Nice Ltd. — Annual Report 2010

Mar 31, 2011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 20-F

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-27466

NICE-SYSTEMS LTD.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Israel

(Jurisdiction of incorporation or organization)

8 Hapnina Street, P.O. Box 690, Ra'anana 43107, Israel

(Address of principal executive offices)

Dafna Gruber, +972-9-7753151, dafna.gruber@nice.com, 8 Hapnina Street, P.O.Box 690, Ra'anana 43107, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class American Depositary Shares, each representing one Ordinary Share, par value one New Israeli Shekel per share

Name of Each Exchange On Which Registered NASDAQ Global Select Market Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 63,390,508 Ordinary Shares, par value NIS 1.00 Per Share (which includes 6,027 restricted shares and excludes 13,012 treasury shares)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

þ Yes o No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

þ Yes o No

o Yes o No

o Yes þ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such reports).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

þ U.S. GAAP

o International Financial Reporting Standards as issued by the International Accounting Standards Board

o Other

If "Other" has been checked in response to the previous question indicate by check mark which financial statements the registrant has elected to follow:

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes þ No

• ii -

PRELIMINARY NOTE

This annual report contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to NICE's business, financial condition and results of operations. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "should," "strategy," "continue," "goal" and "target" and similar expressions, as they relate to NICE or its management, are intended to identify forward-looking statements. Such statements reflect the current views and assumptions of NICE with respect to future events and are subject to risks and uncertainties. The forward-looking statements relate to, among other things: operating results; anticipated cash flows; gross margins; adequacy of resources to fund operations; our ability to maintain our average selling prices despite the aggressive marketing and pricing strategies of our competitors; our ability to maintain and develop profitable relationships with our key distribution channels; the financial strength of our key distribution channels; and the market's acceptance of our technologies, products and solutions.

In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements. Many factors could cause the actual results, performance or achievements of NICE to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, competition with existing or new competitors, changes in general economic and business conditions, continued disruption in credit markets, rapidly changing technology, changes in currency exchange rates and interest rates, difficulties or delays in absorbing and integrating acquired operations, products, technologies and personnel, changes in business strategy and various other factors, both referenced and not referenced in this annual report. These risks are more fully described under Item 3, "Key Information – Risk Factors" of this annual report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, intended, planned or projected. NICE does not intend or assume any obligation to update these forward-looking statements. Investors should bear this in mind as they consider forward-looking statements and whether to invest or remain invested in NICE-Systems Ltd.'s securities.

In this annual report, all references to "NICE," "we," "us" or "our" are to NICE-Systems Ltd., a company organized under the laws of the State of Israel, and its wholly owned subsidiaries. For a list of our significant subsidiaries, please refer to page 50 of this annual report.

In this annual report, unless otherwise specified or unless the context otherwise requires, all references to "$" or "dollars" are to U.S. Dollars, all references to "EUR" are to Euros, all references to "GBP" are to British Pounds, all references to "CHF" are to Swiss Francs and all references to "NIS" are to New Israeli Shekels. Except as otherwise indicated, the financial statements of and information regarding NICE are presented in U.S. dollars.

• iii -

TABLE OF CONTENTS

			Page
		PART I
Item 1.	Identity of Directors, Senior Management and Advisers		1
Item 2.	Offer Statistics and Expected Timetable		1
Item 3.	Key Information		1
Item 4.	Information on the Company		25
	Item 4A Unresolved Staff Comments		52
Item 5.	Operating and Financial Review and Prospects		52
Item 6.	Directors, Senior Management and Employees		74
Item 7.	Major Shareholders and Related Party Transactions		94
Item 8.	Financial Information		95
Item 9.	The Offer and Listing		99
Item 10.	Additional Information		102
Item 11.	Quantitative and Qualitative Disclosures About Market Risk		125
Item 12.	Description of Securities Other than Equity Securities		127
		PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		128
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		128
Item 15.	Controls and Procedures		128
	Item 16A. Audit Committee Financial Expert.		129
	Item 16B. Code of Ethics		129
	Item 16C. Principal Accountant Fees and Services		130
	Item 16D. Exemptions from the Listing Standards for Audit Committees		131
	Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers		131
	Item 16F. Change in Registrant's Certifying Accountant		131
	Item 16G. Corporate Governance		131
		PART III
Item 17.	Financial Statements		131
Item 18.	Financial Statements		131
Item 19.	Exhibits		132
	Index to Financial Statements		F-1

• iv -

PART I

Item 1. Identity of Directors, Senior Management and Advisers.

Not Applicable.

Item 2. Offer Statistics and Expected Timetable.

Not Applicable.

Item 3. Key Information.

Selected Financial Data

The following selected consolidated balance sheets data as of December 31, 2009 and 2010 and the selected consolidated statements of income data for years ended December 31, 2008, 2009 and 2010 have been derived from our audited Consolidated Financial Statements. These financial statements have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and audited by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global. The selected consolidated statement of income data as of December 31, 2006, and 2007 and the selected consolidated balance sheet data for the years ended December 31, 2006, 2007 and 2008 have been derived from other Consolidated Financial Statements not included in this annual report and have also been prepared in accordance with U.S. GAAP and audited by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global. The selected consolidated financial data set forth below should be read in conjunction with and are qualified by reference to Item 5, "Operating and Financial Review and Prospects" and the Consolidated Financial Statements and notes thereto and other financial information included elsewhere in this annual report.

			Year Ended December 31,
	2006	2007	2008	2009	2010
			(U.S. dollars in thousands, except per share data)
OPERATING DATA:
Revenues
Products	$261,098	$316,888	$351,680	$281,783	$325, 429
Services	148,546	200,486	272,482	301,332	364,022
Total revenues	409,644	517,374	624,162	583,115	689,451
Cost of revenues
Products	84,675	89,373	95,861	88,030	107,190
Services	89,539	116,969	142,885	149,175	161,885
Total cost of revenues	174,214	206,342	238,746	237,205	269,075
Gross profit	235,430	311,032	385,416	345,910	420,376
Operating expenses:
Research and development, net	44,880	59,632	78,445	77,382	97,083
Selling and marketing	95,190	120,592	147,879	141,526	178,407
General and administrative	60,463	85,089	97,378	72,791	76,345
Amortization of acquired intangible assets	4,918	9,175	14,493	16,012	19,489
In process research and development write-off	12,882	3,710	-	-	-
Settlement and related expenses	-	-	9,870	-	-
Total operating expenses	218,333	278,198	348,065	307,711	371,324
Operating income	17,097	32,834	37,351	38,199	49,052
Financial income, net	13,272	14,824	11,289	7,712	9,135
Other income (expenses), net	623	(24)	(53)	(115)	(154)
Income before taxes on income	30,992	47,634	48,587	45,796	58,033
Taxes on income	8,591	10,254	9,480	3,040	9,326
Net income	22,401	37,380	39,107	42,756	48,707
Basic earnings per share	$0.45	$0.69	$0.65	$0.70	$0.78
Weighted average number of shares used in computing basic earnings
per share (in thousands)	49,572	53,921	60,088	61,395	62,652
Diluted earnings per share	$0.43	$0.67	$0.64	$0.68	$0.76
Weighted average number of shares used in computing diluted earnings
per share (in thousands)	52,002	55,926	61,268	62,490	64,132
			At December 31,
	2006	2007	2008	2009	2010
BALANCE SHEET DATA:
Working capital	$111,800	$152,883	$217,511	$184,460	$173,909
Total assets	784,344	1,192,334	1, 283,015	1,399,677	1,534,418
Shareholders' equity	569,574	903,794	970,822	1,062,754	1,160,760

General Business Risks Relating to Our Business and Market

The markets in which we operate are highly competitive and we may be unable to compete successfully.

The markets for our products, solutions and related services are, in general, highly competitive. Some of our principal competitors or potential competitors may have advantages over us, including greater resources, a broader portfolio of products, applications and services, larger patent and intellectual property portfolios and access to larger customer bases, which would enable them to adapt better to new or emerging technologies or customer requirements, or devote more resources to the marketing and sale of their products and services. Additionally, continued price reductions by some of our competitors, particularly at times of economic difficulty, may result in our loss of sales or require that we reduce our prices in order to compete, which would adversely affect our revenues, gross margins and results of operations.

New potential entrants to the Enterprise sector may lead to the widespread availability and standardization of some of the products and services, which could result in the commoditization of our products and services, reduce the demand for our products and services and drive us to lower our prices. System integrators may decide to enter our market space and compete with us by offering comprehensive solutions, which may result in a substantial decline in our sales. Moreover, major enterprise software vendors may decide to enter our market space, either by internal development or through acquisition of any of our existing competitors. Such competition could have a material adverse effect on our business, financial condition or results of operations.

We are expanding the product offering of our Enterprise Customer Interactions business. The market for such applications is constantly growing, however it is still immature. Successful positioning of our products in this market is a critical factor in our ability to maintain growth. Furthermore, new potential entrants from the traditional enterprise business intelligence and business analytics sector, in addition to Customer Relationship Management (or CRM), and infrastructure players (mostly telephony or switch vendors), may develop recording and content analysis capabilities and compete with us in this emerging opportunity. As a result, we expect to continue making significant expenditures on research and development and marketing. We cannot ensure that the market awareness or demand for our new products or applications will grow as rapidly as we expect, or that the introduction of new products or technological developments by others will not adversely impact the demand for our products.

In addition, the transition of contact centers and trading floors to VoIP platforms is continuing, and may allow one or more of our competitors to take a leadership position with respect to this technology. Strategic partners may change their vendor preference as a result or may develop embedded VoIP recording as part of the VoIP switch or networking infrastructure. Successful marketing of our products and services to our customers and partners will be critical to our ability to maintain growth. We cannot assure you that our products or existing partnerships will permit us to compete successfully.

The Financial Crime and Compliance market has emerged only in recent years and is highly competitive and fragmented. Our software solutions in this field compete with software developed internally by potential clients as well as software and other solutions offered by competitors.

The market for digital video products and applications (or Video Platforms and Applications), is highly competitive and fragmented and includes products offering a broad range of features and capacities. Consolidation through mergers among our competitors in this market could substantially influence our competitive position. Our competitors include a number of large, established manufacturers of video recording systems and distributors of similar products, as well as newly emerging competitors. The price per channel of digital recording systems has decreased throughout the market in recent years, primarily due to competitive pressures. We cannot assure you that the price per channel of digital recording systems will not continue to decrease or that our gross profit will not decrease as a result. Moreover, our Video Platforms and Applications business may not experience the same growth rate as the entire company's growth rate, which might have a material adverse effect on our earnings.

The success of the Public Safety part of our business depends on our ability to develop an effective network of distributors, while facing pricing pressures and low barriers to entry. We face significant competition from other well-established competitors. Prices have decreased throughout the market in recent years, primarily due to competitive pressures. We cannot assure you that prices will not continue to decrease or that our gross profit will not decrease as a result. We believe that our ability to sell and distribute our recording platforms and applications in the public safety market depends on the success of our marketing, distribution and product development initiatives. We cannot assure you that we will be successful in these initiatives.

With respect to our Intelligence solutions, we may face increasing competition in all aspects of this business, which may result in price reductions. In addition, we may encounter strong competition from alliances formed among our competitors, in an attempt to strengthen their offering. We cannot assure you that our products and services or alliances will permit us to compete successfully.

Conditions and changes in the local and global economic environments may adversely affect our business and financial results.

Adverse economic conditions in markets in which we operate can harm our business. Global financial conditions during the past few years have been characterized by increased volatility and several financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities. These economic factors lead to decreased credit availability, as well as declines in economic growth and employment levels in almost all sectors. Partly as a result of the recession, entire industries faced, and may in the future face, extreme contraction and even the prospect of collapse. These financial conditions may still exist in certain jurisdictions and may expand with a much broader impact. Among these uncertainties are the financial conditions of certain governments in Europe, which may have an impact on the entire Euro zone. Other jurisdictions may include Japan as well as other countries that have not yet recovered from the recession.

To the extent that our business suffers as a result of such unfavorable economic and market conditions, our operating results may be materially adversely affected. In particular, enterprises may continue to reduce spending in connection with their contact centers. Financial institutions may also continue to reduce spending in relation to trading floors and operational risk management. IT-related capital expenditures are typically cyclical, with generally higher budgets in times of improving economic conditions and lower budgets in times of economic slowdowns. In addition, enterprises' ordering and payment patterns are influenced by market conditions and could cause fluctuations in our quarterly results. Moreover, our clients may, due to imminent regulatory or operational deadlines or objectives or for other reasons, prioritize other expenditures over the solutions that we offer.

Continued disruption in the credit markets and any other disruption to the global economy could, therefore, have a number of follow-on effects on our business, including a possible: (i) slow-down in our business, resulting from lower customer expenditure, inability of customers to pay for products and services, insolvency of customers or insolvency of key partners, (ii) negative impact on our liquidity, financial condition and share price, which may impact our ability to raise capital in the market, obtain financing and other sources of funding in the future on terms favorable to us, and (iii) decrease in asset values that are deemed to be other than temporary, which may result in impairment losses.

If increased levels of volatility and market instability and disruption were to continue, it may materially adversely affect our results of operations and may increase the difficulty for us to accurately forecast and plan our future business.

The markets in which we operate are characterized by rapid technological changes and frequent new products and service introductions.

We operate in several markets, each characterized by rapidly changing technology, new product introductions and evolving industry standards. The introduction of products embodying new technology and the emergence of new industry standards might exert price pressures on existing products or render them obsolete. Existing and potential competitors might introduce new and enhanced products that could adversely affect the competitive position of our products. Our most significant market is the market for Customer Interaction applications. Customer Interaction applications are utilized by the enterprise sector, which includes entities operating contact centers, trading floors, branches, home agents or back offices, and by the security sector, which includes homeland security and first responders and transportation organizations, to capture, store, retrieve and analyze recorded data. The market for our Customer Interaction applications is, in particular, dominated by a group of highly competitive vendors that are introducing rapidly changing competitive offerings around evolving industry standards.

We believe that our ability to anticipate changes in technology and industry standards and to successfully develop and introduce new, enhanced and competitive products, on a timely basis, in all the markets in which we operate, is a critical factor in our ability to grow our business. As a result, we expect to continue to make significant expenditures on research and development, particularly with respect to new software applications, which are continuously required in all our business areas. The convergence of voice and data networks and wired and wireless communications could require substantial modification and customization of our current cross-channel products, as well as the introduction of new multi-channel products. Further, customer acceptance of these new technologies may be slower than we anticipate. We cannot assure that the market or demand for our products and solutions will sustain or grow as rapidly as we expect, if at all, that we will successfully develop new products or introduce new applications for existing products, that such new products and applications will achieve market acceptance or that the introduction of new products or technological developments by others will not render our products obsolete. In addition, our products must readily integrate with major third party security, telephone, front-office and back-office systems. Any changes to these third party systems could require us to redesign our products, and any such redesign might not be possible on a timely basis or achieve market acceptance. Our inability to develop products that are competitive in technology and price and responsive to customer needs could have a material adverse effect on our business, financial condition and results of operations. Additional factors that could have a material adverse effect on our business, financial condition and results of operations include industry specific factors; our ability to continuously develop, introduce and deliver commercially viable products, solutions and technologies; the market's rate of acceptance of the product solutions and technologies we offer; and our ability to keep pace with market and technology changes and to compete successfully.

Our failure to adequately adapt to IT industry trends and customers consolidation could negatively impact our future operating results.

Technological trends, such as the evaluation of virtualization technologies, the need for IT efficiency (converting IT costs from capital expenses to operating expenses) and the increased demand for business agility are all contributing to the move of cloud computing into the mainstream.

If enterprise customers embrace cloud computing, it will change the way they source business solutions, preferring hosted and cloud-based Software-as-a-Service (or SaaS). Although we are adapting and evolving our delivery options to include on-premise, hosted, cloud-based SaaS, or blended-hybrid deployment offerings, we may not be able to timtely and adequately meet customer needs, which could have an adverse affect on our business, financial condition and results of operations. In addition, cloud computing could make it easier for new competitors (such as telecom carriers) to enter our markets due to the lower up-front technology costs.

In addition, the economic climate has forced many organizations to reassess their contact center solutions' infrastructure. For the contact center, the enterprise and the remote and mobile workforce, an all-in-one contact center platform may be a preferred alternative to a multi-point system, as it may result in a reduction in the Total Cost of Ownership (TCO) and the enablement of new cross systems business processes. Although we may benefit from this trend, at the same time, we are observing that there are infrastructure players, for the most part, telephony or switch vendors, that are potentially looking to introduce a "contact center in a box" type of solution that will include features and functionality on top of the legacy Work Force Optimization (WFO) capabilities that we and other WFO vendors support. With the emergence of this trend, and in the event that we are not able to create an integrated experience for our customers in the form of an integrated suite, we may be faced with a new type of competition, which could have a material adverse effect on our business, financial condition or results of operations.

Furthermore, some of our enterprise customers have increased in size, partly due to consolidation in the financial market. If our technology is not scalable enough to support these changes, it may have a material adverse affect on our business, financial condition and results of operation.

Our inability to develop or maintain relationships with existing and new distribution channels and key strategic partners, may materially adversely affect our financial results.

We have agreements in place with many distributors, dealers and resellers to market and sell our products and services in addition to our direct sales force. Our financial results could be materially adversely affected if our contracts with distribution channels or our other partners were terminated, if our relationship with our distribution channels or our other partners were to deteriorate or if the financial condition of our distribution channels or our other partners were to weaken. Moreover, our current distribution channels or our strategic partners may decide to enter into our markets in competition with us, which will likely result in the termination of our relationship and may lead to a significant reduction in sales through related channels.

A portion of our strategic partners are suppliers of telecommunication infrastructure equipment. If our competitors are able to penetrate our strategic relationships or if our strategic partners decide to end the relationship and expand their product offering to compete with us, this may result in a significant reduction of sales made by such strategic partners, as well as to customers who use such partners' infrastructure or work in their environment.

We believe that developing partnerships and strategic alliances is an important factor in our success in marketing our products. In some markets we have only recently started to develop a number of partnerships and strategic alliances. We cannot assure you that we will be able to develop such partnerships or strategic alliances on terms that are favorable to us, if at all. Failure to develop such arrangements that are satisfactory to us may limit our ability to successfully market and sell products and may have a negative impact on our business and results of operations.

As our market opportunities change, our reliance on particular distribution channels or strategic partners may increase, which may negatively impact our gross margins. There can be no assurance that we will be successful in maintaining or expanding these channels or partnerships. If we are not successful, we may lose sales opportunities, customers and market share. In addition, some of our distribution channels or our strategic partners have developed and marketed IP-based products, software applications and storage products and services in competition with us and there can be no assurance that our distribution channels or our strategic partners will not further develop or market such products and services in the future.

Risks associated with the future plans of our largest global distribution channel may materially adversely affect our financial results.

Avaya, our largest global distribution channel, and one of the leading global providers of enterprise business communication platforms, and a leading provider of infrastructure for contact center operations, accounted for approximately 13% of our revenues in 2008 and less than 10% of our revenues in 2009 and 2010. We continue to see a decline in the volume of business with Avaya during 2011. Avaya has made changes in its business model over the last couple of years, including: (i) the release of an Avaya-branded Work Force Optimization suite, which is based on its relationship with our largest competitor, and (ii) the shifting of its business model to a channel centric distribution model with a focus on indirect sales through Avaya's business partners. While we are constantly shifiting to a direct sales model and expanding our relationships with other distribution channels, including with certain of Avaya's distribution business partners, we may be unsuccessful in our direct sales efforts and in maintaining or expanding our relationship with such partners.

Currently, Avaya continues to also sell and support NICE products. However, it may focus on selling the Avaya-branded suite, and may change the scope and nature of its relationship with us or terminate it. In addition, Avaya may further its direct competition with us by offering recording as a standard functionality in the telephony infrastructure systems (recording at the switch), which may have a substantial negative impact on our relationship with Avaya.

These changes may result in a significant reduction of our sales made through Avaya. Furthermore, we also sell our products, either directly or through our other distribution channels, to customers who use Avaya's infrastructure or operate in Avaya's environment, and therefore may experience a reduction in sales to these customers, which is broader than Avaya's direct business with us.

We depend on a small number of significant customers.

While we do not have a single customer that we regularly depend on, we do have a small number of significant customers in each sector of our business, each of which could be material to a particular area of our business. The deferral or loss of a sale to such a customer could have a material adverse affect on our business and operating results.

We face risks relating to large projects.

Some of the customer projects for which we offer our security products, solutions and related services are growing in size, especially city center protection projects. The larger and more complex such projects are, the greater the risks associated with such projects. These risks may include our exposure to penalties and liabilities resulting from a breach of contract, our ability to fully integrate our products with third party products, a combination of various technologies and complex environments. In some of these projects we are highly depended upon prime-contractors, subcontractors for various planning aspects, solution development, integration, delivery and the successful and timely completion of such projects. Also, we may be held liable for the failure of our subcontractors, from whom we may have no recourse. In addition, there may be more fluctuations in cash collection and revenue recognition with respect to such projects.

In order to successfully compete in all sectors of our business, including security projects awarded through a competitive bid, we may be required to commit to provide certain technologies and solutions which are under development or which we may have to develop, license from a third party, or acquire, specifically for that customer. This may result in technological difficulties that may prevent us from complying with our contractual obligations, exposing us to possible penalties and legal claims, and may affect the profitability of a project, which may have a negative impact on our business, financial condition and results of operations.

We face risks relating to government and contracts with governments and governmental entities.

We sell our products and solutions to, among other customers, governments and governmental entities. Due to financial conditions, governments may significantly reduce or terminate projects, even if already budgeted, or decide to change priorities and reallocate budgets. In addition, sales to governments and governmental entities are subject to special risks, such as delays in funding, termination of contracts or sub-contracts at the convenience of the government, termination, reduction or modification of contracts or sub-contracts in the event of changes in the government's policies or as a result of budgetary constraints, collection difficulties and increased or unexpected costs resulting in losses or reduced profits under fixed price contracts. Such occurrences have happened in the past and we cannot assure you that we will not experience problems in the future in our performance of such government contracts.

Operating globally exposes us to additional and unpredictable risks.

We sell our products and solutions throughout the world and intend to continue to increase our penetration of international markets. In 2008, 2009 and 2010, approximately 98% of our total sales were derived from sales to customers outside of Israel. Our future results could be materially adversely affected by a variety of factors relating to international transactions, including changes in exchange rates, general economic conditions, regulatory requirements, tax structures or changes in tax laws or practices, and longer payment cycles in the countries in our geographic areas of operations. International sales and operations may be limited or disrupted by the imposition of governmental controls and regulations, export license requirements, political instability, trade restrictions, changes in tariffs and difficulties in managing international operations. We cannot assure you that one or more of these factors will not have a material adverse effect on our international operations and, consequently, on our business, financial condition and results of operations.

9

Our business could be materially adversely affected as a result of the risks associated with acquisitions and investments. In particular, we may not succeed in making additional acquisitions or be effective in integrating such acquisitions.

As part of our growth strategy, we have made a number of acquisitions over the past few years, including a total of six acquisitions in 2009 and 2010 (see Item 5, "Operating and Financial Review and Prospects—Recent Acquisitions" in this annual report), and expect to continue to make acquisitions. We frequently evaluate the tactical or strategic opportunity available related to complementary businesses, products or technologies. The process of integrating an acquired company's business into our operations and/or of investing in new technologies, may result in unforeseen operating difficulties and large expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business, and which may result in the loss of key customers and/or personnel and expose us to unanticipated liabilities.

Other risks commonly encountered with acquisitions include the effect of the acquisition on our financial and strategic position, the inability to successfully integrate or commercialize acquired technologies and achieve expected synergies or economies of scale on a timely basis and the potential impairment of acquired assets. Further, we may not be able to retain the key employees that may be necessary to operate the business we acquire, and, we may not be able to timely attract new skilled employees and management to replace them. From time to time, we may also need to acquire complementary technologies, whether to execute our strategies or in order to comply with customer needs. There are no assurances that we will be able to acquire or successfully integrate an acquired company, business or technology, or successfully leverage such complementary technology in the market.

Moreover, there can be no assurance that the anticipated benefits of any acquisition or investment will be realized. Future acquisitions or investments could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, and amortization expenses related to intangible assets, any of which could have a material adverse effect on our operating results and financial condition. There can be no assurance that we will be successful in making additional acquisitions or effective in integrating such acquisitions into our existing business. We may also compete with others to acquire companies, and such competition may result in decreased availability of, or increased prices for, suitable acquisition candidates. In addition, for possible commercial and economic considerations, we may not be able to consummate acquisitions that we have identified as crucial to the implementation of our strategy. We may not be able to obtain the necessary regulatory approvals, including those of competition authorities and foreign investment authorities, in countries where we seek to consummate acquisitions. For those and other reasons, we may ultimately fail to consummate an acquisition, even if we announce that we plan to acquire a company.

