Exhibit 10.27




Exhibit
10.27



___________ __, 20__




[Name of Recipient]

[Address]



Notice of Grant of Performance-Based Restricted Stock Units




Dear [Name]:



Congratulations! You have been granted a performance-based Restricted Stock Unit award (the
“Award”) pursuant to the terms and conditions of the attached Verint Systems Inc. (the “Company”)
Performance-Based Restricted Stock Unit Award Agreement (the “Agreement”). The details of your
Award are specified below and in the attached Agreement.



	 	 	 
	Granted To:

	 	[Name]
	ID#:

	 	[ID Number]
	 
	 	 
	Grant Date:

	 	[Date]
	 
	 	 
	Target Number
of Units
Granted:

	 	[Number] (with the opportunity to earn up to

[Number]1 additional
Restricted Stock Units)
	 
	 	 
	Price Per Unit:

	 	U.S.$0.00
	 
	 	 
	Vesting 

Schedule:

	 	The Restricted Stock Units granted hereby shall vest on
the dates set forth in the Agreement (the “Vesting
Dates”), upon the achievement of specified performance
goals; provided, however, that if the
following event (the “Vesting Event”) has not occurred
when Restricted Stock Units would otherwise vest (upon the
achievement of such performance goals), such Restricted
Stock Units will not vest until such event has occurred:

the Company has sufficient available capacity under one or
more of its existing equity plans or a new
shareholder-approved equity incentive plan for all equity
awards approved on the date of this award, on May 20,
2009, on March 4, 2009, and on May 28, 2008, in each case,
which remain outstanding at
such time, to vest in compliance with the Nasdaq
restriction which provides that only legacy Witness
employees and new Company hires since May 25, 2007 may
receive awards under the Witness Systems, Inc. Amended &
Restated Stock Incentive Plan assumed by the Company in
connection with the merger with Witness.




 




	 	 	 
	1	 	Not to exceed 100% of the Target Number of Units (i.e.,
if the Target Number of Restricted Stock Units is 100, the opportunity for
additional Restricted Stock Units may not exceed 100, for a grand total of
200).





 


 









 





	 	 	 
	Cash Cancel Option:

	 	Notwithstanding the foregoing vesting provisions, in the
event your Award does not vest on a Vesting Date because
the Vesting Event has not occurred at such time, the
Company shall have the right, in its sole and absolute
discretion, on such Vesting Date or at any time thereafter
(until the occurrence of the Vesting Event), to cancel the
portion of your Award that would have vested on such
Vesting Date and to cause the Verint entity which employs
you to pay you in cash (in accordance with its normal
payroll practices) the Fair Market Value (as defined in
the Agreement) of one share of Common Stock for each
Restricted Stock Unit being cancelled.
	 
	 	 
	Restrictions on 

Re-Sale:

	 	Regardless of the vesting of your Award, in no event shall
you be allowed to re-sell the shares underlying this grant
of Restricted Stock Units until the Company has an
effective registration statement under the Securities Act
of 1933, as amended, relating to the shares desired to be
sold.
	 
	 	 
	Termination Date:

	 	Notwithstanding any other provision of this Notice of
Grant or of the related Performance-Based Restricted Stock
Unit Award Agreement, if Restricted Stock Units have not
vested by the tenth anniversary of the Grant Date, such
Restricted Stock Units shall be forfeited by Grantee as of
such date.








	 	 	 	 	 
	 	Verint Systems Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


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By my signature below, I hereby acknowledge my receipt of this Award granted on the date shown
above, which has been issued to me under the terms and conditions of the Agreement. I further
acknowledge receipt of a copy of the Agreement and a summary information sheet. I agree that the
Award is subject to all of the terms and conditions of this Notice of Grant of Restricted Stock
Units and the Agreement (including any equity plan referred to therein).



If I am a resident of Canada, I also acknowledge having requested that this Notice and all
documents referred to herein be drafted in the English language. Je reconnais également avoir
exigé que ce document ainsi que tout document auquel ce document fait référence, soient rédigés en
langue anglaise.



	 	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






 


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VERINT SYSTEMS INC.




PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT




This Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) governs the
terms and conditions of the Performance-Based Restricted Stock Unit Award (the “Award”)
specified in the Notice of Grant of Performance-Based Restricted Stock Units (the “Notice of
Grant”) delivered herewith entitling the person to whom the Notice of Grant is addressed
(“Grantee”) to receive from Verint Systems Inc. (the “Company”) the targeted number
of performance-based Restricted Stock Units indicated in the Notice of Grant (and the opportunity
to earn additional Restricted Stock Units if targeted performance is exceeded, as described herein,
if provided for in the Notice of Grant), subject to the terms and conditions of this Agreement (the
“Restricted Stock Units”).




