**Exhibit 10.3**

**Witness Systems Amended andRestatedStock Incentive Plan**

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**OptionAward**

 

The Option referred toherein is subject to the terms and conditions of the Amended and Restated StockIncentive Plan of Witness Systems, Inc. (the “Plan”).

 

**1.**     **Exercise Period of Option.**  Subject to the terms and conditions of thisAward document and the Plan, and unless otherwise modified by a writtenmodification signed by the Company and Optionee, this Option may be exercisedwith respect to all of the Shares, but only according to the vesting schedulebelow and as described in Section 10 below, prior to the date which is five (5)years (the “Term”) following the date of grant (hereinafter “Expiration Date”).

 

**2.**     **Restrictions on Exercise.**  This Option may not be exercised unless suchexercise is in compliance with the Securities Act of 1933 and all applicablestate securities laws as they are in effect on the date of exercise, and therequirements of any stock exchange or national market system on which theCompany’s Common Stock may be listed or traded at the time of exercise.  Optionee understands that the Company isunder no obligation to register, qualify or list the Shares with the Securitiesand Exchange Commission (“SEC”), any state securities commission or any stockexchange to effect such compliance.

 

**3.**     **Termination of Option.**  Except as provided below in this Section,this Option may not be exercised after the date which is thirty (30) days afterOptionee ceases to perform services for the Company, or any Parent orSubsidiary.  Optionee shall be consideredto perform services for the Company, or any Parent or Subsidiary, for allpurposes under this Section and Section 10 hereof, if Optionee is an officer orfull-time employee of the Company, or any Parent or Subsidiary, or if the Boarddetermines that Optionee is rendering substantial services as a part-timeemployee, consultant, contractor or advisor to the Company, or any Parent orSubsidiary.  The Board shall havediscretion to determine whether Optionee has ceased to perform services for theCompany, or any Parent or Subsidiary, and the effective date on which suchservices cease (the “Termination Date”). Notwithstanding anything contained herein to the contrary, if thecorporate position of Optionee is, at any time, altered or revised such thatOptionee’s responsibilities are materially reduced or decreased for any reason,as determined by the Board in its sole discretion, the vesting of Shares underSection 10 shall cease, effective as of the date of such reduction in Optionee’semployment responsibilities; provided, however, except as otherwise provided inthis Option and the Plan, Optionee shall have the right to exercise this Optionwith respect to Shares which have vested under Section 10 as of the date of suchreduction of Optionee’s responsibilities.

 

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(a)*           TerminationGenerally.* If Optionee ceases toperform services for the Company, or any Parent or Subsidiary, for any reason,except death or disability (within the meaning of Code Section 22(e)(3)), thisOption shall immediately be forfeited, along with any and all rights orsubsequent rights attached thereto, thirty (30) days following the TerminationDate, but in no event later than the Expiration Date.

 

(b)*           Deathor Disability.* If Optioneeceases to perform services for the Company, or any Parent or Subsidiary, as aresult of the death or disability of Optionee (as determined by the Board inits sole discretion), this Option, to the extent (and only to the extent) thatit would have been exercisable by Optionee on the Termination Date, may beexercised by Optionee (or, in the event of Optionee’s death, by Optionee’slegal representative) within ninety (90) days after the Termination Date, butin no event later than the Expiration Date.

 

(c)           *No Right to Employment.* Nothing in the Plan or this Option Awarddocument shall confer on Optionee any right to continue in the employ of, orother relationship with, the Company, or any Parent or Subsidiary, or limit inany way the right of the Company, or any Parent or Subsidiary, to terminateOptionee’s employment or other relationship at any time, with or without cause.

 

**4.**     **Manner of Exercise.**

 

(a)           *Exercise Agreement.*  This Option shall be exercisable by deliveryto the Company of such form of exercise agreement, notice, or other form as maybe approved or accepted by the Company from time to time, which shall set forthOptionee’s election to exercise this Option, the number of Shares beingpurchased, any restrictions imposed on the Shares, and such otherrepresentations and agreements as may be required by the Company to comply withapplicable securities laws.

