Exhibit 10.28





Exhibit 10.28




                     __, 20__




[Name of Recipient]

[Address]



Notice of Grant of Deferred Stock




Dear [Name]:



Congratulations! You have been granted a deferred stock award (the “Award”) pursuant to the
terms and conditions of the attached Verint Systems Inc. (the “Company”) 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]
	 
	 	 	 	 
	 

	 	Shares of Deferred	 	 
	 

	 	Stock Granted:
	 	[Number]
	 
	 	 	 	 
	 

	 	Price Per Share:
	 	U.S.$0.00
	 
	 	 	 	 
	 

	 	Vesting Schedule:	 	Subject to the vesting condition specified below (the
“Vesting Condition”), the Deferred Stock 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, if the following Vesting
Condition is not satisfied on the applicable Vesting Date,
the Deferred Stock scheduled to vest on that date will not
vest until such Vesting Condition is satisfied: 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.
	 
	 	 	 	 
	 

	 	Delivery of Shares:	 	Regardless of the vesting of your Award, 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 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”).




 


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	 	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:  	 	 



 


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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
Deferred Stock Award Agreement.



I hereby confirm that:




	 	1.	 	I have read the 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 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: 	 	 	 	 
	 

	 

	 	 	 	 	 

	 	 






 


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VERINT SYSTEMS INC.




DEFERRED STOCK AWARD AGREEMENT




This Deferred Stock Award Agreement (“Agreement”) governs the terms and conditions of the
Deferred Stock Award (the “Award”) specified in the Notice of Grant of 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
number of shares of deferred stock indicated in the Notice of Grant (the “Deferred
Stock”).




	1	 	DEFERRED STOCK; VESTING






	1.1	 	Grant of Deferred Stock.






	(a)	 	The Award of the Deferred Stock is made subject to the terms and conditions of this Agreement
and the Notice of Grant, as well as the 2010 Israeli Supplement. If and when the Deferred
Stock vests 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 of the Company 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 Paragraph 1.2 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
Paragraph 1.2 hereof.






	(b)	 	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 Condition 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.




 


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	1.2	 	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 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 the Award, in no event shall Grantee be allowed to re-sell any
Shares until the Company has an effective registration statement under the Securities Act of
1933, as amended, 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).






	1.3	 	Vesting.






	(a)	 	Subject to the terms and conditions of this Agreement, the applicable percentage (per the
Notice of Grant) of shares of Deferred Stock awarded hereunder (the “Vested
Percentage”) shall be deemed vested and no longer subject to forfeiture under this
Agreement on the applicable vesting date (“Vesting Date”) in accordance with the
schedule set forth in the Notice of Grant and subject to the conditions set forth therein.
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. 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.




 


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	(b)	 	Notwithstanding the provisions of Paragraph 1.3(a), if the following “Vesting
Condition” is not satisfied on the applicable Vesting Date, the Deferred Stock scheduled
to vest on that date will not vest until such Vesting Condition is satisfied:


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.






	(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 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).






	1.4	 	Forfeiture.






	(a)	 	If Grantee’s Continuous Service terminates for any reason, all shares of Deferred Stock which
are then unvested shall be forfeited by the Holder as of the date of termination unless
otherwise determined by the Committee in its sole discretion.






	(b)	 	In the event of any forfeiture, all forfeited shares of Deferred Stock shall be cancelled and
the Grantee shall have no further right or claim to such Deferred Stock or the underlying
Shares. 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 shares of
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 otherwise.




 


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	(c)	 	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.






	(d)	 	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.






	(e)	 	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 shares of Deferred Stock shall be cancelled.






	1.5	 	Delivery.






	(a)	 	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 1.1(b), 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 1.1(b), 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”).




 


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	(b)	 	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.






	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.






	(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.




 


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	(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.




	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



 


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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.




	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.


 


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	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.




	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.


 


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	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.



 


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	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




 


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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 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.




 


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