Exhibit 10.26





Exhibit
10.26




___________ __, 20__




[Name of Recipient]

[Address]



Notice of Grant of Restricted Stock Units




Dear [Name]:



Congratulations! You have been granted a Restricted Stock Unit award (the “Award”) pursuant
to the terms and conditions of the attached Verint Systems Inc. (the “Company”) 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]
	 
	 	 
	Units Granted:

	 	[Number]
	 
	 	 
	Price Per Unit:

	 	U.S.$0.00
	 
	 	 
	Vesting Schedule:

	 	Except as provided below, the Restricted Stock Units
granted hereby shall vest on each of the following dates
(each, a “Vesting Date”):
	 
	 	 
	 

	 	(a) 1/3 on April 4, 2011;
	 

	 	(b) 1/3 on April 4, 2012; and
	 

	 	(c) 1/3 on April 4, 2013.
	 
	 	 
	 

	 	Notwithstanding the foregoing vesting schedule, if the
following event (the “Vesting Event”) has not occurred on
the applicable Vesting Date, the Restricted Stock Units
scheduled to vest on that date 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.






 


 









 





	 	 	 
	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 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.




RESTRICTED STOCK UNIT AWARD AGREEMENT




This Restricted Stock Unit Award Agreement (“Agreement”) governs the terms and conditions
of the Restricted Stock Unit Award (the “Award”) specified in the Notice of Grant of
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 number of restricted stock units indicated in the Notice of Grant (the
“Restricted Stock Units”).




	1	 	RESTRICTED STOCK UNITS; VESTING
	 
	1.1	 	Grant of Restricted Stock Units.
	 
	(a)	 	The Award of the Restricted Stock Units is made subject to the terms and conditions of this
Agreement and the Notice of Grant. 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. 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	 	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)	 	In no event shall Grantee 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 (the “Securities Act”), relating to the shares
desired to be sold.




 


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	1.3	 	Vesting.
	 
	(a)	 	Subject to the terms and conditions of this Agreement, the applicable percentage (per the
Notice of Grant) of Restricted Stock Units awarded hereunder (the “Vested Percentage”)
shall be deemed vested and no longer subject to forfeiture under this Agreement on the latest
of:






	 	(i)	 	the applicable vesting date (“Vesting Date”) in accordance with the
schedule set forth in the Notice of Grant, and
	 
	 	(ii)	 	the date 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”).






Vesting shall cease upon the date Grantee’s Continuous Service terminates for any reason,
unless otherwise determined by the Board of Directors of the Company (the “Board”)
or a committee thereof designated to administer the Award (the “Committee”) in its
sole discretion.




	(b)	 	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.




 


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	(c)	 	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).
	 
	1.4	 	Forfeiture.






	(a)	 	If Grantee’s Continuous Service terminates for any reason, all Restricted Stock Units which
are then unvested shall, unless otherwise determined by 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.




 


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	(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, Grantee’s Continuous Service shall be considered terminated
for purposes of this Agreement 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.






	1.5	 	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.
	 
	1.6	 	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.




 


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	(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.






	 	(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.




 


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	(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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