S-8











EXHIBIT 4.4  



NICE SYSTEMS LTD.  



2003 STOCK OPTION PLAN  



        This
2003 Stock Option Plan of NICE Systems Ltd. (amending and restating the Company’s
prior employee stock option plan) was adopted by the Board of Directors of the Company on
October 20, 2003, subject to the approval of the Company’s shareholders which was
obtained at the Company’s Annual General Meeting of Shareholders on December 2, 2003.
This 2003 Stock Option Plan amends and restates the Company’s 1995 Employee Stock
Option Plan (as so amended and restated, the “2003 Stock Option Plan” or the
“Plan”). The Plan was further amended by the Board of Directors of the Company
on August 2, 2005 and on November 6, 2006, subject to the approval of the Company’s
shareholders, which was obtained at the Company’s Annual General Meeting of
Shareholders on September 28, 2005 and December 21, 2006, respectively. 



	1.  	Purpose;
Administration  






         (a)       
          Purpose. The Plan is hereby continued for the purpose of providing to
          certain employees, directors and officers of the Company and its subsidiary
          corporations (collectively referred to as the “Company”), and any
          present or future parent and/or subsidiary corporations of any such corporation
          (all of whom along with the Company being individually referred to as a
          “Participating Company” and collectively referred to as the
          “Participating Company Group”), in the form of options
          (“Options”) to purchase ordinary shares, par value NIS 1.00 per share,
          of NICE Systems Ltd. (the “Ordinary Shares”), to further the
          advancement of the Participating Company Group and its businesses. 



         (b)       
          Administration. The Plan shall be administered by the Board of Directors
          of the Company (the “Board”) and/or by a duly appointed committee of
          the Board having such powers as shall be specified by the Board. Any subsequent
          references herein to the Board shall also mean the committee if such committee
          has been appointed and, unless the powers of the committee have been
          specifically limited, the committee shall have all of the powers of the Board
          granted herein except for the power to terminate or amend the Plan at any time,
          subject to the terms of the Plan and any applicable limitations imposed by law.
          The appointment of the Committee and the administration of the Plan by the
          Committee shall be in accordance with any applicable requirements of the Israeli
          Companies Law, Israeli tax law and any applicable non-Israeli tax, securities
          and other laws. Subject to the provisions of the Plan, the Board shall be
          authorized, from time to time, to: (i) determine the employees, directors and
          officers of the Participating Company Group to whom an Option or Options shall
          be granted (“Optionees”); (ii) determine the number of Ordinary Shares
          to be made subject to any Option; (iii) determine the date of grant of an
          Option; (iv) determine the type of Option to be granted; and (v) make any other
          determination deemed by the Board to be necessary or desirable for the
          administration of the Plan and any Option granted under the Plan. All questions
          of interpretation of the Plan or of any Option shall be determined by the Board,
          and such determinations shall be final and binding upon the Participating
          Company Group, each Optionee and their respective successors and assigns. 




	2.  	Additional
Terms for Specific Jurisdictions; Non-Qualified Options.






     (a)    
          The Board may, from time to time, approve (and amend or modify from time to
          time) appendices setting forth any special requirements that are applicable to
          options granted to recipients in the various jurisdictions in which options may
          be granted under the Plan pursuant to applicable local laws and regulations, all
          of which appendices (as amended or modified from time to time) shall constitute
          an integral part of the Plan. Appendix “A” hereto attached sets forth
          the provisions applicable to options which may be granted to United States
          participants in the Plan. 












     (b)    
          With respect to all Optionees, an Option may be a “non-qualified stock
          option” (an option not intended to be an incentive stock option) or an
          option of a similar type as provided under the laws of any applicable
          jurisdictions. 



     3.    
          Eligibility. Options may be granted only to directors, officers and other
          employees of the Participating Company Group. The Board shall, in its sole
          discretion, determine which eligible persons shall be granted Options. An
          Optionee may, if otherwise eligible, be granted additional Options. 