	1	 	RESTRICTED STOCK UNITS; VESTING
	 
	1.1	 	Grant of Performance-Based Restricted Stock Units.






	(a)	 	Subject to the terms of this Agreement, the Company hereby grants to Grantee the targeted
number of performance-based Restricted Stock Units indicated in the Notice of Grant (the
“Target Units”), vesting of which depends upon the Company’s performance during each
Performance Period (defined below), as specified for each such Performance Period.






	(b)	 	Grantee’s right to receive all, any portion of, or more than the Target Units will be
contingent upon the Company’s achievement of specified levels of Revenue measured over the
following periods (each, a “Performance Period” and, collectively, the
“Performance Periods”):






	 	(i)	 	Payment of the first one-third of the Target Units (the “2009 Units”)
will be contingent upon the achievement of specified levels of Revenue during the
period from February 1, 2010 through January 31, 2011 (the “2010 Period”);






	 	(ii)	 	Payment of the second one-third of the Target Units (the “2010
Units”) will be contingent upon the achievement of specified levels of Revenue
during the period from February 1, 2011 through January 31, 2012 (the “2011
Period”); and






	 	(iii)	 	Payment of the final one-third of the Target Units (the “2011
Units”) will be contingent upon the achievement of specified levels of Revenue
during the period from February 1, 2012 through January 31, 2013 (the “2012
Period”).




 


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	(c)	 	The applicable “Revenue” definition and target, “Threshold” level, and “Maximum” level (as
described below) for each Performance Period will be set
by the Board of Directors of the Company (the “Board”) or a committee thereof
designated to administer the Award (the “Committee”) prior to the conclusion of
each such Performance Period, and to the extent practicable, within the first 90 days of
each such Performance Period, and will be attached in a performance matrix (the
“Performance Matrix”) as an exhibit to this Agreement. A sample Performance Matrix
is set forth on Exhibit A hereto.






	(d)	 	If and when the Restricted Stock Units vest in accordance with the terms of this Agreement
and the Notice of Grant without forfeiture, and upon the satisfaction of all other applicable
conditions as to the Restricted Stock Units, one share of Common Stock of the Company shall be
issuable to Grantee for each Restricted Stock Unit that vests on such date (the
“Shares”), which Shares, except as otherwise provided herein or in the Notice of
Grant, will be free of any Company-imposed transfer restrictions. Except as otherwise
provided below, any fractional Restricted Stock Unit remaining after the Award is fully vested
shall be discarded and shall not be converted into a fractional Share.






	1.2	 	Vesting of Performance-Based Restricted Stock Units.






	(a)	 	Below Threshold. If upon conclusion of the relevant Performance Period, Revenue for
that Performance Period falls below the “Threshold” level, as set forth in the applicable
Performance Matrix, no Restricted Stock Units for that Performance Period shall become vested.






	(b)	 	Between Threshold and Target. If, upon conclusion of the relevant Performance
Period, Revenue for that Performance Period equals or exceeds the “Threshold” level, but is
less than the “Target” level, as set forth in the applicable Performance Matrix, a portion of
the Target Units eligible for vesting during such Performance Period (of between the
percentage specified on the Performance Matrix opposite the “Threshold” Revenue level and
100%) will vest based on where actual Revenues for such Performance Period fall between the
“Threshold” level and the “Target” level. If the foregoing calculation would result in the
vesting of a fraction of a Restricted Stock Unit, the result of the calculation will be
rounded down to the nearest whole Restricted Stock Unit.






	(c)	 	Between Target and Maximum. If, upon the conclusion of the relevant Performance
Period, Revenue for that Performance Period equals or exceeds the “Target” level, but is less
than the “Maximum” level, as set forth in the applicable Performance Matrix, 100% of the
Target Units for such Performance Period will become vested, plus, if the Notice of Grant
indicates that units in excess of the Target Units are eligible to be earned, an additional
number of Restricted Stock Units (of between 0% and the maximum percentage of the Target Units
for such Performance Period specified on the Performance Matrix opposite the “Maximum” Revenue
level) based on where actual Revenues for such Performance Period fall between the “Target”
level and the “Maximum” level. If the foregoing calculation would result in the vesting of a
fraction of a Restricted
Stock Unit, the result of the calculation will be rounded down to the nearest whole
Restricted Stock Unit.




