Offices)

01752(Zip Code)   Registrants telephone number, including area code:
 (508) 382-8200
    Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





NETEZZA
    CORPORATION
  ANNUAL
    REPORT ON
    FORM 10-K
    FOR FISCAL YEAR 2010
  TABLE OF
    CONTENTS
   
 PagePART I.Item 1.


Business


1Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


29Item 2.


Properties


29Item 3.


Legal Proceedings


29Item 4.


(Removed and Reserved)


30PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


30Item 6.


Selected Financial Data


32Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


32Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


50Item 8.


Financial Statements and Supplementary Data


52Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


84Item 9A.


Controls and Procedures


84Item 9B.


Other Information


85PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


85Item 11.


Executive Compensation


85Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


85Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


86Item 14.


Principal Accountant Fees and Services


86PART IV.Item 15.


Exhibits and Financial Statement Schedules


86EX-10.9EX-10.21EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




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PART 1



FORWARD-LOOKING
    STATEMENTS  Form 10-K
  Form 10-K Form 10-K. Form 10-K.




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ITEM 1.
    BUSINESS  Company
    Overview
  tm tm ®
      
    Performance and price-performance in terms of data query
    response times through our proprietary streaming technology.
    Massive scalability through our proprietary Asymmetric Massively
    Parallel Processing, or AMPP, architecture.
    Simplicity of installation, operation and administration.
    Cost effectiveness through the use of commodity blade-server and
    storage components packaged in a single unified solution.         1




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(508) 382-8200. www.netezza.com Form 10-K.
  Form 10-K.
    Industry
    Background
  Proliferation
    of Data
    
    Communications.  The communications industry is
    characterized by intense competition and customer attrition, or
    churn. Targeted marketing opportunities and the
    rapid response to behavior trends are paramount to the success
    of communications service providers in retaining existing
    customers and attracting new customers. Customer relationship
    management, or CRM, analyses need to be constantly and quickly
    performed to enable service providers to market to at-risk
    customers before they churn, offer new products and services to
    those most likely to buy, and identify and manage key customer
    relationships. Other key analytical needs of communications
    service providers include call data record analysis for revenue
    assurance, billing and least-cost routing, fraud detection and
    network management.
    Digital Media.  For online businesses, the
    process of collecting, analyzing and reporting data about page
    visits, otherwise known as click stream analysis, is required
    for constant monitoring of website performance and customer
    pattern changes. In addition to needing to address the
    operational and customer relationship challenges faced by
    traditional retailers, digital media businesses must also
    analyze hundreds of millions or even billions of click stream
    data records to track and respond to customer behavior patterns
    in real time. Additionally, with online advertising now a major
    revenue generator, many digital media businesses and their
    advertisers need to understand who is looking at the
    advertisements and their actions as a result of viewing the
    advertisements. Fast analysis of online activity can enable
    better cross-selling of products, prevent customers from
    abandoning shopping carts or leaving the web site, and mitigate
    click stream fraud.
    Retail.  With thousands of products and
    millions of customers, many retailers need sophisticated systems
    to track, manage and optimize customer and supplier
    relationships. Targeted marketing programs often require the
    analysis of millions of customer transactions. To prevent supply
    shortages large retailers must integrate and analyze customer
    transaction data, vendor delivery schedules and supply chain
    data, including the proliferation of RFID data. Other useful
    analyses for retail companies include market basket
    analysis of the items customers buy in a given shopping session,
    customer loyalty programs for frequent buyers,
    overstock/understock and supply chain optimization.
    Financial Services.  Financial services
    institutions generate terabytes of data related to millions of
    client purchases, banking transactions and contacts with
    marketing, sales and customer service across multiple channels.
    This data contains crucial business information on client
    preferences and buying behavior, and can reveal insights that
    enable stronger customer relationship management and increase
    the lifetime value of the customer. In addition, risk management
    and portfolio management applications require analysis of vast
    amounts of rapidly changing data for fraud prevention and loan
    analysis. With extensive compliance and 2




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regulatory requirements, financial institutions are required to
    retain an ever-increasing amount of data and need to make this
    data available for detailed reporting on a periodic basis.  
    Outsourced Analytics.  The primary purpose of
    these companies is providing business intelligence support to
    enterprises on an outsourced basis. Outsourced analytic
    providers serving many industries, including retail,
    telecommunications, healthcare and others, provide clients with
    domain expertise in database-driven marketing and customer
    segmentation. Since their clients are looking for faster
    turn-arounds for more sophisticated reports on continuously
    increasing amounts of data, these companies require solutions
    that will scale better with lower cost of ownership to meet
    their clients service-level agreements, while improving
    their own profitability.
    Government.  As some of the largest creators
    and consumers of data, government agencies around the world need
    to access, analyze and share vast amounts of
    up-to-date
    data quickly and efficiently. These agencies face a broad range
    of challenges, including identifying terrorist threats and
    reducing fraud, waste and abuse. Iterative analysis on many
    terabytes of data with high performance is crucial for achieving
    these missions.
    Health and Life Sciences.  Healthcare providers
    seek to analyze terabytes of operational and patient care data
    to measure drug effectiveness and interactions, improve quality
    of care and streamline operations through more cost-effective
    services. Pharmaceutical companies rely on data analysis to
    speed new drug development and increase marketing effectiveness.
    In the future, these companies plan to incorporate large amounts
    of genomic data into their analyses in order to tailor drugs for
    more personalized medicine.      Growing
    Role of the Data Warehouse
      Growth in Users of Business Intelligence.
  Increasing Number and Sophistication of Data
    Queries.
 3




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Need for Real-time Data Availability.
  Advanced Analytical Techniques.
  Limitations
    of Traditional Data Warehouse Systems
      Inefficient Execution of Complex and Ad Hoc
    Queries.
  Difficult and Costly Procurement Process.
  Complex Infrastructure Installation and
    Deployment.
 4




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Slow Response to Changing Business Needs.
  Costly Ongoing Administration and
    Maintenance.
  Inefficient Power, Cooling and Footprint
    Requirements.
  Limited Scalability.
  Limited Advanced Analytics
    Capabilities.
  Limited Data Auditing Capabilities.
 5




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Our
    Solution
      Superior Performance.
  Easy and Cost-Effective Procurement.
  Quick and Easy Infrastructure Installation and
    Deployment.
  Rapid Adaptation to Changing Business
    Needs.
  Minimal Ongoing Administration and
    Maintenance.
 6




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Small Footprint, and Low Power and Cooling
    Requirements.
  High Degree of Scalability.
  Trust with Built-in Data Compliance & Auditing
    Capabilities.
  Our
    Products
    TwinFin Series TwinFin Series
  Skimmer Series
    EntrySmallest


TwinFin


LargestConfiguration


Configuration


Configuration(Skimmer 1)


(TwinFin 3)


(TwinFin 120)Snippet Processing Blades (S-Blades)


1



3



120Parallel Data Processing Streams


8



24



960User Data Capacity (Terabytes)


10



32



1,280Data Scan Rate (Terabytes/hour)


12



35



1,400   Mantra Mantra Mantra
    Enterprise Mantra Mantra Enterprise Mantra CMC
 7




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Product Partnerships and Alliances.
  Technology
    and Architecture
    
    Moving processing intelligence to a record stream adjacent to
    storage significantly enhances performance and scalability. Our
    approach allows us to perform database operations in a
    streaming fashion. This patent-pending Netezza
    innovation is called Intelligent Query Streaming technology. The
    approach of traditional solutions requires data from storage to
    be moved through many stages before database operations can be
    performed.
    Performance and scalability goals can be met using elements of
    both symmetric multi-processing, or SMP, and massively parallel
    processing, or MPP, applying each method where it is best suited
    to meet the specific needs of analytic applications operating on
    terabytes of data. We believe our architectural approach, AMPP,
    provides significant improvements in performance and scalability
    as compared to traditional data warehouse systems. We have
    several patents pending surrounding our AMPP architecture.      
    The first tier is a high-performance Linux SMP host that
    compiles data query tasks received from business intelligence
    applications, and generates query execution plans. It then
    divides a query into a sequence of
    sub-tasks,
    or snippets that can be executed in parallel, and distributes
    the snippets to the second tier for execution.
    The second tier consists of one to hundreds of snippet
    processing blades, or S-Blades, where all the primary processing
    work of the appliance is executed. The S-Blades are intelligent
    processing nodes that make up the MPP engine of the appliance.
    Each S-Blade is an independent server that contains powerful
    multi-core Intel-based CPUs, Netezzas proprietary
    multi-engine Field Programmable Gate Array, or FPGA, which have
    been programmed by us to accelerate streaming analytic
    performance and multiple gigabytes of RAM. The S-Blade is
    composed of a standard blade-server combined with a special
    Netezza Database Accelerator card which snaps right alongside
    the blade. Each S-Blade is, in turn, connected to multiple disk
    drives processing multiple data streams in a TwinFin or Skimmer
    in parallel.    Customers
   8