     4.    
          Shares Subject to Option. Options shall be options for the purchase of
          Ordinary Shares or ADRs (as defined below), subject to adjustment as provided in
          paragraph 9 below. Subject to adjustment as provided in paragraph 9 below, with
          respect to calendar year 2003, the maximum number of Ordinary Shares that may be
          issued pursuant to Options granted under the Plan shall be 500,000; provided
          that such maximum number of Ordinary Shares shall increase each year after
          calendar year 2003 by the lesser of (x) 300,000 Ordinary Shares or (y) two
          percent (2%) of the total number of outstanding Ordinary Shares as of December
          31st of the immediately preceding calendar year. As of May 30, 2006, the 500,000
          and 300,000 Ordinary Shares aforementioned are adjusted to 1,000,000 and 600,000
          Ordinary Shares, respectively, to reflect a two-for-one stock split. 



Subject to adjustment as provided in
paragraph 9 below, pursuant to the shareholders resolution of September 28, 2005, the
number of Ordinary Shares that may be issued pursuant to Options under the Plan is
increased by 531,056, with an annual addition of 250,000 Ordinary Shares from calendar
year 2006 through calendar year 2009, except that as of May 30, 2006, the 531,056 and
250,000 Ordinary Shares aforementioned are adjusted to 1,062,112 and 500,000 Ordinary
Shares, respectively, to reflect a two-for-one stock split. 



In addition, and subject to
adjustment as provided in paragraph 9 below, pursuant to the shareholders resolution of
December 21, 2006, the number of Ordinary Shares reserved for issuance pursuant to Options
under the Plan is further increased by 1,300,000 shares. 



Notwithstanding the foregoing, an
Optionee may elect at the time of exercise of an Option to purchase, in lieu of Ordinary
Shares, an equal number of the Company’s American Depositary Receipts
(“ADRs”), each of which represents one American Depositary Share which, in turn,
represents one Ordinary Share. Options may not be exercised for a combination of Ordinary
Shares and ADRs. 



5.    Time
for Granting Options. The Plan shall continue until terminated by           the Board
or until all of the Ordinary Shares reserved for issuance under the           Plan have
been issued, whichever shall first occur.  



6.    Terms,
Conditions and Form of Options. Subject to the provisions of the           Plan, the
Board shall determine for each Option (which need not be identical)           the number
of Ordinary Shares for which the Option shall be granted, the           exercise price of
the Option, the exercisability of the Option, and all other           terms and
conditions of the Option not inconsistent with the Plan. Options           granted
pursuant to the Plan shall be evidenced by written agreements specifying           the
number of Ordinary Shares covered thereby, in such form as the Board shall           from
time to time establish, and shall comply with and be subject to the           following
terms and conditions:  



	 	(a)       
Exercise
Price. The exercise price per share for each Option shall be           equal to the
closing sales price of one ADR as quoted on the NASDAQ market on           the most
recent date prior to the date of the resolution of the Board to grant           the
Option (such date, the “Date of Grant”) for which a closing sales
          price was quoted.  















	 	(b)       
Exercise
Period of Options. Unless otherwise determined by the Board as           of the Date
of Grant, each Option granted under the Plan shall have a term of           six years,
commencing on the Date of Grant.  






	 	(c)       
Vesting/Exercisability
of Options. Unless otherwise determined by the           Board, Options granted under
the Plan shall become vested and exercisable with           respect to twenty five
percent (25%) of the Ordinary Shares covered thereby on           the first anniversary
of the Date of Grant, and the remainder, once every           quarter thereafter (6.25%
per quarter), provided that the Optionee is employed           by or providing services
to the Participating Company Group as of each such           vesting date.  






	 	(d)       
Payment
of Exercise Price. Payment of the exercise price for the number           of Ordinary
Shares (or ADRs) being purchased pursuant to any Option shall be           made (i) in
cash, by certified check or money order, or such cash equivalent as           is approved
by the Board or any committee thereof, (ii) by the assignment of the           proceeds
of a sale of some or all of the Ordinary Shares (or ADRs) being           acquired upon
the exercise of an Option (including, without limitation, through           an exercise
complying with the provisions of Regulation T as promulgated from           time to time
by the Board of Governors of the Federal Reserve System), or (iii)           by a
combination thereof. The Board may at any time or from time to time, by any
          permissible means, grant Options which do not permit all of the foregoing forms
          of consideration to be used in payment of the exercise price and/or which
          otherwise restrict one or more forms of consideration.  






