Exhibit 10.29





Exhibit 10.29




                     __, 20__




[Name of Recipient]

[Address]



Notice of Grant of Performance-Based Deferred Stock




Dear [Name]:



Congratulations! You have been granted a performance-based deferred stock award (the “Award”)
pursuant to the terms and conditions of the attached Verint Systems Inc. (the “Company”)
Performance-Based Deferred Stock Award Agreement (the “Agreement”) and the 2010 Israeli Supplement.
Your Award entitles you to shares of common stock of the Company (“Common Stock”) on certain dates
subject to the vesting and other terms and conditions of the Agreement and the 2010 Israeli
Supplement. The details of your Award are specified below and in the attached Agreement.



	 	 	 	 	 
	 

	 	Granted To:
	 	[Name]
	 

	 	ID#
	 	[ID Number]
	 
	 	 	 	 
	 

	 	Grant Date:
	 	[Date]
	 

	 	Effective Date:
	 	[Date]
	 
	 	 	 	 
	 

	 	Number of shares of
Deferred Stock
Granted:
	 	[Number] (Target shares)

[Number]1 (Additional shares for overachievement)

[Number] (Maximum shares)
	 
	 	 	 	 
	 

	 	Price Per Share:
	 	U.S.$0.00
	 
	 	 	 	 
	 

	 	Vesting Schedule:	 	The Deferred Stock 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 shares
(i.e., if the Target Number of shares is 100, the opportunity for additional
shares may not exceed 100, for a grand total of 200).



 


 









 









	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Delivery of Shares:	 	Regardless of the vesting of your Award and regardless of
the terms set forth in the Agreement, in no event will the
shares of common stock underlying your Award be delivered
to you until the Company has made available to you an
effective registration statement under the Securities Act
of 1933, as amended, relating to the shares.
	 
	 	 	 	 
	 

	 	Restrictions on

Re-Sale:	 	Regardless of the vesting of your Award, in no event will
you be allowed to re-sell the shares underlying this grant
of Deferred Stock 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 Deferred Stock
Award Agreement, if shares of Deferred Stock have not
vested by the tenth anniversary of the Grant Date, such
shares of Deferred Stock shall be forfeited by Grantee as
of such date.
	 
	 	 	 	 
	 

	 	Tax Track:
	 	Capital Gains Tax Track Through a Trustee







	1.	 	The Deferred Stock and any additional rights including, without limitation,
any share bonus that shall be distributed to you in connection with the Award
(the “Additional Rights”), shall be allocated on your
behalf to the Trustee, ESOP Management and Trust Services LTD., Company number
513699538 (the “Trustee”).
	 




 


2









 











	2.	 	The Deferred Stock and Additional Rights shall be allocated on your behalf
to the Trustee under the provision of the Capital Gains Tax Track and will be
held by the Trustee for the period (the “Holding Period”) stated in Section 102
of the Income Tax Ordinance, 1961 and the Income Tax Regulations (Tax Relieves in
Allocation of Shares to Employees), 2003 promulgated thereunder (“Section 102”).
	 






	3.	 	If you sell or withdraw the Deferred Stock or Additional Rights from the
Trustee before the end of the Holding Period (which shall be referred to as a
“Violation”), you shall pay income tax at your marginal rate on the profits
derived from the Deferred Stock or Additional Rights plus payments to the
National Insurance Institute and Health Tax. You many also be required to
reimburse the Company or your employing or engaging company, as the case may be,
(the “Employing Company”) for the employer portion of the payments to the
National Insurance Institute, plus any legally required linkage and interest.
You also may be required to reimburse the Employing Company for any other
expenses that the Employing Company shall bear as a result of a Violation.
	 






	4.	 	The Deferred Stock and/or the Additional Rights are granted to you and
allocated to the Trustee according to the provisions of Section 102, the
Agreement, the 2010 Israeli Supplement and the Hebrew version of the Trust
Agreement signed between the Company and the Trustee, a copy of which has been
made available to you and is made a part of this notice. This Award may
additionally be subject to the terms of an equity incentive plan of the Company,
if so resolved by the Company.
	 






	5.	 	The Award is granted to you on the condition that you sign the Approval of
the Designated Grantee, which constitutes a part of this Notice of Grant, below.
	 