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Service
    and Support
    on-site
  three-day on-site on-site
      Sales and
    Marketing
     9




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Research
    and Development
    Manufacturing
       10




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Competition
        Intellectual
    Property
     11




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Employees
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
 12




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508-382-8200
   ITEM 1A.
    RISK
    FACTORS  Risks
    Related to Our Business and Industry
  Form 10-K,
  Adverse
    changes in economic conditions and reduced information
    technology spending may continue to negatively impact our
    business.
    Our
    operating results may fluctuate significantly from quarter to
    quarter and may fall below expectations in any particular fiscal
    quarter, which could adversely affect the market price of our
    common stock.
  period-to-period
    
    the impact of the recent economic downturn on customer purchases;
    the impact of new competitors or new competitive offerings;
    the typical recording of a significant portion of our quarterly
    sales in the final month of the quarter, whereby small delays in
    completion of sales transactions could have a significant impact
    on our operating results for that quarter;
    the relatively high average selling price of our products and
    our dependence on a limited number of customers for a
    substantial portion of our revenue in any quarterly period,
    whereby the loss of or delay in a customer order could
    significantly reduce our revenue for that quarter;
    the possibility of seasonality in demand for our products; 13




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
    the addition of new customers or the loss of existing customers;
    the rates at which customers purchase additional products or
    additional capacity for existing products from us;
    changes in the mix of products and services sold;
    the rates at which customers renew their maintenance and support
    contracts with us;
    our ability to develop and introduce new products and to enhance
    our existing products with new and better functionality that
    meet customer requirements;
    the timing of recognizing revenue as a result of revenue
    recognition rules, including due to the timing of delivery and
    receipt of our products;
    the length of our product sales cycle;
    the productivity and growth of our sales force;
    service interruptions with any of our single source suppliers or
    manufacturing partners;
    changes in pricing by us or our competitors, or the need to
    provide discounts to win business;
    the timing of our product releases or upgrades or similar
    announcements by us or our competitors;
    the timing of investments in research and development related to
    new product releases or upgrades;
    our ability to control costs, including operating expenses and
    the costs of the components used in our products;
    volatility in our stock price, which may lead to higher stock
    compensation expenses;
    future accounting pronouncements and changes in accounting
    policies;
    costs related to the acquisition and integration of companies,
    assets or technologies;
    technology and intellectual property issues associated with our
    products; and
    general economic trends, including changes in information
    technology spending or geopolitical events such as war or
    incidents of terrorism.    Our
    limited operating history and the rapid development of the data
    warehouse market make it difficult to evaluate our current
    business and future prospects, and may increase the risk of your
    investment.
    
    attract new customers and maintain current customer
    relationships;
    continue to develop and upgrade our data warehouse solutions;
    respond quickly and effectively to competitive pressures;
    offer competitive pricing or provide discounts to customers in
    order to win business;
    manage our expanding operations, including internationally; 14




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
    maintain adequate control over our expenses;
    maintain adequate internal controls and procedures;
    maintain our reputation, build trust with our customers and
    further establish our brand; and
    identify, attract, retain and motivate qualified personnel.    We
    have a history of losses, and we may not maintain profitability
    in the future.
    We
    depend on a single product family, our data warehouse appliance
    family, for nearly all of our revenue, so we are particularly
    vulnerable to any factors adversely affecting the sale of that
    product family.
    If our
    new data warehouse appliance, the
    TwinFintmappliance, does not achieve widespread market acceptance, our
    operating results will suffer.
    If we
    lose key personnel, or if we are unable to attract and retain
    highly-qualified personnel on a
    cost-effective
    basis, it will be more difficult for us to manage our business
    and to identify and pursue growth opportunities.
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If we
    are unable to develop and introduce new products and
    enhancements to existing products, if our new products and
    enhancements to existing products do not achieve market
    acceptance, or if we fail to manage product transitions, we may
    fail to increase, or may lose, market share.
      We
    face intense and growing competition from leading technology
    companies as well as from emerging companies. Our inability to
    compete effectively with any or all of these competitors could
    impact our ability to achieve our anticipated market penetration
    and achieve or sustain profitability.
       16




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Our
    success depends on the continued recognition of the need for
    business intelligence in the marketplace and on the adoption by
    our customers of data warehouse appliances, often as
    replacements for existing systems, to enable business
    intelligence. If we fail to improve our products to further
    drive this market migration as well as to successfully compete
    with alternative approaches and products, our business would
    suffer.
    Claims
    that we infringe or otherwise misuse the intellectual property
    of others could subject us to significant liability and disrupt
    our business, which could have a material adverse effect on our
    business and operating results.
     17




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
    be time-consuming and expensive to defend, whether meritorious
    or not;
    cause shipment delays;
    divert the attention of our technical and managerial resources;
    require us to enter into royalty or licensing agreements with
    third parties, which may not be available on terms that we deem
    acceptable, if at all;
    prevent us from operating all or a portion of our business or
    force us to redesign our products, which could be difficult and
    expensive and may degrade the performance of our products;
    subject us to significant liability for damages or result in
    significant settlement payments; and/or
    require us to indemnify our customers, distribution partners or
    suppliers.    Our
    products must interoperate with our customers information
    technology infrastructure, including customers software
    applications, networks, servers and data-access protocols, and
    if our products do not do so successfully, we may experience a
    weakening demand for our products.
    If we
    fail to enhance our brand, our ability to expand our customer
    base will be impaired and our operating results may
    suffer.
   18




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We may
    not receive significant revenues from our current research and
    development efforts for several years, if at all.
    Our
    sales cycles can be long and unpredictable, and our sales
    efforts require considerable time and expense, which contribute
    to the unpredictability and variability of our financial
    performance and may adversely affect our
    profitability.
    Our
    company has grown rapidly and we may be unable to manage our
    growth effectively.
    Our
    ability to sell to U.S. federal government agencies is subject
    to evolving laws and policies that could have a material adverse
    effect on our growth prospects and operating results, and our
    contracts with the U.S. federal government may impose
    requirements that are unfavorable to us.
   19




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E-government
      
    terminate contracts for convenience at any time without cause;
    obtain detailed cost or pricing information;
    receive most favored customer pricing;
    perform routine audits;
    impose equal employment and hiring standards;
    require products to be manufactured in specified countries;
    restrict
    non-U.S. ownership
    or investment in our company; and
    pursue administrative, civil or criminal remedies for
    contractual violations.    Our
    international operations are subject to additional risks that we
    do not face in the United States, which could have an adverse
    effect on our operating results.
   20




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
    difficulties in staffing and managing our foreign offices and
    the increased travel, infrastructure and legal and compliance
    costs associated with multiple international locations;
    general economic conditions in the countries in which we
    operate, including seasonal reductions in business activity in
    the summer months in Europe, during Lunar New Year in parts of
    Asia and in other periods in various individual countries;
    longer payment cycles for sales in foreign countries and
    difficulties in enforcing contracts and collecting accounts
    receivable;
    additional withholding taxes or other taxes on our foreign
    income, and tariffs or other restrictions on foreign trade or
    investment;
    imposition of, or unexpected adverse changes in, foreign laws or
    regulatory requirements, many of which differ from those in the
    United States;
    increased length of time for shipping and acceptance of our
    products;
    difficulties in repatriating overseas earnings;
    increased exposure to foreign currency exchange rate risk;
    tariffs and trade barriers, import/export controls, and other
    regulatory or contractual limitations on our ability to sell or
    develop our products in certain foreign markets;
    reduced protection for intellectual property rights in some
    countries;
    costs and delays associated with developing products in multiple
    languages; and
    political unrest, war, incidents of terrorism, or responses to
    such events.    Our
    future revenue growth will depend in part on our ability to
    further develop our indirect sales channel, and our inability to
    effectively do so will impair our ability to grow our
    revenues.
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Our
    ability to sell our products and retain customers is highly
    dependent on the quality of our maintenance and support services
    offerings, and our failure to offer high-quality maintenance and
    support could have a material adverse effect on our operating
    results.
  on-site
  Our
    products are highly technical and may contain undetected
    software or hardware defects, which could cause data
    unavailability, loss or corruption that might result in
    liability to our customers and harm to our reputation and
    business.
    