In addition, if we consummate one or more significant acquisitions in which the consideration consists, in whole or in part, of ordinary shares or American Depositary Shares (ADSs), representing our ordinary shares, shareholders would suffer dilution of their interests in us. We have also invested in companies which can still be considered in the start-up or development stages. These investments are inherently risky as the market for the technologies or products they have under development are typically in the early stages and may never materialize. We could lose our entire initial investment in these companies. Due to changes in the industry and market conditions, we could also be required to realign our resources and consider restructuring or other action, which could result in an impairment of goodwill.

We have expanded into new markets and may not be able to manage our expansion and anticipated growth effectively.

Over the last few years we have established a sales management and service infrastructure worldwide. In Asia and the Pacific (the APAC region), we recruited sales management and service personnel in order to bring about further growth in revenue in the APAC market and expanded our professional services group to include business consultants. Also, in the last couple of years, we have been expanding our presence in Europe and in the Middle East and Africa (the EMEA region) through organic growth and through acquisitions. We have also expanded our presence in the South American region and recruited sales management and service personnel in order to bring about more growth in this region. We may establish additional operations within these regions or in other regions where growth opportunities are projected. However, we cannot assure you that our revenues will increase as a result of this expansion or that we will be able to recover the expenses we incurred in effecting the expansion. In addition, our expansion into markets that may be adversely affected by political or economic instability, major hostilities or acts of terrorism, could contribute to an increase in our operational expenses. Our failure to effectively manage our expansion of our sales, marketing, service and support organizations could have a negative impact on our business. To accommodate our global expansion, we are continuously implementing new or expanded business systems, procedures and controls. There can be no assurance that the implementation of such systems, procedures, controls and other internal systems can be completed successfully.

We may not be able to sustain the same level of growth.

We have experienced significant growth in certain areas of our business, which we consider to be our growth engines, such as our Financial Crime and Compliance business. We cannot assure you that we will be able to scale those businesses in order to sustain the same level of growth in future years. The failure to successfully implement our growth strategy could affect our ability to sustain the same level of growth and could materially adversely affect our results of operations.

Our evolving business strategy could adversely affect our business.

Historically we have supplied the hardware and some software for implementing multimedia recording solutions. Our shift towards providing value-added solutions and an enterprise software business model has required and will continue to require substantial change, potentially resulting in some disruption to our business. These changes may include expanded or differing competition resulting from the change in our offering.

The changes in our business may place a significant strain on our operational and financial resources. We may experience substantial disruption from changes and could incur significant expenses and write-offs. Failing to carefully manage expense and inventory levels consistent with product demand and to carefully manage accounts receivable to limit credit risk, could materially adversely affect our results of operations.

We depend on the success of our recording solutions.

Our recording solutions are based on a computer telephony integrated multi-channel voice recording and retrieval system. We are dependent on the success of our recording solutions to maintain profitability. Our recording solutions currently generate, and in recent years have generated, more than half of our product revenues, and we will continue to be dependent on the sales of our recording solutions in the next several years. However, there can be no assurance that the recording market will continue to grow. Also, switch manufacturers, such as Avaya and Cisco, have announced their intent to offer recording at the switch, which could result in a significant decline in sales of our recording solutions, which could also result in a decline in sales of related applications, or a significant decrease in the profit margin on such solutions, that could have a material adverse effect on our business, financial condition or results of operations.

In addition, the trend of customers of enterprises moving from voice to other means of communication with the enterprise (such as e-mail, instant messaging and chat), may result in a reduction in the demand for our voice recording platform and applications. Furthermore, if such trend continues, our customers may cease to record voice and switch to recording other means of communication. This may have a material adverse affect on our business, financial condition or results of operations.

If the pace of spending by the U.S. Department of Homeland Security and other government and security organizations slows, our security business may be adversely affected, perhaps materially.

The market for our security solutions is highly dependent on the spending cycle and spending scope of the U.S. Department of Homeland Security, as well as local, state and municipal governments and security organizations in international markets. We cannot be sure that the spending cycle will materialize as we expect and that we will be positioned to benefit from the potential opportunities.

We face foreign exchange currency risks.

We are impacted by exchange rate fluctuations. We are likely to face risks from fluctuations in the value of the NIS, EUR, GBP, CAD, AUD and other currencies compared to the dollar, the functional currency in our financial statements. A significant portion of the expenses associated with our Israeli operations, including personnel and facilities related expenses, are incurred in NIS, whereas most of our business and revenues are generated in dollars, and to a lesser extent, in GBP, EUR and other currencies. If the value of the dollar decreases against the NIS, our earnings may be negatively impacted. In addition, a significant portion of the expenses associated with our European, Canadian and Australian operations are incurred in GBP, EUR, CAD and AUD. As a result, we may experience increase in the costs of our operations, as expressed in dollars, which could adversely impact our earnings.

We monitor foreign currency exposure and may use various instruments to preserve the value of sales transactions, expenses and commitments; however, this cannot assure our full protection against risks of currency fluctuations that could affect our financial results. For information on the market risks relating to foreign exchange, please see Item 11, "Quantitative and Qualitative Disclosures about Market Risk" in this annual report.

Our uneven sales patterns could significantly impact our revenues and earnings.

The sales cycle for our products and services is variable, typically ranging between a few weeks to several months from initial contact with the potential client to the signing of a contract. Frequently, sales orders accumulate towards the latter part of a given quarter. Looking forward, given the lead-time required by our contract manufacturer, if a large portion of sales orders are received late in the quarter, we may not be able to deliver products within the quarter and thus such sales will be deferred to a future quarter. There can be no assurance that such deferrals will result in sales in the near term, or at all. Thus, delays in executing client orders may affect our revenue and cause our operating results to vary widely. Additionally, as a high percentage of our expenses, particularly employee compensation, is relatively fixed, a variation in the level of sales, especially at or near the end of any quarter, may have a material adverse impact on our quarterly operating results.

In addition, our quarterly operating results may be subject to significant fluctuations due to other factors, including the timing and size of orders and shipments to customers, variations in distribution channels, mix of products, new product introductions, competitive pressures and general economic conditions. It is difficult to predict the exact mix of products for any period between hardware, software and services as well as within the product category between audio platforms and related applications, transactional related platforms, digital video and communications intelligence. Because a significant portion of our overhead consists of fixed costs, our quarterly results may be adversely impacted if sales fall below management's expectations. Further, the period of time from order to delivery of our platforms and applications is short, and therefore our backlog for such products is currently, and is expected to continue to be, small and substantially unrelated to the level of sales in subsequent periods. As a result, our results of operations for any quarter may not necessarily be indicative of results for any future period. Due to all of the foregoing factors, in some future quarters our sales or operating results may be below our forecasts and the expectations of public market analysts or investors.

Our quarterly results may be volatile at times, which could cause us to miss market expectations and as a result may impact the trading price of our ordinary shares.

The trading price of our ordinary shares and ADRs has experienced significant volatility in the past and may continue to do so in the future. Unfavorable changes, many of which are outside of our control, could have a material adverse effect on our business, operating results, and financial condition.

Historically, our revenues have reflected seasonal fluctuations related to slower spending activities in the first quarter, and the increased activity related to the year-end purchasing cycles of many users of our products. We believe that we will continue to encounter quarter-to-quarter seasonality.

We operate with certain backlog and we face factors such as timing and volume of orders within a given period that affect our ability to fulfill these orders and to determine the amount of our revenues within the period.

We derive a substantial portion of our sales through indirect channels, making it more difficult for us to predict revenues because we depend partially on estimates of future sales provided by third parties. In addition, changes in our arrangements with our network of channel partners or in the products they offer, such as the introduction of new support programs for our customers, which combines support from our channel partners with back-end support from us, could affect the timing and volume of orders. Furthermore, our expense levels are based, in part, on our expectations as to future revenues. If our revenue levels are below expectations, our operating results are likely to be adversely affected, since most of our expenses are not variable in the short term.

Due to the factors described above, it is possible that in a particular future quarter, our operating results may be below the expectations of public market analysts and investors. In this event, the price of our ordinary shares and ADSs would likely decline.

We might recognize a loss with respect to our investments in financial instruments.

We invest most of our cash in a variety of financial instruments. If the obligor of any of the instruments we hold defaults or undergoes reorganization in bankruptcy, we may lose a portion of such investment and our financial income may decrease. In addition, a downturn in the credit markets could adversely affect the liquidity of our investments, or the downgrading of the credit rating of our investments could cause us to recognize some loss. For information on the types of our investments, see Item 11, "Quantitative and Qualitative Disclosures About Market Risk" in this annual report.

Incorrect or improper use of our products or failure to properly provide professional services and maintenance services could result in negative publicity and legal liability.

Our products and solutions are complex and are deployed in a wide variety of network environments. The proper use of our software requires training and, if our software products are not used correctly or as intended, inaccurate results may be produced. Our products may also be intentionally misused or abused by clients who use our products. The incorrect or improper use of our products or our failure to properly provide professional services and maintenance services, including installation, training, project management, product customizations and consulting to our clients may result in losses suffered by our clients, which could result in negative publicity and product liability or other legal claims against us.

We rely on software from third parties. If we lose the right to use that software, we would have to spend additional capital to redesign our existing software or develop new software.

We integrate various third party software products as components of our products. We utilize third party software products to enhance the functionality of our products. Our business could be disrupted if functional versions of this software were either no longer available to us or no longer offered to us on commercially reasonable terms. In either case, we would be required to spend additional capital to either redesign our software to function with alternate third party software or develop these components ourselves. We might as a result be forced to limit the features available in our current or future product offerings and the commercial release of our products could be delayed.

Undetected problems in our products could directly impair our financial results and we could face potential product liability claims against us.

If flaws in the design, production, assembly or testing of our products and solutions (by us or our suppliers) were to occur, we could experience a rate of failure in our products or solutions that would result in substantial repair, replacement or service costs and potential liability and damage to our reputation. There can be no assurance that our efforts to monitor, develop, modify and implement appropriate test and manufacturing processes for our products or solutions will be sufficient to permit us to avoid a rate of failure in our products or solutions that results in substantial delays in shipment, significant repair or replacement costs or potential damage to our reputation, any of which could have a material adverse effect on our business, results of operations and financial condition.

We may be subject to claims that our products are defective or that some function or malfunction of our products caused or contributed to property, bodily or consequential damages. We attempt to minimize this risk by incorporating provisions into our distribution and standard sales agreements that are designed to limit our exposure to potential claims of liability. No assurance can be given that all claims will be barred by the contractual provisions limiting liability or that the provisions will be enforceable. We carry product liability insurance in the amount of $25,000,000 per occurrence and $25,000,000 overall per annum. No assurance can be given that the amount of any individual claim or all claims will be covered by the insurance or that the amount of any individual claim or all claims in the aggregate will not exceed insurance policy coverage limits. A significant liability claim against us could have a material adverse effect on our results of operations and financial position.

If our advanced compliance recording solutions fail to record our customers' interactions, we may be subject to liability and our reputation may be harmed.

Many of our customers use our solutions to record and to store recordings of commercial interactions. These recordings are used to provide back-up and verification of transactions and to guard against risks posed by lost or misinterpreted voice communications. These customers rely on our solutions to record, store and retrieve voice and other data in a timely, reliable and efficient manner. If our solutions fail to record our customers' interactions or our customers are unable to retrieve stored recordings when necessary, we may be subject to liability and our reputation may be harmed. Although we attempt to limit any potential exposure through quality assurance programs, insurance and contractual terms, we cannot assure you that we will eliminate or successfully limit our liability for any failure of our recording and storage solutions.

Our software products are highly complex, and any undetected software errors in our products could adversely affect our reputation, result in significant costs to us, impair our ability to market our products and expose us to legal liability.

Our software products are highly complex. Despite extensive testing by us and by our clients, we have in the past discovered errors, failures, bugs or other weaknesses in our software applications and will likely continue to do so in the future. Such errors, failures, bugs or other weaknesses in products released by us could result in product returns, loss of or delay in market acceptance of our products, loss of competitive position, or claims by clients or others, which would seriously harm our revenues, financial condition and results of operations. Correcting and repairing such errors, failures or bugs could also require significant expenditures of our capital and other resources and could cause interruptions, delays or cessation of our product licensing.

In addition, the identification of errors in our software applications or the detection of bugs by our clients may damage our reputation in the market as well as our relationships with existing clients, which may result in our inability to attract or retain clients.

Further, since our products are used for compliance recording and operational risk management functions that are often critical to our clients, the licensing and support of our products makes us potentially subject to product liability claims. In particular, some of our customers, including financial institutions, may suffer significant damages as a result of a failure of our risk and financial crime solutions to perform their functions. Although we attempt to limit any potential exposure through quality assurance programs, insurance and contractual terms, we cannot assure that we will be able to eliminate or successfully limit our liability for any failure of our risk and financial crime solutions. Any product liability insurance we carry may not be sufficient to cover our losses resulting from any such product liability claims. The successful assertion of one or more large product liability claims against us could have a material adverse effect on our results of operations and financial condition.

Inadequate intellectual property protections could prevent us from enforcing or defending our intellectual property and we may be subject to liability in the event our products infringe on the proprietary rights of third parties and we are not successful in defending such claims.

Our success is dependent, to a significant extent, upon our proprietary technology. We currently hold 77 U.S. patents and 81 patents issued in additional countries covering substantially the same technology as the U.S. patents. We have over 93 patent applications pending in the United States and other countries. We rely on a combination of patent, trade secret, copyright and trademark law, together with non-disclosure and non-competition agreements, as well as third party licenses to establish and protect the technology used in our systems. However, we cannot assure you that such measures will be adequate to protect our proprietary technology, that competitors will not develop products with features based upon, or otherwise similar to our systems, or that third party licenses will be available to us or that we will prevail in any proceeding instituted by us in order to enjoin competitors from selling similar products. In most of the areas in which we operate, third parties also have patents which could be found applicable to our technology and products. Such third parties may include competitors, as well as large companies, which invest millions of dollars in their patent portfolios, regardless of their actual field of business. Although we believe that our products do not infringe upon the proprietary rights of third parties, we cannot assure you that one or more third parties will not make a contrary claim or that we will be successful in defending such claim.

We generally distribute our software products under software license agreements that restrict the use of our products by terms and conditions prohibiting unauthorized reproduction or transfer of the software products. However, effective copyrights and other intellectual property rights protection may be inadequate or unavailable to us in every country in which our software products are available, and the laws of some foreign countries may not be as protective of intellectual property rights as those in Israel and the United States.

From time to time, we receive "cease and desist" letters alleging patent infringements. No formal claims or other actions have been filed with respect to such alleged infringements, except for claims filed by Dictaphone, Verint America Inc. and Multi-Format, Inc. (all of which have since been settled and dismissed) and Fair Isaac Corporation (see Item 8, "Financial Information—Legal Proceedings" in this annual report). We cannot assure, however, that we will be successful in defending against the pending claim that has been asserted or any other claims that may be asserted. We also cannot assure that such claim will not have a material adverse effect on our business, financial condition, or operations. Defending infringement claims or other claims could involve substantial costs and diversion of management resources.

In addition, to the extent we are not successful in defending such claims, we may be subject to injunctions with respect to the use or sale of certain of our products or to liabilities for damages and may be required to obtain licenses which may not be available on reasonable terms, any of which may have a material adverse impact on our business or financial condition.

We use certain "open source" software tools that may be subject to intellectual property infringement claims, the assertion of which could impair our product development plans, interfere with our ability to support our clients or require us to pay licensing fees.

Certain of our software products contain a limited amount of open source code and we may use more open source code in the future. Open source code is code that is covered by a license agreement that permits the user to liberally use, copy, modify and distribute the software without cost, provided that users and modifiers abide by certain licensing requirements. The original developers of the open source code provide no warranties on such code.

As a result of our use of open source software, we could be subject to suits by parties claiming ownership of what we believe to be open source code and we may incur expenses in defending claims that we did not abide by the open source code license. If we are not successful in defending against such claims, we may be subject to monetary damages or be required to remove the open source code from our products. Such events could disrupt our operations and the sales of our products, which would negatively impact our revenues and cash flow.

In addition, under certain conditions, the use of open source code to create derivative code may obligate us to make the resulting derivative code available to others at no cost. The circumstances under which our use of open source code would compel us to offer derivative code at no cost are subject to varying interpretations. If we are required to publicly disclose the source code for such derivative products or to license our derivative products that use an open source license, our previously proprietary software products may be available to others without charge. If this happens, our customers and our competitors may have access to our products without cost to them, which could harm our business.

We monitor our use of such open source code to avoid subjecting our products to conditions we do not intend. The use of such open source code, however, may ultimately subject some of our products to unintended conditions so that we are required to take remedial action that may divert resources away from our development efforts.

We depend upon outsourcers for the manufacture of our products. The failure of our product manufacturers to meet our quality or delivery requirements would likely have a material adverse effect on our business, results of operations and financial condition.

Pursuant to our manufacturing agreement with Flextronics Israel Ltd., a subsidiary of Flextronics, a global electronics manufacturing services provider, Flextronics provides us with a comprehensive manufacturing solution that covers all aspects of the manufacture of our products from order receipt to product shipment, including purchasing, manufacturing, testing, configuration, and delivery services. Although in recent years we made a shift towards an enterprise software business model, we still sell certain hardware based products that are covered by this agreement. As a result of this arrangement, we are dependent on Flextronics to process orders and manufacture our hardware products. Consequently, the manufacturing process of our products is not in our direct control.

We may from time to time experience delivery delays due to the inability of Flextronics or any other manufacturers to consistently meet our quality or delivery requirements and we may experience production interruptions if Flextronics or another manufacturer is for any reason unable to continue the production of our products. Should we have on-going performance issues with our contract manufacturers, the process to move from one contractor to another is a lengthy and costly process that could affect our ability to execute customer shipment requirements and/or might negatively affect revenue and/or costs. If this manufacturer or any other manufacturer were to cancel contracts or commitments with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders and have significantly decreased quarterly revenues and earnings, which would have a material adverse effect on our business, results of operations and financial condition.

If we lose our key suppliers, our business may suffer.

Certain components and subassemblies that are used in the manufacture of our existing products are purchased from a single or a limited number of suppliers. In the event that any of these suppliers are unable to meet our requirements in a timely manner, we may experience an interruption in production until an alternative source of supply can be obtained. Any disruption, or any other interruption of a supplier's ability to provide components to us, could result in delays in making product shipments, which could have a material adverse effect on our business, financial condition and results of operations. In addition, some of our major suppliers use proprietary technology and software code that could require significant redesign of our products in the case of a change in vendor. Further, as suppliers discontinue their products, or modify them in manners incompatible with our current use, or use manufacturing processes and tools that could not be easily migrated to other vendors, we could have significant delays in product availability, which would have a significant adverse impact on our results of operations and financial condition. Although we generally maintain an inventory for some of our components and subassemblies to limit the potential for an interruption and we believe that we can obtain alternative sources of supply in the event our suppliers are unable to meet our requirements in a timely manner, we cannot assure you that our inventory and alternative sources of supply would be sufficient to avoid a material interruption or delay in production and in availability of spare parts.

If we lose our key personnel or cannot recruit additional personnel, our business may suffer.

Due to growth or as a result of regular recruitment, we will be required to hire and integrate new employees. Recruiting and retaining qualified engineers and computer programmers to perform research and development and to commercialize our products, as well as qualified personnel to market and sell those products, are critical to our success. As of December 31, 2010, approximately 25% of our employees were devoted to research and product development and approximately 22% were devoted to marketing and sales. There can be no assurance that we will be able to successfully recruit and integrate new employees. There is often intense competition to recruit highly skilled employees in the technology industry. We have suffered from attrition in our workforce in previous years and we believe that such attrition will continue in the future. We may not be able to offer current and potential employees a compensation package that is satisfactory in oder to keep them within our employ. An inability to attract and retain highly qualified employees may have an adverse effect on our ability to develop new products and enhancements for existing products and to successfully market such products, all of which would likely have a material adverse effect on our results of operations and financial position. Our success also depends, to a significant extent, upon the continued service of a number of key management, sales, marketing and development employees, the loss of any of whom could materially adversely affect our business, financial condition and results of operations.

If we are unable to maintain the security of our systems, our business, financial condition and operating results could be harmed.

The occurrence, or perception of occurrence, of security breaches in the operation of our business or by third parties using our products could harm our business, financial condition and operating results. Some of our customers use our products to compile and analyze highly sensitive or confidential information. We may come into contact with such information or data when we perform service or maintenance functions for our customers. While we have internal policies and procedures for employees in connection with performing these functions, the perception or fact that any of our employees has improperly handled sensitive information of a customer or a customer's customer could negatively impact our business. If, in handling this information, we fail to comply with our privacy policies or privacy and security laws, we could incur civil liability to government agencies, customers and individuals whose privacy was compromised. If personal information is received or used from sources outside the United States, we could be subject to civil, administrative or criminal liability under the laws of other countries. In addition, third parties may attempt to breach our security or inappropriately use our products through computer viruses, electronic breakins and other disruptions. If successful, confidential information, including passwords, financial information, or other personal information may be improperly obtained and we may be subject to lawsuits and other liability. Any internal or external security breaches could harm our reputation and even the perception of security risks, whether or not valid, could inhibit market acceptance of our products.

Our business could be materially adversely affected by changes in the legal and regulatory environment.

Our business, results of operations and financial condition could be materially adversely affected if laws, regulations or standards relating to our products, us or our employees (including labor laws and regulations) are newly implemented or changed. In addition, our revenues would be harmed if we fail to adapt our products to changes in regulations applicable to the business of certain of our clients, such as securities trading, broker sales compliance and anti-money laundering laws and regulations.

There are growing compliance and regulatory initiatives and changes for corporations and public organizations around the world that include both internal and external regulations and are driven by events and concerns such as accounting scandals, security threats and economic conditions. While we attempt to prepare in advance for these new initiatives and standards, we cannot assure that we will be successful in our efforts, that such changes will not negatively affect the demand for our products and services, or that our competitors will not be more successful or prepared than us.

With respect to the telecommunications industry specifically, there may be increased regulations, including with respect to privacy and protection of personal information. Adoption of such regulations may require that we invest in the modification of our solutions to comply with such regulations, cause a reduction in the use of our solutions or subject us or our customers to liability resulting from a breach of such regulations. The adoption of these types of regulations could materially adversely affect our business and results of operations.

In recent years, the European Union issued directives on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment, or "RoHS," and Waste Electrical and Electronic Equipment, or "WEEE". We are making every effort in order to maintain compliance with these directives, without otherwise adversely affecting the quality and functionalities of our products. The countries of the European Union, as a single market for our products, accounted in 2010 for approximately 18% of our revenues. If our products fail to comply with WEEE or RoHS directives or any other directive issued from time to time by the European Union, we could be subject to penalties and other sanctions that could have a material adverse effect on our results of operations and financial condition. In addition, similar regulations are being formulated in other parts of the world. We may incur substantial costs in complying with other similar programs that might be enacted outside Europe in the future.

Unpredictable events, including the recent earthquake, tsunamis and other collateral events in Japan, may adversely affect our business.

The occurrence of catastrophic events such as huricanes, storms, earthquakes, tsunamis, floods and other catastrophies that adversely affect the business climate in any of our markets could have a material adverse affect on our business, financial condition and results of operations. The recent earthquake, tsunamis and potential nuclear crisis in Japan, may have a negative impact on business in Japan. Our revenues in Japan constituted approximately 2% of our total revenues in 2010.

In addition, there are possible indirect affects in othe areas of the world as a result of such events, including problems in chain supplies, which could have an impact on other territories. Therefore, these events could cause a decline in our revenues in Japan and in other territories that may be affected by the Japan crisis, and our results of operations could be adversely affected.

If we fail to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, it could have a material adverse effect on our business, operating results and share price.

The Sarbanes-Oxley Act of 2002 imposes certain duties on us. Our efforts to comply with the requirements of Section 404, which first applied to our financial statements for 2006, have resulted in increased general and administrative expenses and a devotion of management time and attention to compliance activities, and we expect these efforts to require the continued commitment of significant resources. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting. In addition, we may identify material weaknesses or significant deficiencies in our internal control over financial reporting. Failure to maintain effective internal control over financial reporting could result in investigation and/or sanctions by regulatory authorities, and could have a material adverse effect on our business and operating results, investor confidence in our reported financial information, and the market price of our ordinary shares and ADSs.

Additional tax liabilities could materially adversely affect our results of operations and financial condition.

