Attached files
file | filename |
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S-1 - FORM S-1 - VERINT SYSTEMS INC | y86334sv1.htm |
EX-23.1 - EX-23.1 - VERINT SYSTEMS INC | y86334exv23w1.htm |
EX-24.2 - EX-24.2 - VERINT SYSTEMS INC | y86334exv24w2.htm |
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and/or officers of Verint Systems
Inc., a Delaware corporation (the Company), hereby (1) constitutes and appoints Peter Fante and
Douglas E. Robinson, or any of them, his or her true and lawful attorney or attorneys-in-fact, with
full power of substitution and resubstitution to (a) sign and file on his or her behalf and in his
or her name, place and stead in any and all capacities (i) a Registration Statement on Form S-1
(the Registration Statement) with respect to the registration under the Securities Act of 1933,
as amended, of shares of the Companys Common Stock, par value $0.001 per share, for reoffer and
resale by the selling stockholders named therein; (ii) any and all amendments, including
post-effective amendments, and exhibits to the Registration Statement and (iii) any and all
applications or other documents to be filed with the Securities and Exchange Commission or any
state securities commission or other regulatory authority with respect to the securities covered by
the Registration Statement, and (b) do and perform any and all other acts and deeds whatsoever that
may be necessary or required in connection with the foregoing, and (2) ratifies and approves any
and all actions that may be taken pursuant hereto by any of the above-named agents and
attorneys-in-fact or their substitutes.
This Power of Attorney may be executed in counterparts and all such duly executed counterparts
shall together constitute the same instrument. Except as otherwise specifically provided herein,
the power of attorney granted herein shall not in any manner revoke in whole or in part any power
of attorney that each of the undersigned has previously executed. This power of attorney shall not
be revoked by any subsequent power of attorney any of the undersigned may execute, unless such
subsequent power specifically refers to this power of attorney or specifically states that the
instrument is intended to revoke all prior general powers of attorney or all prior powers of
attorney.
The CAUTION TO THE PRINCIPAL and IMPORTANT INFORMATION FOR THE AGENT statements below are
required under the New York General Obligations Law. Notwithstanding anything to the contrary
contained therein, this Power of Attorney is limited to the powers granted as described above and
DOES NOT grant the attorneys-in-fact and agents the authority to spend the undersigneds money or
sell or dispose of the undersigneds property.
CAUTION TO THE PRINCIPAL:
Your Power of Attorney is an important document. As the principal, you give the person whom you
choose (your agent) powers to spend your money and sell or dispose of your property during your
lifetime without telling you. You do not lose your authority to act even though you have given
your agent similar powers. When your agent exercises these powers, he or she must act according to
any instructions you have provided, or, where there are no specific instructions, in your best
interest. Important Information for the Agent near the end of this document describes your
agents responsibilities. Your agent can act on your behalf only after signing the Power of
Attorney before a notary public. You can request information from your agent at any time. You can
revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound
mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your
agent cannot make health care decisions for you. You may execute a Health Care Proxy to do this.
The law governing Powers of Attorney is contained in
the New York General Obligations Law, Article 5, Title 15. This law is available at a law library,
or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or
www.assembly.state.ny.us. If there is anything about this document that you do not understand, you
should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT:
When you accept the authority granted under this power of attorney, a special legal relationship is
created between you and the principal. This relationship imposes on you legal responsibilities
that continue until you resign or the power of attorney is terminated or revoked. You must: (1)
act according to any instructions from the principal, or, where there are no instructions, in the
principals best interest; (2) avoid conflicts that would impair your ability to act in the
principals best interest; (3) keep the principals property separate and distinct from any assets
you own or control, unless otherwise permitted by law; (4) keep a record of all receipts, payments,
and transactions conducted for the principal; and (5) disclose your identity as an agent whenever
you act for the principal by writing or printing the principals name and signing your own name as
agent in the following manner: (Principals Name) by (Your Signature) as Agent.
You may not use the principals assets to benefit yourself or give gifts to yourself or anyone else
unless there is a Statutory Major Gifts Rider attached to this Power of Attorney that specifically
gives you that authority. If you have that authority, you must act according to any instructions
of the principal, or, where there are no such instructions, in the principals best interest. You
may resign by giving written notice to the principal and to any co-agent, successor agent, monitor
if one has been named in this document, or the principals guardian if one has been appointed. If
there is anything about this document or your responsibilities that you do not understand, you
should seek legal advice.
The meaning of the authority given to you is defined in New Yorks General Obligations Law, Article
5, Title 15. If it is found that you have violated the law or acted outside the authority granted
to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 10th
day of August, 2010.
/s/ Dan Bodner
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Dan Bodner, Chief Executive Officer | ||||
and President; Director of Verint Systems Inc. |
State of New York)
County of Suffolk) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Dan Bodner, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Patricia C Amend
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Signature and Office of individual taking acknowledgment |
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 10th
day of August, 2010.
/s/ Douglas E. Robinson
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Douglas E. Robinson, Chief Financial Officer | ||||
of Verint Systems Inc. |
State of New York)
County of Suffolk) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Douglas E. Robinson,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he executed the same
in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Patricia C Amend
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Signature and Office of individual taking acknowledgment |
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 10th
day of August, 2010.
/s/ Paul D. Baker
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Paul D. Baker, Director of Verint Systems Inc. |
State of New York)
County of Suffolk) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Paul D. Baker, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name
is subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ David Abramowicz
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Signature and Office of individual taking acknowledgment |
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 10th
day of August, 2010.
/s/ John Bunyan
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John Bunyan, Director of Verint Systems Inc. |
State of New York)
County of New York) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared John Bunyan, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Gordon P. Flayter
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Signature and Office of individual taking acknowledgment |
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 10th
day of August, 2010.
/s/ Shefali Shah
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Shefali Shah, Director of Verint Systems Inc. |
State of New York)
County of New York) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Shefali Shah, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name
is subscribed to the within instrument and acknowledged to me that she executed the same in her
capacity, and that by her signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Gordon P. Flayter
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Signature and Office of individual taking acknowledgment |
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 10th
day of August, 2010.
/s/ Stephen M. Swad
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Stephen M. Swad, Director of Verint Systems Inc. |
State of New York)
County of New York) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Stephen M. Swad, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name
is subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Gordon P. Flayter
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Signature and Office of individual taking acknowledgment |
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of Attorney as of this 10th
day of August, 2010.
/s/ Lauren Wright
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Lauren Wright, Director of Verint Systems Inc. |
State of New York)
County of New York) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Lauren Wright, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name
is subscribed to the within instrument and acknowledged to me that she executed the same in her
capacity, and that by her signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Gordon P. Flayter
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Signature and Office of individual taking acknowledgment |
I, Peter Fante, have read the foregoing Power of Attorney. I am a person identified therein as an
agent for the principals named therein. I acknowledge my legal responsibilities to the principals.
Agent signs here: ==> /s/ Peter Fante
State of New York)
County of Suffolk) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Peter Fante, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed the instrument.
/s/ Patricia C Amend
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Signature and Office of individual taking acknowledgment |
I, Douglas E. Robinson, have read the foregoing Power of Attorney. I am a person identified
therein as an agent for the principals named therein. I acknowledge my legal responsibilities to
the principals.
Agent signs here: ==> /s/ Douglas E. Robinson
State of New York)
County of Suffolk) ss.:
On the 10th day of August, 2010, the undersigned, personally appeared Douglas E. Robinson,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that he executed the same
in his capacity, and that by his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Patricia C Amend
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Signature and Office of individual taking acknowledgment |