    loss of customers;
    negative publicity and damage to our reputation;
    diversion of our engineering, customer service and other
    resources;
    increased service and warranty costs; and
    loss or delay in revenue or market acceptance of our products.    It is
    difficult to predict our future capital needs and we may be
    unable to obtain additional financing that we may need, which
    could have a material adverse effect on our business, operating
    results and financial condition.
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
    develop or enhance our products;
    support additional capital expenditures;
    respond to competitive pressures;
    fund operating losses in future periods; or
    take advantage of acquisition or expansion opportunities.    A
    substantial portion of our marketable securities is invested in
    highly rated auction rate securities. Failures in these auctions
    may affect our liquidity.
  and/or
    If we
    are unable to protect our intellectual property rights, our
    competitive position could be harmed or we could be required to
    incur significant expenses to enforce our rights.
   23




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Our
    products may be subject to open source licenses, which may
    restrict how we use or distribute our solutions or require that
    we release the source code of certain technologies subject to
    those licenses.
      As
    part of our business strategy, we engage in acquisitions, which
    could disrupt our business, cause dilution to our stockholders,
    reduce our financial resources and result in increased
    expenses.
    
    the purchase price we pay could significantly deplete our cash
    reserves, impair our future operating flexibility or result in
    dilution to our existing stockholders;
    we may find that the acquired company, assets or technology do
    not further improve our financial and strategic position as
    planned; 24




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
    we may find that we overpaid for the company, asset or
    technology, or that the economic conditions underlying our
    acquisition have changed;
    we may have difficulty integrating the operations and personnel
    of the acquired company;
    we may have difficulty retaining the employees with the
    technical skills needed to enhance and provide services with
    respect to the acquired assets or technologies;
    the acquisition may be viewed negatively by customers, financial
    markets or investors;
    we may have difficulty incorporating the acquired technologies
    or products with our existing product lines;
    we may encounter difficulty entering and competing in new
    product or geographic markets;
    we may encounter a competitive response, including price
    competition or intellectual property litigation;
    we may have product liability, customer liability or
    intellectual property liability associated with the sale of the
    acquired companys products;
    we may be subject to litigation by terminated employees or third
    parties;
    we may incur debt, one-time write-offs, such as acquired
    in-process research and development costs, and restructuring
    charges;
    we may acquire goodwill and other intangible assets that are
    subject to impairment tests, which could result in future
    impairment charges;
    our ongoing business and managements attention may be
    disrupted or diverted by transition or integration issues and
    the complexity of managing geographically or culturally diverse
    enterprises; and
    our due diligence process may fail to identify significant
    existing issues with the target companys product quality,
    product architecture, financial disclosures, accounting
    practices, internal controls, legal contingencies, intellectual
    property and other matters.    out-of-pocket
  We are
    subject to governmental export controls that could impair our
    ability to compete in international markets.
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We
    rely on a single contract manufacturer to assemble our products,
    and our failure to manage our relationship with our contract
    manufacturer successfully could negatively impact our ability to
    sell our products.
      We
    depend on a continued supply of components for our products from
    third-party suppliers, and if shortages of these components
    arise, we may not be able to secure enough components to build
    new products to meet customer demand or we may be forced to pay
    higher prices for these components.
    We
    currently rely on a contract engineering firm for quality
    assurance and product integration engineering.
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Future
    interpretations of existing accounting standards could adversely
    affect our operating results.
    
    undelivered elements for which we do not have vendor-specific
    objective evidence of fair value;
    requirements that we deliver services for significant
    enhancements and modifications to customize our software for a
    particular customer; or
    material acceptance criteria.      If we
    fail to maintain an effective system of internal controls, we
    might not be able to report our financial results accurately or
    prevent fraud; in that case, our stockholders could lose
    confidence in our financial reporting, which could negatively
    impact the price of our stock.
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Risks
    Related to our Common Stock
  The
    trading price of our common stock is likely to be
    volatile.
    
    changes in operating performance and stock market valuations of
    other technology companies generally or those that sell data
    warehouse solutions in particular;
    actual or anticipated fluctuations in our operating results;
    the financial guidance that we may provide to the public, any
    changes in such guidance, or our failure to meet such guidance;
    changes in financial estimates by securities analysts, our
    failure to meet such estimates, or failure of analysts to
    initiate or maintain coverage of our stock;
    the publics response to our press releases or other public
    announcements by us, including our filings with the SEC;
    announcements by us or our competitors of significant technical
    innovations, customer wins or losses, acquisitions, strategic
    partnerships, joint ventures or capital commitments;
    introduction of technologies or product enhancements that reduce
    the need for our products;
    the loss of key personnel;
    the development and sustainability of an active trading market
    for our common stock;
    lawsuits threatened or filed against us;
    future sales of our common stock by our officers or
    directors; and
    other events or factors affecting the economy generally,
    including those resulting from political unrest, war, incidents
    of terrorism or responses to such events.      If
    securities or industry analysts do not publish research or
    publish unfavorable research about our business, our stock price
    and trading volume could decline.
    Provisions
    in our certificate of incorporation and by-laws and Delaware law
    might discourage, delay or prevent a change in control of our
    company or changes in our management and, therefore, may
    negatively impact the trading price of our common
    stock.
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
    establish a classified board of directors so that not all
    members of our board are elected at one time;
    provide that directors may only be removed for cause;
    authorize the issuance of blank check preferred
    stock that our board of directors could issue to increase the
    number of outstanding shares and to discourage a takeover
    attempt;
    eliminate the ability of our stockholders to call special
    meetings of stockholders;
    prohibit stockholder action by written consent, which has the
    effect of requiring all stockholder actions to be taken at a
    meeting of stockholders;
    provide that the board of directors is expressly authorized to
    make, alter or repeal our by-laws; and
    establish advance notice requirements for nominations for
    election to our board of directors or for proposing matters that
    can be acted upon by stockholders at stockholder meetings.    Insiders
    own a significant portion of our outstanding common stock and
    will therefore have substantial control over us and will be able
    to influence corporate matters.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  Form 10-K.
  ITEM 3.
    LEGAL
    PROCEEDINGS   29




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##### Table of Contents



ITEM 4.
    (REMOVED
    AND RESERVED) PART II ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information for Common Stock
    Fiscal Year 2009

High


LowFirst fiscal quarter ended April 30, 2008

$
10.60


$
7.85Second fiscal quarter ended July 31, 2008

$
13.40


$
10.09Third fiscal quarter ended October 31, 2008

$
14.03


$
8.10Fourth fiscal quarter ended January 31, 2009

$
9.25


$
5.12Fiscal Year
    2010First fiscal quarter ended April 30, 2009

$
8.13


$
4.82Second fiscal quarter ended July 31, 2009

$
9.21


$
6.63Third fiscal quarter ended October 31, 2009

$
11.69


$
8.84Fourth fiscal quarter ended January 31, 2010

$
11.14


$
9.09     Stockholders
    Dividend
    Policy
   30




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##### Table of Contents



Comparative
    Stock Performance Graph
    COMPARISON
    OF CUMULATIVE TOTAL RETURN
  
  ANNUAL RETURN PERCENTAGE
 Years Ending
  Company / Index


1/31/08


1/31/09


1/31/10Netezza Corporation



(43.30
)



(38.44
)



49.75S&P 500 Index



(10.34
)



(38.63
)



33.14S&P Information Technology Index



(12.26
)



(37.00
)



52.75   INDEXED
    RETURNS
    Years Ending
  BasePeriodCompany / Index


7/19/07



1/31/08



1/31/09



1/31/10Netezza Corporation



100




56.70




34.91




52.27S&P 500 Index



100




89.66




55.02




73.26S&P Information Technology Index



100




87.74




55.27




84.43   Recent
    Sales of Unregistered Securities
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   31




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Fiscal Year Ended January 31,2010(1)(2)