 


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	(d)	 	Equals or Exceeds Maximum. If the Notice of Grant indicates that units in excess of
the Target Units are eligible to be earned, and upon conclusion of the relevant Performance
Period, Revenue for that Performance Period equals or exceeds the “Maximum” level, as set
forth in the applicable Performance Matrix, the maximum percentage of the Target Units for
such Performance Period specified on the Performance Matrix opposite the “Maximum” Revenue
level shall become vested.






	(e)	 	Determination of Earned Award. Within 60 days following the Board’s receipt of the
Company’s audited financial statements covering the relevant Performance Period, the Board or
the Committee will determine (i) whether and to what extent the goals relating to Revenue have
been satisfied for each Performance Period, (ii) the number of Restricted Stock Units that
shall have become vested hereunder and (iii) whether all other conditions to receipt of the
Shares have been met. The Board or Committee’s determination of the foregoing shall be final
and binding on Grantee absent a showing of manifest error. Notwithstanding any other
provision of this Agreement, no Restricted Stock Units for a given Performance Period shall
vest until the Board or Committee has made the foregoing determinations for such Performance
Period (the date of such determination for each Performance Period, a “Vesting Date”).
In the case of the 2012 Period, such determination shall not be final until on or after the
third anniversary of the date of Board or Committee approval.
	 
	(f)	 	Other Vesting Provisions.






	 	(i)	 	Any Restricted Stock Units that do not become vested based on the foregoing
provisions with respect to a given Performance Period will be automatically forfeited
by Grantee without consideration.






	 	(ii)	 	Notwithstanding the foregoing vesting provisions, if the following event has
not occurred on the date Restricted Stock Units would otherwise vest hereunder, such
Restricted Stock Units will not vest until such event has occurred: the Company has
sufficient available capacity under one or more of its existing equity plans or a new
shareholder-approved equity incentive plan for all equity awards approved on the date
of this award, on May 20, 2009, on March 4, 2009, and on May 28, 2008, in each case,
which remain outstanding at such time, to vest in compliance with the Nasdaq
restriction which provides that only legacy Witness employees and new Company hires
since May 25, 2007 may receive awards under the Witness Systems, Inc. Amended &
Restated Stock Incentive Plan assumed by the Company in connection with the merger
with Witness (the “Vesting Event”).




 


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	 	(iii)	 	Notwithstanding the foregoing vesting provisions, in the event the Award
does not vest on a Vesting Date because the Vesting Event has not occurred at such
time, the Company shall have the right, in its sole and absolute discretion, on such
Vesting Date or at any time thereafter (until the occurrence of the Vesting Event), to
cancel the portion of the Award that would have vested on such Vesting Date and to pay
Grantee in cash the Fair Market Value of one share of Common Stock for each Restricted
Stock Unit being cancelled. All cash payments to the Grantee hereunder will be made
by the Verint entity which employs the Grantee in accordance with its normal payroll
practices either on or promptly following the date of the Company action which gives
rise to such payment; provided, however, that the Company shall have
the authority to delay any such payments to the extent necessary to comply with
Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified
employees”); in such event, any payment to which the Grantee would otherwise be
entitled during the six (6) month period following the date the Grantee ceases to be
employed by or otherwise in the service of the Company will be issued on the first
business day following the expiration of such six (6) month period.






	 	(iv)	 	Upon the occurrence of a Change in Control (other than a Hostile Change in
Control), the Committee may, in its sole discretion, elect to accelerate the vesting
of all unvested Restricted Stock Units. In the event of a Hostile Change in Control,
such accelerated vesting shall occur automatically upon the occurrence of such Hostile
Change in Control. At any time before a Change in Control, the Committee may, without
the consent of the Grantee (i) require the entity effecting the Change in Control or a
parent or subsidiary of such entity to assume this Award or substitute an equivalent
cash award therefor or (ii) terminate and cancel all outstanding Restricted Stock
Units upon the Change in Control. In connection with any such termination and
cancellation of outstanding Restricted Stock Units upon a Change in Control, the
Committee may, in its discretion, cause the payment to the Grantee for each unvested
Restricted Stock Unit equal to the fair market value of the Common Stock on the date
of the Change in Control calculated as provided in the definition of Fair Market Value
on Appendix A hereto, but based solely on the value of the Common Stock on the date of
determination and not based on a 30 day average trading price. For the purposes of
this Section, Restricted Stock Units under this Award shall be considered assumed if,
following the closing of the Change in Control transaction, each Restricted Stock Unit
confers the right to receive cash in an amount equal to the consideration (if such
consideration was cash) or the fair market value of the consideration (if such
consideration was stock, other securities, or property) received in such transaction
by holders of Common Stock for each share of Common Stock held on the effective date
of the transaction
(and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding shares of Common Stock).