As a global corporation, we are subject to income and other taxes both in Israel and various foreign jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and expenses. Additionally, the amount of income taxes paid or accrued is subject to our interpretation of applicable laws in the jurisdictions in which we do business. From time to time, we are subject to income and other tax audits, the timings of which are unpredictable. While we believe we comply with applicable tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed additional taxes, there could be a material adverse effect on our results of operations and financial condition.

Risks relating to Israel

We are subject to the political, economic and security conditions in Israel.

Our headquarters, research and development and main manufacturing facilities, as well as the facilities of Flextronics Israel Ltd., our key manufacturer, are located in the State of Israel, and we are directly affected by the political, economic and security conditions to which Israel is subject. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. A state of hostility, varying in degree and intensity, has led to security and economic problems for Israel. In past years there was a high level of violence between Israel and the Palestinians. Recent political events in various countries in the Middle East and Northern Africa have shaken the stability of those countries. In addition, Iran has threatened to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza and Hezbollah in Lebanon. Any of these situations could escalate in the future and turn violent, which could affect the Israeli economy generally and us in particular. In addition, acts of terrorism, armed conflicts or political instability in the region could negatively affect global and local economic conditions and harm our results of operations. We cannot predict the effect on the region of any diplomatic initiatives or political developments involving Israel or the Palestinians or other countries in the Middle East or North Africa. Furthermore, several countries restrict doing business with Israel and Israeli companies, and additional companies may restrict doing business with Israel and Israeli companies as a result of an increase in hostilities. This may also seriously harm our operating results, financial condition and the ability to expand our business. Our products are heavily dependent upon components imported from, and most of our sales are made to, countries outside of Israel. Accordingly, our business, financial condition and results of operations could be materially adversely affected if trade between Israel and its present trading partners were interrupted or curtailed.

Our results of operations may be negatively affected by the obligation of our personnel to perform military service.

Some of our officers and employees are obligated to perform military reserve duty from time to time. In the event of a military conflict, including the ongoing conflict with the Palestinians, these persons could be required to serve in the military for extended periods of time and on very short notice. The absence of a number of our officers and employees for significant periods could disrupt our operations and harm our business. We cannot assess the full impact of these requirements on our workforce or business and we cannot predict the effect on us of any expansion or reduction of these obligations.

Service and enforcement of legal process on us and our directors and officers may be difficult to obtain.

Service of process upon our directors and officers, most of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, since the majority of our assets and most of our directors and officers are located outside the United States, any judgment obtained in the United States against us or these individuals or entities may not be collectible within the United States. Additionally, it may be difficult to enforce civil liabilities under U.S. federal securities law in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.

Our results may be affected by the availability of government grants and tax benefits. Our participation in these programs restricts our ability to freely transfer manufacturing rights and technology out of Israel.

We derive and expect to continue to derive significant benefits from various programs including Israeli tax benefits relating to our "Approved and Privileged Enterprise" programs and certain grants from the Office of the Chief Scientist of the Ministry of Industry, Trade and Labor, ("OCS"), for research and development. To be eligible for these grants, programs and tax benefits, we must continue to meet certain conditions, including making certain specified investments in fixed assets and conducting the research, development, manufacturing of products developed with such OCS grants in Israel (unless a special approval has been granted for performing manufacturing activities outside Israel) and, as of 2011, providing the OCS with an undertaking that the know how to be funded and any derivatives thereof is wholly owned by us, upon its creation. From time to time, the Israeli Government has discussed reducing or eliminating the availability of these grants, programs and benefits and there can be no assurance that the Israeli Government's support of grants, programs and benefits will continue. If grants, programs and benefits available to us or the laws, rules and regulations under which they were granted are eliminated or their scope is further reduced, or if we fail to meet the conditions of existing grants, programs or benefits and are required to refund grants or tax benefits already received (together with interest and certain inflation adjustments) or fail to meet the criteria for future "Approved or Privileged Enterprises," our business, financial condition and results of operations could be materially adversely affected including an increase in our provision for income taxes.

On April 1, 2005, an amendment to the Israeli law which deals with Approved Enterprises came into force. Pursuant to the amendment, a company's facility will be granted the status of "Approved Enterprise" only if it is proven to be an industrial facility (as defined in such law) that contributes to the economic independence of the Israeli economy and is a competitive facility that contributes to the Israeli gross domestic product. The amendment incorporates certain changes to both the criteria and procedure for obtaining "Approved Enterprise" status for an investment program, and changes to the tax benefits afforded in certain circumstances to "Approved Enterprises" under such law (which is referred to as a "Privileged Enterprise" following such amendment). As of December 31, 2010, we have six Approved Enterprise programs and seven Privileged Enterprise programs, which are covered by the amendment. While we believe that we meet the statutory conditions as set out in the amendment, there can be no assurance that the tax authorities in Israel will concur. Should it be determined that these Privileged Enterprise programs do not meet the statutory conditions, our provision for income taxes will increase materially.

As a result of the amendment, tax-exempt income generated under the provisions of the amended law, will subject us to taxes upon dividend distribution (which under the amendment includes the repurchase of our shares – See Item 16E, "Purchases of Equity Securities by the Issuer and Affiliated Purchasers" in this annual report, for additional information about repurchase programs) or complete liquidation.

We do not intend to distribute any amounts of our undistributed tax exempt income as dividends as we intend to reinvest our tax-exempt income. Accordingly, no deferred income taxes have been provided on income attributable to our Approved or Privileged Enterprise programs as the undistributed tax exempt income is essentially permanent in duration.

On December 29, 2010, the Israeli parliament approved a further amendment to the law dealing with Approved and Privileged Enterprise programs effective as of January 1, 2011. This amendment generally abolishes the previous tax benefit routes that were afforded under the law, specifically the tax-exemption periods previously allowed, and introduces certain new tax benefits for industrial enterprises meeting the criteria of the law.

Although this recent amendment takes effect from January 1, 2011, we believe that the transitional provisions will apply to us such that the earliest date for adoption will be January 1, 2012. We do not believe that the recent amendment will have a material effect on our provision for taxes, as long as we meet all of the criteria mentioned therein.

Under Israeli law, products incorporating know-how developed with grants from the OCS are required to be manufactured in Israel, unless prior approval of a governmental committee is obtained. As a condition to obtaining this approval, we may be required to pay to the OCS up to 300% of the grants we received and to repay these grants on an accelerated basis, depending on the portion of manufacturing performed outside Israel. In addition, we are prohibited from transferring to third parties the know-how developed with these grants without the prior approval of a governmental committee and, possibly, the payment of a fee. See Item 4, "Information on the Company—Research and Development" in this annual report, for additional information about OCS programs.

Provisions of Israeli law may delay, prevent or impede an acquisition of us, which could prevent a change of control.

Israeli corporate law regulates mergers and tender offers, requires tender offers for acquisitions of shares above specified thresholds and regulates other matters that may be relevant to these types of transactions. Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to some of our shareholders. These provisions could delay, prevent or impede an acquisition of us. See Item 10, "Additional Information—Mergers and Acquisitions" in this annual report, for additional discussion about some antitakeover effects of Israeli law.

Risks related to our Ordinary Shares and ADSs

Our share price is volatile and may decline.

Numerous factors, some of which are beyond our control, may cause the market price of our ordinary shares or our ADSs, each of which represents one ordinary share, to fluctuate significantly. These factors include, among other things, announcements of technological innovations, development of or disputes concerning our intellectual property rights, customer orders or new products by us or our competitors, currency exchange rate fluctuations, earnings releases by us, our partners or our competitors, general economic and market conditions, political changes and unrest in regions, natural catestrophies, market conditions in the industry and the general state of the securities markets, with particular emphasis on the technology and Israeli sectors of the securities markets.

Future sales of our ADSs may impact the market price of our ADSs.

If we or our shareholders sell substantial amounts of our ADSs in the public market, the market price of our ADSs could decline. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Following an acquisition, our ADSs held by new holders may become freely tradable.

Item 4. Information on the Company.

History and Development of the Company

Our legal and commercial name is NICE-Systems Ltd. We are a company limited by shares organized under the laws of the State of Israel. We were originally incorporated as NICE Neptun Intelligent Computer Engineering Ltd. on September 28, 1986 and were renamed NICE-Systems Ltd. on October 14, 1991. Our principal executive offices are located at 8 Hapnina Street, P.O. Box 690, Ra'anana 43107, Israel and the telephone number at that location is +972-9-775-3030. Our agent for service in the United States is our subsidiary, Nice Systems Inc., 301 Route 17 North, 10th Floor, Rutherford, New Jersey 07070.

For a summary of our recent acquisitions, please see Item 5, "Operating and Financial Review and Prospects—Recent Acquisitions" in this annual report.

Business Overview

We are a worldwide leader of intent-based solutions that capture and analyze interactions and transactions, realize intent, and extract and leverage insights to deliver impact in real time. Across our businesses, our solutions capture unstructured data from various customer touch points, financial transaction channels and security related sensors. Through cross-channel analytics capabilities, the intent that underlies the data is revealed and insights are delivered to the organization. Our real-time impact solutions drive personalized response to these insights during the interaction, transaction or event, taking into account the specific context. NICE solutions enable organizations to improve business performance, increase operational efficiency, prevent financial crime, ensure compliance, and enhance safety and security.

NICE's offerings for the enterprise, financial crime and security sectors serve three main needs: improving business performance, decreasing financial risk, and enhancing safety and security. NICE solutions capture interactions, transactions and data from multiple sources, systems and sensors, including telephones, emails, video, radio, geo-location, web and more. They provide valuable insight about the business or security situation by applying real-time, cross-channel analytics to realize the intent of customers, and criminals such as terrorists or fraudsters, to enable proactive response for real-time impact.

We serve organizations in the enterprise, financial crime and security sectors representing a variety of sizes and industries. Our enterprise customers span a variety of industries, such as financial services, telecommunications, healthcare, outsourcers, retail, media, travel, service providers, utilities and others. Our financial crime solutions primarily serve financial services organizations. Our security solutions are tailored to protect city centers, transportation systems, critical infrastructure, enterprise campuses and more.

For a breakdown of total revenues by products and services and by geographic markets, for each of the last three years, please see Item 5, "Operating and Financial Review and Prospects—Results of Operations."

Industry Background and Trends

A growing need for the standardization of customer service across various communication channels. Consumers are looking to have a consistent level of service excellence regardless of the communication channel (e.g., phone, web, chat and social media). They are also seeking more opportunities for effective self-service. Furthermore, web and mobile channels usage is increasing. Social media is also sought as a viable communication channel by consumers and needs to be considered as an integral part of the customer service offering. As a result, companies are seeking to monitor and participate in online communities to gain deeper insights into customer behaviors and motives.

An increased focus on improving customer experience ("voice of the customer") and business performance. Customer-centric organizations are seeking customer-centric WFO solutions, which include a wide range of applications (e.g., capture, quality management, interaction analytics, performance management, etc.), to drive interaction effectiveness and improve operational efficiency at the same time. Speech analytics and cross-channel interaction analytics are perceived as strategic solutions for improving customer service and business performance.

Contact centers are seeking to impact customer interactions in real time. Organizations are seeking to improve the customer experience and increase revenues through their contact centers by delivering the right service and product to customers in real time. Uncovering customer intent and gaining insights during the actual interaction enables organizations to deliver exactly what customers need in real time. It also enables organizations to close the gap between growing customer demands for immediate and relevant service regardless of the contact center agent's experience and knowledge. This is the key to securing the customer relationship, improving satisfaction and loyalty, and ultimately driving revenue growth.

The evolvement of contact centers into strategic customer interaction hubs requires advanced applications. Contact centers are key contributors to the organization for achieving top business goals, which include customer satisfaction, customer retention and revenue generation. A package of tailored business solutions that is based on analytics and which uncovers customer intent and what drives customer behaviors and preferences, is, accordingly, becoming essential. This development provides the insights needed to create a powerful impact on the organization by capturing customer and business intent, analyzing it and applying its derived insights to achieve a positive business impact.

Enterprises are expanding their operational efficiency activities beyond the contact center. The quality of customer experiences is indirectly influenced by the effectiveness of back-office employees' performance. Inefficiencies in the back office drive up costs given the risk of customer attrition and lost business opportunities as well as the issue of suboptimal staffing. Thus, enterprises are looking to align back-office employees and activities with customer service requests, and relieve the contact center from a significant percentage of call volume and the associated costs, also contributing to a better customer experience.

Adoption of contact center hosted solutions continues to gain momentum, particularly at the very low end of the market. The introduction of Internet Protocol (IP) and Session Initiation Protocol (SIP)-based technologies have eliminated physical telecommunications constraints. Enterprises are looking for ways to leverage these new technologies, and contact center hosting is a good and effective fit. Among other advantages, these solutions require relatively lower investment and provide quick deployment, scalability and agility, and a reduced maintenance burden.

Heightened and more complex regulatory and compliance requirements and the need for dispute resolution. The need to record customer interactions is constantly growing as compliance and regulatory pressures are increasing for corporations and public organizations worldwide. Many companies are implementing call recording as a cornerstone of regulatory compliance. The requirements that call recording address include both internal and external regulations. One example is the Payment Card Industry Data Security Standard (PCI-DSS), which has been recently updated by the PCI Security Standards Council to ban the audio recording and storage of sensitive cards validation codes. Non-compliant companies risk losing their ability to process credit card payments and being audited and/or fined. NICE's recording solutions are being designed to meet these security requirements. Other mandates include the U.K.'s Financial Services Authority requirement for investment firms to record the conversations held by traders on firm provided mobile phones (to come into effect during 2011). In addition, it is important to be able to eliminate and/or resolve communication disputes, such as between counterparties in a securities trade, in an efficient and definitive manner. Existing business intelligence and other IT solutions have addressed these growing challenges to some degree. However, institutions require improved solutions that not only provide better compliance and surveillance, but also more current, real-time information with increased operational visibility. Advanced compliance related solutions enable the reduction of the costs associated with ongoing compliance, improved customer service, while creating the required audit trail for regulatory purposes.

Increase in real-time financial crime threats. Rapid growth in the volume, value, speed and complexity of financial transactions has created new business opportunities for financial services firms, but has also created new challenges. As the use of instant remote access channels, such as online, mobile and phone, increases, and initiatives such as Faster Payments in the U.K. are instituted, financial services firms must develop the means with which to monitor and address financial crime threats in real-time. Criminal threats and tactics are on the rise and the aforementioned industry changes are being exploited by the criminal community, making legacy batch solutions obsolete. This shift is impacting the priorities and day-to-day operations of fraud prevention, Anti-Money Laundering (or AML) and risk management groups across financial services firms by requiring stronger real-time and crosschannel alignment and integration, more sophisticated detection and prevention capabilities, as well as technology that can very quickly adapt and evolve with the changing risk landscape.

Enterprise-wide financial crime and compliance technology consolidation. Regulatory pressures continue to increase, with security concerns, such as money laundering and fraud threats. The failure to comply with regulatory governance or protect against money laundering and fraud risks can result in fines, losses and reputational damage. As the threats and regulations change and evolve, keeping pace can be costly. Financial institutions of all kinds – banks, brokers, insurance companies and others - are seeking ways to minimize risk and improve detection of suspecious activity, in a cost-effective manner. Through system and vendor consolidation, institutions are able to minimize costs, limit risk exposure, and improve the service they provide to their clients. The ability to adapt more quickly to new crime tactics and regulations, as well as gain new intelligence by looking crossorganizationally, is leading many institutions to partner with vendors that can support complete end-to-end integration of the firm's fraud prevention and AML activities.

Increase in consolidation of AML and fraud prevention solutions into combined financial crime programs. As fraud and money laundering tactics increase in frequency, reach and sophistication, financial institutions are seeking ways to consolidate operations and gain an enterprise view of activity across the organization. Many financial institutions have begun to break down the information silos between fraud and money laundering divisions and are turning to vendors that can provide sophisticated, integrated technology which supports the enterprise-wide financial crime needs of the institution allowing them to better understand their clients and detect new types of suspicious activity.

Persistent physical security challenges for public safety, homeland security and intelligence agencies. Terrorist attacks around the world have significantly changed the

geopolitical landscape and created long-term consequences for public safety, security and intelligence agencies. In addition, transportation organizations, municipalities and governmental entities have become increasingly aware of the benefits technology can provide in the areas of crime prevention and public safety. These organizations face new challenges in detecting, protecting against and effectively responding to more sophisticated and complex threats. Organizations are also facing vast amounts of information from different sources, which make it more difficult to 'connect the dots' and act efficiently. As a result of these global trends, the challenge of storing, managing and analyzing vast amounts of multimedia content generated by traditional and IP-based communications captured by an increasing variety of detection devices is growing. In addition, emergency services and public organizations require increasingly sophisticated solutions to analyze content in order to strengthen the measures they take for public safety and security.

Emerging needs for holistic situational awareness and event management in the security market. The number and variety of physical security sensors is growing

substantially, with public and private organizations deploying security systems, such as surveillance cameras and access control and intrusion detection sensors. Organizations, municipalities and governmental entities are struggling to eliminate the number of information silos created by deployment of redundant security systems. Consolidation of companies, as seen in the banking industry for example, creates more information silos and disparate systems in the organization. These silos limit the control room operators' ability to gain a cohesive and unified picture of situations. The lack of unified solutions undermines the ability to take decisive actions; furthermore, the lack of adequate tools for sharing information in real time between the various field security personnel, emergency forces and law enforcement agencies, among others, can substantially prolong response time and reduce the probability of successful event mitigation.

Increased focus on physical corporate security. Companies operating throughout the world have recognized that threats to their facilities, IT networks and personnel need to be addressed at all times. For example, many companies have determined that they need to establish measures for personnel screening and observation, invest in enhanced physical security measures and incident response capability, and deploy a variety of systems to address network-based vulnerabilities. As a result of these global trends in security needs, more companies face the growing challenge of storing and analyzing vast amounts of content, such as voice, video and other IP-based communications, captured by an increasing variety of detection devices, such as closed circuit television.

Increased urbanization raises rates of crime and risks of terror attacks. Increased urbanization in both developed and developing countries results in higher rates of various types of crime (such as robbery, theft, murder and other assaults) and greater fears of terror attacks in city centers and other metropolitan areas and systems (such as mass transit). These growing concerns are driving large-scale security projects in these areas, aiming at improving the security of the citizens. These large-scale projects include installation and implementation of wide-scale security systems, which better synchronize and correlate multimedia data sources in order to assist law enforcement officials to detect and prevent crimes and terror attacks and investigate quickly in order to apprehend the suspects.

Our Strategy

The key elements of our strategy include the following:

Drive adoption of cross-channel and cross-sensor analytics solutions across all lines of business. We intend to continue to address the growing unmet need to capture, manage, analyze and impact structured and unstructured data from multiple channels in a more accurate and timely fashion in a wide variety of business and operational environments. Furthermore, we aim to drive the combination of such insight, both in real-time, in order to impact the customer processes while they occur and increase their top-line (creating up-sale/cross-sale opportunities), and in off-line analysis, in order to optimize and improve customer experience related processes, to provide enterprises and organizations with a more complete and timely view of their operations. Accordingly, we plan to continue to target these opportunities through focused sales and marketing, by developing industry specific applications that are enabled or greatly enhanced by convergence analytics, and by providing value-added services that facilitate the implementation of our solutions. Moreover, we plan to continue to invest in research and development and strategic alliances to enhance our industry-leading solutions and deliver superior insight to drive improved operational and business results. We will continue to leverage the technology, operational and partnership synergies we derive from serving both the enterprise and the security markets.

Continue to lead the evolution of the contact center beyond its traditional market and expand our differentiated end-to-end suite. With the increasing strategic importance and complexity of the contact center, customers have a growing need for comprehensive management solutions. We believe our set of integrated and modular tools and business solutions for contact center management represent a differentiated approach and value for our customers. We also aim to develop industry specific business solutions to enable our customers to transform from a cost center to a profit center, increasing our ability to answer industry specific needs. We intend to augment and expand our offering of end-to-end solutions to maintain our industry leadership position.

Furthermore, we have extended the value of our solutions to the back office to enable real-time adherence as well as planning and optimization. Back office operations often employ a significantly larger workforce as compared to contact centers. Although the back office faces similar business issues to those faced by contact centers operations, it typically lacks solutions for effectively managing the workforce as well as ensuring efficiency and compliance.

Further enhance our position as the largest and broadest provider of a single financial crime, risk and compliance software platform for the financial services industry. Following our acquisition of Fortent, Inc. (please see Item 5, "Operating and Financial Review and Prospects—Recent Acquisitions" in this annual report) and its integration into our Actimize Ltd. ("Actimize") business, we continue to build the largest and broadest risk and financial crime solutions provider. The consolidation of financial crime management, coupled with the industry's evolution towards enterprise risk and compliance systems, need to monitor all channels, growing regulatory pressure and focus on costs reduction and productivity improvement, all point in the same direction. There is an opportunity for a vendor to emerge as the default choice for enterprise-wide cross-channel financial crime, risk and compliance solutions. We intend to augment and expand our offerings in this market to meet the growing needs of the industry and maintain our market leadership.

Drive deployment of end-to-end security solutions. Following the acquisition of Orsus Solutions Limited and certain of its subsidiaries, we are in a unique position to deliver a comprehensive solution that complements our proven surveillance, public safety and multimedia reconstruction capabilities, with an advanced security management solution that offers complete situational awareness, integrating information from multiple sensors. This end-to-end solution addresses market demand for a unified solution that eliminates information silos and enables security personnel to proactively mitigate risks through effective execution of optimal security operational procedures. We intend to leverage this broad solution portfolio to strengthen our market leadership and accelerate the penetration into transportation, financial services, critical facilities, city centers, government institutes and corporate facilities markets, while expanding the offering to our existing installed base.

Drive deployment of our solutions through value-added services. Our customers face diverse business and deployment challenges. We continuously develop our professional service organization that helps our customers capture the full value from our solutions. We help our customers analyze their business issues and re-engineer critical processes to address their specific needs. These value-added services should allow us to accelerate the market penetration of our advanced solutions and expand our offering to our installed base.

Expand and leverage our existing customer base, strategic alliances and global infrastructure. We believe there are abundant opportunities to up-sell and cross-sell within our existing customer base by increasing their use of the full breadth of our solutions and by migrating them to our next-generation portfolio. We also have strong strategic relationships with industry leaders in each of our sectors of operations, including contact center infrastructure and telephony vendors, financial trading floor solution providers, and security solutions providers. We intend to continue to leverage these relationships and invest in nurturing new strategic alliances to increase the value of our solutions to our customers, to strengthen our channels to market and to enhance our market position.

Continue to pursue selective acquisitions. We have a history of successful acquisitions, comprising fifteen transactions over the past nine years. We intend to continue augmenting our organic growth through additional acquisitions that broaden our product and technology portfolio, expand our presence in selected vertical markets and geographic areas, broaden our customer base, and increase our distribution channels and vertical market access.

Further enhance the integration between our businesses. We intend to continue increasing synergies between our Enterprise Customer Interactions, Financial Crime and Compliance and Security business units. We are aligning our field operations, creating joint product offerings and improving our systems and infrastructure. We will continue making efforts in this area, as we believe that a higher level of integration, knowledge sharing and alignment will enable us to increase revenues and improve our performance.

A. NICE Enterprise Solutions

NICE Enterprise solutions are comprised of two offerings, the Enterprise Customer Interaction offering and the Financial Crime and Compliance offering (NICE Actimize).

1. Customer Interaction Solutions

The NICE Enterprise Customer Interactions offering enables businesses to capture customer interactions and transactions, analyze them to reveal business insights, and apply these insights in real time to achieve a positive impact on the interaction and the business. NICE provides an integrated suite of products and solutions that help businesses grow revenue, enhance customer experience, improve regulatory compliance, and optimize contact center and back office operations. NICE Enterprise Customer Interactions solutions are implemented by contact centers of all sizes, financial institutions – including branches and trading floors, and back offices.

The NICE Enterprise Customer Interactions offering is comprised of four solution suites: NICE SmartCenter, NICE Financial Trading, Risk & Compliance Suite, NICE Back Office Suite and NICE Solutions for Small & Mid-sized Contact Centers and Branch Offices.

I. NICE SmartCenter is an integrated suite of targeted business solutions and best-in-class products that is capable of providing contact centers and sales and marketing organizations with the ability to capture customer interactions across all communication channels, including phone, surveys, email and Web, analyze them to discover valuable insights – such as customer purchase preferences, maximize workforce utilization and performance, and impact interactions as they occur.