	 	 	 	 	 
	 	Verint Systems Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


3









 





	 	 	 	 	 



APPROVAL OF THE DESIGNATED GRANTEE:





I hereby agree that all the Deferred Stock and Additional Rights granted to me pursuant to the
Award shall be allocated to the Trustee under provisions of the Capital Gains Tax Track and
shall be held by the Trustee for the period stated in Section 102 and in accordance with the
provisions of the Trust Agreement, or for a shorter period if an approval is received from the tax
authorities.



I am aware of the fact that upon termination of my Continuous Service with the Employing Company, I
shall not have a right to the Deferred Stock or the Additional Rights, except as specified in the
Performance-Based Deferred Stock Award Agreement.



I hereby confirm that:




	 	1.	 	I have read the Performance-Based Deferred Stock Award Agreement and I understand and
accept the terms and conditions thereof. I am also aware that the Company is agreeing to
grant me the Award and allocate it on my behalf to the Trustee based on this confirmation;






	 	2.	 	I understand the provisions of Section 102 and the applicable tax track of this grant
of Award;






	 	3.	 	I agree to the terms and conditions of the Hebrew version of the Trust Agreement a
copy of which has been made available to me;






	 	4.	 	Subject to the provisions of Section 102, I confirm that I shall not sell, nor
transfer from the Trustee, the Deferred Stock or Additional Rights before the end of the
Holding Period;






	 	5.	 	If I shall sell, or withdraw from the Trust, the Deferred Stock or the Additional
Rights before the end of the Holding Period as defined in Section 102 (a
“Violation”), either (A) I shall reimburse the Employing Company within three (3)
days of its demand for the employer portion of the payment by the Employing Company to the
National Insurance Institute plus linkage and interest in accordance with the law, as well
as any other expense that the Employing Company shall bear as a result of the said
Violation (all such amounts defined as the “Payment”) or (B) I agree that the
Employing Company may, in its sole discretion, deduct such amounts directly from any
monies to be paid to me as a result of my disposition of the Deferred Stock or the
Additional Rights.





By my signature below, I hereby acknowledge my receipt of this Award granted on the date shown
above, which is issued to me subject to the terms and conditions of the Agreement and the 2010
Israeli Supplement. I further acknowledge receipt of a copy of a Performance-Based Deferred Stock
Award Agreement, the 2010 Israeli Supplement, the Trust Agreement (in Hebrew), and the summary
information sheet (in Hebrew). I agree that the Award is subject to all of the terms and
conditions this Notice of Grant of Deferred Stock, the 2010 Israeli Supplement, and the Agreement
(including any equity plan referred to therein).



	 	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






 


4









 





VERINT SYSTEMS INC.




PERFORMANCE-BASED DEFERRED STOCK AWARD AGREEMENT




This Performance-Based Deferred Stock Award Agreement (“Agreement”) governs the terms and
conditions of the Performance-Based Deferred Stock Award (the “Award”) specified in the
Notice of Grant of Performance-Based Deferred Stock (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 shares of
performance-based Deferred Stock indicated in the Notice of Grant (and the opportunity to earn
additional shares of Deferred Stock 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.




	1	 	DEFERRED STOCK; VESTING






	1.1	 	Grant of Performance-Based Deferred Stock.






	(a)	 	Subject to the terms of this Agreement and the 2010 Israeli Supplement, the Company hereby
grants to Grantee the targeted number of shares of performance-based Deferred Stock indicated
in the Notice of Grant (the “Target Shares”), 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 Shares 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 Shares (the “2009
Shares”) 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 Shares (the “2010
Shares”) 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 Shares (the “2011
Shares”) 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”).




 


5









 











	(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 shares of Deferred Stock 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 Deferred Stock, one share of Common Stock shall be issuable to Grantee
for each share of Deferred Stock that vests on such date (the “Shares”).
Notwithstanding the foregoing, no Shares will be delivered following the vesting of shares of
Deferred Stock until the Delivery Condition (as defined below) has been satisfied. Any
fractional share of Deferred Stock remaining after the Award is fully vested shall be
discarded and shall not be converted into a fractional Share. No expiration of the
restrictions set forth in this Agreement shall affect the restrictions contained in the 2010
Israeli Supplement (including, without limitation, the restrictions on the Grantee’s right to
hold the Shares directly or to sell or otherwise dispose of the Shares prior to the expiration
of the Holding Period (as hereinafter defined)), which shall be in addition to and separate
from the restrictions contained in this Agreement.