 


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	1.3	 	Forfeiture.






	(a)	 	Except as otherwise provided herein, Grantee’s right to receive any of the Restricted Stock
Units is contingent upon his or her remaining in the Continuous Service of the Company or a
Subsidiary or Affiliate through the end of the relevant Performance Period. If Grantee’s
Continuous Service terminates for any reason, all Restricted Stock Units which are then
unvested shall, unless otherwise determined by the Board or the Committee in its sole
discretion, be cancelled and the Company shall thereupon have no further obligation
thereunder. For the avoidance of doubt, subject to a separate written agreement between the
parties, Grantee acknowledges and agrees that he or she has no expectation that any Restricted
Stock Units will vest on the termination of his or her Continuous Service for any reason and
that he or she will not be entitled to make a claim for any loss occasioned by such forfeiture
as part of any claim for breach of his or her employment or service contract or otherwise.






	(b)	 	A Grantee’s Continuous Service shall not be considered interrupted in the case of (i)
transfers within the Company, its Subsidiaries, or Affiliates, or any successor thereto, or
(ii) any change in status from employee, director, or consultant (to any other such status) so
long as the provision of services to the Company, a Subsidiary, or Affiliate is not
interrupted or terminated.






	(c)	 	A Grantee’s Continuous Service shall not be considered interrupted in the case of any
approved leave of absence. An approved leave of absence shall include sick leave, military
leave, or any other leave that is required by statute or promised by contract, by Company
policy, or by other authorization of the Company. Any other leave of absence will be
considered unauthorized and Grantee’s Continuous Service will be considered terminated for
purposes of this Agreement at the start of such unauthorized leave. Notwithstanding the
foregoing, unless Grantee’s right to return from an authorized leave is guaranteed by statute
or by contract, if an approved leave of absence exceeds six (6) months in any single
Performance Period, Grantee will forfeit all of the Restricted Stock Units that are or were
eligible for vesting during such Performance Period, on the date such authorized leave exceeds
six (6) months in duration; provided, however, that the Committee shall have
discretion to waive the effect of the foregoing forfeiture provision or lengthen the six month
period before a forfeiture occurs to the extent necessary to comply with applicable tax,
labor, or other law or based on the particular facts and circumstances of the leave in
question.






	(d)	 	Notwithstanding any other provision of the Notice of Grant or of this Agreement, if
Restricted Stock Units have not vested by the tenth anniversary of the grant date, such
Restricted Stock Units shall be forfeited by Grantee as of such date. In
the event of any such forfeiture,
all such forfeited Restricted
Stock Units shall be cancelled.




 


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	1.4	 	Delivery.






	(a)	 	Subject to Section 1.6 and any other applicable conditions hereunder, as soon as
administratively practicable following the vesting of Restricted Stock Units in accordance
with the terms of this Agreement (but in no event later than the date the short-term deferral
period under Section 409A of the Code expires with respect to such vested Shares), the Company
shall issue the applicable Shares and, at its option, (i) deliver or cause to be delivered to
Grantee a certificate or certificates for the applicable Shares or (ii) transfer or arrange to
have transferred the Shares to a brokerage account of Grantee designated by the Company.






	(b)	 	Notwithstanding the foregoing, the issuance of Shares upon the vesting of a Restricted Stock
Unit shall be delayed in the event the Company reasonably anticipates that the issuance of
Shares would constitute a violation of federal securities laws, other applicable law, or
Nasdaq rules. If the issuance of the Shares is delayed by the provisions of this paragraph,
such issuance shall occur at the earliest date at which the Company reasonably anticipates
issuing the Shares will not cause such a violation. For purposes of this paragraph, the
issuance of Shares that would cause inclusion in gross income or the application of any
penalty provision or other provision of the Code or other tax code applicable to Grantee is
not considered a violation of applicable law.






	1.5	 	Restrictions.






	(a)	 	Except as provided herein, Grantee shall not have any right in, to, or with respect to, any
of the Shares (including any voting rights or rights with respect to dividends paid on the
Company’s Common Stock) issuable under the Award unless and until the Award is settled by the
issuance of such Shares to Grantee, whereupon the Grantee shall have all the rights of a
shareholder with respect to such Shares.