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Our business solutions for contact centers and enterprises encapsulate industry best practices, pre-built content and closed-loop workflows that are integrated with real-time speech analytics and real-time decisioning and agent guidance, enabling organizations to address strategic business issues such as:

NICE SmartCenter Business Solutions

Optimizing Operational Efficiency

We provide solutions that help contact centers enhance operational efficiency that benefits the bottom line by optimizing handle time, improving agent productivity, reducing call volume, and effectively forecasting workloads and scheduling staff.

• · NICE First Contact Resolution enables organizations to measure the rate at which customer issues are resolved during the first contact and identify why others result in repeat contacts. By analyzing this data, they can take real-time action to increase first contact resolution, improve operational efficiency and increase customer satisfaction.
• · NICE Handle Time Optimization helps companies understand what drives high average handle time and then take action in real time to mitigate it, while preserving quality and customer service.
• · NICE Quality Optimization uses real-time, interaction analytics to analyze all customer interactions and measure key performance indicators (KPIs) for improving the quality of service provided by contact center agents. KPIs can be derived from telephony-based metrics such as average handle time, hold time and call transfers, as well as from speech analytics measures such as customer dissatisfaction and first contact resolution.

Growing Revenue

NICE SmartCenter Revenue Growth Solutions help businesses increase the number of sales attempts made by their contact center agents and improve sales conversion rates; identify and promote best practices for improving debt collection; and extract business intelligence from customer interactions to enhance marketing effectiveness.

• · NICE Sales Effectiveness uses real-time, interaction analytics technologies along with desktop analytics and text mining, to analyze and measure agents' sales attempt and success rates, identifying the root causes of customer objections, sales best-practices and agents struggling with poor sales skills. Based on this input, it defines business rules to identify sales opportunities, and leverages real-time guidance to assist agents in maximizing them.
• · NICE Collections Effectiveness identifies high performing collection agents and analyzes their interactions in order to uncover best practices and techniques. Based on these insights, it provides real-time next-best-action guidance to agents and identifies training opportunities for agents with a low contact rate or collection performance. The solution also helps companies understand the main reasons why customers don't pay their debts, use that insight to improve agent negotiation skills, and deliver real-time objection handling guidance. In addition, it analyzes all collection interactions in order to assure regulatory compliance.
• · NICE Marketing Effectiveness mines interactions for customer references to marketing campaigns and promotions and enables organizations to compare the effectiveness of different campaigns across different media. These insights are used to adjust and improve marketing campaigns and maximize their return on investment. The solution also collects valuable business intelligence.

Enhancing Customer Experience

NICE SmartCenter Customer Experience solutions enables organizations to provide a consistent and compelling customer experience across all communication channels; deliver a customer experience that differentiates them from their competitors; drive customer loyalty, which results in expanded wallet-share.

• · NICE Churn Reduction enables organizations to proactively identify customers at risk to churn though leveraging real-time speech analytics to analyze the customer experience. By integrating voice-based intelligence with CRM and business intelligence transactional data, the solution accurately identifies high-risk customers that would not be detected by a transactional model alone. It then guides retention agents in real time, helping them tailor retention offerings to the individual customer.
• · NICE Customer Satisfaction provides a comprehensive, accurate picture of the customer experience. It captures interactions and leverages NICE's technologies for speech analytics, emotion detection, call flow analytics and text mining, as well direct customer feedback, to automatically measure various customer experience-related key performance indicators (KPIs). It then uses real-time speech analytics to provide agents personalized real-time guidance and access to relevant data, enabling them to take the next-best-action that would improve the customer experience.

Improving Regulatory Compliance

We provide a number of solutions that enable organizations to proactively capture and retain all customer interactions across multiple touch points to help ensure compliance with government regulations and internal policies, as well as resolve disputes, perform investigations and verify sales.

• · NICE Process Enforcement, providing enterprise level support for ensuring compliance in real time, in contact centers, back offices and branches. It leverages the company's real-time decisioning technology to deliver context-sensitive instructions directly to employee desktops in real time, and ensure that such instructions are followed during every customer interaction.
• · Other capabilities include ensuring compliance with Payment Card Industry Data Security Standard (PCI DSS) in real-time; recording, management, and analysis of traders' mobile phone interactions; enabling financial institutions and contact centers handling financial transactions further improve risk management and better avoid regulatory breaches.

The NICE SmartCenter Core Products

NICE SmartCenter spans best-in-class capabilities for interaction capture, real-time cross-channel interaction analytics, workforce management, performance management, quality management, real-time process automation, and customer feedback.

• · NICE Interaction Management records interactions from various communication channels.
• · NICE Quality Management delivers comprehensive tools for implementing a multifaceted quality program encompassing agents, supervisors, evaluators and managers, and the ability to improve the quality and effectiveness of customer interactions in contact centers.
• · NICE Interaction Analytics utilizes a multi-dimensional analysis approach to analyze customer interactions across communication channels and in real-time. Provides automated business insight and root cause analysis based on speech analytics, E-mail and chat analytics, desktop analytics, call flow analytics and integration with external business data such as CRM systems.
• · NICE Real-time Process Optimization impacts interactions as they unfold through next-best-action agent guidance, cross-sell and up-sell recommendations and process automation. Helps contact centers to deliver efficient customer service, improve customer retention, and convert service calls into sales opportunities. It uses real-time decisioning technology to display relevant guidance to agents as they interact with customers on the phone.
• · NICE IEX Workforce Management forecasts customer interactions, schedules agents with appropriate skills to manage and optimize level of customer service and resources, measures agent and team performance and supports managing overall contact center performance.
• · NICE IEX Performance Manager maps enterprise business objectives to group and individual goals and tracks and reports performance against these goals.
• · NICE Customer Feedback collects real-time customer feedback after a call or any other type of interaction a customer has with the organization. It enables businesses to enhance customer satisfaction, calibrate quality measurements and optimize internal processes.

II. NICE Financial Trading, Risk & Compliance Suite delivers comprehensive, integrated capabilities to harness the complex, ongoing, high-risk exchange of interactions and transactions between traders, firms and their counterparties. The solutions enable organizations to capture, monitor and analyze interactions and transactions in real time to proactively minimize risks, detect potential regulatory breaches, counter fraudulent activities and improve investigative capabilities.

The NICE Financial Trading, Risk & Compliance Suite is comprised of a multi-channel capture platform, real-time interaction analytics, and business workflows.

III. NICE Back Office Suite extends front office operational efficiency into back office processing environments. It automates manual processes, integrates data collected directly from employee desktops, improves forecast accuracy, enables managers to view and manage resource capacity, and empowers employees to improve their own performance. In addition to these capabilities, the NICE Back Office Suite also provides tools to ensure internal and regulatory compliance, improve the quality of the work items being processed, and ultimately, elevate the level of service customers receive across the entire enterprise.

The NICE Back Office Suite combines NICE's workforce management solution with real-time guidance, process automation and compliance, as well as quality management and performance management.

IV. NICE Solutions for Small & Mid-sized Contact Centers (SMCC) and Branch Offices. NICE Perform eXpress is provided for small and medium-sized contact centers (SMCC) and branch offices that are also seeking a robust call recording to help ensure regulatory compliance and quality management. It is an easy-to-install, low-cost solution that is based on NICE's advanced interaction recording technology.

CyberTech Compliance Solutions

The CyberTech Compliance Solutions became part of our offering pursuant to the acquisition of CyberTech International completed on March 4, 2011. These are open and secure recording solutions, designed for use with industry standard hardware and software. The solutions can capture, store, retrieve and play back voice, radio and data communications. They can be used in traditional or IP telephony environments to deliver high quality voice recordings for a broad variety of applications including verification and compliance, dispute resolution, training and quality monitoring. The CyberTech Compliance Solutions are used by financial institutions and contact centers. By taking advantage of commercial off-the-shelf (COTS) hardware and customer provided network storage devices, the recording solutions can reduce an organization's total cost of ownership.

2. Financial Crime and Compliance Solutions (NICE Actimize)

NICE Actimize provides real-time financial crime, fraud prevention, anti-money laundering (AML), enterprise investigations, risk management, compliance and trading surveillance capabilities to financial institutions, government agencies, and related organizations across the globe. NICE Actimize's solutions monitor billions of transactions daily, enabling clients to mitigate financial crime risk, improve compliance, and reduce operational costs.

NICE Actimize's solutions are based on a scalable, proprietary software platform and flexible applications that address hundreds of compliance, fraud and money-laundering scenarios. Our solutions enable customers to detect anomalous transactions, generate alerts and facilitate corrective action.

I. NICE Actimize's Enterprise Risk Management technology enables a firm-wide approach to proactively addressing risk and compliance processes and investigations across the enterprise.

· Actimize Enterprise Risk Case Manager is a central platform for managing alerts, cases, investigations, link analysis, regulatory reporting, financial losses, oversight and more, depending on the individual solutions that are added to it. Through this modularity, it is able to meet the unique needs of securities compliance, financial crime, and corporate security organizations.

II. In the anti-fraud space, NICE Actimize offers a comprehensive suite of focused fraud prevention solutions, available individually or as an integrated whole, used in both real-time and batch processing to detect and prevent various types of fraud.

• · The Actimize Card Fraud Solution enables card issuers, acquirers and processors to detect fraudulent transactions across a variety of card types including ATM/Debit, credit, and prepaid, among others.
• · The Actimize Remote Banking Fraud Solution monitors online banking, call center, IVR and mobile banking channels to detect and prevent fraud perpetrated against monetary and non-monetary activities in real-time.
• · The Actimize Employee Fraud solution automates detection of common types of insider fraud activity such as policy violations, embezzlement, theft of customer or bank assets, and theft of customer data.
• · The Actimize Commercial Banking/Wire & ACH solution monitors electronic fund transfers (EFT) such as wire, ACH and external debit to detect suspicious activity and prevent commercial payments fraud with high-volume, real-time, transaction monitoring, alerting and blocking.
• · The Actimize Deposit Fraud solution minimizes deposit fraud losses with comprehensive account activity monitoring for both 'On-Us' and deposit fraud risk.
• · The Actimize Employee Trading Fraud solution is specifically designed for broker/dealers to detect suspicious trading scenarios and mitigate the risk of rogue trading losses.
• · The Actimize Remote Brokerage Fraud solution prevents securities fraud attacks by analyzing a wide range of data including trading, market, and session information to detect attacks.

III. In the anti money laundering (AML) space, NICE Actimize offers an end-to-end suite of (AML) solutions, available individually or as an integrated whole. The 2009 Fortent acquisition expanded and enriched the company's existing AML offering and further strengthened the firm's ability to apply proven best practices and technology to help financial institutions comply with anti-money laundering regulations from agencies around the world.

• · The Actimize Suspicious Activity Monitoring solution provides end-to-end coverage to identify and report suspicious transactions related to money laundering and terrorist financing, ensuring firms can meet current regulations and quickly adapt to the evolving regulatory environment.
• · The Actimize Watch List Filtering solution provides comprehensive screening against multiple watch lists, to identify and manage sanctioned or high-risk individuals and entities, with real-time name recognition capabilities.
• · The Actimize Know Your Customer Customer Due Diligence solutions provide integrated risk-based rating and continuous monitoring of accounts throughout the entire customer life cycle - from initial applicant onboarding to ongoing customer due diligence.

IV. In the brokerage compliance space, NICE Actimize offers solutions that enable brokerage firms and investment banks to effectively adhere to global regulatory requirements and organizational standards by monitoring a comprehensive range of financial products to prevent, detect, and deter non-compliant activities and improve risk and compliance performance.

• · The Actimize Institutional Surveillance package provides comprehensive compliance solutions for sales and trading practices and control room surveillance including specific tools for desk supervision and trade reporting practices. The solutions provide hundreds of proven detection models to identify and manage scenarios such as market manipulation and abuse, fair dealings with customers, and insider trading.
• · The Actimize Retail Surveillance package ensures sales practices compliance across the organization by monitoring transactions, accounts, sales representatives and branches. By providing electronic access and sign-off on individual trades, the solution enables comprehensive compliance across the organization and supports a broad range of Know Your Customer and Suitability matters.
• · The Actimize Employee Conflict of Interest package mitigates employee conflicts of interest and trading fraud by helping identify and prevent conduct that can lead to significant corporate damage. The solutions provide comprehensive detection and management of employee activities by analyzing transactions against rules mapped to the organization's policies and procedures, and automating the submission, review and approval process for employees' personal trades, gifts, outside business activities and more.
• · The Actimize Enterprise Conflicts Management solution suite goes beyond employee monitoring and offers a comprehensive approach to detect conflicts of interest on a global, enterprise-wide scale – before they occur. With out-of-the-box detection and investigation capabilities, automated surveillance, and end-to-end workflow management, audit, and reporting capabilities, the solution enables financial institutions to deploy consistent standards for detecting possible cases of conflicts of interest by monitoring for potentially unfair dealings, insider trading, inappropriate behavior, and personal dealing.

• · The Actimize MiFID Surveillance package is comprised of context-specific solutions to ensure complete compliance with the Markets in Financial Instruments Directive (MiFID). The solutions address best execution, suitability, client order handling, transaction reporting and conflicts-of-interest allowing organizations to flag violations in realtime, or near real-time, where required by the regulations.
• · The Actimize Energy Surveillance solution provides proactive surveillance of internal policies/risk limits and external regulatory issues, with the capability to correlate voice and trading activity, enabling organizations to adhere to energy trading standards set by the CFTC, FERC, FSA, and FTC.

B. NICE Security Solutions

The NICE Security offering addresses the needs of governments and enterprises to fight crime and terror, by anticipating, managing and mitigating safety, security and operational risks. The offering enables capturing, analysis and correlation of data from multiple sensors and systems, including audio, video, radio, geo-location and web, providing a framework for fusing data silos into a single, holistic operational view. NICE Security solutions empower organizations to act effectively in real time to prevent, manage and investigate incidents, ensuring fast resolution and debriefing, and continuous security improvements. NICE Security solutions are deployed worldwide in transportation systems, critical infrastructures, city centers and enterprise campuses.

The NICE Security offering is comprised of solutions that address the following needs:

I. Situation Management

Our situation management solution, NICE Situator, addresses the security operations needs of airports, public transport, seaports, critical infrastructure, city centers and corporate facilities, by enabling automatic situation planning, response and analysis in real-time to improve situational awareness and incident handling. It does this by integrating a wide array of sensors and security systems into a common operating picture, analyzing and correlating this information, and then applying standard operating procedures and automated response plans. Designed to promote an interoperable and open security ecosystem, NICE Situator is vendor agnostic, enabling security operations to leverage best of breed technologies that meet their specific needs. NICE Situator provides more than 170 gateways to different security and safety systems, including intrusion sensors, communication devices, web feeds, and databases, as well as access control, fire and safety, geo-location, building management and video surveillance systems.

II. Public Safety

We offer a comprehensive suite of public safety solutions. The solutions enable Emergency Services organizations worldwide and Communications and Command & Control Centers to be more effective at incident detection, verification, handling, investigation, resolution and prosecution.

• · Incident Information Management. Our incident information management solution, NICE Inform, helps emergency centers manage multimedia incident information efficiently and effectively. It captures and processes event information from a variety of media: audio, Computer-Aided Dispatch (CAD) systems, and Geographic Information Systems (GIS and others). This enables Public Safety personnel to accurately and efficiently reconstruct and investigate events.
• · Audio Recording. We offer a wide range of recording platforms that address the needs of command and control centers. These solutions can automatically record, analyze, store, quickly retrieve and instantly replay Time-Division Multiplexing (TDM) and IP voice calls. TDM and VoIP recordings can be used to ensure compliance with regulations, provide audio evidence, and manage and improve departmental quality and productivity.

We also offer a trunked radio recording solution for recording the radio communications between emergency services personnel and the command and control center. The solution captures all traffic on the emergency services communication network, delivering instant verification, mission-critical reliability and resilience, legally admissible records, and accurate incident reconstruction.

We also offer capabilities for recording all types of voice communications between aircraft, Air Traffic Control operations and ground personnel.

· *Next Generation Emergency Call Management.*Our incident information management solution, NICE Inform, is next generation ready. It can reconstruct emergency calls and events using voice, text, data or any other type of media incident information that may come in today. In addition, its open architecture and integration capabilities mean it can seamlessly support any current or future media formats and standards— text messaging (SMS) and multimedia messaging (MMS).

Our solutions for intelligence, law enforcement, and video surveillance are also benefitting the Public Safety sector, as well as other types of security areas, discussed in more detail below.

III. Surveillance

Our surveillance solutions protect people, places and assets by enabling organization to anticipate and identify potential risk or unfolding events, minimize risks in real time as well as during the investigative process in order to bring to justice, debrief and improve security.

The NICE surveillance portfolio includes:

· NiceVision Net - an enterprise-class, open-platform IP-based system that provides continuous surveillance coverage and control for your security-conscious environment. As a complete end-to-end IP video surveillance system, each component of NiceVision Net is managed from the central NiceVision ControlCenter. It includes Smart Video Recorders (SVRs), video analytics, advanced 24x7 video capabilities, high-performance encoders and decoders, extensive event management and control room visualization. NiceVision Net is available for small, mid-sized, and large scale deployments, respectively.

• · The NiceVision Digital offering provides digital video recording capabilities for three types of implementations: NiceVision Pro, for high quality video, massive best-ofbreed digital recording capabilities, advanced video networking and video analytics; NiceVision Alto, high-resolution video and video analytics for the mid- to high-end security market; and NiceVision NVSAT, a smart video CODEC for the encoding and streaming of high quality video over Internet Protocol (IP) networks as well as performing real-time distributed video analysis.
• · NiceVision Fast Alpha Silver is an advanced, Internet Protocol (IP)-based MPEG-2 and MPEG-4 video and audio recording portfolio.

IV. Intelligence and Law Enforcement

NiceTrack is our solution suite that intelligence organizations and national security agencies use to fight organized crime, drug trafficking and terrorist activities. It enables interception of all types of communications and generates comprehensive intelligence. It offers a unified set of solutions for the collection, processing and analysis of both telephony and Internet data for law enforcement, intelligence agencies and internal security organizations. The solution provides a complete suite of operational tools and applications, which ensure that meaningful, mission-critical information is delivered on time to security decision makers and operational staff, enabling them to detect threats and achieve a fast and appropriate response.

Strategic Relationships

We sell our solutions and products worldwide both directly to customers and indirectly through selected partners to better serve our global customers. Our partners include a variety of sales channels, including service providers, system integrators, distributors, value added resellers and complimentary technology vendors. They are industry leaders who form a vital network for selling and supporting NICE solutions and products. For our business partners, we have established the NICE Business Partner Program, which provides full support and a broad portfolio of sales supporting tools to help them promote and sell the NICE offering, driving mutual revenue growth and success.

Through a well-defined collaborative framework, the NICE Business Partner Program aligns and supports the business goals of both NICE and our business partners. Its multitiered structure recognizes both commercial achievement and certification in selling and supporting specific NICE offerings.

We also have strategic technology partnerships in place to ensure full integration with NICE's offerings to deliver value added capabilities that address a variety of environments.

For our contact center customers, we have entered into global distribution agreements as well as alliance and partnership programs with leading vendors, including Alcatel-Lucent, Amdocs, Avaya, BT and Cisco. Our agreement with Avaya is a framework agreement with industry standard terms for transactions in the ordinary course of business. The agreement is non-exclusive and automatically renews for successive one year periods. In the financial institutions market, we have established marketing, sales and support arrangements with leading suppliers of complementary products and services, including, among others, BT Group PLC, FIS, IBM, IPC and Orange Business Services. These companies market and distribute our products to their customers either as stand-alone solutions or as integrated parts of their own solutions. In the security markets, we have formed alliances for the co-marketing, distribution and implementation of our products with leading companies, including Cassidian Communications, EADS, Honeywell, Motorola, Raytheon Company, SAIC, Siemens and Thales.

Service and Support

Our Services organization simplifies implementation and technical integration for our customers, improves their business processes, and ensures the maximum, ongoing value— through training and support— of their NICE product implementation.

Our Services organization employs a combination of trained experts, proven tools and methodologies, and a rich portfolio of service offerings to address all stages of the lifecycle of NICE technology: planning, design, implementation and optimization.

With our global presence, we support deployments virtually anywhere in the world. NICE Services teams also collaborate with our customers globally across multiple locations, as needed. Our services can be adjusted according to local needs and resources, language requirements and any unique situation in individual facilities.

Our Services offerings include:

• · Business Consulting to help our customers fine-tune their business operations by leveraging and integrating NICE enterprise solutions and products into their daily practices. NICE Business Consulting Services are based on the NICE Business Value Initiative, an integrated practice using a multidisciplinary business consulting approach.
• · Technical Consulting Services are delivered by our solution architects and experts who provide technical expertise to integrate NICE business and security solutions into the enterprise architecture, aligning IT infrastructure with business strategies.
• · Solution Implementation by NICE is a delivery approach that orchestrates several services to tailor NICE solutions according to overall operational, security and business needs.
• · Customer Training Services empower NICE users with knowledge and skills to take full advantage of our solutions' capabilities.

We deliver proactive maintenance and upgrades for installed systems and offer flexible service level agreements (SLAs) to meet the level of service our customers need. Expert NICE engineers and maintenance specialists are on call for customers addressing any hardware or software issue that may arise.

As a global organization, we provide quality support virtually anywhere. NICE technology is deployed, either through our own support organization or through authorized partners around the world.

Our systems are generally sold with a warranty for repairs of hardware and software defects and malfunctions. Our customers may renew maintenance agreements from our dealers or directly from us. Software maintenance includes an enhancement support program with ongoing delivery of "like-for-like" unspecified upgrade releases, service packs and hot fixes as well as customized periodic maintenance, all done remotely.

Analytics Consulting Services are delivered by our analytics experts who provide tuning services for a specific client environment and business challenges. The result of such work is an overall improvement of the application performance, reducing false positive and improving detection rates.

Manufacturing and Source of Supplies

Our products are built in accordance with industry standard infrastructure and are PC compatible. The hardware elements in our products are based primarily on standard commercial off-the-shelf components and utilize proprietary in-house developed circuit cards and algorithms and digital processing techniques and software. We also have "software only" solutions for use on standard commercial servers.

We manufacture our products through subcontractors, with the exception of CyberTech products that are manufactured by us. Under manufacturing agreements with Flextronics Israel Ltd. ("Flextronics"), a subsidiary of a global electronics manufacturing services provider, and with Bynet Communications Ltd. ("Bynet"), Flextronics and Bynet provide us with turnkey manufacturing solutions including order receipt purchasing, manufacturing, testing, configuration, inventory management and delivery to customers. These agreements cover all of our product lines, including our voice recording family of products, our video product lines, our upgrade lines and our spare parts and return material authorization (RMA). NICE is entitled to, and exercises, various control mechanisms, and supervision over the entire production process. In addition, Flextronics, the manufacturer of almost all of our products, is obligated to ensure the readiness of a back-up site, in the event that the main production site is unable to operate as required. We believe these outsourcing agreements provide us with a number of cost advantages due to Flextronics' and Bynet's large-scale purchasing power, and greater supply chain flexibility.

Some of the components we use have a single approved manufacturer while others have two or more options for purchasing. In addition, for some of the components and subassemblies we maintain an inventory to limit the potential for interruption. We also carry out relationships directly with some of the more significant manufacturers of our components. Although certain components and subassemblies we use in our existing products are purchased from a limited number of suppliers, we believe that we can obtain alternative sources of supply in the event that such suppliers are unable to meet our requirements in a timely manner.

Quality control is conducted at various stages at our manufacturing outsourcers' facilities and at their subcontractors' facilities. We generate reports to monitor our operations, including statistical reports that track the performance of our products from production to installation. This comprehensive data allows us to trace failure and to perform corrective actions accordingly.

We have qualified for and received the ISO-9001:2000 quality standard for all of our products, as well as the ISO 27001 and ISO 14001:2004 certifications.

Research and Development

We believe that the development of new products and the enhancement of existing products are essential to our future success. Therefore, we intend to continue to devote substantial resources to research and new product development, and to continuously improve our systems and design processes in order to reduce the cost of our products. Our research and development efforts have been financed through our internal funds and programs sponsored through the Government of Israel and the European community. We believe our research and development effort has been an important factor in establishing and maintaining our competitive position. Gross expenditures on research and development in 2008, 2009 and 2010 were approximately $83.3 million, $82.4 million and $102.2 million, respectively, of which approximately $3.6 million, $3.8 million and $3.8 million, respectively, were derived from third-party funding, and $1.3 million, $1.2 million and $1.3 million, respectively, were capitalized software development costs.