2009(1)


2008


2007


2006(In thousands, except per share amounts)Summary of Operations:Revenue

$
190,635


$
187,769


$
126,686


$
79,621


$
53,851Operating income (loss)


3,650



12,589



403



(8,251
)


(14,034
)Income (loss) before cummulative effect of change in accounting
    principle and accretion to preferred stock


4,190



31,519



1,994



(7,975
)


(13,807
)Accretion to preferred stock










(2,853
)


(5,931
)


(5,797
)Net income (loss) attributable to common shareholders


4,190



31,519



(859
)


(13,906
)


(19,822
)Net income (loss) per share attributable to common
    stockholders  basic

$
0.07


$
0.53


$
(0.03
)

$
(1.90
)

$
(2.99
)Net income (loss) per share attributable to common
    stockholders  diluted

$
0.07


$
0.50


$
(0.03
)

$
(1.90
)

$
(2.99
)Weighted average common shares outstanding  basic


60,447



58,967



33,989



7,319



6,635Weighted average common shares outstanding  diluted


63,062



62,791



33,989



7,319



6,635     (1)
    
    On May 9, 2008, Netezza completed the acquisition of
    NuTech, whereby Netezza acquired NuTech for aggregate
    consideration of approximately $6.6 million. The financial
    data for the fiscal years ended January 31, 2009 and 2010
    includes operating results for NuTech for the period following
    its acquisition, presented on a consolidated basis.(2)
    
    On February 18, 2009, Netezza completed the acquisition of
    Tizor, whereby Netezza acquired Tizor for aggregate
    consideration of approximately $3.1 million. The financial
    data for the fiscal year ended January 31, 2010 includes
    operating results for Tizor for the period following its
    acquisition, presented on a consolidated basis.  As of January 31,2010


2009


2008


2007


2006(In thousands)Balance Sheet Data:Working capital

$
131,090


$
113,330


$
92,501


$
25,899


$
20,329Total assets


283,597



258,859



198,752



69,199



45,864Long-term debt, less current portion














4,099



2,489Convertible redeemable preferred stock














97,131



91,200Total stockholders equity (deficit)


197,593



176,622



136,475



(81,123
)


(67,932
)   ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K. Form 10-K
 32




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##### Table of Contents



Form 10-K. Form 10-K Form 10-K. Form 10-K.
  Overview
       33




---



##### Table of Contents



Revenue
    Product Revenue.
  Services Revenue.
  Cost
    of Revenue and Gross Profit
    on-site
   34




---



##### Table of Contents



Operating
    Expenses
    Sales and
    Marketing Expenses
    Research
    and Development Expenses
    General
    and Administrative Expenses
   35




---



##### Table of Contents



Other
  Interest
    Income and Interest Expense
    Other
    Income (Expense), Net
  non-U.S. dollar
  Critical
    Accounting Policies and Use of Estimates
    Form 10-K,
  
    revenue recognition;
    stock-based compensation;
    inventory valuation;
    accounting for income taxes
    valuation of investments; and
    valuation of goodwill and acquired intangible assets.    Revenue
    Recognition
    
    Evidence of an arrangement.  We consider a
    non-cancelable agreement signed by the customer and us to be
    persuasive evidence of an arrangement.
    Delivery has occurred.  We consider delivery to
    have occurred when product has been delivered to the customer
    and no post-delivery obligations exist other than ongoing
    support obligations. In instances where customer acceptance is
    required, delivery is deemed to have occurred when customer
    acceptance has been achieved. 36




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##### Table of Contents




    Fees are fixed or determinable.We consider
    the fee to be fixed or determinable unless the fee is subject to
    refund or adjustment or is not payable within normal payment
    terms. If the fee is subject to refund or adjustment, we
    recognize revenue when the right to a refund or adjustment
    lapses. If offered payment terms exceed our normal terms, we
    recognize revenue as the amounts become due and payable or upon
    the receipt of cash.
    Collection is deemed probable.We conduct a
    credit review for all transactions at the inception of an
    arrangement to determine the creditworthiness of the customer.
    Collection is deemed probable if, based upon our evaluation, we
    expect that the customer will be able to pay amounts under the
    arrangement as payments become due. If we determine that
    collection is not probable, revenue is deferred and recognized
    upon the receipt of cash.      percentage-of-completion Percentage-of-completion
  Stock-Based
    Compensation
   37




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##### Table of Contents



Inventory
    Valuation
    Accounting
    for Income Taxes
         38




---



##### Table of Contents



out-of-period
  Valuation
    of Investments
    other-than-temporary. other-than-temporary other-than-temporary,
   39




---



##### Table of Contents



other-than-temporary
      Valuation
    of Goodwill and Acquired Intangible Assets
   40




---



##### Table of Contents



Results
    of Operations for the Years Ended January 31, 2010, 2009
    and 2008
    Percentage ChangeFiscal Year Ended January 31,


2010 vs


2009 vs2010


2009


2008


2009


2008(In thousands)RevenueProduct

$
134,340


$
143,463


$
102,994



(6.4
)%


39.3
%Services


56,295



44,306



23,692



27.1
%


87.0
%Total revenue


190,635



187,769



126,686



1.5
%


48.2
%Cost of revenueProduct


49,856



57,350



42,527



(13.1
)%


34.9
%Services


14,692



12,211



7,716



20.3
%


58.3
%Total cost of revenue


64,548



69,561



50,243



(7.2
)%


38.4
%Gross margin


126,087



118,208



76,443



6.7
%


54.6
%Operating expensesSales and marketing


65,939



58,429



43,210



12.9
%


35.2
%Research and development


41,110



32,557



23,880



26.3
%


36.3
%General and administrative


15,388



14,633



8,950



5.2
%


63.5
%Total operating expenses


122,437



105,619



76,040



15.9
%


38.9
%Operating income


3,650



12,589



403



(71.0
)%


(3023.8
)%Interest income


952



4,045



2,971



(76.5
)%


36.1
%Interest expense


90



40



717



125.0
%


(94.4
)%Other income (expense), net


366



(495
)


298



(173.9
)%


(266.1
)%Income before income taxes


4,878



16,099



2,955Income tax expense (benefit)


688



(15,420
)


961Net income

$
4,190


$
31,519


$
1,994   Revenue
       41




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##### Table of Contents



Gross
    Margin
        Sales
    and Marketing Expenses
            Research
    and Development Expenses
   42




---



##### Table of Contents



General
    and Administrative Expenses
          Interest
    Income (Expense), Net
     43




---



##### Table of Contents



Other
    Income/(Expense), Net
      other-than-temporary
  non-U.S. dollar mark-to-market mark-to-market
  Provision
    for Income Taxes
        Non-GAAP Net
    Income and Non-GAAP Net Income per Share
   44




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##### Table of Contents



mark-to-market mark-to-market
    Fiscal Year Ended January 31,2010


2009


2008Net income (loss) attributable to common stockholders as
    reported under GAAP

$
4,190


$
31,519


$
(859
)Adjustments to GAAP net income (loss):Non-cash employee stock based compensation


9,814



7,773



4,271Amortization of acquired intangible assets


1,038



465



Impairment loss on investment(1)






228



Tax benefit adjustments(2)






(19,950
)


Gain on bargain purchase(3)


(365
)






Accretion to preferred stock(4)










2,853Income tax effect(5)


(2,872
)






Non-GAAP net income attributable to common stockholders

$
11,805


$
20,035


$
6,265Earnings per share as reported under GAAP  diluted

$
0.07


$
0.50


$
(0.03
)Earnings per share impact of excluded items


0.12



(0.18
)


0.21Non-GAAP earnings per share  diluted

$
0.19


$
0.32


$
0.18     (1)
    
    Represents net
    mark-to-market
    impact related to an unrealized gain on a put option received
    for ARS offset by the unrealized loss on the underlying ARS.(2)
    
    Represents income tax benefit resulting from the release of the
    tax valuation allowance on deferred tax assets that was no
    longer deemed necessary and income tax effect of excluding
    stock-based compensation, and amortization of acquired
    intangible assets. 45




---



##### Table of Contents



(3)
    