 

(b)           *Exercise Price.* Such notice shall be accompanied by fullpayment of the Exercise Price for the Shares being purchased.  Payment for the Shares may be made in U.S.dollars in cash (by check) or, where permitted by law and approved in advanceand in writing by the Compensation Committee of the Board in its sole discretion:  (i) by surrender of shares of Common Stock ofthe Company that have been owned by Optionee for more than six (6) months (andwhich have been paid for within the meaning of SEC Rule 144, and, if suchshares were purchased from the Company by use of a promissory note, such notehas been fully paid with respect to such shares), or were obtained by Optioneein the open public market, having a Fair Market Value equal to the ExercisePrice of the Shares being purchased; (ii) by instructing the Company towithhold Shares otherwise issuable pursuant to the exercise of the Optionhaving a Fair Market Value equal to the Exercise Price of the Shares beingpurchased (including the withheld Shares); (iii) by waiver of compensationaccrued by Optionee for services rendered; or (iv) by a combination of theforegoing.

 

(c)           *Withholding Taxes.*  Prior to the issuance of Shares upon exerciseof this Option, Optionee must pay, or make adequate provision for, anyapplicable federal or state tax withholding obligations of the Company.  Where approved by the Board or itsCompensation Committee, Optionee may provide for payment of withholding taxes

 

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upon exercise of theOption by requesting that the Company retain Shares with a Fair Market Valueequal to the minimum amount of taxes required to be withheld.  In such case, the Company shall issue the netnumber of Shares to Optionee by deducting the Shares retained from the Sharesotherwise issuable upon exercise.

 

(d)           *Issuance of Shares.* Provided that such notice and payment are inform and substance satisfactory to counsel for the Company, the Company shallcause the Shares to be issued in the name of Optionee or Optionee’s legalrepresentative.

 

**5.****     Nontransferabilityof Option.**  This Option may notbe transferred in any manner, other than by will or by the laws of descent anddistribution, and may be exercised during Optionee’s lifetime only byOptionee.  The terms of this Option shallbe binding upon the executor, administrators, successors and assigns of Optionee.

 

**6.****     TaxConsequences.**  Optionee understands that the grant andexercise of this Option, and the sale of Shares obtained through the exerciseof this Option, may have tax implications that could result in adverse taxconsequences to Optionee.  Optioneeshould consult with his or her tax advisor and may not rely on the Company forany financial, tax or other advice.

 

**7.**     **Interpretation.**  Any dispute regarding the interpretation ofthis Option Award document shall be submitted by Optionee or the Company to theCompensation Committee of the Board, which shall review such dispute at itsnext regular meeting.  The resolution ofsuch a dispute by the Compensation Committee of the Board shall be final andbinding on the Company and Optionee.

 

**8.**     **Entire Agreement.**  The Plan is incorporated herein by thisreference.  The granting of this Optionconstitutes a full accord, satisfaction and release of all obligations orcommitments made to Optionee by the Company or any of its officers, directors,shareholders or affiliates with respect to the issuance of any securities, orrights to acquire securities, of the Company or any of its affiliates.  This Option Award document and the Planconstitute the entire agreement of the parties hereto, and supersede all priorundertakings and agreements with respect to the subject matter hereof.

 

**9.****     Exercisabilityof Option. **Subject to the termsof the Plan and this Option Award document, the issuance of Shares pursuant tothe exercise of this Option shall be subject to the limitations set forthherein and defined below.  For purposesof this Section, “Continuous Service” means a period of continuous performanceof services by Optionee for the Company, a Parent, or a Subsidiary, asdetermined by the Board.