In 2010, we were qualified to participate in 11 programs funded by the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor ("OCS") to develop generic technology relevant to the development of our products. Such programs are approved pursuant to the Law for the Encouragement of Industrial Research and Development, 1984, or the Research and Development Law, and the regulations promulgated thereunder. We were eligible to receive grants constituting between 40% and 66% of certain research and development expenses relating to these programs. Some of these programs are members of programs approved for companies with large research and development activities and some of these programs are members of certain Magnet consortiums. Accordingly, the grants under these programs are not required to be repaid by way of royalties. However, the restrictions of the Research and Development Law described below apply to these programs. In 2008, 2009 and 2010, we received a total of $3.5 million, $3.6 million and $3.5 million from the OCS programs, respectively, and we anticipate receiving approximately $0.7 million in 2011 from 2010 programs.

We previously received grants from the OCS under its "standard" programs, usually constituting a grant of up to 50% of certain approved research and development expenses, for the research and development of certain approved know-how. Under the terms of these programs, a grant recipient is required to pay royalties of 3% to 5% of the revenues derived from products developed pursuant to such programs or deriving therefrom and related services. Generally, the royalties are required to be paid beginning with the commencement of sales of such products and ending when 100% of the grant is repaid in NIS, linked to the U.S. dollar plus LIBOR interest. In 2008, 2009 and 2010 we received no such grants. In 2007 we received grants in the amount of $0.8 million, solely with respect to Actimize's standard OCS program. Upon the acquisition of Actimize, we decided to terminate the royalty bearing obligations under Actimize's standard OCS program. In March 2008, we paid the OCS $4.4 million in respect of the outstanding royalty obligations under such program. Notwithstanding the termination of such royalty obligations, the restrictions of the Research and Development Law described below still apply to this program.

The Research and Development Law generally requires that the product incorporating know-how developed under an OCS-funded program be manufactured in Israel. However, upon the approval of the OCS (or notification in the event set forth below, as the case may be), some of the manufacturing volume may be performed outside of Israel, provided that the grant recipient pays royalties at an increased rate, which may be substantial, and the aggregate repayment amount is increased, which increase might be up to 300% of the grant (depending on the portion of the total manufacturing volume that is performed outside of Israel). Following notification (rather than approval) to the OCS (and provided the OCS did not object), up to 10% of the grant recipient's approved Israeli manufacturing volume, measured on an aggregate basis, may be transferred out of Israel, subject to payment of the increased royalties referenced above. The OCS is also authorized to approve the transfer of manufacturing rights outside of Israel in exchange for an import of different manufacturing into Israel as a substitute, in lieu of the increased royalties. The Research and Development Law also allows for the approval of the program in cases in which the applicant declares that part of the manufacturing will be performed outside of Israel or by non-Israeli residents and the OCS is convinced that doing so is essential for the execution of the program. This declaration will be a significant factor in the determination of the OCS whether to approve a program and the amount and other terms of benefits to be granted. The increased royalty rate and repayment amount will be required in such cases.

The Research and Development Law also provides that know-how developed under an approved research and development program may not be transferred to third parties in Israel without the approval of the OCS. Such approval is not required for the sale or export of any products resulting from such research or development. The Research and Development Law further provides that the know-how developed under an approved research and development program may not be transferred to any third party outside Israel, except in certain circumstances and subject to prior OCS approval. The OCS may approve the transfer of OCS-funded know-how outside Israel in the following cases: (a) the grant recipient pays to the OCS a portion of the sale price paid in consideration for such OCS-funded know-how or in consideration for the sale of the grant recipient itself, as the case may be (according to certain formulas); or (b) the grant recipient receives know-how from a third party in exchange for its OCS-funded know-how; or (c) such transfer of OCS-funded know-how arises in connection with certain types of cooperation in research and development activities.

The Research and Development Law imposes reporting requirements with respect to certain changes in the ownership of a grant recipient. The law requires the grant recipient and its controlling shareholders and non-Israeli interested parties to notify the OCS of any change in control of the recipient, or a change in the holdings of the means of control of the recipient that results in a non-Israeli becoming an interested party directly in the recipient, and requires the new non-Israeli interested party to undertake to the OCS to comply with the Research and Development Law. In addition, the rules of the OCS may require prior approval of the OCS or additional information or representations in respect of certain of such events. For this purpose, "control" is defined as the ability to direct the activities of a company other than any ability arising solely from serving as an officer or director of the company. A person is presumed to have control if such person holds 50% or more of the means of control of a company. "Means of control" refers to voting rights or the right to appoint directors or the chief executive officer. An "interested party" of a company includes a holder of 5% or more of its outstanding share capital or voting rights, its chief executive officer and directors, someone who has the right to appoint its chief executive officer or at least one director, and a company with respect to which any of the foregoing interested parties owns 25% or more of the outstanding share capital or voting rights or has the right to appoint 25% or more of the directors. Accordingly, any non-Israeli who acquires 5% or more of our ordinary shares or ADSs will be required to notify the OCS that it has become an interested party and to sign an undertaking to comply with the Research and Development Law.

The funds available for OCS grants out of the annual budget of the State of Israel were reduced in recent years, and the Israeli authorities have indicated in the past that the government may further reduce or abolish OCS grants in the future. Even if these grants are maintained, we cannot presently predict what would be the amounts of future grants, if any, that we might receive.

In the past we were selected to participate in the European Community Framework Programme for Research, Technological Development and Demonstration, which funds and promotes research. There are no royalty obligations associated with receiving such funding. From time to time we may apply for new grants under the Framework Programme. During 2010 we were selected to participate in an FP-7 program. The program will commence in 2011and will continue for three and half years, with a total expected grant of EUR 465,651,

Intellectual Property

We currently rely on a combination of trade secret, patent, copyright and trademark law, together with non-disclosure and non-compete agreements, to establish and/or protect the technology used in our systems.

We currently hold 77 U.S. patents and 81 patents issued in additional countries covering substantially the same technology as the U.S. patents. We have over 93 patent applications pending in the United States and other countries. We believe that the improvement of existing products, and the development of new products are important in establishing and maintaining a competitive advantage. We believe that the value of our products is dependent upon our proprietary software and hardware continuing to be "trade secrets" or subject to copyright or patent protection. We generally enter into non-disclosure and non-compete agreements with our employees and subcontractors. However, there can be no assurance that such measures will protect our technology, or that others will not develop a similar technology or use technology in products competitive with those offered by us. In most of the areas in which we operate, third parties also have patents which could be found applicable to our technology and products. Such third parties may include competitors, as well as large companies, which invest millions of dollars in their patent portfolios, regardless of their actual field of business. Although we believe that our products do not infringe upon the proprietary rights of third parties, there can be no assurance that one or more third parties will not make a contrary claim or that we will be successful in defending such claim.

From time to time, we receive "cease and desist" letters claiming patent infringements. However, no formal claims or other actions have been filed with respect to such alleged infringement, except for claims filed by Dictaphone, Verint America Inc. and Multi-Format, Inc. (all of which have since been settled and dismissed) and Fair Isaac Corporation (for further information please see Item 8, "Financial Information—Legal Proceedings" in this annual report). We cannot assure you, however, that we will be successful in defending such claims, if asserted, or that infringement claims or other claims, if asserted, will not have a material adverse effect on our business, financial condition and results of operations. Defending infringement claims or other claims could involve substantial costs and diversion of management resources. In addition, to the extent we are not successful in defending such claims, we may be subject to injunctions with respect to the use or sale of certain of our products or to liabilities for damages and may be required to obtain licenses which may not be available on reasonable terms.

We own the following trademarks and/or registered trademarks in different countries: ACTIMIZE, Actimize logo, Alpha, Customer Feedback, e-Glue Interact, FAST, FAST alpha Silver, Fortent, Fortent Logo, IEX, Insight from Interactions, Intent. Insight. Impact., Interaction Capture Unit, Know More, Risk Less, Last Message Replay, Mass Detection, Center, Mirra, My Universe, NICE, NICE Analyzer, NICE Inform, NICE Logo, NICE Perform, NICE Situator, NICE SmartCenter, NICE Storage Center, NICE Systems, NiceCall, NiceCall Focus, NiceLog, NiceTrack, NiceTrack IP Probe, NiceTrack Location Tracking, NiceTrack Mass Detection Center, NiceTrack Monitoring Center, NiceTrack Pattern Analyzer, NiceTrack Traffic Analysis, NiceVision, NiceVision Alto, NiceVision Analytics, NiceVision ControlCenter, NiceVision Digital, NiceVision Net, NiceVision NVSAT, NiceVision Pro, Open Situation Management, Playback Organizer, Scenario Replay, Searchspace, Syfact, Syfact Investigator, TotalView.

Regulation

Export Restrictions

The export of certain defense products from Israel, such as our NiceTrack line of products, requires a permit from the Israeli Ministry of Defense (MOD). In addition, the sale of products to certain customers, mostly armed forces, also requires a permit from the Israeli Ministry of Defense. In 2010, the vast majority of our sales were not subject to such permit requirements. To date, we have encountered no difficulties in obtaining such permits. However, the MOD notifies us from time to time not to conduct business with specific countries that are undergoing political unrest, violating human rights or exhibiting hostility towards Israel, or imposes certain requirements as a condition to NICE being permitted to export products which are under the control of the MOD. We may be unable to obtain permits for our defense products we could otherwise sell in particular countries in the future.

We may also be subject to applicable export control regulations in other countries from which we export goods and services, including the United States. Such regulations may apply with respect to product components that are developed or manufactured in the United States, or with respect to certain content contained in our products. There are restrictions that apply to software products that contain encryption functionality, especially in the United States and Israel. In the event that our products and services are subject to such controls and restrictions, we may be required to obtain an export license or authorization and comply with other applicable requirements pursuant to such regulations.

European Environmental Regulations

Our European activities require us to comply with Directive 2002/95/EC of the European Parliament on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment ("RoHS"), which came into effect on July 1, 2006. This directive provides that producers of electrical and electronic equipment may not place new equipment containing lead, mercury, cadmium, hexavalent chromium, polybrominated biphenyls and polybrominated diphenyl ethers, in amounts exceeding certain maximum concentration values, on the market in the European Union. Our products meet the requirements of the RoHS directive and we are making every effort in order to maintain compliance, without adversely affecting the quality and functionalities of our products. If we fail to maintain compliance, including by reason of failure of our suppliers to comply, we may be restricted from conducting certain business in the European Union, which could adversely affect our results of operations.

Our European activities also require us to comply with Directive 2002/96/EC of the European Parliament on Waste Electrical and Electronic Equipment ("WEEE"). The WEEE directive covers the labeling, recovery and recycling of IT/Telecommunications equipment, electrical and electronic tools, monitoring and control instruments and other types of equipment, devices and items, and already partly came into effect on August 13, 2005. Our products fall within the scope of the WEEE directive, and we have set up the operational and financial infrastructure required for collection and recycling of WEEE, as stipulated in the WEEE directive, including product labeling, registration and the joining of compliance schemes. We are taking and will continue to take all requisite steps to ensure compliance with this directive. If we fail to maintain compliance, we may be restricted from conducting certain business in the European Union, which could adversely affect our results of operations.

Similar regulations are being formulated in other parts of the world. We may be required to comply with other similar programs that might be enacted outside Europe in the future.

Competition

The market for our customer interaction solutions is highly competitive and includes numerous products offering a broad range of features and capabilities. As the market is still developing, we anticipate that a number of our existing and potential competitors will be introducing new and enhanced products. Some of our competitors in the digital voice recording and contact center solutions include, among others, Aspect Software, Inc., Interactive Intelligence Inc., Autonomy Corp. (formerly e-talk),eLoyalty, Genesys Telecommunicatons, Nexidia and Verint Systems Inc.

We believe that competition in the evolving enterprise interaction solutions market is based on a number of factors related to the product offering and business model. With respect to products, we consider breadth of offering, application functionality, system performance and reliability, the ability to integrate with a variety of external computer and communications systems and ease of use as key factors. With respect to the business model, we consider marketing and distribution capacity, price and global service and support capacity as key factors. We believe that NICE solutions have a competitive advantage based on their ability to service large, multi-site, multi-channel contact centers and their holistic integration of various unstructured data sources, their ability to extract insight with a multi-dimensional approach, their wide-range connectivity and compatibility with telephone and computer networks and their ease of use. We believe that we have a competitive advantage because of the strength of our installed customer base, size and capabilities of our global distribution network, our business partners, and our global service and support capacity.

The market for financial crime and compliance risk management software, which has emerged only in recent years, is highly competitive and fragmented. The market is influenced by the introduction of new regulations and financial crime patterns impacting the financial services industry. While no single company competes with us across all of our solution areas, we face significant competition with respect to each solution that we offer. We believe that the principal competitive factors in this market include our dedication to the financial services (and related) market, deep domain expertise, speed of development, ability to provide service across the enterprise using one core platform and our ability to serve specific "point" solutions. Our software solutions compete with software internally developed by financial services institutions, as well as software and other solutions offered by commercial competitors, that include ACI Worldwide, FICO, Mantas, Inc., Norkom Group plc, Oracle Corporation, SAS Institute Inc. and Sungard Data Systems Inc.

Traditionally, public safety customer voice recording requirements for emergency phones and radio were relatively basic. As the command and control center is becoming more complex and advanced systems are being deployed, and as more trunk radio and IP-based systems are offered, the recording system has to be integrated with these systems. Our ability to deliver a more integrated and sophisticated recording system that can capture voice, video, data and meta-data information from trunk radio systems and computer aided dispatch, or CAD, systems, positions our products above the competition mainly in the large high-end emergency centers. In addition, we believe that applications for scenario reconstruction of an incident connecting multimedia sources (including voice), video, data, GIS and meta-data together give us an advantage over the competition. Some of our competitors in the public safety market include ASC Telecom, AudioSoft, Redbox Recorders and Verint Systems. There are several competitors who have products that compete with our video platform and applications. Our main competitors in this market are Bosch, Genetec Inc., IndigoVision, Milestone Systems A/S, ONSSI, Schneider Electric (formerly Pelco) and Verint Systems. We believe that our approach to provide a full solution based on our self-developed recording, management software, networking devices and real-time content analysis, as well as open interfaces to third party devices and applications, creates a competitive advantage in this market.

There are a few competitors who have products in the Physical Security Information Management (PSIM) market that compete with our Situator platform. These include VidsSys, CNL and Proximex. We believe that with the vast amount of system and sensor integrations our open platform enables the specific added value and knowhow for each vertical and existing customer base offer a unique offering for PSIM and Situation Management.

There are a number of competitors in the telecommunications monitoring market, having products competing with our NiceTrack system, the major ones being Atis, ETI, JSI Telecom, Pen-link Ltd., SS8 Networks, Inc., Trovicor and Verint Systems. We believe that our solution offers innovations that provide law enforcement agencies and intelligence organizations the tools and capabilities they require to meet the challenges of today's advanced telecommunications world.

Organizational Structure

The following is a list of our significant subsidiaries, including the name, country of incorporation or residence, and the proportion of our ownership interest in each.

	Country of Incorporation	Percentage of Ownership
Name of Subsidiary	or Residence	Interest
Nice Systems Australia PTY Ltd.	Australia	100%
NICE Systems Technologies Brasil LTDA	Brazil	100%
NICE Systems Canada Ltd.	Canada	100%
Nice Systems S.A.R.L.	France	100%
NICE Systems GmbH	Germany	100%
NICE APAC Ltd.	Hong Kong	100%
NICE Systems Kft	Hungary	100%
Nice Interactive Solutions India Private Ltd.	India	100%
Nice Technologies Ltd.	Ireland	100%
Actimize Ltd.	Israel	100%
e-Glue Software Technologies Ltd.	Israel	100%
Nice Japan Ltd.	Japan	100%
CyberTech B.V	Netherlands	100%
IEX Corporation BV	Netherlands	100%
Nice Systems (Singapore) Pte. Ltd.	Singapore	100%
Nice Switzerland AG	Switzerland	100%
Actimize UK Limited	United Kingdom	100%
CyberTech UK Limited	United Kingdom	100%
Fortent Limited	United Kingdom	100%
NICE Systems UK Ltd.	United Kingdom	100%
Actimize Inc.	United States	100%
Cybertech North Amercica LLC	United States	100%
e-Glue USA, Inc	United States	100%
Fortent Americas Inc	United States	100%
IEX Corporation	United States	100%
Nice Systems Inc.	United States	100%
Nice Systems Latin America, Inc.	United States	100%

Property, Plants and Equipment

Our executive offices and engineering, research and development operations are located in Ra'anana, Israel, where we occupy the following facilities:

· Ra'anana Central Offices, which occupies approximately 140,000 square feet of space, pursuant to a lease expiring in January 2013. The annual rent and maintenance fee for the facility is approximately $3.6 million, paid partially in NIS linked to the Israeli consumer price index and partially linked to the U.S. consumer price index.

A new lease agreement was signed in December 2010 for our Northern Ra'anana facilities. Pursuant to this new arrangement, the North Ra'anana offices include two buildings, which occupy: (i) approximately 100,000 square feet, with an annual rent and maintenance fee of approximately $2.6 million, paid in NIS and linked to the Israeli consumer price index, and (ii) approximately 63,700 square feet, with an annual rent and maintenance fee for this facility of approximately $1.6 million, paid in NIS and linked to the Israeli consumer price index. An additional third building is still under construction and will provide for an additional 130,000 square feet, with an annual rent and maintenance fee of approximately $3.5 million, as of November 2012. The lease for these three buildings in our Northern Ra'anana facilities will expire in December 2022 and will fully replace the Ra'anana Central Offices as of January 2013.

We have leased various other offices and facilities in several other countries. Our material leased facilities consist of the following:

• · Our North American headquarters in Rutherford, New Jersey, which occupy approximately 36,700 square feet. We also have additional offices in New York, which occupy 48,000 square feet;

• · Our office in Denver, Colorado, which occupies approximately 27,063 square feet;

• · Our office in Richardson, Texas, which occupies approximately 37,564 square feet;

• · Our office in Southampton, U.K., which occupies approximately 23,428 square feet. We also have additional offices in the U.K. which occupy approximately 8,252 square feet;

• · Our office in the Netherlands, which occupies approximately 32,290 square feet; and

• · Our office in Hong Kong, which occupies approximately 9,506 square feet.

We believe that our existing facilities are adequate to meet our current and foreseeable needs.

Item 4A. Unresolved Staff Comments.

None.

Item 5. Operating and Financial Review and Prospects.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes and other financial information included elsewhere in this annual report. This discussion contains certain forward-looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those set forth under Item 3, "Key Information Risk Factors" and elsewhere in this report, our actual results may differ materially from those anticipated in these forward-looking statements. For more information about forward-looking statements, see the Preliminary Note that precedes the Table of Contents of this annual report.

Overview

We are a worldwide leader of intent-based solutions that capture and analyze interactions and transactions, realize intent, and extract and leverage insights to deliver impact in real time. Across our businesses, our solutions capture unstructured data from various customer touch points, financial transaction channels and security related sensors. Through cross-channel analytics capabilities, the intent that underlies the data is revealed and insights are delivered to the organization. Our real-time impact solutions drive personalized response to these insights during the interaction, transaction or event, taking into account the specific context. NICE solutions enable organizations to improve business performance, increase operational efficiency, prevent financial crime, ensure compliance, and enhance safety and security.

NICE's offerings for the enterprise, financial crime and security sectors serve three main needs: improving business performance, decreasing financial risk, and enhancing safety and security. NICE solutions capture interactions, transactions and data from multiple sources, systems and sensors, including telephones, emails, video, radio, geo-location, web and more. They provide valuable insight about the business or security situation by applying real-time, cross-channel analytics to realize the intent of customers, and criminals such as terrorists or fraudsters, to enable proactive response for real-time impact.

52

We serve organizations in the enterprise, financial crime and security sectors representing a variety of sizes and industries. Our enterprise customers span a variety of industries, such as financial services, telecommunications, healthcare, outsourcers, retail, media, travel, service providers, utilities and others. Our financial crime solutions primarily serve financial services organizations. Our security solutions are tailored to protect city centers, transportation systems, critical infrastructure, enterprise campuses and more.

Our products are sold primarily through a global network of distributors, system integrators and strategic partners; a portion of product sales and most services are sold directly to end-users. One distributor accounted for approximately 13% of revenues in 2008 and less than 10% of revenues in 2009 and 2010.

Recent Acquisitions

The following acquisitions were accounted for by the acquisition method of accounting, and, accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The results of operations related to each acquisition are included in our consolidated statement of income from the date of acquisition.

On March 4, 2011, we completed the acquisition of CyberTech International ("CyberTech"), a global provider of compliance recording solutions and value-added applications*.* We acquired CyberTech for total cash consideration of approximately $60 million. The addition of CyberTech solutions to the NICE portfolio will broaden our offering for financial institutions, strengthen our commitment to the small and medium size business sector, and add to our public safety solutions. It will also enhance our positioning in EMEA and provide a product set that meets the needs of emerging markets, by offering a solution that accommodates large scale implementations with entry-level requirements.

On July 15, 2010, we completed the acquisition of e-Glue Software Technologies, Inc. ("e-Glue"), a leading provider of real-time decisioning and guidance solutions. The acquisition was for total consideration of approximately $26 million in cash and up to $6 million based on a performance earn-out. We believe that our customers will benefit from the strategic expansion of our enterprise contact center and back office offering, enhancing and further impacting compliance adherence, operational efficiency, customer experience and sales and marketing effectiveness, enabling our organization to become more customer-centric.

On May 25, 2010, we completed the acquisition of Lamda Communication Networks Ltd., a provider of satellite communications interception technology based in Israel. The acquisition was for total consideration of approximately $5 million in cash and up to $3 million based on a performance earn-out. Lamda's unique technology addresses the growing demand for satellite communication interception capabilities and enables law enforcement, internal security and intelligence agencies to fight crime and terror more effectively. The addition of Lamda`s satellite communication interception technology will enhance our existing capabilities and complement the current offering of advanced applications such as monitoring, traffic analysis and voice analytics.

On January 11, 2010, we completed the acquisition of certain assets and liabilities of Orsus Solutions Limited and certain subsidiaries of Orsus (collectively, "Orsus"), a leading provider of Security Management Solutions. The acquisition was for total consideration of approximately $21 million in cash. Orsus' flagship solution, Situator, provides a framework for fusing data silos from disparate security and safety systems as well as multiple command and control centers, into a single, holistic operational view and automating security procedures.

On August 31, 2009, we completed the acquisition of the voting securities of certain subsidiaries of Fortent, Inc. ("Fortent"), a leading provider of analytics based Anti-Money Laundering and financial crime prevention software solutions for the financial services industry. Fortent became part of our Actimize business, with the Fortent team becoming an integral part of the Actimize team. The acquisition was for total consideration of approximately $73 million in cash. Fortent is known for its anti-money laundering deployments and expertise within the world's tier-one financial institutions and for its advanced statistical profiling analytics technology.

On August 31, 2009, we completed the acquisition of Hexagon System Engineering Ltd. ("Hexagon"), an Israel-based company that provides cellular location tracking technology, for approximately $7.8 million in cash and additional contingent consideration of up to $2.5 million in cash. Hexagon's unique technology enables law enforcement, internal security, and intelligence agencies to fight crime and terror more effectively.

On June 17, 2009, we completed the acquisition of the assets of Syfact, for approximately $4.4 million in cash. Syfact is a pioneer of enterprise investigative case management solutions. Syfact provides innovative investigative case management solutions, best practices and technologies that simplify and enrich the most complex fraud, money laundering, customer due diligence and corporate security investigations.

On April 28, 2008, NICE CTI Systems UK Limited completed the acquisition of certain assets of AVT Systems Limited ("AVT"), for approximately $6.2 million in cash. The business acquired includes the sale, distribution, service, maintenance and support of NICE voice recording solutions (hardware and software and associated services) in the United Kingdom.

On April 8, 2008, we acquired certain assets, shares and business from Quality Plus Group Ltd., a U.K.-based value-added distributor of NICE's contact center solutions, and its affiliates ("QPC"), for approximately $12.6 million in cash. The business acquired includes the sale, distribution, service, support, maintenance and development of workforce management solutions and associated services as conducted by QPC in the U.K., Sweden and Australia.

Off-Balance Sheet Transactions

We have not engaged in nor been a party to any off-balance sheet transactions, as defined in Item 5 of Form 20-F.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires management to make judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that the significant accounting policies which affect its more significant judgments and estimates used in the preparation of the Consolidated Financial Statements and those that are the most critical to aid in fully understanding and evaluating our reported results include the following:

• · Revenue recognition
• · Allowance for doubtful accounts
• · Impairment of long-lived assets
• · Taxes on income
• · Contingencies
• · Business combination
• · Stock-based compensation
• · Valuation of investment in marketable securities

Revenue Recognition. We derive our revenues primarily from two sources: product revenues, which include hardware and software sales; and service revenues, which include support and maintenance, installation, project management, customization, consulting and training revenue. Revenue related to sales of our products is generally recognized when persuasive evidence of an agreement exists, the product has been delivered and title and risk of loss have passed to the buyer, the sales price is fixed or determinable, and collectability is probable. Sales agreements with specific acceptance terms are not recognized as revenue until either the customer has confirmed that the product or service has been accepted or as the acceptance provision has lapsed.