    Represents gain on bargain purchase resulting from the value of
    identifiable net assets acquired exceeding the value of the
    purchase price for our acquisition of Tizor Systems, Inc.(4)
    
    Represents accretion of preferred stock dividends on our
    Series A through D convertible redeemable preferred stock
    prior to its conversion to common stock on July 24, 2007.(5)
    
    Income tax effect of excluding stock-based compensation,
    amortization of acquired intangible assets and gain on bargain
    purchase. The method used to determine this adjustment was to
    calculate the fiscal year tax provision excluding these charges
    as compared to the fiscal year tax provision including these
    charges. For fiscal 2009, the total income tax effect is
    reported with the tax benefit adjustment (see footnote 2 above).
    For fiscal 2008, the full valuation allowance on deferred tax
    assets resulted in no income tax effect to present.  Liquidity
    and Capital Resources
        other-than-temporary
   46




---



##### Table of Contents



Fiscal Year Ended January 31,2010


2009


2008(In thousands)Net cash provided by/(used in), operating activities

$
(8,271
)

$
41,450


$
26,937Net cash provided by/(used in), investing activities


(67,273
)


20,084



(91,759
)Net cash provided by financing activities


4,091



4,620



106,884   Cash
    Provided by/ (Used In) Operating Activities
        Cash
    Provided by/ (Used in) Investing Activities
       47




---



##### Table of Contents



Cash
    Provided by Financing Activities
        Contractual
    Obligations
    Less than








More thanContractual Obligations

Total


1 year


1 - 3 Years


3 - 5 Years


5 Years(In thousands)Operating lease obligations

$
12,081


$
3,069


$
4,250


$
3,785


$
977Purchase obligations(1)


21,701



21,701











     (1)
    
    Purchase obligations primarily represent the value of purchase
    orders issued to our contract manufacturer for the procurement
    of assembled appliance systems for the next three months.      Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
     48




---



##### Table of Contents



other-than-temporary
       49




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Currency Exchange Risk
    mark-to-market
  Interest
    Rate Risk
     50




---



##### Table of Contents



51




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  NETEZZA
    CORPORATION
   Index To
    Consolidated Financial Statements
  REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


53CONSOLIDATED BALANCE SHEETS


54CONSOLIDATED STATEMENTS OF OPERATIONS


55CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY (DEFICIT)


56CONSOLIDATED STATEMENTS OF CASH FLOWS


57NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS


58  52




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm    Internal Control  Integrated
    Framework
         53




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  January 31,2010


2009(In thousands, except share and per share data)ASSETSCurrent assetsCash and cash equivalents

$
40,638


$
111,635Short-term marketable securities


64,020



Accounts receivable


53,450



34,457Inventory


28,708



18,409Deferred tax assets, net


14,490



12,723Restricted cash


60



379Prepaid expenses and other current assets


4,675



3,160Total current assets


206,041



180,763Property and equipment, net


8,469



9,586Deferred tax assets, net


12,048



9,415Goodwill


2,000



2,000Intangible assets, net


4,056



2,935Long-term marketable securities


49,769



49,222Restricted cash


639



739Other long-term assets


575



4,199Total assets

$
283,597


$
258,859LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
12,604


$
8,424Accrued expenses


5,906



6,301Accrued compensation and benefits


6,776



6,352Current portion of deferred revenue


49,665



46,356Total current liabilities


74,951



67,433Long-term deferrred revenue


8,727



11,979Other long-term liabilities


2,326



2,825Total long-term liabilities


11,053



14,804Total liabilities


86,004



82,237Commitments and contingencies (Note 15)Stockholders equity:Preferred stock, $0.001 par value; 5,000,000 shares
    authorized at January 31, 2010 and 2009; none outstanding






Common stock, $0.001 par value; 500,000,000 shares
    authorized at January 31, 2010 and 2009, 61,021,370 and
    59,760,440 shares issued at January 31, 2010 and 2009,
    respectively


61



60Treasury stock, at cost; 139,062 shares at January 31,
    2010 and 2009


(14
)


(14
)Additional
    paid-in-capital


242,901



228,658Accumulated other comprehensive loss


(1,924
)


(4,461
)Accumulated deficit


(43,431
)


(47,621
)Total stockholders equity


197,593



176,622Total liabilities and stockholders equity

$
283,597


$
258,859    54




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal Year Ended January 31,2010


2009


2008(In thousands, except per share amounts)RevenueProduct

$
134,340


$
143,463


$
102,994Services


56,295



44,306



23,692Total revenue


190,635



187,769



126,686Cost of revenueProduct


49,856



57,350



42,527Services


14,692



12,211



7,716Total cost of revenue


64,548



69,561



50,243Gross margin


126,087



118,208



76,443Operating expensesSales and marketing


65,939



58,429



43,210Research and development


41,110



32,557



23,880General and administrative


15,388



14,633



8,950Total operating expenses


122,437



105,619



76,040Operating income


3,650



12,589



403Interest income


952



4,045



2,971Interest expense


90



40



717Other income (expense), net


366



(495
)


298Income before income tax expense (benefit) and accretion to
    preferred stock

$
4,878


$
16,099


$
2,955Income tax expense (benefit)


688



(15,420
)


961Net income

$
4,190


$
31,519


$
1,994Accretion to preferred stock










(2,853
)Net income (loss) attributable to common stockholders

$
4,190


$
31,519


$
(859
)Net income (loss) per share attributable to common stockholdersBasic

$
0.07


$
0.53


$
(0.03
)Diluted

$
0.07


$
0.50


$
(0.03
)Weighted average common shares outstanding  basic and
    dilutedBasic


60,447



58,967



33,989Diluted


63,062



62,791



33,989    55




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
  AccumulatedAdditional


Other





TotalCommon Stock


Treasury Stock


Paid-in


Comprehensive


Accumulated


StockholdersShares


Par Value


Shares


Cost


Capital


Income


Deficit


Equity (Deficit)(In thousands, except share amounts)Balance at January 31, 2007


7,542,372


$
8



139,062


$
(14
)

$



$
(284
)

$
(80,833
)

$
(81,123
)Issuance of common stock upon exercise of stock options


802,697



1











569











570Vesting of restricted common stock


23,750















9











9Issuance of common stock upon exercise of warrants


209,048



























Stock options issued to consultants


















46











46Stock-based compensation


















4,271











4,271Accretion of preferred stock to redemption value


















(2,552
)






(301
)


(2,853
)Conversion of preferred stock to common stock


38,802,036



39











100,473











100,512Conversion of preferred stock warrants to common stock warrants


















494











494Proceeds of initial public offering, net of offering expenses


10,350,000



10











112,943











112,953Other comprehensive income






















(398
)






(398
)Net income


























1,994



1,994Balance at January 31, 2008


57,729,903



58



139,062



(14
)


216,253



(682
)


(79,140
)


136,475Issuance of common stock upon exercise of stock options


2,002,829



2











2,699











2,701Issuance of restricted common stock


27,708



























Stock-based compensation


















7,773











7,773Stock options issued to consultants


















14











14Excess tax benefit from stock-based compensation


















1,919











1,919Other comprehensive income






















(3,779
)






(3,779
)Net Income


























31,519



31,519Balance at January 31, 2009


59,760,440



60



139,062



(14
)


228,658



(4,461
)


(47,621
)


176,622Issuance of common stock upon exercise of stock options


1,173,122



1











2,290











2,291Issuance of restricted common stock


87,808



























Stock-based compensation


















9,814











9,814Stock options issued to consultants


















47











47Excess tax benefit from stock-based compensation


















2,092











2,092Other comprehensive income






















2,537







2,537Net Income


























4,190



4,190Balance at January 31, 2010


61,021,370


$
61



139,062


$
(14
)

$
242,901


$
(1,924
)

$
(43,431
)

$
197,593    56




---



##### Table of Contents



NETEZZA
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Fiscal Year Ended January 31,2010


2009


2008(In thousands)Cash flows from operating activitiesNet income

$
4,190


$
31,519


$
1,994Adjustments to reconcile net income to net cash provided by
    (used in)operating activitiesDepreciation and amortization


7,248



5,388



3,300Stock-based compensation expense


9,861



7,787



4,317Excess tax benefit from stock-based compensation


360







Benefit from deferred income taxes, net


(2,832
)


(20,786
)


Gain on bargain purchase from acquisition of business


(365
)






