EXHIBIT 10.2


 __________ __, 200_

 [NAME OF RECIPIENT]
 Dear [NAME]:

 Pursuant to the terms and conditions of the company's 2004 Stock Incentive
Comp Plan (the 'Plan'), you have been granted a Restricted Stock Award for
[NUMBER] shares (the 'Option') of stock as outlined below.

                     Granted To:   [NAME]
                                   [SOCIAL SECURITY NUMBER]

                     Grant Date:   [DATE]

                Options Granted:   [NUMBER]
         Option Price per Share:   $0.0000


               Vesting Schedule:   50% on [SECOND ANNIVERSARY OF GRANT]
                                   25% on [THIRD ANNIVERSARY OF GRANT]
                                   25% on [FOURTH ANNIVERSARY OF GRANT]

By my signature below, I hereby acknowledge receipt of this Option granted
on the date shown above, which has been issued to me under the terms and
conditions of the Plan. I further acknowledge receipt of the copy of the Plan
and agree to conform to all of the terms and conditions of the Option and the
Plan.

Signature: ______________________________________ Date: ________________

<PAGE>

                        RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement ("Agreement"), dated ___________ __,
200_, is between Verint Systems Inc., a Delaware corporation (the "Company"),
and _________ ("Employee").

                                  WITNESSETH:

     WHEREAS, the Company has adopted the Verint Systems Inc. Stock Incentive
Compensation Plan, as the same may be amended or restated (the "Plan"); and

     WHEREAS, capitalized terms used but not defined in this Agreement shall
have the meanings set forth in the Plan;

     NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

1        RESTRICTED STOCK

1.1      Grant of Restricted Stock.

(a)  Pursuant to the provisions of the Plan, the Committee hereby awards to the
     Employee, on the date hereof (the "Date of Grant"), subject to the terms
     and conditions of the Plan and subject further to the terms and conditions
     herein set forth, _____________ shares of Common Stock (the "Restricted
     Stock"). If and when the restrictions set forth in Paragraph 1.2 expire in
     accordance with the terms of this Agreement without forfeiture of the
     Restricted Stock, and upon the satisfaction of all other applicable
     conditions as to the Restricted Stock, such shares shall no longer be
     considered Restricted Stock for purposes of this Agreement.

(b)  As soon as practicable after the Date of Grant, the Company shall direct
     that a stock certificate or certificates representing shares of Restricted
     Stock be registered in the name of and issued to the Employee. Such
     certificate or certificates shall be held in the custody of the Company or
     its designee until such shares no longer are considered Restricted Stock.

(c)  On or before the issuance of the stock certificate or certificates
     representing the Restricted Stock, the Employee shall deliver to the
     Company stock powers endorsed in blank relating to the Restricted Stock, in
     a form provided by the Company. Employee irrevocably appoints the Company
     and each of its officers, employees and agents as your true and lawful
     attorneys with power (i) to sign in Employee's name and on Employee's
     behalf stock certificates and stock powers covering the Restricted Stock
     and such other documents and instruments as the Committee deems necessary
     or desirable to carry out the terms of this Agreement and (ii) to take such
     other action as the Committee deems necessary or desirable to effectuate
     the terms of this Agreement. This power, being coupled with an interest, is
     irrevocable. Employee agrees to execute such other stock powers and
     documents as may be reasonably requested from time to time by the Committee
     to effectuate the terms of this Agreement.


                                       2
<PAGE>

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

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

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

(e)  As soon as administratively practicable following the applicable Vesting
     Date (as defined in Paragraph 1.3), and upon the satisfaction of all other
     applicable conditions as to such Vested Percentage (as defined in Paragraph
     1.3) of Restricted Stock, including, but not limited to, the payment by the
     Employee of all applicable withholding taxes, the Company shall deliver or
     cause to be delivered to the Employee a certificate or certificates for the
     applicable shares of Restricted Stock which shall not bear the Legend.