	(b)	 	The Restricted Stock Units may not be transferred in any manner other than by will or by the
laws of descent and distribution. Any attempt to dispose of Restricted Stock Units or any
interest in the same in a manner contrary to the restrictions set forth in this Agreement
shall be void and of no effect.






	(c)	 	Regardless of the vesting of your Award, in no event shall Grantee be allowed to re-sell any
 shares of Common Stock underlying this grant of Restricted Stock Units until the Company has
an effective registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), relating to the shares desired to be sold.




 


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	1.6	 	Tax; Withholding.






	(a)	 	The Company shall determine the amount of any withholding or other tax required by law to be
withheld or paid by the Company or its Subsidiary with respect to any income recognized by
Grantee with respect to the Restricted Stock Units or the issuance of Shares pursuant to the
terms of the Restricted Stock Units.






	(b)	 	Neither the Company nor any Subsidiary, Affiliate or agent makes any representation or
undertaking regarding the treatment of any tax or withholding in connection with the grant or
vesting of the Award or the subsequent sale of Shares subject to the Award. The Company and
its Subsidiaries and Affiliates do not commit and are under no obligation to structure the
Award to reduce or eliminate Grantee’s tax liability.






	(c)	 	Grantee shall be required to meet any applicable tax withholding obligation, whether United
States federal, state, local or non-U.S., including any employment tax obligations or social
security obligations (the “Tax Withholding Obligation”), prior to any event in
connection with the Award (e.g., vesting, delivery...etc.) that the Company determines may
result in any Tax Withholding Obligation, and the Company reserves the right to determine the
method or methods by which such Tax Withholding Obligations will be satisfied, together with
any associated timing or other details required to effectuate such method or methods. The
Company or its Subsidiary or Affiliate shall withhold from any cash payable to the Grantee in
connection with this Award an amount sufficient to satisfy the minimum applicable tax
withholding obligation, whether United States federal, state, local or non-U.S., including any
employment tax obligations or social security obligations.
	 
	(d)	 	Notwithstanding Section 1.6(c):






	 	(i)	 	If in the tax jurisdiction in which Grantee resides a Tax Withholding
Obligation arises upon vesting of the Award (regardless of when the Shares underlying
the Award are delivered to Grantee), then on each date the Award actually vests, if
(1) the Company does not have in place an effective registration statement under the
Securities Act under which Grantee may sell Shares or (2) Grantee is subject to a
Company-imposed trading blackout, unless Grantee has made other arrangements
satisfactory to the Company, the Company will withhold from the Shares to be delivered
to Grantee such number of Shares as are sufficient in value (as determined by the
Committee in its sole discretion) to cover the minimum amount of the Tax Withholding
Obligation.




 


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	 	(ii)	 	If in the tax jurisdiction in which Grantee resides a Tax Withholding
Obligation arises upon delivery of the Shares underlying the Restricted Stock Units
(regardless of when vesting occurs), then following each date
the Award actually vests, the Company will defer the delivery of the Shares
otherwise deliverable to Grantee until the earliest of (1) the date Grantee’s
employment with the Company (or a Subsidiary or Affiliate) is terminated (by either
party), (2) the date that the short-term deferral period under Section 409A of the
Code expires with respect to such vested Shares, or (3) the date on which the
Company has in place an effective registration statement under the Securities Act
under which Grantee may sell Shares and on which Grantee is not subject to a
Company-imposed trading blackout (the earliest of such dates, the “Delivery
Date”). If on the Delivery Date (1) the Company does not have in place an
effective registration statement under the Securities Act under which Grantee may
sell Shares or (2) Grantee is subject to a Company-imposed trading blackout, unless
Grantee has made other arrangements satisfactory to the Company, the Company will
withhold from the Shares to be delivered to Grantee such number of Shares as are
sufficient in value (as determined by the Committee in its sole discretion) to
cover the minimum amount of the Tax Withholding Obligation.






	(e)	 	Grantee is ultimately liable and responsible for all taxes owed by Grantee in connection with
the Award, regardless of any action the Company or any of its Subsidiaries, Affiliates or
agents takes with respect to any tax withholding obligations that arise in connection with the
Award. Accordingly, Grantee agrees to pay to the Company or its relevant Subsidiary or
Affiliate as soon as practicable, including through additional payroll withholding (if
permitted under applicable law), any amount of required tax withholding that is not satisfied
by any such action of the Company or its Subsidiary or Affiliate.






	(f)	 	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
Grantee’s transactions under this Agreement with Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, if such rule is applicable to transactions by Grantee.