Change in carrying value of preferred stock warrant liability










257Noncash interest expense related to issuance of warrants










183Loss (gain) on trading securities


(1,387
)


1,551



Loss (gain) on auction rate securities written put right


1,172



(1,324
)


Impairment of other long-term assets


467



800Changes in assets and liabilities, net of acquisitionsAccounts receivable


(18,887
)


(11,563
)


12,152Inventory


(10,989
)


10,490



(8,763
)Other assets


(1,094
)


680



(2,748
)Accounts payable


3,947



2,995



(7,154
)Accrued compensation and benefits


343



1,175



856Accrued expenses


(149
)


3,556



1,111Deferred revenue


(156
)


9,182



21,432Net cash provided by (used in) operating activities


(8,271
)


41,450



26,937Cash flows from investing activitiesPurchase of investments


(72,898
)


(7,377
)


(134,449
)Sales and maturities of investments


11,525



43,854



43,832Acquisition of business, net of cash acquired


(2,007
)


(6,221
)


Purchases of property and equipment


(3,348
)


(5,751
)


(1,142
)Change in other long-term assets


(1,000
)


(3,682
)


Decrease (increase) in restricted cash


455



(739
)


Net cash provided by (used in) investing activities


(67,273
)


20,084



(91,759
)Cash flows from financing activitiesProceeds from note payable










8,000Repayment of note payable










(14,639
)Proceeds from issuance of common stock, net


2,291



2,701



113,523Excess tax benefit from stock-based compensation


1,800



1,919



Net cash provided by financing activities


4,091



4,620



106,884Net increase (decrease) in cash and cash equivalents


(71,453
)


66,154



42,062Effect of exchange rate changes on cash and cash equivalents


456



(703
)


(896
)Cash and cash equivalents, beginning of year


111,635



46,184



5,018Cash and cash equivalents, end of year

$
40,638


$
111,635


$
46,184Supplemental disclosure of cash flow informationCash paid for interest

$



$



$
588Cash paid for taxes

$
576


$
1,771


$
288    57




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Nature of
    the Business  tm tm ®
  2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Use of
    Estimates
    Cash,
    Cash Equivalents and Restricted Cash
    Fair
    Value of Financial Measurements
   58




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Investments
  held-to-maturity, available-for-sale,
  Held-to-maturity held-to-maturity held-to-maturity.
  Available-for-sale Available-for-sale available-for-sale.
    instrument-by-instrument
    Investment
    in Pi Solutions
   59




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivatives
      mark-to-market
  Inventory
   60




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
    EstimatedUseful LifeEngineering test equipment


1 to 5 yearsComputer equipment and software


3 yearsFurniture and fixtures


5 yearsLeasehold improvements


Shorter of useful life or term of lease     Goodwill
    and Acquired Intangible Assets
    Impairment
    of Long-Lived Assets
    Revenue
    Recognition
     61




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  90-day
    percentage-of-completion Percentage-of-completion
      Shipping
    and Handling Costs
    Research
    and Development
   62




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale available-for-sale
  Foreign
    Currency Translation
    Concentration
    of Credit Risk and Significant Customers
      Stock-Based
    Compensation
     63




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year Ended January 31,2010

2009

2008Dividend yield


None



None



NoneExpected volatility


56.6
%


47.5
%


68.3
%Risk-free interest rate


2.1
%


2.6
%


4.4
%Expected life (in years)


5.0



5.0



6.2Weighted-average fair value at grant date

$
3.59


$
4.41


$
4.25       Fiscal Year Ended January 31,2010


2009


2008Cost of product

$
49


$
176


$
94Cost of services


393



227



116Sales and marketing


3,268



2,535



1222Research and development


2,793



2,067



1007General and administrative


3,311



2,768



1832$
9,814


$
7,773


$
4,271   Net
    Income (Loss) Per Share
   64




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended January 31,2010


2009


2008Net income (loss) attributable to common stockholders

$
4,190


$
31,519


$
(859
)Weighted average shares used to compute net income (loss) per
    share:Basic


60,447



58,967



33,989Dilutive options to purchase common stock


2,615



3,824



Diluted


63,062



62,791



33,989Net income (loss) per share attributable to common stockholders:Basic

$
0.07


$
0.53


$
(0.03
)Diluted

$
0.07


$
0.50


$
(0.03
)     Fiscal Year Ended January 31,2010

2009

2008Warrants to purchase common stock






35



35Options to purchase common stock


7,431



5,331



9,380   Advertising
    Expense
    Income
    Taxes
    Comprehensive
    Income
   65




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ended January 31,2010


2009


2008Net income

$
4,190


$
31,519


$
1,994Other comprehensive income (loss):Foreign currency adjustment, net of tax of $0


168



(105
)


(670
)Net unrealized gain (loss) from investments, net of tax of $0


2,369



(3,674
)


272Total comprehensive income

$
6,727


$
27,740


$
1,596     As of January 31,2010


2009Foreign currency adjustment

$
(891
)

$
(1,059
)Net unrealized gain (loss) from investments


(1,033
)


(3,402
)Total accumulated other comprehensive loss

$
(1,924
)

$
(4,461
)   Recent
    Accounting Pronouncements
           66




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    other-than-temporary
          3.
    Initial
    Public Offering     67




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Fair
    Value Measurements      Level 1



Quoted prices in active markets for identical assets or
    liabilities.Level 2



Observable inputs, other than Level 1 prices, such as
    quoted prices in active markets for similar assets and
    liabilities, quoted prices for identical or similar assets and
    liabilities in markets that are not active, or other inputs that
    are observable or can be corroborated by observable market data.Level 3



Unobservable inputs that are supported by little or no market
    activity and that are significant to the fair value of the
    assets or liabilities. This includes certain pricing models,
    discounted cash flow methodologies and similar techniques that
    use significant unobservable inputs.     Classification onBalance SheetGross


Gross


Aggregate


Short Term


Long TermUnrealized


Unrealized


Fair


Marketable


MarketableJanuary 31, 2010

Cost


Gains


Losses


Value


Securities


SecuritiesAvailable-for-sale
    U.S. treasury and government agency securities

$
65,879


$



$



$
65,879


$
50,860


$
15,019Available-for-sale
    auction rate securities

$
36,325


$



$
(1,575
)

$
34,750


$



$
34,750Trading auction rate securities

$
13,325


$



$
(165
)

$
13,160


$
13,160


$
$
115,529


$



$
(1,740
)

$
113,789


$
64,020


$
49,769   Classification onBalance SheetGross


Gross


Aggregate


Short Term


Long TermUnrealized


Unrealized


Fair


Marketable


MarketableJanuary 31, 2009

Cost


Gains


Losses


Value


Securities


SecuritiesAuction Rate Securities

$
54,175


$



$
(4,953
)

$
49,222


$



$
49,222$
54,175


$



$
(4,953
)

$
49,222


$



$
49,222    68




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements atTotal Fair Value at


Reporting Date UsingJanuary 31, 2010


Level 1


Level 2


Level 3Financial Assets:Money market funds

$
22,650


$
22,650


$



$
U.S. treasury and government agency securities


73,879



73,879







Certificates of deposit


699



699







Auction rate securities


47,910











47,910Put right related to auction rate securities


151











151Foreign currency forward contracts


11







11



$
145,300


$
97,228


$
11


$
48,061     Auction RateSecuritiesBalance as of January 31, 2009

$
49,222Transfers in from Level 1


Unrealized gains included in accumulated other comprehensive loss


1,826Unrealized gains included in other income (expense), net


1,387Sales of securities


(4,525
)Balance as of January 31, 2009

$
47,910        69




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Expected Term

1-3 YearsIlliquidity Discount

1.5-1.8%Discount Rate

1.1-2.1%     available-for-sale
  available-for-sale other-than-temporary available-for-sale available-for-sale
 70




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Inventory    As of January 31,2010


2009Raw materials

$
2,102


$
770Finished goods


26,606



17,639$
28,708


$
18,409   6.
    Property
    and Equipment    As of January 31,2010


2009Engineering test equipment

$
19,494


$
17,015Computer equipment and software


6,499



5,508Furniture and fixtures


973



860Leasehold improvements


753



75427,719



24,137Less: accumulated depreciation


19,250



14,551$
8,469


$
9,586     7.
    Acquisition     71




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Total purchase consideration:Cash paid