1.2      Restrictions.

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

     (i)  the Employee shall not be entitled to delivery of the certificate or
          certificates for the Vested Percentage of shares of Restricted Stock
          until the applicable Vesting Date and upon the satisfaction of all
          other applicable conditions;

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

                                       3
<PAGE>

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

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

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

1.3  Vesting. Subject to the provisions contained in Paragraphs 1.4, 1.5 and
     1.6, the restrictions set forth in Paragraph 1.2 with respect to shares of
     Restricted Stock shall apply for a period beginning on the Date of Grant
     and ending on the fourth anniversary of the Date of Grant; provided,
     however, the applicable percentage of shares of Restricted Stock awarded
     hereunder (the "Vesting Percentage") shall be deemed vested and no longer
     subject to restriction under Paragraph 1.2 or forfeiture under
     Paragraph 1.4  on the applicable vesting date ("Vesting Date") in
     accordance with the following schedule:

                  Vesting Date              Vested Percentage

                  ________ __, 200_         50% [2nd anniversary of grant]
                  ________ __, 200_         75% [3rd anniversary of grant]
                  ________ __, 200_         100% [4th anniversary of grant]

1.4      Acceleration; Forfeiture.

(a)  If Employee's employment with the Company is terminated due to Employee's
     death or Disability, then Employee will be entitled to the immediate full
     vesting on the date of termination of all shares of Restricted Stock.

          For purposes of this Agreement, "Disability" means the inability of
     Employee to properly perform his duties in the employ of the Company by
     reason of any physical or mental incapacity, in either case for a period of
     more than one hundred eighty (180) consecutive days, or two hundred ten
     (210) days in the aggregate in any twelve (12) month period. Whether
     Employee has a Disability under clause (ii) above will be determined by the
     Board of Directors (the "Board") of the Company in its sole discretion.

(b)  If Employee's employment terminates for any reason other than as set forth
     in Paragraph 1.4(a) above, all unvested shares of Restricted Stock shall be
     forfeited by Employee as of the date of termination. In the event of any
     such forfeiture, all such forfeited shares of Restricted Stock shall become
     the property of the Company and the certificate or certificates
     representing such shares of Restricted Stock shall be returned immediately
     to the Company.

                                       4
<PAGE>

1.5      Withholding.

(a)  The Employee shall not make an election, under Section 83(b) of the
     Internal Revenue Code of 1986, as amended, to include an amount of income
     in respect of the Restricted Stock.

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

(c)  The Employee shall be required to meet any applicable tax withholding
     obligation in accordance with the provisions of the Plan.

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

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

2        REPRESENTATIONS OF THE EMPLOYEE

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

                                       5
<PAGE>

3        NOTICES

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

To the Company:

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


To the Employee:

                  ___________________
                  ___________________
                  ___________________

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

4        ASSIGNMENT; BINDING AGREEMENT

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

5        ENTIRE AGREEMENT; AMENDMENT

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

                                       6
<PAGE>

6        GOVERNING LAW

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

7        SEVERABILITY

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

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

This Agreement shall not confer upon the Employee any right with respect to
continued employment by the Company, a Subsidiary or Affiliate, nor shall it
interfere in any way with the right of the Company a Subsidiary or Affiliate to
terminate the Employee's employment at any time. Payments received by the
Employee pursuant to this Agreement shall not be included in the determination
of benefits under any pension, group insurance or other benefit plan of the
Company or any Subsidiaries or Affiliate in which the Employee may be enrolled
or for which the Employee may become eligible, except as may be provided under
the terms of such plans or determined by the Board.

9        NO STRICT CONSTRUCTION

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

10       USE OF THE WORD "EMPLOYEE"

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

                                       7
<PAGE>

11    FURTHER ASSURANCES

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

     IN WITNESS WHEREOF, the parties have duly executed this Agreement, as of
the day and year first above written.

VERINT SYSTEMS INC.



By:____________________________________
     Name:
     Title:


EMPLOYEE


_______________________________________
Name:


                                       8