	 	(e)       
Manner
of Exercise. Exercise of an Option shall be effected by way of a           notice of
exercise which shall be in a form determined by the Company from time           to time
(the “Exercise Notice”). The Exercise Notice shall be           delivered by
the Optionee to the offices of the Company on one of the           Company’s days of
business and shall be addressed to the Company. Payment           in full of the exercise
price of the Option (or portion thereof) being           exercised, unless such Option
exercise is to be effected pursuant to paragraph           6(d)(ii) of the Plan. Once
delivered to the Company the Exercise Notice shall be           irrevocable.  






	 	(f)       
The
Company reserves, at any and all times, the right, in the Company’s           sole
and absolute discretion, to establish, decline to approve and/or terminate           any
program and/or procedures for the exercise of Options by means of an           assignment
of the proceeds of a sale of some or all of the Ordinary Shares to be           acquired
upon such exercise.  






7.    Termination
of Employment or Services. In the event that an           Optionee’s employment
with, or services to, the Participating Company Group           is terminated, the
provisions of this paragraph 7 shall apply to Options held by           such Optionee.
For purposes of the Plan, “Termination Date” shall mean           the effective
date on which an Optionee’s employment or services to the           Participating
Company Group is terminated. The transfer of an Optionee from one           member of the
Participating Company Group to another shall not be deemed a           termination of
employment or services.  



	 	(a)       
In
the event that the Optionee’s employment with or service to the
          Participating Company Group is terminated (i) for Cause (as defined below) or
          (ii) under circumstances under which the Optionee is not entitled to severance
          pay pursuant to any local law or regulation, any non-vested Option, then held
by           such Optionee shall immediately expire and be forfeited as of the
Termination           Date. For purposes of the Plan, unless otherwise defined in the
agreement           evidencing a particular Option or an employment agreement between the
Company           and the relevant individual, “Cause” means an individual’s
(i)           intentional failure to perform reasonably assigned duties, (ii) dishonesty
or           willful misconduct in the performance of duties, (iii) involvement in a
          transaction in connection with the performance of duties to the Company which
          transaction is adverse to the interests of the Company and which is engaged in
          for personal profit, (iv) willful violation of any law, rule or regulation in
          connection with the performance of duties (other than traffic violations or
          similar offenses), or (v) the commission of an act of fraud or intentional
          misappropriation or conversion of assets or opportunities of the Company.  















	 	(b)       
In
the event that an Optionee’s employment with or service to the
          Participating Company Group is terminated by reason of his or her death or
          disability, with respect to any Option held by such Optionee as of the
          Termination Date, (i) the portion of any such Option which is not vested and
          exercisable as of the Termination Date shall immediately expire and be
forfeited           as of the Termination Date and (ii) the portion of any such Option
which is           vested and exercisable as of the Termination Date shall remain
exercisable by           the Optionee (or such Optionee’s heirs, distributees or
estate, as the case           may be) until the first anniversary of such Termination
Date, after which period           it shall expire and be forfeited. For purposes of the
Plan,           “disability” shall mean the inability of an Optionee to fulfill
his or           her position as a result of injury and/or disease for a period of at
least six           consecutive months.  






	 	(c)       
In
the event that the Optionee’s employment with or service to the
          Participating Group is terminated other than as set forth in subparagraphs (a)
          or (b) above, with respect to any Option then held by such Optionee, (i) the
          portion of any such Option which is not vested and exercisable as of the
          Termination Date shall immediately expire and be forfeited as of the
Termination           Date and (ii) the portion of any such Option which is vested and
exercisable as           of the Termination Date shall remain exercisable in accordance
with the terms of           the Plan and the applicable Option agreement for a period of
90 days following           the Termination Date, after which date it shall expire and be
forfeited.  






8.    Change
in Control of the Company. In the event of a Change in Control (as           defined
below), the Board shall have the discretion to:  



	 	(a)       
accelerate
the vesting and exercisability of an Option; or  






	 	(b)       
determine
that an Option be replaced by or converted into an equivalent option           in the
resulting entity.  