$
3,138Fair value of purchase consideration

$
3,138Allocation of the purchase consideration:Cash and cash equivalents

$
1,131Accounts receivable


23Prepaid expenses and other assets


254Property and equipment


141Deferred tax assets, net


736Identifiable intangible assets


2,160Total assets acquired


4,445Total liabilities assumed


942Gain on bargain purchase


365Total net assets acquired

$
3,138       Fair


Useful LifeValue


(Years)Developed technology

$
1,560



5In-process technology


350



5Customer relationships


160



5Trademark and tradename


90



5Total

$
2,160      72




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year EndedJanuary 31,2010


2009Pro forma revenue

$
190,690


$
189,721Pro forma operating income

$
2,904


$
(6,461
)Pro forma net income

$
3,443


$
26,600Pro forma basic net income per share

$
0.06


$
0.45Pro forma diluted net income per share

$
0.05


$
0.42     8.
    Goodwill
    and Acquired Intangible Assets  Goodwill
      Acquired
    Intangible Assets
      AccumulatedCost


Amortization


NetDeveloped technology

$
3,210


$
(677
)

$
2,533Order backlog


300



(260
)


40Customer relationships


1,460



(405
)


1,055Trademark and tradename


590



(162
)


428$
5,560


$
(1,504
)

$
4,056    73




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2011

$
9582012


9182013


9202014


9182015


294Thereafter


48Total

$
4,056     9.
    Product
    License      10.
    Accrued
    Expenses    As of January 31,2010


2009Corporate taxes

$
792


$
117Accrued warranty


36



747Accrued license payable






973Sales meetings and events


1,015



950Legal/audit/compliance


893



682Rent/phone/utilities


1,080



869Partner fees


268



192Travel and entertainment


298



447Inventory items






238Other


1,524



1,086$
5,906


$
6,301  74




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Lines of
    Credit      12.
    Warrants
    for Preferred Stock        13.
    Stock
    Incentive Plans   75




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Non-employee
    Awards
      Restricted
    Common Stock
      Weighted AverageGrant Date FairShares


Par value


ValueNon-vested as of January 31, 2009


27,708


$
0.001


$
12.99Granted


87,808


$
0.001


$
7.15Vested


(57,708
)

$
0.001


$
9.35Cancelled










Non-vested as of January 31, 2010


57,808


$
0.001


$
7.76  76




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Options
    Weighted


WeightedShares


Number of


Average


Average


AggregateAvailable


Options


Exercise


Remaining Life


Intrinsicfor Grant


Outstanding


Price


in Years


ValueOutstanding at January 31, 2009


116,471



10,474,631


$
6.44Additional shares authorized


6,086,748Options granted


(2,989,950
)


2,989,950


$
7.16Restricted shares granted


(87,808
)





$
0.00Exercised






(1,173,122
)

$
1.95Forfeited, cancelled or expired(1)


296,775



(475,937
)

$
8.24Outstanding at January 31, 2010


3,422,236



11,815,522


$
7.00



5.90 years


$
32.7 millionExercisable at January 31, 2010






4,822,328


$
5.78



5.72 years


$
19.1 millionVested and expected to vest at January 31, 2010






11,495,046


$
6.96



5.90 years


$
32.2 million     (1)
    
    Options cancelled under the 2000 Plan after July 24, 2007
    are not considered available for grant, as the Company is no
    longer granting options under this plan. For the fiscal year
    ended January 31, 2010, options for 179,162 shares
    granted under the 2000 Plan were cancelled.    paid-in-capital.
    14.
    Income
    Taxes    For the Year Ended January 31,2010


2009


2008Domestic

$
3,891


$
15,747


$
2,136Foreign


987



352



819$
4,878


$
16,099


$
2,955  77




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of January 31,2010


2009


2008FederalCurrent

$
2,829


$
3,505


$
16Deferred


(1,796
)


(16,177
)


StateCurrent


220



1,008



39Deferred


(900
)


(4,406
)


ForeignCurrent


471



853



906Deferred


(136
)


(203
)


$
688


$
(15,420
)

$
961     As of January 31,2010


2009Net operating loss carryforwards

$
6,380


$
5,244Deferred revenue


4,744



6,066Research and development credit carryforwards


3,880



3,414Inventory


3,992



2,362Unrealized loss on marketable securities


898



1,311Capitalized research and development expenses


1,956



2,392Depreciation


1,205



523Stock-based compensation


4,436



2,503Accrued expenses and other


1,427



1,567Net deferred tax assets


28,918



25,382Deferred tax valuation allowance


(1,700
)


(2,538
)Net deferred tax asset


27,218



22,844Financial basis in excess of tax basis of intangibles


(680
)


(706
)$
26,538


$
22,138      78




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended January 31,2010


2009


2008U.S. Federal income tax statutory rate


35.0
%


35.0
%


35.0
%State taxes, net of federal taxes


2.3



3.3



(5.0
)Tax rate differential for international jurisdictions


(0.6
)


0.3



0.2Federal and State tax credits


(45.1
)


(6.6
)


(10.7
)Permanent items


(1.8
)


14.3



3.6Stock-based Compensation


26.1



1.7



50.6Change in valuation allowances


(1.8
)


(143.8
)


(41.2
)14.1
%


(95.8
%)


32.5
%       As of January 31,2010


2009


2008Balance as of the beginning of the year

$
3,869


$
324


$
250Increases related to prior year tax positions


76



1,300



Increases related to current year tax positions


630



2,245



74Balance as of the end of the year

$
4,575


$
3,869


$
324    79




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  2005-2009 2005-2009. 2005-2009, 2006-2009 2005-2009.
    15.
    Commitments
    and Contingencies  Legal
    Lease
    Obligations
     80




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    OperatingFiscal Year Ended January 31,

Leases2011

$
3,0692012


2,2232013


2,0272014


1,9242015


1,861Thereafter


977Total minimum lease payments

$
12,081   Guarantees
    and Indemnification Obligations
    Warranty
      Fiscal Year Ended January 31,2010


2009


2008Balance at beginning of period

$
747


$
1,141


$
1,093Provision


612



2,035



2,071Warranty usage*


(1,323
)


(2,429
)


(2,023
)Balance at end of period

$
36


$
747


$
1,141     *
    
    Warranty usage includes expiration of product warranty.  16.
    Industry
    Segment, Geographic Information and Significant
    Customers   81




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fiscal Year Ended January 31,2010


2009


2008United States

$
153,345


$
139,761


$
101,138International


37,290



48,008



25,548Total

$
190,635


$
187,769


$
126,686     As of January 31,2010


2009United States

$
8,234


$
9,369International


235



217Total

$
8,469


$
9,586   17.
    Quarterly
    Information (unaudited and in thousands, except per share
    data)  Fiscal Quarter EndedApril 30,


July 31,


October 31,


January 31,2008


2008


2008


2009Revenue

$
39,576


$
47,035


$
50,579


$
50,579Gross margin


24,878



30,142



31,247



31,941Net income


2,132



3,141



3,464



22,782Net income per share attributable to common stockholders-basic

$
0.04


$
0.05


$
0.06


$
0.38Net income per share attributable to common stockholders-diluted

$
0.03


$
0.05


$
0.05


$
0.37   Fiscal Quarter EndedApril 30,


July 31,


October 31,


January 31,2009


2009


2009


2010Revenue

$
45,367


$
43,934


$
47,735


$
53,599Gross margin


29,548



29,391



31,861



35,287Net income (loss)


(237
)


730



850



2,847Net income (loss) per share attributable to common
    stockholders-basic

$
(0.00
)

$
0.01


$
0.01


$
0.05Net income (loss) per share attributable to common
    stockholders-diluted

$
(0.00
)

$
0.01


$
0.01


$
0.04    82




---



##### Table of Contents



NETEZZA
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  out-of-period
  18.
    Reverse
    Stock Split  one-for-two
 83




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
  MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of a companys assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that a companys receipts and expenditures are being made
    only in accordance with authorizations of the companys
    management and directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of a
    companys assets that could have a material effect on the
    financial statements.  Internal Control  Integrated
    Framework
   84




---



##### Table of Contents



CHANGES
    IN INTERNAL CONTROL OVER FINANCIAL REPORTING
    ITEM 9B.
    OTHER
    INFORMATION   PART III



Pursuant to Paragraph G(3) of the General Instructions to
    Form 10-K,
    information required by Part III (Items 10, 11, 12, 13
    and 14) is being incorporated by reference herein from our
    proxy statement to be filed with the Securities and Exchange
    Commission within 120 days of the end of the fiscal year
    ended January 31, 2010 in connection with our 2010 Annual
    Meeting of Stockholders. ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Form 8-K
    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   85




---



##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Form 10-K.
    Form 10-K.
    Incorporated by Reference toExhibit



Form and

SEC

Exhibit

Filed withNo.