	2	 	CERTAIN DEFINITIONS





Defined terms used herein and not otherwise defined in the body of this Agreement are defined in
Appendix A hereto.




	3	 	REPRESENTATIONS OF GRANTEE





Grantee hereby represents to the Company that Grantee has read and fully understands the provisions
of this Agreement, and Grantee acknowledges that Grantee is relying solely on his or her own
advisors with respect to the tax consequences of this Award. Grantee acknowledges that this
Agreement has not been reviewed or approved by any regulatory authority in his or her country of
residence or otherwise.


 


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	4	 	NOTICES





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



To the Company:




Verint Systems Inc.

330 South Service Road

Melville, NY 11747-3201

U.S.A.

+(631) 962-9600 (phone)

+(631) 962-9623 (fax)

Attn: Chief Legal Officer



To Grantee:




as set forth in the Company’s payroll records



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)
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. Grantee will promptly notify
the Company in writing upon any change in Grantee’s address.




	5	 	ASSIGNMENT; BINDING AGREEMENT





This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of
Grantee 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 Grantee.




	6	 	ENTIRE AGREEMENT; AMENDMENT





This Agreement and the Notice of Grant represent the entire agreement of the parties with respect
to the subject matter hereof, except that the Committee reserves the right, in its sole discretion,
to make the Award and this Agreement subject to the terms of an equity incentive plan of the
Company so long as the terms of such equity incentive plan do not contradict any of the provisions
of the Agreement or the Notice of Grant in any material respect. This Agreement or the Notice of
Grant may be amended by the Committee without the consent of Grantee except in the case of an
amendment adverse to Grantee, in which case Grantee’s consent shall be required. Notwithstanding
the foregoing, however, the Committee shall have the power to adopt regulations for carrying out
this Agreement
and to make changes in such regulations, as it shall, from time to time, deem advisable. In
addition, any interpretation by the Committee of the terms and provisions of this Agreement and the
administration thereof, and all action taken by the Committee, shall be final and binding.


 


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	7	 	GOVERNING LAW





This Agreement shall be governed by the laws of the state of New York, without giving effect to any
principle of law that would result in the application of the law of any other jurisdiction. Each
party to this Agreement hereby consents and submits himself, herself or itself to the jurisdiction
of the courts of the state of New York for the purposes of any legal action or proceeding arising
out of this Agreement. Nothing in this Agreement shall affect the right of the Company to commence
proceedings against the Grantee in any other competent jurisdiction, or concurrently in more than
one jurisdiction, or to serve process, pleadings and other papers upon the Grantee in any manner
authorized by the laws of any such jurisdiction. The Grantee irrevocably waives:



(a) any objection which it may have now or in the future to the laying of the venue of any
action, suit or proceeding in any court referred to in this Section; and



(b) any claim that any such action, suit or proceeding has been brought in an inconvenient
forum.




	8	 	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.




	9	 	ONE-TIME GRANT; NO RIGHT TO CONTINUED SERVICE OR PARTICIPATION; EFFECT ON OTHER PLANS





The award evidenced by this Agreement is a voluntary, discretionary bonus being made on a one-time
basis and it does not constitute a commitment to make any future awards. Neither this Agreement
nor the Notice of Grant shall confer upon Grantee any right with respect to continued service with
the Company, a Subsidiary, or an Affiliate, nor shall it interfere in any way with the right of the
Company, a Subsidiary, or an Affiliate to terminate Grantee’s Continuous Service at any time.
Payments received by Grantee pursuant to this Agreement and the Notice of Grant shall not be
considered salary or other compensation for purposes of any severance pay or similar allowance and
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 Grantee may be enrolled or
for which Grantee may become eligible, except as otherwise required by law,
as may be provided under the terms of such plans, or as determined by the Board of Directors of the
Company.


 


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	10	 	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 this Agreement, the Notice of Grant or any rule
or procedure established by the Committee.




	11	 	USE OF THE WORD “GRANTEE”





Wherever the word “Grantee” 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 Units may be transferred by will or the laws of
descent and distribution, the word “Grantee” shall be deemed to include such person or persons.




	12	 	FURTHER ASSURANCES





Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver
and perform all additional documents, instruments and agreements 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.