For purposes of the Plan, a
“Change in Control” shall mean the first to occur of the following: 



	 	(i)       
any
Person (within the meaning of Section 3(a)(9) of the U.S. Exchange Act of           1934,
as amended (the “Exchange Act”), as modified and used in           Sections
13(d) and 14(d) thereof, except that such term shall not include (A)           the
Company or any of its subsidiaries, (B) a trustee or other fiduciary holding
          securities under an employee benefit plan of the Company or any of its
          affiliates, (C) an underwriter temporarily holding securities pursuant to an
          offering of such securities, or (D) a corporation owned, directly or
indirectly,           by the shareholders of the Company in substantially the same
proportions as           their ownership of Ordinary Shares of the Company, is or becomes
the           “beneficial owner” (within the meaning set forth in Rule 13d-3
under           the Exchange Act), directly or indirectly, of securities of the Company
(not           including the securities beneficially owned by such Person any securities
          acquired directly from the Company or its affiliates) representing25% or
          more of the combined voting power of the Company’s then outstanding
          securities, excluding any Person who becomes such a beneficial owner in
          connection with a transaction described in clause (A) of paragraph (iii) below;
          or  















	 	(ii)       
the
following individuals cease for any reason to           constitute a
majority of the number of directors then serving: individuals who,           on the date
hereof, constitute the Board and any new director (other than a           director whose
initial assumption of office is in connection with an actual or           threatened
election contest, including but not limited to a consent           solicitation, relating
to the election of directors of the Company) whose           appointment or election by
the Board or nomination for election by the           Company’s shareholders was
approved or recommended by a vote of at least           two-thirds (2/3) of the directors
then still in office who either were directors           on the date hereof or whose
appointment, election or nomination for election was           previously so approved or
recommended; or  






	 	(iii)       
there
is consummated a merger or consolidation of the Company or any direct or
          indirect subsidiary of the Company with any other corporation, other than (A) a
          merger or consolidation which would result in the voting securities of the
          Company outstanding immediately prior to such merger or consolidation
continuing           to represent (either by remaining outstanding or by being converted
into voting           securities of the surviving entity or any parent thereof), at least
50% of the           combined voting power of the securities of the Company or such
surviving entity           or any parent thereof outstanding immediately after such
merger or           consolidation, or (B) a merger or consolidation effected to implement
a           recapitalization of the Company (or similar transaction) in which no Person
is           or becomes the beneficial owner, directly or indirectly, of securities of
the           Company (not including in the securities beneficially owned by such Person
any           securities acquired directly from the Company or its affiliates)
representing           25% or more of the combined voting power of the Company’s
then outstanding           securities; or  






	 	(iv)       
the
shareholders of the Company approve a plan of complete liquidation or
          dissolution of the Company or there is consummated an agreement for the sale or
          disposition by the Company of all or substantially all of the Company’s
          assets, other than a sale or disposition by the Company of all or substantially
          all of the Company’s assets to an entity, at least 25% of the combined
          voting power of the voting securities of which are owned by shareholders of the
          Company in substantially the same proportions as their ownership of the Company
          immediately prior to such sale.  






9.    Effect
of Change in Shares Subject to Plan. In the event that the Board           determines
that any dividend or other distribution (whether in the form of cash,           shares or
other property), recapitalization, share split, reverse share split,
          reorganization, merger, consolidation, spin-off, combination, repurchase, or
          share exchange, or other similar corporate transaction or event, affects the
          Ordinary Shares such that an adjustment is appropriate in order to prevent
          dilution or enlargement of the rights of Optionees under the Plan, then the
          Board shall make such equitable changes or adjustments as it deems necessary or
          appropriate to any or all of (i) the number and kind of Ordinary Shares or
other           securities which may thereafter be issued in connection with Options,
(ii) the           number and kind of Ordinary Shares or other securities issued or
issuable in           respect of outstanding Options, and (iii) the exercise price of any
Option. The           Board activities and determinations required under this section may
not be           delegated or assigned to the Committee.  