Description

SEC File No.

Filing Date

No.

this 10-K2
.1

Agreement and Plan of Merger, dated as of February 18,
    2009, by and among the Registrant, Netezza Holding Corp., Tizor
    Systems, Inc. and Longworth Venture Partners II-A, L.P., as
    Indemnification Representative

8-K (001-33445)


2-24-2009



2.13
.1

Second Amended and Restated Certificate of Incorporation

10-Q (001-33445)


9-14-2007



3.13
.2

Amended and Restated By-laws of the Registrant

S-1 (333-141522)


3-22-2007



3.34
.1

Specimen Stock Certificate Evidencing the Shares of Common Stock

S-1/A (333-141522)


6-28-2007



4.110
.1#

2000 Stock Incentive Plan, as amended

S-1 (333-141522)


3-22-2007



10.110
.2#

Form of Incentive Stock Option Agreement under 2000 Stock
    Incentive Plan

S-1 (333-141522)


3-22-2007



10.210
.3#

Form of Nonstatutory Stock Option Agreement under 2000 Stock
    Incentive Plan

S-1 (333-141522)


3-22-2007



10.310
.4#

Form of Restricted Stock Agreement under 2000 Stock Incentive
    Plan

S-1 (333-141522)


3-22-2007



10.410
.5#

2007 Stock Incentive Plan, as amended

DEF 14A,
    Appendix (001-33445)


4-23-200910
.6#

Form of Incentive Stock Option Agreement under 2007 Stock
    Incentive Plan

S-1/A (333-141522)


5-4-2007



10.610
.7#

Form of Nonstatutory Stock Option Agreement under 2007 Stock
    Incentive Plan

S-1/A (333-141522)


5-4-2007



10.7 86




---



##### Table of Contents



Incorporated by Reference toExhibit



Form and

SEC

Exhibit

Filed withNo.

Description

SEC File No.

Filing Date

No.

this 10-K10
.8#

Form of Nonstatutory Stock Option Agreement for Non-Employee
    Directors under 2007 Stock Incentive Plan

S-1/A (333-141522)


5-4-2007



10.810
.9#

Form of Restricted Stock Agreement under 2007 Stock Incentive
    Plan












*10
.10#

Form of Restricted Stock Unit Agreement with Performance-Based
    Vesting under 2007 Stock Incentive Plan

8-K (001-33445)


3-8-2010



10.210
.11#

Form of Restricted Stock Unit Agreement with Time-Based Vesting
    under 2007 Stock Incentive Plan

8-K (001-3345)


3-8-2010



10.310
.12#

Fiscal 2010 Executive Officer Incentive Bonus Plan

8-K (001-33445)


3-13-2009



10.110
.13#

Fiscal 2011 Executive Officer Incentive Bonus Plan

8-K (001-33445)


3-8-2010



10.110
.14

Lease Agreement, dated January 2, 2008, by and between the
    Registrant and NE Williams II, LLC

10-K (001-33445)


4-18-2008



10.1210
.15

First Amendment dated as of July 8, 2008, to the Lease,
    dated January 2, 2008, by and between the Company and NE
    Williams II, LLC

10-Q (001-33445)


9-9-2008



10.210
.16

Third Amended and Restated Investor Rights Agreement among the
    Registrant, the Founders and the Purchasers, dated as of
    December 22, 2004

S-1 (333-141522)


3-22-2007



10.1110
.17

Amendment No. 1 to the Third Amended and Restated Investor
    Rights Agreement among the Registrant, the Founders and the
    Purchasers, dated as of June 14, 2005

S-1 (333-141522)


3-22-2007



10.1210
.18

Amendment No. 2 to the Third Amended and Restated Investor
    Rights Agreement among the Registrant, the Founders and the
    Purchasers, dated as of April 30, 2007

10-K (001-33445)


3-26-2009



10.1510
.19#

Letter Agreement between the Registrant and James Baum, dated
    June 1, 2006

S-1 (333-141522)


3-22-2007



10.1310
.20#

Form of Amended and Restated Executive Retention Agreement for
    each of James Baum, Patrick J. Scannell, Jr., Raymond Tacoma and
    Patricia Cotter

10-K (001-33445)


3-26-2009



10.1710
.21#

Amended and Restated Executive Retention Agreement between the
    Registrant and David Flaxman, dated as of November 24, 2009












*10
.22#

Second Amended and Restated Executive Retention Agreement by and
    between the Registrant and Jitendra S. Saxena, dated as of
    March 12, 2009

8-K (001-33445)


3-13-2009



10.2 87




---



##### Table of Contents



Incorporated by Reference toExhibit



Form and

SEC

Exhibit

Filed withNo.

Description

SEC File No.

Filing Date

No.

this 10-K10
.23#

Form of Indemnification Agreement for each of Jitendra S.
    Saxena, James Baum, Patrick J. Scannell, Jr., Raymond Tacoma,
    Patricia Cotter, David Flaxman, Francis A. Dramis Jr., Robert J.
    Dunst, Jr., Paul J. Ferri, Peter Gyenes, Charles F. Kane, J.
    Chris Scalet and Edward J. Zander

S-1/A (333-141522)


6-28-2007



10.1510
.24

Contractor Agreement between Persistent Systems Pct. Ltd and the
    Registrant, dated as of February 1, 2001

S-1/A (333-141522)


7-3-2007



10.1810
.25

Manufacturing Services Agreement by and between the Registrant
    and Sanmina-SCI Corporation, dated as of June 17, 2004, as
    amended by Amendment No. 1 to the Manufacturing Services
    Agreement, dated as of May 11, 2005

S-1/A (333-141522)


5-15-2007



10.1921
.1

Subsidiaries of the Registrant












*23
.1

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm












*31
.1

Certification of Principal Executive Officer, Pursuant to
    Securities Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as Adopted Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.












*31
.2

Certification of Principal Financial Officer, Pursuant to
    Securities Exchange Act
    Rules 13a-14(a)
    and 15d-14(a), as Adopted Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.












*32
.1

Certification of Principal Executive Officer and Principal
    Financial Officer Pursuant to Securities Exchange Act
    Rules 13a-14(b)
    and 15d-14(b), as Adopted Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.












*     
    
    Confidential treatment requested as to certain portions, which
    portions have been separately filed with the Securities and
    Exchange Commission.#
    
    Management contracts or compensatory plans or arrangements
    required to be filed as an exhibit hereto pursuant to
    Item 15(a) of
    Form 10-K. 88




---



##### Table of Contents



SIGNATURES
      By:
    /s/  James
    Baum        Signature

Title

DateBy:

/s/  James
    BaumJames
    Baum

President, Chief Executive Officer and Director (principal
    executive officer)

April 1, 2010By:

/s/  Patrick
    J. Scannell, Jr.Patrick
    J. Scannell, Jr.

Senior Vice President and Chief Financial Officer (principal
    financial and accounting officer)

April 1, 2010By:

/s/  Francis
    A. Dramis, Jr.Francis
    A. Dramis, Jr.

Director

April 1, 2010By:

/s/  Robert
    J. Dunst, Jr.Robert
    J. Dunst, Jr.

Director

April 1, 2010By:

/s/  Paul
    J. FerriPaul
    J. Ferri

Director

April 1, 2010By:

/s/  Peter
    GyenesPeter
    Gyenes

Director

April 1, 2010By:

/s/  Charles
    F. KaneCharles
    F. Kane

Director

April 1, 2010By:

/s/  Jitendra
    S. SaxenaJitendra
    S. Saxena

Director

April 1, 2010By:

/s/  J.
    Chris ScaletJ.
    Chris Scalet

Director

April 1, 2010By:

/s/  Edward
    J. ZanderEdward
    J. Zander

Director

April 1, 2010  89