	13	 	AMENDMENT TO MEET THE REQUIREMENTS OF SECTION 409A ET AL





Grantee acknowledges that the Company, in the exercise of its sole discretion and without the
consent of Grantee, may amend or modify this Agreement in any manner and delay the payment of any
amounts payable pursuant to this Agreement to the minimum extent necessary to meet the requirements
of Section 409A of the Code as amplified by any Internal Revenue Service or U.S. Treasury
Department regulations or guidance, or any other applicable equivalent tax law, rule, or
regulation, as the Company deems appropriate or advisable.


 


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	14	 	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION





In the event of a reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, issuance of stock rights, combination of shares, merger, consolidation or any other
change in the corporate structure of the Company affecting the Company’s Common Stock, or any
distribution to stockholders other than a regular cash dividend, the Board shall make appropriate
adjustment in the number and kind of shares to which the Restricted Stock Units relate and any
other adjustments to the Award as it determines appropriate. No fractional Restricted Stock Units
shall be awarded pursuant to such an adjustment.




	15	 	CONSENT TO TRANSFER PERSONAL DATA





The Company and its Subsidiaries hold certain personal information about Grantee, that may include
Grantee’s name, home address and telephone number, date of birth, social security number or other
employee identification number, salary, nationality, job title, any shares of stock held in the
Company, or details of any entitlement to shares of stock awarded, canceled, purchased, vested, or
unvested, for the purpose of implementing, managing, and administering the Award or the Agreement
(“Data”). The Grantee hereby agrees that the Company and/or its Subsidiaries may transfer
Data amongst themselves as necessary for the purpose of implementation, administration, and
management of Grantee’s participation in the Award or the Agreement, and the Company and/or any of
its Subsidiaries may each further transfer Data to any third parties assisting the Company in the
implementation, administration, and management of the Award or the Agreement. These recipients may
be located throughout the world, including outside the Grantee’s country of residence (or outside
of the European Union, for Grantees located within the European Union). Such countries may not
provide for a similar level of data protection as provided for by local law (such as, for example,
European privacy directive 95/46/EC and local implementations thereof). Grantee hereby authorizes
those recipients – even if they are located in a country outside of Grantee’s country of residence
(or outside of the European Union, for Grantees located within the European Union) – to receive,
possess, use, retain, and transfer the Data, in electronic or other form, for the purpose of
implementing, administering, and managing Grantee’s participation in the Award or the Agreement,
including any requisite transfer of such Data as may be required for the administration of the
Award or the Agreement and/or the subsequent holding of shares of stock on Grantee’s behalf by a
broker or other third party with whom Grantee or the Company may elect to deposit any shares of
stock acquired pursuant to the Award or the Agreement. Grantee is not obliged to consent to such
collection, use, processing and transfer of personal data and may, at any time, review Data,
require any necessary amendments to it, or withdraw the consent contained in this section by
contacting the Company in writing. However, withdrawing or withholding consent may affect
Grantee’s ability to participate in the Award or the Agreement. More information on the Data
and/or the consequences of withholding or withdrawing consent can be obtained from the Company’s
legal department.


 


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	16	 	CERTAIN COUNTRY-SPECIFIC PROVISIONS





For residents of the UK only:




Grantee agrees, as a condition to its acceptance of the Award, to satisfy any requirement of the
Company or any Subsidiary that, prior to vesting of all or any part of the Award, Grantee enter
into a joint election under section 431(1) of the UK Income Tax (Earnings and Pensions) Act 2003,
the effect of which is that the Shares issued on vesting will be treated as if they were not
restricted securities.



Tax Withholding Obligations under this Agreement shall include, without limitation:




	 	(i)	 	United Kingdom (UK) income tax; and
	 
	 	(ii)	 	UK primary class 1 (employee’s) national insurance contributions.





For residents of Canada only:




I acknowledge having requested that this Agreement and all documents referred to herein be drafted
in the English language. Je reconnais également avoir exigé que ce document ainsi que tout
document auquel ce document fait référence, soient rédigés en langue anglaise.



For residents of Hong Kong only:




The Data Protection Principles specified in the Personal Data (Privacy) Ordinance (Cap. 486 of the
Laws of Hong Kong will apply to any Data upon its transfer to any place outside of Hong Kong).



END OF AGREEMENT




 


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Appendix A




CERTAIN DEFINITIONS




For purposes of this Agreement, the following terms have the following meanings:



“1934 Act” means the Securities Exchange Act of 1934, as amended.



“Affiliate” means any entity other than the Subsidiaries in which the Company has a
substantial direct or indirect equity interest, as determined by the Board.