10.    Withholding;
Other Taxes; Information. The Company may, in its           discretion, require that,
prior to the delivery of a certificate or certificates           representing Ordinary
Shares or ADRs, the Optionee: (a) pay in the form of cash           or certified check or
money order to the Company any amount as the Company           determines that it is
required to withhold under applicable national, state or           local tax laws in
respect of the exercise of an Option or the transfer of           Ordinary Shares, which
amounts may, in the Company’s discretion and subject           to applicable law, in
the alternative be withheld from the Optionee’s           salary, wages or other
compensation payments; (b) agree to be responsible for,           and indemnify the
Company from and against, any claim for payment of any other           tax or duty that
may become payable in connection with the exercise of an Option           or the transfer
of Ordinary Shares, which amounts may, in the Company’s           discretion and
subject to applicable law, in the alternative be withheld from           the Optionee’s
salary, wages or other compensation payments; and (c) agree           to, if requested at
any time by the Company, provide to the Company within 10           calendar days of such
request, any information regarding the transfer or other           disposition of
Ordinary Shares reasonably required by the Company in order for           the Company to
comply with applicable local laws and regulations or obtain any           benefits
thereunder.  












11.    Provision
of Information. Each Optionee shall be given access to           information
concerning the Company equivalent to that information generally made           available
to the Company’s shareholders.  



12.    Options
Non-Transferable; Limitations on Transfers of ADRs and Ordinary           Shares.
Unless otherwise provided by the Board, during the lifetime of the           Optionee,
the Option shall be exercisable only by the Optionee, and no Option           shall be
assignable or transferable by the Optionee, except by will or by the           laws of
descent and distribution. Any ADRs or Ordinary Shares acquired upon           exercise of
Options shall be transferable only in accordance with applicable           securities and
other local laws, and may be subject to substantial statutory or           regulatory
restrictions on transfer except to the extent exemptions (whether by
          registration or otherwise) are available.  



13.    Termination
or Amendment of Plan or Options. The Board, may terminate or           amend the Plan
or any Option at any time. In any event, no amendment may           adversely affect any
then outstanding Option or any unexercised portion thereof,           without the written
consent of the Optionee. Any determination relating to the           amendment or
termination of the Plan may not be delegated or assigned to the           Committee.  













Appendix A  


NICE SYSTEMS LTD.

2003 STOCK OPTION PLAN




U.S. Optionees
– Incentive Stock Option Requirements 



        Notwithstanding
anything to the contrary contained in the Plan, for an Option to qualify as an
“incentive stock option” within the meaning of section 422 of the Code
(“ISO”), the following requirements shall apply: 



         1.       
          Solely individuals who are employees of the Company or a parent corporation or
          subsidiary corporation of the Company (as defined in section 424(e) and 424(f)
          of the Code) shall be eligible for the grant of an ISO. 



         2.       
          The exercise price per share under each ISO shall be not less than 100% of the
          fair market value of an Ordinary Share on the date of grant of such ISO;
          provided that the exercise price per share under each ISO granted to an
          Optionee who, on the date of grant, owns stock possessing more than 10% of the
          total combined voting power of the Company or a parent corporation or subsidiary
          corporation of the Company (as defined in section 424(e) and 424(f) of the Code)
          shall not be less than 110% of the fair market value of an Ordinary Share
          on the date of grant of such ISO. 



         3.       
          No ISO shall be exercisable for more than 10 years from its date of grant;
          provided that an ISO granted to an Optionee who, on the date of grant,
          owns stock possessing more than 10% of the total combined voting power of the
          Company or a parent corporation or subsidiary corporation of the Company (as
          defined in section 424(e) and 424(f) of the Code), shall not be exercisable for
          more than 5 years from its date of grant. 



         4.       
          The aggregate fair market value (determined at the time of grant) of the
          Ordinary Shares with respect to which ISOs are exercisable for the first
          time by an Optionee during any calendar year (under all stock option plans of
          the Company or any subsidiary or parent corporation of the Company (as defined
          in section 424(e) and 424(f) of the Code)) shall not exceed $100,000. 



         5.       
          For purposes of the Optionee of an ISO, the term “disability” shall
          mean the inability to engage in any substantial gainful activity by reason of
          any medically determinable physical or mental impairment which can be expected
          to result in death or which has lasted or can be expected to last for a
          continuous period of not less than 12 months, all as described in section
          22(e)(3) of the Code. 



         6.       
          For all purposes of this Appendix A, the term “fair market value” as
          of any date shall mean the closing sales price of the Company’s American
          Depositary Receipts (ADRs) on the trading date immediately preceding such date
          as quoted on NASDAQ, or, if there have been no quoted closing sales prices with
          respect to the ADRs or if the NASDAQ is not open for business on such trading
          date, as determined by the Board in good faith.