Revenues from maintenance and professional services are recognized ratably over the contract period or as services are performed.

For arrangements with multiple elements, we allocate revenue to each component of the arrangement using the residual value method based on vendor specific objective evidence ("VSOE") of the undelivered elements. This means that we defer the arrangement fee equivalent to the fair value of the undelivered elements until these elements are delivered.

Our policy for establishing VSOE of fair value of maintenance services is based on the price charged when the maintenance is renewed separately. Our policy for the establishment of VSOE of fair value for installation, project management, customization, consulting and training is through an analysis of stand-alone sales of those services. The price charges in the separate sales are consistent with the prices charges when the same elements are included in multiple element arrangements.

Revenues from fixed price contracts that require significant customization, integration and installation are recognized using the percentage-of-completion method of accounting based on the ratio of costs related to contract performance incurred to date to the total estimated amount of such costs. The amount of revenue recognized is based on the total license fees under the agreement and the percentage of completion achieved. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined, in the amount of the estimated loss on the entire contact. The revenues from such arrangements are allocated between product and services revenues to reflect the portion of each revenue source separately. Revenues allocated to services are based on the VSOE of fair value of the services in the arrangement and revenues allocated to product are the residual amount.

To assess the probability of collection for revenue recognition, we have an established credit policy that determines the credit limit that reflects an amount that is deemed probably collectible for each customer. These credit limits are reviewed and revised periodically on the basis of new customer financial statement information and payment performance.

We record a provision for estimated sales returns in accordance with ASC 605, "Revenue Recognition" in the same period as the related revenues are recorded. We base these estimates on the historical sales returns ratio and other known factors. Actual returns could be different from our estimates and current provisions for sales returns may need to be adjusted.

Allowance for Doubtful Accounts. We regularly review our allowance for doubtful accounts by considering factors such as historical experience, age of the account receivable and current economic conditions that may affect a customer's ability to pay. We allocate a certain percentage for the provision based on the length of time the receivables are past due.

Impairment of Long-Lived Assets. Our long-lived assets include property and equipment, goodwill and identifiable other intangible assets that are subject to amortization. In assessing the recoverability of our goodwill, property and equipment and other identifiable intangible assets that are held and used, we make judgments regarding whether impairment indicators exist based on legal factors, market conditions and operating performances of our reporting units or asset groups. Future events could cause us to conclude that impairment indicators exist and that the carrying values of the goodwill, property and equipment and other intangible assets are impaired. Any resulting impairment loss could have a material adverse impact on our financial position and results of operations.

ASC 350 "Intangible – Goodwill and Other", requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition or sale or disposition of a significant portion of a reporting unit. Until January 1, 2010 we operated in three geographical segments (Americas, EMEA and APAC) and an additional operating segment – Actimize, all of which comprised our reporting units. Commencing January 1, 2010 we operate in three operation-based segments: Enterprise Interaction Solutions sector ("EIS"), Public Safety and Security sector ("PS") and Risk and Financial Crime Solutions sector (previously Actimize) - and these segments comprise our reporting units. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting units' goodwill over the implied fair value of that goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our reporting units, the period over which cash flows will occur and determination of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. We allocate goodwill to reporting units based on the reporting unit's expected benefit from the acquisition. As of January 1, 2010, we reassigned goodwill to the new reporting units in accordance with ASC 350-20-35-45, based on their relative fair values.

We are required to assess the impairment of long-lived assets, tangible and intangible, other than goodwill, under ASC 360 "Property, Plant, and Equipment", when events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators include any significant changes in the manner of our use of the assets or the strategy of our overall business, significant negative industry or economic trends and significant decline in our share price for a sustained period.

Upon determination that the carrying value of a long-lived asset may not be recoverable based upon a comparison of aggregate undiscounted projected future cash flows to the carrying amount of the asset, an impairment charge is recorded for the excess of fair value over the carrying amount. We measure fair value using discounted projected future cash flows.

Taxes on Income. We record income taxes using the asset and liability approach. Management judgment is required in determining our provision for income taxes in each of the jurisdictions in which we operate. The provision for income tax is calculated based on our assumptions as to our entitlement to various benefits under the applicable tax laws in the jurisdictions in which we operate. The entitlement to such benefits depends upon our compliance with the terms and conditions set out in these laws. We have considered future reversal of existing temporary differences, future taxable income, prudent and feasible tax planning strategies and other available evidence in determining the need for a valuation allowance. Although we believe that our estimates are reasonable and that we have considered future taxable income and ongoing prudent and feasible tax strategies in estimating our tax outcome, there is no assurance that the final tax outcome will not be different than those which are reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision, net income and cash balances in the period in which such determination is made.

We implement a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (on a cumulative basis) likely to be realized upon ultimate settlement.

We recorded interest on late paid taxes as financial expenses and tax related penalties as general and administrative expenses.

Contingencies. From time to time, we are a defendant or plaintiff in various legal actions, which arise in the normal course of business. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of reserves required for these contingencies, if any, which would be charged to earnings, is made after careful and considered analysis of each individual action together with our legal advisors. The required reserves may change in the future due to new developments in each matter or changes in circumstances, such as a change in settlement strategy. A change in the required reserves would affect our earnings in the period the change is made.

Business Combination. We apply the provisions of ASC 805 "Business Combination", accordingly we are required to allocate the purchase price of acquired companies to the tangible and intangible assets acquired, liabilities assumed, as well as in-process research and development based on their estimated fair values. In allocating the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed, we developed the required assumptions underlying the valuation work. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from customer contracts, customer lists, distribution agreements and acquired developed technologies; expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed; the acquired company's brand awareness and market position, as well as assumptions about the period of time the brand will continue to be used in the combined company's product portfolio; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, utilizing a market participant approach, but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. We were assisted by a third party appraiser in applying the required economic models (such as income approach and cost approach), in order to estimate the fair value of assets acquired and liabilities assumed in the business combination.

Stock-based Compensation. We account for stock-based compensation in accordance with the provisions of ASC 718 "Compensation - Stock Compensation". Under the fair value recognition provisions of ASC 718, stock-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period of the award. We estimate the fair value of stock options granted using the Black-Scholes-Merton option-pricing model and values restricted stock based on the market value of the underlying shares at the date of grant. We recognize compensation costs using the graded vesting attribution method that results in an accelerated recognition of compensation costs.

The fair value of an award is affected by our stock price on the date of grant and other assumptions, including the estimated volatility of our stock price over the term of the awards and the estimated period of time that we expect employees to hold their stock options. Share-based compensation expense recognized in our consolidated statements of income was reduced for estimated forfeitures.

Valuation of investments in marketable securities. On April 1, 2009, we adopted a new guidance that changed the impairment and presentation model for our available for sale debt securities. Under the amended impairment model, other-than-temporary impairment (OTTI) loss is recognized in earnings if the entity has the intent to sell the debt security, or if it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. However, if an entity does not expect to sell a debt security and it is not more likely than not that we will be required to sell, it still needs to evaluate if it expects to recover the entire costs basis of the impaired securities and determine if a credit loss exists. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized currently in earnings. Amounts relating to factors other than credit losses are recorded in other comprehensive income. The adoption of the new guidance had no impact on our consolidated financial position, results of operations or cash flows.

We apply the provisions of ASC 820, "Fair Value Measurements and Disclosures". ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, as set forth below, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

• · Level 1 Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
• · Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
• · Level 3 Valuations based on unobservable inputs which are supported by little or no market activity and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Our marketable securities trade in markets that are not considered to be active, but are valued based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency and accordingly are categorized as Level 2.

We classified foreign currency derivative contracts within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The actual value at which such securities could actually be sold or settled with a willing buyer or seller may differ from such estimated fair values depending on a number of factors, including, but not limited to, current and future economic conditions, the quantity sold or settled, the presence of an active market and the availability of a willing buyer or seller.

Results of Operations

The following table sets forth our selected consolidated statements of income for the years ended December 31, 2008, 2009 and 2010 expressed as a percentage of total revenues. Totals may not add up due to rounding.

56.3%43.7100.027.352.438.361.712.623.7	48.3%51.7100.031.249.540.759.313.324.3	47.2%52.8100.032.944.539.061.014.125.9
15.5	12.5	11.1
2.3	2.7	2.8
1.6	-	-
55.7	52.8	53.9
6.0	6.5	7.1
1.8	1.3	1.3
-	-	-
7.8	7.8	8.4
1.5	0.5	1.3
		7.1
	6.3	7.3

Comparison of Years Ended December 31, 2009 and 2010

Revenues

Our total revenues increased by approximately 18.2% to $689.5 million in 2010 from $583.1 million in 2009. Revenues from sales of enterprise interactions solutions were $404.0 million in 2010, an increase of 11.1% from 2009, revenues from sales to the public safety and security sector were $166.0 million in 2010, an increase of 12.3% from 2009, and revenues from sales of risk and financial crime solutions were $119.5 million in 2010, an increase of 66.7% from 2009. The increase in revenues from the enterprise interactions solutions is mainly attributed to organic growth driven by increasing transaction volume and complexity, data center consolidation, financial industry consolidation and accelerated demand for analytics based applications. Approximately 60% of the growth in risk management solutions revenue is attributable to organic growth driven by increasing regulation and the need for compliance, increasing fraud attemps and a clear shift from in-house to best-of-breed shelf solutions, and approximately 40% of the growth in risk management solutions revenue is attributable to the inclusion of full year results of Fortent compared with four months results included in 2009. Approximately 80% of the growth in revenue from the public safety and security sector is attributable to organic growth as a result of our focus on strengthening our distinctive solutions. The remaining 21% of the growth is attributed to the inclusion of Orsus results for the first time in 2010.

	Years Ended December 31,(U.S. dollars in millions)
	2009	2010	DollarChange	PercentageChange
Product Revenues	$281.8	$325.5	$43.7	15.5%
Service Revenues	301.3	364.0	62.7	20.8
Total Revenues	$583.1	$689.5	$106.4	18.2%

Approximately 92% of the increase in product revenues is due to organic growth driven by increased demand for our risk management solutions and public safety solutions, a growth in average transaction size, and substaintial upgrades of systems. The remaining 8% is attributed to the inclusion of Orsus and e-Glue results for the first time in 2010. Approximately 64% of the increase in product revenue is attributable to an increase in product sales in the Americas, 27% of the increase in product revenue is attributable to an increase in product sales in EMEA and 9% of the increase in product revenue is attributable to an increase in product sales in APAC.

The increase in service revenues is due to an increase in maintenance revenue resulting from an increase in the installation base from previous years' sales and the increase in professional services is mainly attributed to an increase in sales of risk management services. Our service revenues represented approximately 52.8% of total revenues, as compared to approximately 51.7% in 2009.

Revenue by Region

	Years Ended December 31,(U.S. dollars in millions)
	2009	2010	DollarChange	PercentageChange
United States, Canada and Central and South America ("Americas")	$365.8	$429.9	$64.1	17.5%
Europe, the Middle East and Africa ("EMEA")	150.4	182.8	32.4	21.5
Asia-Pacific ("APAC")	66.9	76.8	9.9	14.8
Total Revenues	$583.1	$689.5	$106.4	18.2%

The Americas revenues increased by 17.5%, approximately 44% of which is attributable to organic growth in the enterprise interactions solutions, approximately 30% is attributable to organic growth in risk management solutions revenues, approximately 10% of the increase is attributable to the inclusion of Fortent results for a full year and the remaining 16% increase is due to organic growth and revenues from acquisitions in the public safety and security sector.

The EMEA revenue increased by 21.5%, approximately 35% is attributable mainly to the inclusion of Fortent results for a full year, approximately 30% is attributable to organic growth in the enterprise interactions solutions, approximately 24% is attributable to organic growth in risk management solutions and approximately 11% is attributable to organic growth and revenues from acquisitions in the public safety and security sector.

The APAC revenue increased by 14.8%, approximately 43% of which is attributable to organic growth in the public safety and security sector, approximately 27% is attributable to organic growth in the enterprise interactions solutions, approximately 18% is attributable mainly to the inclusion of Fortent results for a full year, and approximately 12% is attributable to organic growth in risk management solutions.

Cost of Revenues

	Years Ended December 31,(U.S. dollars in millions)
	2009	2010	DollarChange	PercentageChange
Cost of Product Revenues	$88.0	$107.2	$19.2	21.8%
Cost of Service Revenues	149.2	161.9	12.7	8.5
Total Cost of Revenues	$237.2	$269.1	$31.9	13.4%

Cost of product revenues increased on a dollar basis and as a percentage of product revenues. The increase on a dollar basis is mostly a result of increase in product revenue and higher amortization of intangible assets in a total amount of $24.6 million in 2010 compared to $18.5 million in 2009, which is a result of the acquisitions of Orsus, Lamda, e-Glue and the inclusion of Fortent and Hexagon for a full year. The increase as a percentage of product revenues is mainly due to higher amortization of intangible assets. Cost of service revenues increased on a dollar basis due to additional investment to support the increase in the business, while decreasing as a percentage of service revenues. The decrease in the percentage of cost of service from service revenues is attributed to better utilization of headcount and change in service revenue mix.

Gross Profit

	Years Ended December 31,(U.S. dollars in millions)
	2009	2010	DollarChange	PercentageChange
Gross Profit on Product Revenues	$193.8$	218.3	$24.5	12.6%
as a percentage of product revenues	68.8%	67.1%
Gross Profit on Service Revenue	152.1	202.1	50.0	32.9
as a percentage of service revenues	50.5%	55.5%
Total Gross Profit	$345.9$	420.4	$74.5	21.5%
as a percentage of total revenues	59.3%	61.0%

The decrease in gross profit margin on product revenues is mainly attributable to the increase in amortization of intangible assets. The improvement in gross profit margin on service revenues is mainly attributed to the improvement in headcount utilization and change in service revenue mix.

Operating Expenses

	Years Ended December 31,(U.S. dollars in millions)
	2009	2010	DollarChange	PercentageChange
Research and development, net	$77.4	$97.1	$19.7	25.5%
Selling and marketing	141.5	178.4	36.9	26.1
General and administrative	72.8	76.3	3.5	4.8
Amortization of acquired intangible assets	16.0	19.5	3.5	21.9

Research and Development, Net. Research and development expenses, before capitalization of software development costs and government grants, increased to $102.2 million in 2010, as compared to $82.4 million in 2009 and represented 14.8% and 14.1% of revenues in 2010 and 2009, respectively. Approximately 66% of the increase in research and development, net is attributed to an increase in cost of wages partially due to an increase in headcount following the Orsus and e-Glue acquisitions.

Capitalized software development costs remained at the same level of $1.3 million in 2010, as compared to 2009. Amortization of capitalized software development costs included in cost of product revenues were $1.2 million and $0.9 million in 2010 and 2009, respectively.

Selling and Marketing Expenses. Selling and marketing expenses increased to $178.4 million in 2010, as compared to $141.5 million in 2009, and represented 25.9% of total revenues in 2010, as compared to 24.3% in 2009. Approximately 84% of the increase in selling and marketing expense is attributed to an increase in cost of wages and sales incentives resulting from high performance in our business and the inclusion of Orsus and e-Glue. The remainder of the increase is mainly due to an increase in travel and exhibitions expenses

General and Administrative Expenses. General and administrative expenses increased to $76.3 million in 2010, as compared to $72.8 million in 2009, and represented 11.1% of total revenues in 2010, as compared to 12.5% in 2009. The increase in general and administrative expense is due mainly to an increase in cost of wages and an increase in rent and utilities costs. The increase is partially offset by a reduction in doubtful accounts expenses.

Amortization of acquired intangible assets. Amortization of acquired intangibles included in the operating expenses represent 2.8% and 2.7% of our 2010 and 2009 revenues, respectively. Approximately 69% of the increase in amortization of acquired intangible assets is attributable to amortization of intangible assets related to the acquisition of Fortent and Syfact for the entire year of 2010. The remainder is mainly due to amortization of intangible assets related to the acquisitions of Orsus and e-Glue.

Financial and Other Income

	Years Ended December 31,(U.S. dollars in millions)
	2009	2010	DollarChange	PercentageChange
Financial income, net	$7.7	$9.1	$1.4	18.2%
Other expenses, net	(0.1)	(0.1)	-	-

Financial Income, Net. The increase in financial income, net is attributable mainly to the increase in cash and cash equivalents and marketable securities balance in 2010 as compared to 2009.

Taxes on Income. In 2010 taxes on income amounted to $9.3 million, as compared to $3.0 million in 2009. Our effective tax rate amounted to 16.1% in 2010 compared with 6.6% in 2009. We experienced a relatively low effective tax rate in 2009 mainly due to the release of prior period provisions arising as a result of the unadjusted expiration of the statute of limitations for certain historic tax returns filed as well as the effects of a final settlement with a certain tax authority years prior to 2009. Our effective tax rate during 2010 returned to more normalized levels reflecting the geographical mix of where our profits are earned and the applicable tax rates thereon.

The decline of the corporate tax rate in Israel from 26% in 2009 to 25% in 2010 had a minor impact on our effective tax rate. This is because the majority of our income earned in Israel benefits from the reduced tax rates applicable to us as a result of our Approved and Privileged Enterprise programs.

Further information with regard to our Approved and Privileged Enterprise programs can be found in Item 3, "Risk Factors" under the caption "Our results may be affected by the availability of government grants and tax benefits. Our participation in these programs restricts our ability to freely transfer manufacturing rights and technology out of Israel" and in Note 13 of our Consolidated Financial Statements under the caption "Taxes on Income."

Subject to unpredictable effects of any future settlements with tax authorities, unadjusted expiration of the statute of limitations, future changes in law or accepted practice and effects of potential mergers and acquisitions, we expect our effective tax rate (which includes effects of FIN No. 48 which has been incorporated into ASC 740) to be approximately 18% in the coming years.

Net Income. Net income was $48.7 million in 2010, as compared to $42.8 million in 2009. The increase in 2010 resulted primarily from the increase in revenues and an increase in gross margin.

Comparison of Years Ended December 31, 2008 and 2009

Revenues

Our total revenues decreased by approximately 6.6% to $583.1 million in 2009 from $624.2 million in 2008. Revenues from sales of enterprise interactions solutions were $363.6 million in 2009, a decrease of 12.9% from 2008, revenues from sales to the public safety and security sector were $147.8 million in 2009, a decrease of 0.5% from 2008, and revenues from sales of risk and financial crime solutions were $71.7 million in 2009, an increase of 23.3% from 2008. The 12.9% decrease in revenues from the enterprise interactions solutions is mainly attributed to the macro-economic environment in 2009. Approximately 44% of the growth in risk management solutions revenue is attributable to increase in geographical area of EMEA, and approximately 39% of the growth in risk management solutions revenue is attributable to the inclusion of Fortent results for the first time in 2009 (starting September 1, 2009). The revenue from the public safety and security sector remained at the same level year over year.

	Years Ended December 31,(U.S. dollars in millions)
	2008	2009	DollarChange	PercentageChange
Product Revenues	$351.7	$281.8	$(69.9)	(19.9)%
Service Revenues	272.5	301.3	28.8	10.6
Total Revenues	$624.2	$583.1	$(41.1)	(6.6)%

The decrease in product revenues is due to the macro-economic environment in 2009. Approximately 54% of the decline in product revenue is attributable to a decrease in sales in EMEA, 34% of the decline in product revenue is attributable to a decrease in sales in APAC and 12% of the decline in product revenue is attributable to a decrease in product revenue in Americas.

The increase in service revenues is due to an increase in maintenance revenue resulting from an increase in the installation base from previous years' sales. Our service revenues represented approximately 52% of total revenues, as compared to approximately 44% in 2008.

Revenue by regions

	Years Ended December 31,(U.S. dollars in millions)
	2008	2009	DollarChange	PercentageChange
United States, Canada and Central and South America ("Americas")	$347.4	$365.8	$18.4	5.3%
Europe, the Middle East and Africa ("EMEA")	188.5	150.4	(38.1)	(20.2)
Sales to Asia-Pacific ("APAC")	88.3	66.9	(21.4)	(24.2)
Total Revenues	$624.2	$583.1	$(41.1)	(6.6)%

The Americas revenues increased by 5.3%, approximately 22% is attributable to organic growth in risk management solutions revenues, approximately 15% of the increase is attributable to the inclusion of Fortent results for the first time in 2009 (starting September 1, 2009) and the remaining increase is mainly due to higher post-contractual services and maintenance revenue. The decrease in EMEA and APAC revenue is attributable to the macro economic environment.

Cost of Revenues

	Years Ended December 31,(U.S. dollars in millions)
	2008	2009	DollarChange	PercentageChange
Cost of Product Revenues	$95.9	$88.0	$(7.9)	(8.2)%
Cost of Service Revenues	142.9	149.2	6.3	4.4
Total Cost of Revenues	$238.8	$237.2	$(1.6)	(0.6)%

Cost of product revenues decreased on a dollar basis while increasing as a percentage of product revenues. The decrease on a dollar basis is mostly a result of decline in product revenue, while the increase as percentage of product revenues is mainly due to a higher proportion of large security projects in the mix of products, which have higher cost of product. Cost of service revenues increased on a dollar basis due to additional investment to support the increase in the business, while decreasing as a percentage of service revenues. The decrease in the percentage of cost of service from service revenues results from the increase in maintenance revenues and the decrease in cost of wages as a result of certain cost control measurements.

Gross Profit

	Years Ended December 31,(U.S. dollars in millions)
	2008	2009	DollarChange	PercentageChange
Gross Profit on Product Revenues	$255.8$	193.8	$(62.0)	(24.2)%
as a percentage of product revenues	72.7%	68.8%
Gross Profit on Service Revenue	129.6	152.1	22.5	17.4
as a percentage of service revenues	47.6%	50.5%
Total Gross Profit	$385.4$	345.9	$(39.5)	(10.2)%
as a percentage of total revenues	61.7%	59.3%

The decrease in gross profit margin on product revenues is mainly attributable to a decrease in volume and change in the mix as aforementioned. The improvement in gross profit margin on service revenues is mainly attributed to the change in service revenue mix as aforementioned.

Operating Expenses

	Years Ended December 31,(U.S. dollars in millions)
	2008	2009	DollarChange	PercentageChange
Research and development, net	$78.4	$77.4	$(1.0)	(1.3)%
Selling and marketing	147.9	141.5	(6.4)	(4.3)
General and administrative	97.4	72.8	(24.6)	(25.2)
Amortization of acquired intangible assets	14.5	16.0	1.5	10.3
Settlement and related expenses	9.9	-	(9.9)	(100)

Research and Development, Net. Research and development expenses, before capitalization of software development costs and government grants, decreased to $82.4 million in 2009, as compared to $83.3 million in 2008 and represented 14.1% and 13.3% of revenues in 2009 and 2008, respectively. The decrease in research and development, net is due mainly from decrease in cost of wages as a result of certain cost control measurements.

Capitalized software development costs were $1.3 million in 2009, as compared to $1.3 million in 2008. Amortization of capitalized software development costs included in cost of product revenues were $0.9 million and $0.8 million in 2009 and 2008, respectively.

Selling and Marketing Expenses. Selling and marketing expenses decreased to $141.5 million in 2009, as compared to $147.9 million in 2008, and represented 24.3% of total revenues in 2009, as compared to 23.7% in 2008. The decline in selling and marketing expense is due mainly to a decrease in (i) sales incentives, which accounts for approximately 25% of the decline, (ii) travel expenses which accounts for approximately 41% of the decline, and (iii) participation in exhibitions which accounts for approximately 29% of the decline.

General and Administrative Expenses. General and administrative expenses decreased to $72.8 million in 2009, as compared to $97.4 million in 2008, and represented 12.5% of total revenues in 2009, as compared to 15.5% in 2008. The decline in general and administrative expense is due mainly to a decrease in legal fees, which accounts for approximately 40% of the decline, and doubtful accounts expenses, which account for approximately 28% of the decline, and the remainder is mainly explained due to a decline in cost of wages as a result of certain cost control measurements.

Amortization of acquired intangible assets. Amortization of acquired intangibles included in the operating expenses represent 2.7% and 2.3% of our 2009 and 2008 revenues, respectively. Approximately 88% of the increase in amortization of acquired intangible assets is attributable to amortization of intangible assets related to the acquisition of Fortent and Syfact. The remainder is due to amortization of intangible assets related to the acquisition of QPC and AVT for the entire year of 2009 compared to eight months of amortization in 2008.