“Change in Control” means (i) the Board (or, if approval of the Board is not required as a
matter of law, the stockholders of the Company) shall approve (a) any consolidation or merger of
the Company in which the Company is not the continuing or surviving corporation or pursuant to
which shares of Common Stock would be converted into cash, securities or other property, other than
a merger of the Company in which the holders of Common Stock immediately prior to the merger have
the same proportionate ownership of common stock of the surviving corporation immediately after the
merger, or (b) any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the assets of the Company or (c) the adoption
of any plan or proposal for the liquidation or dissolution of the Company; (ii) any person (as such
term is defined in Section 13(d) of the 1934 Act), corporation or other entity other than the
Company shall make a tender offer or exchange offer to acquire any Common Stock (or securities
convertible into Common Stock) for cash, securities or any other consideration, provided that (a)
at least a portion of such securities sought pursuant to the offer in question is acquired and (b)
after consummation of such offer, the person, corporation or other entity in question is the
“beneficial owner” (as such term is defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of 20% or more of the outstanding shares of Common Stock (calculated as provided in
paragraph (d) of such Rule 13d-3 in the case of rights to acquire Common Stock); (iii) during any
period of two consecutive years, individuals who at the beginning of such period constituted the
entire Board ceased for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company’s stockholders, of each new director was approved by a vote
of at least two-thirds of the directors then still in office who were directors at the beginning of
the period; or (iv) the occurrence of any other event the Committee determines shall constitute a
“Change in Control” hereunder.



“Code” means the Internal Revenue Code of 1986, as amended.



“Common Stock” means the common stock of the Company, par value $.001 per share, or such
other class or kind of shares or other securities resulting from the application of Section 14 of
the Agreement.


 


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“Continuous Service” means that the provision of services to the Company or a Subsidiary or
Affiliate in any capacity of employee, director or consultant is not interrupted or terminated. In
jurisdictions requiring notice in advance of an effective
termination as an employee, director or consultant, Continuous Service shall be deemed terminated
upon the actual cessation of providing services to the Company or a Subsidiary or Affiliate
notwithstanding any required notice period that must be fulfilled before a termination as an
employee, director or consultant can be effective under applicable labor laws. Continuous Service
shall not be considered interrupted in the case of (i) any approved leave of absence, (ii)
transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of
employee, director or consultant, or (iii) any change in status as long as the individual remains
in the service of the Company or a Subsidiary or Affiliate in any capacity of employee, director or
consultant. An approved leave of absence shall include sick leave, military leave, or any other
authorized personal leave.



“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:




(a) If the Common Stock is listed on one or more established stock exchanges or national
market systems, including without limitation The Nasdaq Global Market, its Fair Market
Value shall be the average of the closing sales price for such stock (or the closing bid,
if no sales were reported) as quoted on the principal exchange or system on which the
Common Stock is listed (as determined by the Committee) over the 30 trading day period
ending on the date of determination (or, if no closing sales price or closing bid was
reported on that date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other source as
the Committee deems reliable;




(b) If the Common Stock is regularly quoted on an automated quotation system (including the
OTC Bulletin Board or Pink Sheets) or by a recognized securities dealer, its Fair Market
Value shall be the average of the closing sales price for such stock as quoted on such
system or by such securities dealer over the 30 trading day period ending on the date of
determination, or if no closing sales price was reported on that date, the closing sale
price on the immediately preceding trading date; or




(c) In the absence of an established market for the Common Stock of the type described in
(a) and (b), above, the Fair Market Value thereof shall be determined by the Committee in
good faith.



“Hostile Change in Control” means any Change in Control that is not approved or recommended
by the Board.



“Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company (or any subsequent parent of the Company) if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.


 


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EXHIBIT A




Performance Matrix for 20[__] Period




20[__] Units (Target Units for 20[__] Period):                                         




Definition of “Revenue” for period (e.g., Consolidated GAAP revenue including/excluding the
following items...):                     



Target “Revenue” for 20[__] Period: $                                        




	 	 	 	 	 
	Revenue Achieved in 20[XX] Period	 	Percent of 20[XX]
 Units Vesting	 
	Threshold ([__]% of 20[__] Target Revenues)
	 	 	[__]	%
	Target (100% of 20[__] Target Revenues)
	 	 	100	%
	Maximum ([__]% of 20[__] Target Revenues)
	 	 	[__]	%2





 






	 	 	 
	2	 	Not to exceed 200% (i.e., if the Target Number of Units
is 100, the opportunity for additional Units may not exceed 100, for a grand
total of 200 Units). If the Notice of Grant does not make additional units
available for over-performance, replace this line of the table with “Maximum:
Not Applicable”.





 


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