	1.2	 	Vesting of Performance-Based Deferred Stock.






	(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 shares of Deferred Stock 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 Shares 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 share, the result of the calculation will be rounded down to the
nearest whole share.




 


6









 











	(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 Shares for such Performance Period will
become vested, plus, if the Notice of Grant indicates that shares in excess of the Target
Shares are eligible to be earned, an additional number of shares of Deferred Stock (of
between 0% and the maximum percentage of the Target Shares 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 share, the result of the calculation will be rounded down to the nearest whole share.






	(d)	 	Equals or Exceeds Maximum. If the Notice of Grant indicates that shares in excess of
the Target Shares 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 Shares 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 shares of Deferred Stock 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 shares of Deferred Stock 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 shares of Deferred Stock would otherwise vest hereunder, such
 shares of Deferred Stock 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”).




 


7









 











	 	(iii)	 	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 shares of Deferred Stock. In the event of a Hostile Change in
Control, such accelerated vesting shall occur automatically upon the occurrence of
such Hostile Change in Control (unless the Committee determines that it is
impermissible under Israeli law). 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 shares of Deferred Stock upon the Change in Control. In connection with
any such termination and cancellation of outstanding shares of Deferred Stock upon a
Change in Control, the Committee may, in its discretion, cause the payment to the
Grantee for each unvested share of Deferred Stock equal to the Fair Market Value of
the Common Stock on the date of the Change in Control. For the purposes of this
Section, shares of Deferred Stock under this Award shall be considered assumed if,
following the closing of the Change in Control transaction, each share of Deferred
Stock 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).






	1.3	 	Forfeiture.






	(a)	 	Except as otherwise provided herein, Grantee’s right to receive any of the Deferred Stock 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 shares of Deferred Stock 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. In the event of any
such forfeiture, all such forfeited Deferred Stock shall be cancelled. 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 Deferred Stock 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.




 


8









 











	(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 shares of Deferred Stock 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 shares of
Deferred Stock have not vested by the tenth anniversary of the grant date, such shares of
Deferred Stock shall be forfeited by Grantee as of such date. In the event of any such
forfeiture, all such forfeited Deferred Stock shall be cancelled and the Grantee shall have no
further right or claim to such Deferred Stock or the underlying Shares.






	1.4	 	Custody; Delivery.






	(a)	 	As soon as practicable after the Effective Date specified in the Notice of Grant, the Company
shall direct that the Deferred Stock be registered in the name of and issued to ESOP
Management and Trust Services LTD., Company number 513699538 (the “Trustee”) for the
benefit of the Grantee in book entry format. All Deferred Stock and Shares underlying the
same shall be held in the custody of the Trustee until the later of (i) the applicable Vesting
Date (as defined in Paragraph 1.3) (assuming satisfaction of the Vesting Event on such date)
and (ii) the time when the required holding period (the “Holding Period”) under the
Capital Gains Track with a Trustee (as per the terms of the Israeli Tax Ordinance)
as set forth in the 2010 Israeli Supplement has run and the Grantee has provided to the
Company a written request to release the Shares.




 


9









 











	(b)	 	As soon as administratively practicable following the vesting of shares of Deferred Stock in
accordance with the terms of this Agreement, and subject to the satisfaction of all other
applicable conditions, including, but not limited to, the payment by the Grantee of all
applicable U.S., Israeli, or other withholding taxes, the Company shall issue the applicable
Shares and, at its option, (i) deliver or cause to be delivered to the Trustee, or if the
Holding Period has run and the Grantee has requested release of the shares in accordance with
Paragraph 1.4(a), the Grantee, a certificate or certificates for the applicable Shares or (ii)
transfer or arrange to have transferred the Shares to a brokerage account of the Trustee, or
if the Holding Period has run and the Grantee has requested release of the shares in
accordance with Paragraph 1.4(a), of the Grantee, designated by the Company. Notwithstanding
the foregoing, in no event will the Shares be delivered until the Company has made available
to you an effective registration statement under the Securities Act of 1933, as amended,
relating to the Shares (“Delivery Condition”).






