Attached files
Exhibit 10.9
AMENDMENT NO. 2
TO THE
VERINT SYSTEMS INC.
STOCK INCENTIVE COMPENSATION PLAN
TO THE
VERINT SYSTEMS INC.
STOCK INCENTIVE COMPENSATION PLAN
THIS AMENDMENT NO. 2 TO THE VERINT SYSTEMS INC. STOCK INCENTIVE COMPENSATION PLAN is made
effective on the 4th day of March 2009 (the Amendment), by Verint Systems Inc., a
Delaware corporation (the Company).
WHEREAS, the Stock Option Committee of the Board of Directors of the Company has determined
that it is in the best interest of the Company to amend the Verint Systems Inc. Stock Incentive
Compensation Plan, originally adopted September 10, 1996, and most recently amended on December 12,
2002 and December 23, 2008 (as amended, the Plan) to provide for the award of restricted stock
units;
WHEREAS, the Stock Option Committee of the Board of Directors of the Company has determined
that this Amendment may be made without stockholder approval;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. A new Section 9A is added to the Plan:
9A. Restricted Stock Units.
An Award of Restricted Stock Units is a grant by the Company of a specified number of units
which may be settled for shares of Common Stock, which units are subject to vesting. Such an Award
shall be subject to the following terms and conditions:
A. Restricted Stock Units shall be evidenced by Restricted Stock Unit agreements. Such
agreements shall conform to the requirements of the Plan and may contain such other provisions as
the Committee shall deem advisable.
B. Upon determination of the number of Restricted Stock Units to be awarded to a Participant,
the Committee shall direct that the same be credited to the Participants 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.
C. 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 Committee, in its sole discretion, and specified in the award agreement.
D. The Committee may condition the grant of a Restricted Stock Unit Award or the vesting
thereof upon the Participants achievement of one or more performance goal(s) specified
in the award agreement. If the Participant fails to achieve the specified performance
goal(s), either the Committee 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.
E. The Stock Incentive Agreement shall specify the vesting period and the performance,
employment or other conditions (including the termination of a Participants 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 Committee. The Committee 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.
2. The defined term Award shall include Restricted Stock Units.
Except as specifically amended by this Amendment, the Plan shall remain in full force and effect in
accordance with its terms.
- 2 -