Attached files

file filename
EX-3.3 - EXHIBIT 3.3 - VERINT SYSTEMS INCc93011exv3w3.htm
EX-4.2 - EXHIBIT 4.2 - VERINT SYSTEMS INCc93011exv4w2.htm
EX-10.9 - EXHIBIT 10.9 - VERINT SYSTEMS INCc93011exv10w9.htm
EX-10.4 - EXHIBIT 10.4 - VERINT SYSTEMS INCc93011exv10w4.htm
EX-10.5 - EXHIBIT 10.5 - VERINT SYSTEMS INCc93011exv10w5.htm
EX-10.11 - EXHIBIT 10.11 - VERINT SYSTEMS INCc93011exv10w11.htm
EX-10.16 - EXHIBIT 10.16 - VERINT SYSTEMS INCc93011exv10w16.htm
EX-10.20 - EXHIBIT 10.20 - VERINT SYSTEMS INCc93011exv10w20.htm
EX-10.33 - EXHIBIT 10.33 - VERINT SYSTEMS INCc93011exv10w33.htm
EX-32.2 - EXHIBIT 32.2 - VERINT SYSTEMS INCc93011exv32w2.htm
EX-31.2 - EXHIBIT 31.2 - VERINT SYSTEMS INCc93011exv31w2.htm
EX-21.1 - EXHIBIT 21.1 - VERINT SYSTEMS INCc93011exv21w1.htm
EX-32.1 - EXHIBIT 32.1 - VERINT SYSTEMS INCc93011exv32w1.htm
EX-31.1 - EXHIBIT 31.1 - VERINT SYSTEMS INCc93011exv31w1.htm
EX-10.37 - EXHIBIT 10.37 - VERINT SYSTEMS INCc93011exv10w37.htm
EX-10.38 - EXHIBIT 10.38 - VERINT SYSTEMS INCc93011exv10w38.htm
EX-10.34 - EXHIBIT 10.34 - VERINT SYSTEMS INCc93011exv10w34.htm
EX-10.25 - EXHIBIT 10.25 - VERINT SYSTEMS INCc93011exv10w25.htm
EX-10.39 - EXHIBIT 10.39 - VERINT SYSTEMS INCc93011exv10w39.htm
EX-10.43 - EXHIBIT 10.43 - VERINT SYSTEMS INCc93011exv10w43.htm
EX-10.42 - EXHIBIT 10.42 - VERINT SYSTEMS INCc93011exv10w42.htm
EX-10.23 - EXHIBIT 10.23 - VERINT SYSTEMS INCc93011exv10w23.htm
EX-10.21 - EXHIBIT 10.21 - VERINT SYSTEMS INCc93011exv10w21.htm
EX-10.36 - EXHIBIT 10.36 - VERINT SYSTEMS INCc93011exv10w36.htm
EX-10.40 - EXHIBIT 10.40 - VERINT SYSTEMS INCc93011exv10w40.htm
EX-10.35 - EXHIBIT 10.35 - VERINT SYSTEMS INCc93011exv10w35.htm
EX-10.22 - EXHIBIT 10.22 - VERINT SYSTEMS INCc93011exv10w22.htm
EX-10.24 - EXHIBIT 10.24 - VERINT SYSTEMS INCc93011exv10w24.htm
10-K - FORM 10-K - VERINT SYSTEMS INCc93011e10vk.htm
EX-10.8 - EXHIBIT 10.8 - VERINT SYSTEMS INCc93011exv10w8.htm
EX-10.41 - EXHIBIT 10.41 - VERINT SYSTEMS INCc93011exv10w41.htm
Exhibit 10.15
AMENDMENT NO. 3
TO THE
WITNESS SYSTEMS, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN
THIS AMENDMENT NO. 3 TO THE WITNESS SYSTEMS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN (this “Amendment”) is made effective as of the 6th day of December 2007, by Verint Systems Inc., a Delaware corporation (the “Company”).
WITNESSETH:
WHEREAS, the Company has acquired Witness Systems, Inc., and in connection therewith, has assumed the Witness Systems, Inc. Amended and Restated Stock Incentive Plan (as amended, the “Plan”); and
WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company to amend the Plan to provide for the award of restricted stock units;
WHEREAS, the Board of Directors of the Company has determined that this Amendment may be made without stockholder approval;
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the Plan is hereby amended as follows:
1. A new Section 7.5 is hereby added to the Plan as follows:
“7.5 Terms and Conditions of Restricted Stock Units.
A Restricted Stock Unit Award is an award which may be settled for shares of Common Stock. Such an award shall be subject to the following terms and conditions.
Restricted Stock Unit Awards shall be evidenced by Stock Incentive Agreements. Such agreements shall conform to the requirements of the Plan and may contain such other restrictions or provisions as the Board shall deem advisable.
Upon determination of the number of Restricted Stock Units to be awarded to a Participant, the Board shall direct that the same be credited to the Participant’s account on the books of the Company but the underlying shares of Common Stock shall be delivered only upon vesting of the Restricted Stock Units as provided herein. The Participant shall have no rights as a stockholder with respect to any shares underlying the Restricted Stock Units prior to issuance and delivery of the shares of Common Stock upon vesting of the Restricted Stock Units.

 

 


 

Amounts equal to any dividends declared with respect to the number of shares of Common Stock covered by a Restricted Stock Unit Award may or may not be paid to the Participant currently, or may or may not be deferred and deemed to be reinvested in additional Restricted Stock Units, or otherwise reinvested on such terms as are determined at the time of the grant of the Restricted Stock Unit Award by the Board, in its sole discretion, and specified in the Stock Incentive Agreement.
The Board may condition the grant of a Restricted Stock Unit Award or the vesting thereof upon the Participant’s achievement of one or more performance goal(s) specified in the Stock Incentive Agreement. If the Participant fails to achieve the specified performance goal(s), either the Board shall not grant the Restricted Stock Unit Award to such Participant or the Participant shall not vest into and/or shall forfeit the Restricted Stock Unit Award.
The Stock Incentive Agreement shall specify the vesting period and the performance, employment or other conditions (including the termination of a Participant’s service with the Company, whether due to death, disability, retirement or other cause) under which the Restricted Stock Unit Award may be forfeited to the Company. The vesting period shall be determined at the discretion of the Board. The Board shall have the power to permit, in its discretion, an acceleration of the vesting period with respect to any part or all of the Restricted Stock Unit Award.
The Board may require a cash payment from the Participant in an amount no greater than the aggregate Fair Market Value of the shares of Common Stock underlying the Restricted Stock Unit Award determined at the date of grant in exchange for the award or may grant the Restricted Stock Unit Award without the requirement of a cash payment.
All references in this Plan to “Restricted Stock Awards” other than in Section 7.4 shall be deemed to include Restricted Stock Unit Awards unless the context requires otherwise.”
2. Except as specifically amended by this Amendment, the Plan shall remain in full force and effect as prior to this Amendment.

 

- 2 -