	(c)	 	In addition, notwithstanding the foregoing, the issuance of Shares pursuant to a vesting of a
share of Deferred Stock and the subsequent fulfillment of the Delivery Condition shall be
delayed in the event (i) the Company reasonably anticipates that the issuance of Shares would
constitute a violation of U.S. federal securities laws or other applicable law or Nasdaq rules
or (ii) Grantee is subject to a Company-imposed trading blackout at such time. If the issuance
and delivery of the Shares is delayed by the provisions of this paragraph, such issuance and
delivery shall occur at the earliest date at which, as applicable: (x) the Company reasonably
anticipates that doing so will not cause a violation of U.S. federal securities laws or other
applicable law or Nasdaq rules and (y) Grantee is no longer subject to a Company-imposed
trading blackout. 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.






	(d)	 	For the avoidance of doubt, no vesting under this Agreement shall entitle the Grantee to take
possession of any Shares or become the registered holder thereof until the Holding Period has
ended. However, if a Grantee instructs the Trustee to sell the shares issued pursuant to the
Award or transfer the Shares from the Trustee to the Grantee prior to the end of the Holding
Period, then the tax consequences in Section 102(b)(4) of the Israeli Income Tax Ordinance
shall apply to the Grantee.




 


10









 











	1.5	 	Restrictions.






	(a)	 	Except as provided herein, the Trustee or Grantee, as applicable (the “Holder”) 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.






	(b)	 	The shares of Deferred Stock may not be transferred in any manner other than by will or by
the laws of descent and distribution. Any attempt to dispose of the Deferred Stock 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 Deferred Stock 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.






	(d)	 	For the avoidance of doubt, the foregoing restrictions shall be in addition to, and separate
from, the restrictions contained in the 2010 Israeli Supplement (including, without
limitation, the restrictions on the Grantee’s right to hold the Deferred Stock or the Shares
directly or to sell or otherwise dispose of the Deferred Stock or the Shares prior to the
expiration of the Holding Period).






	1.6	 	Tax; Withholding.






	(a)	 	The Company, or its authorized delegates, shall determine the amount of any withholding or
other tax required by law to be withheld or paid by the Company or a subsidiary thereof with
respect to any income recognized by Grantee with respect to the Deferred Stock or the issuance
of the underlying Shares.






	(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, Israeli or otherwise, 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.




 


11









 











	(d)	 	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.






	(e)	 	The Committee shall be authorized, in its sole discretion, to establish such rules and
procedures relating to the use of shares of Common Stock to satisfy tax withholding
obligations as it deems necessary or appropriate to facilitate and promote the conformity of
the Holder’s transactions under the Agreement (and the 2010 Israeli Supplement) and this
Agreement with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if such rule
is applicable to transactions by the Holder and with the Israeli Tax Ordinance.






	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.


 


12









 






	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 or the Trustee.




	6	 	ENTIRE AGREEMENT; AMENDMENT





This Agreement, 2010 Israeli Supplement 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, 2010 Israeli Supplement, 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 or the Trustee 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.


 


13









 






	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





Grantee’s award of Deferred Stock 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 Affiliate, nor shall it interfere in any way with the right of the
Company a Subsidiary or 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.


 


14









 






	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 the 2010 Israeli Supplement, 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 Trustee or the executors, the
administrators, or the person or persons to whom the Deferred Stock 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 to, and shall cause the Trustee to, upon demand of the Company or the Committee, 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 and the 2010 Israeli Supplement.




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





Grantee acknowledges that, to the extent applicable, 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.




	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 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 Deferred Stock
relates and any other adjustments to the Award as it determines appropriate. No fractional shares
of Deferred Stock shall be awarded pursuant to such an adjustment.


 


15









 






	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.



END OF AGREEMENT




 


16









 







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.


 


17









 





“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 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) 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 closing sales price for such stock as quoted on such system or by such
securities dealer 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.



 


18









 




 EXHIBIT A




Performance Matrix for 20[__] Period




20[_____] shares of Deferred Stock:




[Number] (Target shares)

[Number]2 (Additional shares for overachievement)

[Number] (Maximum shares)



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


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




	 	 	 	 	 
	 	 	Percent of 20[__]	 
	Revenue Achieved in 20[__] Period	 	 Target Shares Vesting	 
	Threshold ([__]% of 20[__] Target Revenues)
	 	 	[__]	%
	Target (100% of 20[__] Target Revenues)
	 	 	100	%
	Maximum ([__]% of 20[__] Target Revenues)
	 	 	[__]	%3





 





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





 


19