Financial and Other Income

	Years Ended December 31,(U.S. dollars in millions)
	2008	2009	DollarChange	PercentageChange
Financial income, net	$11.3	$7.7	$(3.6)	(31.9)%
Other income (expenses), net	(0.1)	(0.1)	-	-

Financial Income, Net. The decrease in financial income, net reflects lower average interest rates in 2009, as compared to 2008 and the impact of currencies exchange rate.

Taxes on Income. In 2009 taxes on income amounted to $3.0 million, as compared to $9.5 million in 2008. Our effective tax rate amounted to 6.6% in 2009 compared with 19.5% in 2008. The marked decrease in our effective tax rate in 2009 was mainly due to release of prior period provisions arising as a result of the unadjusted expiration of the statute of limitations for certain historic tax returns filed as well as the effects of a final settlement with a certain tax authority covering prior years.

The decline of the corporate tax rate in Israel from 27% in 2008 and 26% in 2009 had a minor impact on our effective tax rate. This is because the majority of our income earned in Israel benefits from the reduced tax rates applicable to us as a result of our Approved and Privileged Enterprise programs.

Further information with regard to our Approved and Privileged Enterprise programs can be found in Item 3, "Risk Factors" under the caption "Our results may be affected by the availability of government grants and tax benefits" and in Note 13 of our Consolidated Financial Statements under the caption "Taxes on Income."

Net Income. Net income from continuing operations was $42.8 million in 2009, as compared to $39.1 million in 2008. The increase in 2009 resulted primarily from a decrease in operating expenses compared to 2008 operating expenses that included, among other expenses, one-time settlement and related expenses, and taxes on income, partially offset by a lower gross margin.

Liquidity and Capital Resources

In recent years, the cash generated from our operating activities has financed our operations. Generally, we invest our excess cash in highly liquid investment grade securities. At December 31, 2010, we had $663.2 million of cash and cash equivalents and short-term and long-term investments, as compared to $548.5 million at December 31, 2009 and $501.4 million at December 31, 2008.

Cash provided by operating activities was $145.0 million, $119.7 million and $135.7 million in 2010, 2009 and 2008, respectively. Net cash from operations in 2010 consisted primarily of net income of $48.7 million and adjustments for non-cash activities including depreciation and amortization of $57.1 million, an increase in accrued expenses and other liabilities of $25.9 million, stock-based compensation of $21.1 million, and a decrease in trade receivables of $6.3 million which were partially offset by a decrease in trade payables of $7.1 and deferred tax of $4.9 million. Net cash from operations in 2009 consisted primarily of net income of $42.8 million and adjustments for non-cash activities including depreciation and amortization of $47.2 million, stock-based compensation of $18.2 million, a decrease in trade receivables of $8.9 million, and an increase in accrued expenses and other liabilities of $12.0 million, which were partially offset by deferred tax of $7.0 million. Net cash from operations in 2008 consisted primarily of net income of $39.1 million and adjustments for non-cash activities including depreciation and amortization of $42.7 million, stock-based compensation of $25.3 million, an increase in accrued expenses and other liabilities of $28.1 million, and loss on marketable securities sold or impaired of $4.9 million, which were partially offset by deferred tax of $5.6 million.

Net cash used in investing activities from continuing operations was $276.7 million, $71.3 million and $120.9 million in 2010, 2009 and 2008, respectively. In 2010, net cash used in investing activities consisted primarily of net investment in marketable securities of $251.4 million, payment for the acquisitions of e-Glue, Orsus and other acquisitions of $25.5 million, $21.5 million and $5 million, respectively, and purchase of property and equipment of $11.7 million, which were partially offset by proceeds from short-term bank deposits of $40.0 million. In 2009, net cash used in investing activities consisted primarily of payment for the acquisitions of Fortent and other acquisitions of $84.9 million and purchase of property and equipment of $8.9 million, which were partially offset by net proceeds from short-term bank deposits of $24.5 million. In 2008, net cash used in investing activities consisted primarily of net investment in marketable securities of $54.5 million, net investment in short-term bank deposits of $25.4 million, purchase of property and equipment of $15.5 million and payment for the acquisitions of QPC and AVT of $12.6 million and $6.2 million, respectively.

Net cash provided by financing activities was $26.0 million, $20.9 million and $15.9 million in 2010, 2009 and 2008, respectively. In 2010, net cash provided from financing activities consisted primarily of proceeds from the issuance of shares upon exercise of options and purchase of shares under employee share purchase plans. In 2009, net cash provided from financing activities consisted primarily of proceeds from the issuance of shares upon exercise of options and purchase of shares under employee share purchase plans of $19.9 million. In 2008, net cash provided from financing activities consisted primarily of proceeds from the issuance of shares upon exercise of options and purchase of shares under employee share purchase plans of $15.3 million. As of December 31, 2010, we had non-binding arrangements, for the rendering of credit lines from banks against our portfolio with those banks.

We believe that based on our current operating forecast, the combination of existing working capital and expected cash flows from operations will be sufficient to finance our ongoing operations for the next twelve months.

Research and Development

For information on our research and development policies, please see Item 4, "Information on the Company" in this annual report.

Trend Information

Our development efforts are aimed at addressing several industry trends. In the enterprise sector, these include the evolution of contact centers into strategic customer interaction hubs, an increased focus on improving customer experience across the enterprise, a growing need for the standardization of customer service across various communication channels, contact centers seeking to impact customer interactions in real time, enterprises expanding their operational efficiency activities beyond the contact center, and heightened and more complex regulatory and compliance requirements and the need for dispute resolution. Our development efforts also include enterprise-wide risk and compliance technology consolidation, an increase in consolidation of AML and fraud into combined financial crime programs, and an increase in real-time fraud and financial crime threats.

In the security sector there is an increase in challenges for public safety, homeland security and intelligence agencies, emerging needs for holistic situational awareness and event management in the security market, an increased focus on physical corporate security, and increased urbanization that raises rates of crime and risks of terror attacks.

Our development efforts are also influenced by technology trends, such as the evolution of real-time speech analytics and the proliferation of alternate communication channels to voice, such as chat, email, and social media.

We believe that enhancing operational efficiency is also important to our customers, who continuously seek solutions that would help them reduce costs while maintaining or even improving customer service. In addition, our customers seek solutions that can improve their customer experience across the various channels of interaction and can assist in cross- and up-selling into their existing customer base.

Thus, we are seeing growing demand to streamline operational efficiency by deploying a more comprehensive set of our solutions, in addition to recording. These include quality management, analytics, workforce management, performance management, customer feedback, etc. Our software applications enable our customers to capture, store, retrieve and analyze unstructured data (multimedia interactions) and combine them with data from other systems to uncover customer intent, deliver strategic business and customer insights, and make a significant and positive impact on the interaction and the business.

Governments, municipalities, security authorities and corporations around the world are investing in the protection of people and assets. As a result, there is a growing demand for more comprehensive and integrated solutions to provide better safety and security to citizens. These large projects include installation and implementation of wide-scale security solutions, which better synchronize and correlate multi-sensor data sources in order to detect, prevent and resolve crime and terror in real time and investigate quickly in order to prosecute the persons involved. Our solutions offer an integrated multi-sensor capture and management solution that combines radio, telephony, IP data, GIS, and video. We also expect video content analysis applications to become increasingly important to city center protection, as well as various homeland security applications, mass transportation systems, campus perimeter security, and critical facilities, to enable proactive security management.

For more information on trends in our industry, please see Item 4, "Information on the Company—Business Overview—Industry Background and Trends."

For more information on uncertainties, demands, commitments or events that are reasonably likely to have a material effect on revenue, please see Item 3, "Key Information— Risk Factors."

Contractual Obligations

Set forth below are our contractual obligations and other commercial commitments over the medium term as of December 31, 2010 (in thousands of U.S. dollars).

			Payments Due by Period
Contractual Obligations	Total	Less than 1 year	1- 3 years	3-5 years	More than 5years
Operating Leases	117,857	15,953	22,650	20,178	59,076
Unconditional Purchase Obligations	2,643	2,643
Severance Pay*	24,776
Total Contractual Cash Obligations	145,276	18,596	22,650	20,178	59,076
Uncertain Income Tax Positions **	36,029

* Severance pay relates to accrued obligations to employees as required under applicable labor laws. These obligations are payable only upon termination, retirement or death of the respective employees.

** Uncertain income tax positions under ASC 740 are due upon settlement and we are unable to reasonably estimate the ultimate amount or timing of settlement. See Note 13(h) of our Consolidated Financial Statements for further information regarding our liability under ASC 740.

			Amount of CommitmentExpiration Per Period
	Total Amounts	Less			More than 5
Other Commercial Commitments	Committed	than 1 year	1- 3 years	3-5 years	years
Guarantees – continuing operations	37,572	8,233	983	264	28,092

Qualitative and Quantitative Disclosure About Market Risk

For information on the market risks relating to our operations, please see Item 11, "Quantitative and Qualitative Disclosures about Market Risk" in this annual report.

Adoption of New Accounting Standards

In January 2010, the FASB issued ASU 2010-06, updating the "Fair Value Measurements Disclosures" codified in ASC 820. This update requires (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and require disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. As applicable to us, this update became effective in these annual financial statements. The adoption of the new guidance did not have a material impact on our consolidated financial statements.

In February 2010, the FASB issued amendments to certain recognition and disclosure requirements of Subsequent Events codified in ASC 855, "Subsequent Events". This update removes the requirement to disclose the date through which subsequent events were evaluated in both originally issued and reissued financial statements for "SEC Filers." The adoption of the new guidance did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In October 2009, the FASB issued an update to ASC 605-25, "Revenue Recognition - Multiple-Element Arrangements", that provides amendments to the criteria for separating consideration in multiple-deliverable arrangements to: (i) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; (ii) require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have VSOE of selling price or third-party evidence of selling price; (iii) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method; and (iv) require expanded disclosures of qualitative and quantitative information regarding application of the multiple-deliverable revenue arrangement guidance. The update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or retrospectively, for all periods presented. Adoption is mandatory beginning January 1, 2011. We do not expect the adoption of this update to have a material effect on our consolidated financial statements.

In October 2009, the FASB issued an update to ASC 985-605, "Software-Revenue Recognition". In accordance with the update to the ASC, tangible products containing software components and non-software components that function together to deliver the tangible product's essential functionality are excluded from the scope of the software revenue recognition guidance. In addition, hardware components of a tangible product containing software component are always excluded from the software revenue guidance. The update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or retrospectively, for all periods presented. We do not expect the adoption of this update to have a material effect on our consolidated financial statements.

In December 2010, the EITF issued ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations codified in ASC 805, "Business Combinations". This ASU responds to diversity in practice about the interpretation of the pro forma disclosure requirements for business combinations. When a public entity's business combinations are material on an individual or aggregate basis, the notes to its financial statements must provide pro forma revenue and earnings of the combined entity as if the acquisition date(s) had occurred as of the beginning of the annual reporting period. The ASU clarifies that if comparative financial statements are presented, the pro forma disclosures for both periods presented (the year in which the acquisition occurred and the prior year) should be reported as if the acquisition had occurred as of the beginning of the comparable prior annual reporting period only and not as if it had occurred at the beginning of the current annual reporting period. The ASU also expands the supplemental pro forma disclosure requirements to include a description of the nature and amount of any material non-recurring adjustments that are directly attributable to the business combination. The guidance in the ASU is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, and should be applied prospectively. We believe that the adoption could have an impact on our pro forma information in future periods; however, the impact would depend on the nature, terms and magnitude of acquisitions we consummate in the future.

Item 6. Directors, Senior Management and Employees.

Directors and Senior Management

The following table sets forth, as of March 8, 2011, the name, age and position of each of our directors and executive officers:

Name	Age	Position
Ron Gutler(1)(2)(4)	53	Chairman of the Board of Directors
Joseph Atsmon(1)(3)(4)	63	Vice-Chairman of the Board of Directors
Rimon Ben-Shaoul(2)	66	Director
Yoseph Dauber(2)(3)	74	Director
Dan Falk(1)(2)(3)(4)(5)	66	Director
John Hughes(2)	59	Director
Yocheved Dvir(1)(3)(4)(5)	58	Director
David Kostman	46	Director
Zeev Bregman	49	President and Chief Executive Officer
Udi Ziv	44	Chief Product Officer and President of Enterprise Group

Name	Age	Position
Israel Livnat	60	President, Security Group
Amir Orad	35	President and Chief Executive Officer, NICE-Actimize
Dafna Gruber	46	Corporate Vice President and Chief Financial Officer
Yechiam Cohen	54	Corporate Vice President, General Counsel and Corporate Secretary
Eran Porat	48	Corporate Vice President, Finance
Eran Liron	43	Corporate Vice President, Business Development
Dan Yalon	39	Chief Strategy Officer
Benny Einhorn	55	Chief Marketing Officer
Yochai Rozenblat	49	President and Chief Executive Officer, NICE Americas
Shlomi Cohen	46	President, NICE EMEA
Raghav Sahgal	48	President, NICE APAC
Sigal Gillmore	41	Corporate Vice President Human Resources

(1) Member of the Audit Committee.

___________________________

(2) Member of the Compensation Committee.

(3) Member of the Internal Audit Committee.

(4) Member of the Financial Statements Committee.

(5) Outside Director. See Item 6, "Directors, Senior Management and Employees—Board Practices— Outside Directors."

Set forth below is a biographical summary of each of the above-named directors and executive officers of NICE. Each of our directors qualifies as an independent director under applicable NASDAQ rules.

Ron Gutler has served as one of our directors since May 2001 and Chairman of the Board since May 2002. Mr. Gutler is currently the Chairman of G.J.E. 121 Promoting Investment Ltd., a real estate investment company, a member of the Advisory Board of Poalim Real Estate (part of Poalim Capital Market Group) and a director of Psagot Securities Ltd., Psagot Investment House Ltd., Eshel Shekel Bonds Ltd. and Hapoalim Securities USA Inc. Between 2000 and 2002, he managed the Blue Border Horizon Fund, a global macro fund. Mr. Gutler is a former Managing Director and a Partner of Bankers Trust Company (currently part of Deutsche Bank). Between 1987 and 1999, he held various positions with Bankers Trust, where Mr. Gutler headed its trading and sales activities in Asia, South America and Emerging Europe. He also established and headed the Israeli office of Bankers Trust. Mr. Gutler holds a Bachelor's degree in Economics and International Relations and a Master's degree in Business Administration, both from the Hebrew University in Jerusalem.

Joseph Atsmon has served as one of our directors since September 2001 and Vice-Chairman of the Board since May 2002. Mr. Atsmon currently serves as a director of Ceragon Networks Ltd. and Radvision Ltd. From 1995 until 2000, Mr. Atsmon served as Chief Executive Officer of Teledata Communications Ltd., a public company acquired by ADC Telecommunications Inc. in 1998. Mr. Atsmon had a twenty-year career with Tadiran Ltd. In his last role at Tadiran Ltd., Mr. Atsmon served as Corporate VP for business development. Prior to that, he served as President of various military communications divisions. Mr. Atsmon holds a Bachelor's degree in Electrical Engineering from the Technion – Israel Institute of Technology.

Rimon Ben-Shaoul has served as one of our directors since September 2001. Since 2001, Mr. Ben-Shaoul has served as Co-Chairman, President, and Chief Executive Officer of Koonras Technologies Ltd., a technology investment company controlled by LEADER Ltd., an Israeli holding company. Mr. Ben-Shaoul also served as a director of BVR Systems Ltd. and serves as a director of MIND C.T.I. Ltd. and several private companies. In addition, he is the President and Chief Executive Officer of Polar Communications Ltd., which manages media and communications investments. Between 1997 and 2001, Mr. Ben-Shaoul was the President and Chief Executive Officer of Clal Industries and Investments Ltd., one of the largest holding companies in Israel with substantial holdings in the high tech industry. During that time, Mr. Ben-Shaoul also served as Chairman of the Board of Directors of Clal Electronics Industries Ltd., Scitex Corporation Ltd., and various other companies within the Clal Group. Mr. Ben-Shaoul also served as a director of ECI Telecom Ltd., Fundtech Ltd., Creo Products, Inc. and Nova Measuring Instruments Ltd. From 1985 to 1997, Mr. Ben-Shaoul was President and Chief Executive Officer of Clal Insurance Company Ltd. and a director of the company and its various subsidiaries. Mr. Ben-Shaoul holds a Bachelor's degree in Economics and Statistics and a Master's degree in Business Administration, both from Tel-Aviv University.

Yoseph Dauber has served as one of our directors since April 2002. Mr. Dauber has served in various senior positions at Bank Hapoalim since 1973. Until June 2002, Mr. Dauber was Deputy Chairman of the Board of Management and Joint Managing Director of Bank Hapoalim and was responsible for the commercial division of the bank. From 1994 to June 2002, Mr. Dauber served as Chairman of the Isracard Group. From 1995 to July 2002, Mr. Dauber also served as Chairman of Poalim American Express. From 2002 to 2003, he served as Chairman of the Israel Maritime Bank Ltd. and from 2003 to 2008 he served as a director of Bank Hapoalim. Mr. Dauber currently serves as a director of Vocaltec Communications Ltd., Micromedic Ltd., Orbit Alchut Technologies Ltd., Delek Group Ltd. and Chairman of KCPS Manof Fund. Mr. Dauber holds a Bachelor's degree in Economics and Statistics from the Hebrew University in Jerusalem and a Master's degree in Law from Bar Ilan University.

Dan Falk has served as one of our statutory outside directors since 2001. From 1999 to 2000, Mr. Falk was President and Chief Operating Officer of Sapiens International Corporation N.V. From 1985 to 1999, Mr. Falk served in various positions in Orbotech Ltd., the last of which were Chief Financial Officer and Executive Vice President. From 1973 to 1985, he served in several executive positions in the Israel Discount Bank. Mr. Falk also serves as the Chairman of ORAD Hi-Tech Systems Ltd., and serves on the board of directors of Orbotech Ltd., Ormat Technologies Inc., Attunity Ltd., Nova Measuring Systems Ltd., Amiad Filteration Systems Ltd., Plastopil Ltd. and Oridion Medical Ltd. Mr. Falk holds a Bachelor's degree in Economics and Political Science and a Master's degree in Business Administration, both from the Hebrew University, Jerusalem.

John Hughes has served as one of our directors since November 2002. Mr. Hughes is currently the Non-Executive Chairman of Spectris plc, Telecity Group plc and Intec Telecom Systems plc, as well as Non-Executive Deputy Chairman of Parity Group plc and Non-Executive Director of Chloride Group plc. From December 2000 to July 2004, he held senior executive positions at Thales Group, most recently as Executive Vice President and CEO of all civil activities for the Group. From 1997 to 2000, he held various positions with Lucent Technologies, including President of its GSM/UMTS division. From 1991 to 1997, Mr. Hughes served as Director of Convex Global Field Operations within the Hewlett Packard Company. Prior to that, Mr. Hughes held various positions with U.K. and U.S. companies. Mr. Hughes holds a Bachelor of Science degree in Electrical and Electronic Engineering from the University of Hertfordshire.

Yocheved Dvir has served as one of our statutory outside directors since January 2008. Since 2000, Ms. Dvir has served as a strategic advisor in business development affairs to multiple companies and initiatives that were being founded. Until recently, she served on the boards of Trendline Business Information & Communications Ltd., Menorah Insurance Company Ltd., Israel Corporation Ltd., ECI Telecom Ltd., Strauss Industries Ltd., Phoenix Holding and Phoenix Insurance Co. Between 1990 and 2000, Ms. Dvir served as a Senior Vice President of the Migdal Group. Ms. Dvir joined the Migdal Group in 1981 and, until late 2000, held a number of senior financial and managerial positions, including Head of the Group's Economics Department (1986-1988), Head of the Group's Corporate Office (1989-1992), Head of the Group's General Insurance Division and Corporate Office (1993-1997), Group CFO (1997-1999), Head of the Group's Strategic Development Division and Marketing Array and Risk Manager (2000). Ms. Dvir holds a Bachelor's degree in Economics and Statistics from the University of Haifa and a full second degree study in Statistics from the Hebrew University of Jerusalem.

David Kostman has served as one of our directors since 2001, with the exception of a short period between June 2007 and July 2008. Mr. Kostman is currently Chairman and Chief Executive Officer of Nanoosh LLC, a restaurant operating company, and serves on the board of directors of Retalix Ltd. and The Selling Source, LLC. From 2006 until 2008, Mr. Kostman was a Managing Director in the investment banking division of Lehman Brothers, heading the Global Internet Group. From April 2003 until July 2006, Mr. Kostman was Chief Operating Officer and then Chief Executive Officer of Delta Galil USA, a subsidiary of Delta Galil Industries Ltd., a NASDAQ-listed apparel manufacturer. From 2000 until 2002, Mr. Kostman was President of the International Division and Chief Operating Officer of VerticalNet, Inc., a NASDAQ-listed internet and software company. Mr. Kostman holds a Bachelor's degree in Law from Tel Aviv University and a Master's degree in Business Administration from INSEAD.

Zeev Bregman has served as our President and Chief Executive Officer since September 2009. From 2001 to 2007, Mr. Bregman served as Chief Executive Officer of Comverse Inc. From 1987 to 2001, he served in various research and development, sales, marketing, and management positions within Comverse, including Vice President Head of the EMEA division, Vice President and Head of the Messaging division, and Chief Operating Officer. Mr. Bregman holds a Bachelor's degree in Mathematics and Computer Science from Tel-Aviv University, a Master's degree in Computer Science from Tel-Aviv University and a Master's degree in Business Administration from a joint program of Kellog University and Tel Aviv University.

Udi Ziv has served as Chief Product Officer and President of the Enterprise Group since January 2009. From 2001 until 2007, Mr. Ziv held several senior executive positions with SAP AG, a leading global enterprise software company, including General Manager of SAP's Small Business Solutions, Managing Director of SAP Labs Israel and Vice President responsible for the research and development of the SAP Portal product. Prior to joining SAP, Mr. Ziv was one of the original members, and the head of global research & development, of Top Tier Software, a leading enterprise portal company (acquired by SAP in 2001). Mr. Ziv holds a Bachelor of Science degree in Computer Engineering from the Technion – Israel Institute of Technology.

Israel Livnat has served as President of the Security Group since May 2006. Prior to joining NICE, he served since 2001 as the President and CEO of Elta Systems Ltd. Prior to his last position as the President of Elta Systems, Mr. Livnat headed a division in Israeli Aircraft Industries Ltd., leading the development of the Arrow weapons system. Before that he was Vice President Engineering in the same division in Israeli Aircraft Industries, and director for hardware engineering at Daisy Systems Mountain View, California, leading state-ofthe-art developments in the hardware and software of large computer-embedded systems. Mr. Livnat holds a Bachelor of Science degree in Electrical Engineering from the Technion – Israel Institute of Technology, and an Executive MBA from Stanford University. He was awarded the prestigious Israeli Industry Prize in 2004.

Amir Orad has served as President and Chief Executive Officer of NICE-Actimize since April 2010. From 2007 until 2010, Mr. Orad served in various positions in NICE-Actimize, including President of the Americas, Executive Vice President of Product Management and Business Development, and Chief Marketing Officer. From 2005 until 2006, Mr. Orad was VP Marketing of RSA Security and from 1999 until 2005, he was a member of the founding team and Eexecutive Vice President of Marketing of Cyota Inc., an online security and anti-fraud company that was acquired by RSA Security. Mr. Orad holds an MBA from Columbia University's executive program and a B.S. in Computer Science and Management from Tel Aviv University.

Dafna Gruber has served as our Corporate Vice President and Chief Financial Officer since June 2007. From 2001 until May 2007, she served as the Chief Financial Officer of Alvarion Ltd., a NASDAQ-listed company that provides innovative wireless network solutions. From 1997 to 2001, Ms. Gruber was the Chief Financial Officer of BreezeCOM Ltd., which was merged with Floware Wireless Systems Ltd. to create Alvarion, prior to which she was the controller of BreezeCOM from 1996 to 1997. From 1993 to 1996, Ms. Gruber was a controller at Lannet Data Communications Ltd., subsequently acquired by Lucent Technologies Inc. Ms. Gruber is a certified public accountant and holds a Bachelor's degree in Accounting and Economics from Tel Aviv University.