 

*Four YearVesting:** *Optionee may exercise this Optionwith respect to the percentage of Shares set forth below only after Optioneehas completed the following periods of Continuous Service following the date ofgrant:

 

(a)           Aftertwelve (12) months of Continuous Service, up to twenty-five percent (25%) ofthe Shares;

 

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(b)           Afterthirteen (13) months of Continuous Service, and for each additional month ofContinuous Service thereafter through the end of the forty-seventh (47th)month of Continuous Service, an additional two percent (2%) of the Shares permonth; and

 

(c)           Afterforty-eight (48) months of Continuous Service, up to one hundred percent (100%)of the Shares.

 

If Optionee’semployment with the Company is terminated by the Company other than for Cause(as defined below) or by Optionee for Good Reason (as defined below) at anytime (i) during the 90-day period before a Change of Control (as defined below)and (ii) for one hundred eighty (180) days after a Change of Control, then (A)the Option granted hereby, if less than fully vested as of the TerminationDate, shall be deemed fully vested and exercisable; and (B) Section 3 above(other than the second sentence thereof) shall be deleted and replaced with thefollowing: “This Option may not be exercised more than one hundred eighty (180)days from the later of:  Optionee’sTermination Date or the date Optionee ceases to perform services for theCompany, or any Parent or Subsidiary (which date shall be determined by theBoard in its reasonable discretion).”

 

Definitions.  For purposes of Section 10 of this Option,the following definitions shall apply:

 

1.             Change of Control. A “Change of Control” shall be conclusively deemed to have occurred if(and only if) any of the following shall have taken place: (i) a Change ofControl is reported by the Company in response to either Item 6(e) of Schedule14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, asamended (“Exchange Act”), or Item 5.01 of Form 8-K promulgated under theExchange Act; (ii) any person (as such term is used in Section 13(d) and14(d)(2) of the Exchange Act) is or becomes the beneficial owner (as defined inRule 13d-3 under the Exchange Act) directly or indirectly, of securities of theCompany representing fifty percent (50%) or more of the combined voting powerof the Company’s then outstanding securities; or (iii) following the electionor removal of directors, a majority of the Board consists of individuals whowere not members of the Board two (2) years before such election or removal,unless the election of each director who was not a director at the beginning ofsuch 2-year period has been approved in advance by directors representing atleast a majority of the directors then in office who were directors at thebeginning of the 2-year period.

 

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2.             “Good Reason” means Optionee’stermination of employment for any of the following events, unless such eventoccurs with Optionee’s express prior written consent:

 

(a)           The assignment to Optionee of any dutiesmaterially inconsistent with, or a material diminution of, his duties with theCompany as in effect immediately prior to the Change of Control of the Company,except in connection with the termination of Optionee’s employment fordisability, retirement, or Cause or as a result of Optionee’s death ortermination of employment other than for Good Reason;

 

(b)           A reduction of fifteen percent (15%) ormore in Optionee’s base salary as in effect on the date hereof or as the samemay be increased from time to time;

 

(c)           A change in the location of Optionee’sprincipal place of employment by more than thirty-five (35) miles from thelocation where he was principally employed immediately prior to the Change ofControl;

 

(d)           Any material breach by the Company of anyprovision of this Option; or

 

(e)           Any failure by the Company to obtain theassumption of this Option by any successor or assign of the Company.

 

3.             Cause.  “Cause” meanstermination of Optionee’s employment under any one or more of the followingevents:

 

(a)           Optionee’s knowing and willful misconductwith respect to the business and affairs of the Company;

 

(b)           Any material violation by Optionee of anypolicy of the Company relating to ethical conduct or practices or fiduciaryduties of a similarly situated executive;

 

(c)           Knowing and willful material breach ofany provision of this Agreement which is not remedied within thirty (30) daysafter Optionee’s receipt of notice thereof;

 

(d)           Optionee’s commission of a felony or anyillegal act involving moral turpitude or fraud or Optionee’s dishonesty whichmay reasonably be expected to have a material adverse effect on the Company;and/or

 

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(e)           Failure to comply with reasonabledirectives of the Board which are consistent with Optionee’s duties, if notremedied within thirty (30) days after Optionee’s receipt of notice thereof.

 

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