Yechiam Cohen has served as our Corporate Vice President, General Counsel and Corporate Secretary since 2005. From 1996 to 2004, he served as General Counsel of Amdocs, a leading provider of billing and CRM software solutions to the telecommunications industry. Before joining Amdocs, Mr. Cohen was a partner in the Tel Aviv law firm of Dan Cohen, Spigelman & Company. From 1987 to 1990, he was an associate with the New York law firm of Dornbush, Mensch, Mandelstam and Schaeffer. Mr. Cohen served as a law clerk to Justice Beijski of the Supreme Court of Israel in Jerusalem. He holds a Bachelor's degree from the Hebrew University School of Law and is admitted to practice law in Israel and New York.

Eran Porat has served as our Corporate Vice President, Finance since 2004. From March 2000 to 2004, he served as our Corporate Controller. From 1997 to February 2000, Mr. Porat served as Corporate Controller of Tecnomatix Technologies Ltd. From 1996 to 1997, he served as Corporate Controller of Nechushtan Elevators Ltd. Mr. Porat is a certified public accountant and holds a Bachelor's degree in economics and accounting from Tel Aviv University.

Eran Liron has served as our Corporate Vice President, Business Development since February 2006. From 2004 to 2006, he served as Director of Corporate Development at Mercury Interactive Corporation, a software company, and prior thereto he held several business development positions at Mercury Interactive. Before joining Mercury, Mr. Liron served in several marketing roles at software startups and at Tower Semiconductor. Mr. Liron holds a Bachelor of Science degree from the Technion – Israel Institute of Technology and a Doctorate in Business from the Stanford Graduate School of Business in California.

Dan Yalon has served as our Chief Strategy Officer since November 2007. From 2003 to 2007, Mr. Yalon held several business development positions at Amdocs Ltd., the last of which was as the Head of Strategy and New Business Initiatives, where he established the company's strategic planning and execution capabilities, translating corporate vision and strategic planning into actionable growth initiatives. From 2000 to 2003, Mr. Yalon was a strategy consultant with U.S.-based firm Monitor Company and with Israeli firm P.O.C Management Consulting. Mr. Yalon holds a Bachelor's degree in Law and a Bachelor's degree in management, both from the Hebrew University of Jerusalem.

Benny Einhorn has served as our Chief Marketing Officer since April 2010. From 2008 to 2009, Mr. Einhorn served as the Vice President of Sales & Marketing in Modu, an innovative manufacturer of the world's lightest modular mobile phones. From 2001 to 2008, he was the Chief Marketing Officer and President of EMEA at Comverse Inc. Mr. Einhorn holds an MBA degree and a Bachelor's degree in Industrial Engineering from Tel Aviv University.

Yochai Rozenblat has served as President and Chief Executive Officer of our American division since September 2009. Prior to his current position, Mr. Rozenblat was President of the Enterprise Group in the Americas. From 2003 to 2007, Mr. Rozenblat served as our Vice President of Sales, responsible for North America and from 2007 his responsibilities also extended to South America. Before joining NICE in 2004, Mr. Rozenblat led the Enterprise Sales Team at Clarify, the CRM division of Amdocs. Mr. Rozenblat has a Bachelor's degree in Law from Tel Aviv University.

Shlomi Cohen has served as President of NICE EMEA since April 2010. From 2007 to 2010, Mr. Cohen served as the head of the BBA Global Sales Division of Nokia Siemens Networks (located in Germany), where he ran a worldwide operation. Prior to that, he was the Senior Vice President Sales for the Carrier Ethernet and for the ATM switches technology in the Worldwide Fixed Networks Division of Siemens Communications**.** Before joining Siemens, he acted as the senior Vice President Sales for BATM Advanced Technologies. Mr. Cohen has a Bachelor's of Science degree in Aeronautics Engineering from Technion – Israel Institute of Technology and a Master's degree in Business Administration, from Bar Ilan University.

Raghav Sahgal has served as President of NICE APAC since October 2010. From 2008 to 2010, Mr. Sahgal served as Vice President, Communications, Global Business Unit – APAC of Oracle. Prior to that, Mr. Sahgal held various senior positions in the management, strategic planning, global field operations, sales and marketing groups at Intense Technologies Inc., Suntec Inc., Comverse Technology, CSG Systems and Lucent Technologies. Mr. Sahgal is a graduate of the Harvard Business School Executive General Management Program, has a Master's degree in Computer System Management from the University of Maryland and a Bachelor's degree in Computer Engineering from Tulane University.

Sigal Gillmore has served as Corporate Vice President Human Resources since September 2009. From 1996 until 2009, Ms. Gillmore held several field, regional and corporate roles at Microsoft. In her most recent role at Microsoft, Ms. Gillmore led the staffing function across all international regions (EMEA, Asia, Latin America) overseeing both Sales and R&D sites. Ms. Gillmore holds a Masters degree in organizational behavior from Tel Aviv University.

There are no family relationships between any of the directors or executive officers named above.

Compensation

The aggregate compensation paid to or accrued on behalf of all our directors and executive officers as a group of 25 persons during 2010 consisted of approximately $8.8 million in salary, fees, bonus, commissions and directors' fees and approximately $0.7 million in amounts set aside or accrued to provide pension, retirement or similar benefits, but excluding amounts we expended for automobiles made available to our officers, expenses (including business travel, professional and business association dues and expenses) reimbursed to our officers and other fringe benefits commonly reimbursed or paid by companies in Israel.

The company has a performance based bonus plan for its executive management team. The plan is based on our overall performance, the particular unit performance, individual performance and the results of the customer satisfaction survey conducted anually. The measurements can change year over year, and are a combination of financial parameters, including revenues, booking, operating income and collection. The plan is reviewed and approved by our Board of Directors annually, as is any bonus payment under the plan.

During 2010, our officers and directors received, in the aggregate, options to purchase 584,666 ordinary shares and 52,000 restricted share units under our equity based compensation plans. The options have a weighted average price of $24.47 and will expire six years after the date of grant. The restricted shares units are granted at par value of the ordinary shares. For information regarding our option exchange program, see "– Share Ownership – Option Exchanges and Price Adjustment."

Pursuant to the requirements of the Israeli Companies Law, 5759–1999, or the Israeli Companies Law, remuneration of our directors generally requires shareholder approval. Compensation and reimbursement for outside directors (as described below) is statutorily determined pursuant to the Israeli Companies Law. Effective as of July 29, 2008, our shareholders approved the payment to each of our directors, including outside directors, of an annual fee of NIS 90,000 (equivalent to approximately $25,359) and a meeting attendance fee of NIS 3,250 (equivalent to approximately $916), including for meetings of committees of the board of directors. The cash amounts set forth above are subject to adjustment for changes in the Israeli consumer price index after December 2007.

On June 29, 2010, at our 2010 annual general meeting of shareholders, our shareholders approved the increase of the Chairman of the Board's special annual cash fee from NIS 180,000 (equivalent to approximately $50,719) to NIS 390,000 (equivalent to approximately $109,890). The special annual fee is subject to adjustment for changes in the Israeli consumer price index after June 2010.

Board Practices

Corporate Governance Practices

We are incorporated in Israel and therefore are subject to various corporate governance practices under the Israeli Companies Law, relating to such matters as outside directors, the internal audit committee, the financial statements committee, the internal auditor and approvals of interested party transactions. These matters are in addition to the ongoing listing conditions of the NASDAQ and other relevant provisions of U.S. securities laws. Under applicable NASDAQ rules, a foreign private issuer may generally follow its home country rules of corporate governance in lieu of comparable NASDAQ requirements, except for certain matters such as composition and responsibilities of the audit committee and the independence of its members. For further information see "Item 16G – Corporate Governance."

General Board Practices

Our articles of association provide that the number of directors serving on the board shall be not less than three but shall not exceed thirteen. Our directors, other than outside directors, are elected at the annual shareholders meeting to serve until the next annual meeting or until their earlier death, resignation, bankruptcy, incapacity or removal by an extraordinary resolution of the general shareholders meeting. Directors may be re-elected at each annual shareholders meeting. The board may appoint additional directors (whether to fill a vacancy or create new directorships) to serve until the next annual shareholders meeting, provided, however, that the board shall have no obligation to fill any vacancy unless the number of directors is less than three.

The board may, subject to the provisions of the Israeli Companies Law, appoint a committee of the board and delegate to such committee all or any of the powers of the board, as it deems appropriate. Notwithstanding the foregoing, the board may, at any time, amend, restate or cancel the delegation of any of its powers to any of its committees. The board has appointed an internal audit committee under the Israeli Companies Law that has four members, a financial statements committee under the Israeli Companies Law that has four members, an audit committee that has four members, a compensation committee that has five members and a nominations committee that has two members. We do not have, nor do our subsidiaries have, any directors' service contracts granting to the directors any benefits upon termination of their employment.

Outside Directors

Under the Israeli Companies Law, companies incorporated under the laws of Israel whose shares have been offered to the public in or outside of Israel are required to appoint at least two "outside" directors.

To qualify as an outside director, an individual or his or her relative, partner, employer or any entity under his or her control, may not have as of the date of appointment as an outside director, and may not have had during the previous two years, any affiliation with the company, with any entity controlling the company on the date of the appointment or with any entity whose controlling shareholder, on the date of the appointment or during the previous two years, is the company or an entity controlling the company. In general, the term "affiliation" includes:

• an employment relationship;
• a business or professional relationship maintained on a regular basis;
• control; and
• service as an office holder.

No person may serve as an outside director if the person's position or other activities create, or may create, a conflict of interest with the person's responsibilities as an outside director or may otherwise interfere with the person's ability to serve as an outside director.

Outside directors are to be elected by a majority vote at a shareholders' meeting, provided that either:

• · the majority of shares voted at the meeting shall include at least one-third of the shares of non-controlling shareholders present at the meeting and voting on the matter (without taking into account the votes of the abstaining shareholders); or
• · the total number of shares of non-controlling shareholders voted against the election of the outside directors does not exceed one percent of the aggregate voting rights in the company.

The term of an outside director is three years and may be extended for an additional term of three years. Thereafter, he or she may be reelected by our shareholders for additional periods of up to three years each only if the audit committee and the board of directors confirm that, in light of the outside director's expertise and special contribution to the work of the board of directors and its committees, the reelection for such additional period is beneficial to the company. Each committee of a company's board of directors which is empowered to exercise any of the board's powers is required to include at least one outside director.

Mr. Dan Falk was elected for a fourth term as an outside director and Ms. Yocheved Dvir was elected for a second term as an outside director at our Annual General Meeting held on June 29, 2010, and their election became effective as of January 1, 2011. An outside director is entitled to compensation as provided in regulations adopted under the Israeli Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly, from the company. In accordance with such regulations, our shareholders approved that our outside directors are to receive compensation equal to that paid to the other members of the board of directors. For further information, please see Item 6, "Directors, Senior Management and Employees—Compensation" in this annual report.

Financial and Accounting Expertise

Pursuant to new provisions of the Israeli Companies Law effective from April 2006, our board of directors has determined that at least one member of our board of directors must be an "accounting and financial expert." The Israeli Companies Law requires that all outside directors must be "professionally qualified." Under applicable NASDAQ rules, each member of our audit committee must be financially literate and at least one of the members must have experience or background that results in such member's financial sophistication. Our board of directors has determined that Dan Falk is an "accounting and financial expert" for purposes of the Israeli Companies Law and is financially sophisticated for purposes of applicable NASDAQ rules. See also Item 16A, "Audit Committee Financial Expert" in this annual report.

Independent Directors

Under the rules of the NASDAQ, a majority of our directors are required to be "independent" as defined in applicable NASDAQ's rules. All of our directors satisfy the respective independence requirements of NASDAQ.

Internal Audit Committee

The Israeli Companies Law requires public companies to appoint an internal audit committee. The role of the internal audit committee under the Israeli Companies Law is to examine flaws in the management of the company's business in consultation with the internal auditors and the independent accountants, and to propose remedial measures to the board. The internal audit committee also reviews interested party transactions for approval as required by law, including approval of the remuneration of a director in any capacity, which also requires Board, Compensation Committee and shareholder approval. Under the Israeli Companies Law, an internal audit committee must consist of at least three directors, including all of the outside directors. The chairman of the board of directors, any director employed by or otherwise providing services to the company on a regular basis, and a controlling shareholder or any relative of a controlling shareholder, may not be a member of the internal audit committee. All of the current members of our internal audit committee (presently comprised of Yocheved Dvir (Chairman), Joseph Atsmon, Dan Falk and Yoseph Dauber) meet these qualifications.

Internal Auditor

Under the Israeli Companies Law, the board of directors must appoint an internal auditor, proposed by the internal audit committee. The role of the internal auditor is to examine, among other matters, whether the company's activities comply with the law and orderly business procedure. Under the Israeli Companies Law, the internal auditor may be an employee of the company but may not be an interested party or office holder, or a relative of any interested party or office holder, and may not be a member of the company's independent accounting firm or its representative. We have appointed an internal auditor in accordance with the requirements of the Israeli Companies Law.

Audit Committee

The NASDAQ rules also require that the audit committee of a listed company must be composed of at least three directors, each of whom is (i) independent; (ii) does not receive any compensation (except for board fees) from the company; (iii) is not an affiliated person of the company or any subsidiary; and (iv) has not participated in the preparation of the company's (or a current subsidiary's) financial statements during the past three years. All of the current members of our audit committee (presently comprised of Joseph Atsmon (Chairman), Ron Gutler, Dan Falk and Yocheved Dvir) meet the NASDAQ standards described above.

Our audit committee has adopted a charter specifying the committee's purpose and outlining its duties and responsibilities which include, among other things, (i) appointing, retaining and compensating the company's independent auditor, subject to shareholder approval, (ii) pre-approving all services of the independent auditor. The audit committee must review and approve all related party transactions and (iii) overseeing our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is also authorized to act as our "qualified legal compliance committee." As such, our audit committee will be responsible for investigating reports made by attorneys appearing and practicing before the SEC in representing us, of perceived material violations of U.S. federal or state securities laws, breaches of fiduciary duty or similar material violations of U.S. law by us or any of our agents.

We believe we currently meet the applicable NASDAQ requirements and we intend to continue to take all actions as may be necessary for us to maintain our compliance with applicable NASDAQ requirements.

Financial Statements Committee

Pursuant to regulations under the Israeli Companies Law, we appointed a committee for review and approval of our annual financial statements. The role of the financial statements committee is to examine the financial statements, including implementation of accounting policies, internal controls and valuations, and provide its recommendations to the Board. Under these regulations the financial statements committee must: (i) consist of at least three directors, (ii) include all of the outside directors, (iii) have a majority of "independent directors" pursuant to the Israeli Companies Law, (iv) have an outside director acting as the chair of the committee, and (v) consist of members that possess the skills required to read and understand financial statements, and at least one of the independent members that is a financial and accounting expert. All of the current members of our financial statements committee (presently comprised of Yocheved Dvir (Chair), Joseph Atsmon, Dan Falk and Yoseph Dauber) meet these qualifications.

Our audit committee will also continue to oversee our accounting and financial reporting processes, as required by the NASDAQ listing rules. If an anticipated regulation is adopted exempting NASDAQ-listed companies from the requirement to have a financial statements committee under the Israeli Companies Law, we intend to disband this committee.

Compensation Committee

As required by NASDAQ rules, our compensation committee approves the compensation of our executive officers. The compensation of our chief executive officer also requires the approval of our board of directors under the Israeli Companies Law. The compensation committee is also authorized to approve the grant of stock options and other securities to eligible grantees under our benefit plans pursuant to guidelines adopted by our board of directors. However, grants of stock options and other securities to our executive officers also require approval of our board of directors. The current members of this committee, each of whom satisfies the respective independence requirements of NASDAQ, are Dan Falk (chairman), Rimon Ben Shaoul, Yoseph Dauber, Ron Gutler and John Hughes.

Nominations Committee

As required by NASDAQ rules, our nominations committee recommends candidates for election to our board of directors pursuant to a written charter. The current members of this committee, all of whom are independent directors, are Ron Gutler and Dan Falk.

Employees

At December 31, 2010, we had 2,794 employees worldwide, which represented an increase of approximately 8% from year-end 2009.

The following table sets forth the number of our full-time employees at the end of each of the last three fiscal years as well as the main category of activity and geographic location of such employees:

		At December 31,
Category of Activity	2008	2009	2010
Operations	105	101	122
Customer Support	852	966	1,018
Sales & Marketing	492	530	604
Research & Development	597	638	705
General & Administrative	358	361	345
Total	2,404	2,596	2,794
Geographic Location
Israel	1,014	1,086	1,212
Americas	864	942	1,009
Europe	355	373	352
Asia Pacific	171	195	221
Total	2,404	2,596	2,794

We also utilize temporary employees in various activities. On average, we employed 28 temporary employees and obtained services from 444 consultants (not included in the numbers set forth above) during 2010.

Our future success will depend in part upon our ability to attract and retain highly skilled and qualified personnel. Although competition for such personnel is generally intense, we believe that adequate personnel resources are currently available in Israel to meet our requirements.

We are not a party to any collective bargaining agreement with our employees or with any labor organization. However, we are subject to certain labor related statutes, and to certain provisions of collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordinating Bureau of Economic Organizations (including the Industrialists' Association of Israel) that are applicable to our Israeli employees by order of the Israeli Ministry of Labor and Welfare. These statutes and provisions principally concern the length of the work day and the work week, minimum wages for workers, insurance for work-related accidents, determination of severance pay and other conditions of employment. Furthermore, pursuant to such provisions, the wages of most of our Israeli employees are automatically adjusted based on changes in the Israeli consumer price index, or CPI. The amount and frequency of these adjustments are modified from time to time. Israeli law generally requires the payment by employers in Israel of severance pay upon the death of an employee, his retirement or upon termination of employment by the employer without due cause. We currently fund our ongoing severance obligations in Israel by making monthly payments to approved severance funds or insurance policies. Please see Note 2q to our Consolidated Financial Statements. In addition, according to the National Insurance Law, Israeli employers and employees are required to pay predetermined sums to the National Insurance Institute, an organization similar to the U.S. Social Security Administration. These contributions entitle the employees to benefits in periods of unemployment, work injury, maternity leave, disability, reserve military service and bankruptcy or winding-up of the employer. Since January 1, 1995, such amount also includes payments for national health insurance. The payments to the National Insurance Institute are equal to approximately 17% of an employee's wages (up to a certain cap as determined from time to time by law), of which the employee contributes approximately 66% and the employer contributes approximately 34%.

In addition to our severance obligations for employees located in Israel, we pay severance benefits to our employees located elsewhere in accordance with the local laws and practices of the countries in which they are employed.

Employment Agreements

We have employment agreements with our officers. Pursuant to these employment agreements, each party may terminate the employment for no cause by giving a 30, 60 or 90 day prior written notice (six months in the case of certain senior officers). In addition, we may terminate such agreement for cause with no prior notice. The agreements generally include non-competition and non-disclosure provisions, although the enforceability of non-competition provisions in employment agreements under Israeli law is very limited.

Share Ownership

As of March 14, 2011, our directors and executive officers beneficially owned an aggregate of 667,281 ordinary shares, or approximately 1.05% of our outstanding ordinary shares. This figure includes 665,198 options to purchase ordinary shares and 2,083 restricted share units that were vested on such date or that were scheduled to vest within the following 60 days. The options have an average exercise price of $26.66 per share and expire between 2011 and 2017. The restricted share units are granted at par value of the ordinary shares. No individual director or executive officer beneficially owns 1% or more of our outstanding ordinary shares.

The following is a description of each of our option plans, including the amount of options currently outstanding and the weighted average exercise price.

2008 Share Incentive Plan

In June 2008, we adopted the NICE-Systems Ltd. 2008 Share Incentive Plan, or 2008 Plan, to provide incentives to employees, directors, consultants and/or contractors by rewarding performance and encouraging behavior that will improve our profitability. Under the 2008 Plan, our employees, directors, consultants and/or contractors may be granted any equity-related award, including any type of an option to acquire our ordinary shares and/or share appreciation right and/or share and/or restricted share and/or restricted share unit and/or other share unit and/or other share-based award and/or other right or benefit under the Plan (each an "Award"). We have registered, through the filing of registration statements on Form S-8 with the SEC under the Securities Act of 1933, 5,000,000 ADSs for issuance under the 2008 Plan.

Generally, under the terms of the 2008 Plan, 25% of an Award granted becomes exercisable on the first anniversary of the date of grant and 6.25% becomes exercisable once every quarter during the subsequent three years. Specifically with respect to restricted share units, unless determined otherwise by the board of directors, 25% of the restricted share units granted becomes vested on each of the four consecutive annual anniversaries following the date of grant. Certain executive officers are entitled to acceleration of vesting of awards in the event of a change of control, subject to certain conditions. Awards with a vesting period expire six years after the date of grant. Awards are non-transferable except by will or the laws of descent and distribution.

In December 2010, we amended the 2008 Plan, such that: (i) options are granted at an exercise price equal to the average of the closing prices of one ADR, as quoted on the NASDAQ market, during the 30 consecutive calendar days preceding the date of grant, unless determined otherwise by the administrator of the 2008 Plan (including in some cases options granted with an exercise price equal to the nominal value of an ordinary share), and (ii) options granted with an exercise price equal to the nominal value of an ordinary share shall have a vesting schedule identical to that of restricted share units, as indicated above.

Our board of directors adopted an addendum to the 2008 Plan for Awards granted to grantees who are residents of Israel (the "Addendum"). On June 16, 2008, our board of directors resolved to elect the "Capital Gains Route" (as defined in Section 102(b)(2) of the Tax Ordinance) for the grant of Awards to Israeli grantees, which is described above under "1995 Stock Option Plan**."** The U.S. addendum of the 2008 Plan provides only for non-qualified stock options for purposes of U.S. tax laws.

The 2008 Plan provides that the number of shares that may be subject to Awards granted under the 2008 Plan shall be an amount per calendar year, equal to 3.5% of our issued and outstanding share capital as of December 31 of the preceding calendar year. Out of such quantity, options that are not granted in a particular calendar year will not be allocated during the next calendar years. By setting these terms, our board of directors took into account the need for current employee retention and retention of future employees, including, specifically, the need to retain in certain years employees that join through acquisitions. During 2010, we granted 1,635,387 options and restricted share units under the 2008 Plan (which constitutes 2.6% of our issued and outstanding share capital as of December 31, 2009).

The 2008 Plan is generally administered by our board of directors and compensation committee, which determines the grantees under the 2008 Plan and the number of Awards to be granted. As of March 14, 2011, options and restricted share units to purchase 4,285,127 ordinary shares were outstanding under the 2008 Plan at a weighted average exercise price of $20.46.

2003 Stock Option Plan

In December 2003, we adopted the NICE-Systems Ltd. 2003 Employee Stock Option Plan, or 2003 Plan, to attract, motivate and retain talented employees by rewarding performance and encouraging behavior that will improve our profitability. Under the 2003 Plan, our employees, officers and directors may be granted options to acquire our ordinary shares. The options to acquire ordinary shares are granted at an exercise price of not less than the fair market value of the ordinary shares on the date of the grant, subject to certain exceptions which may be determined by our board of directors. We have registered, through the filing of registration statements on Form S-8 with the SEC under the Securities Act of 1933, 8,962,112 ADSs for issuance under the 2003 Plan.

Generally, under the terms of the 2003 Plan, 25% of the stock options granted become exercisable on the first anniversary of the date of grant and 6.25% becomes exercisable once every quarter during the subsequent three years. Stock options expire six years after the date of grant. Stock options are non-transferable except upon the death of the grantee. For information regarding options granted under the 2003 Plan to our directors, please see Item 6, "Directors, Senior Management and Employees – Compensation" in this annual report.

Pursuant to the Tax Reform and in order to comply with the provisions of Section 102 of the Tax Ordinance, on January 5, 2004, our board of directors adopted an addendum to our share option plan with respect to options granted as of December 2, 2003, to grantees who are residents of Israel (the "Addendum"). The Addendum does not add to nor modify our share option plan in respect of grantees that are not residents of Israel. On December 19, 2003, the board of directors resolved to elect the "Capital Gains Route" (as defined in Section 102(b)(2) of the Tax Ordinance) for the grant of options to Israeli grantees. Generally, subject to the fulfillment of the provisions of Section 102 of the Tax Ordinance, under the Capital Gains Route gains realized from the sale of shares issued upon exercise of options will mostly be taxed at a rate of only 25% and partially at the marginal income tax rate applicable to the grantee (up to 45% in 2010). In general, all options granted to Israeli grantees, shares issued upon exercise of such options and any bonus shares issued with respect to such shares will be held in trust for the benefit of the grantee for at least a period equal to the shorter of 30 months from the date of grant or two years from the end of the tax year in which the options are granted. Following an amendment to the Tax Ordinance which came into effect on January 1, 2006, the aforementioned trust period for options granted on or after January 1, 2006 is 24 months from the date of grant. The options may not be released from the trust prior to the payment of the grantee's tax liabilities. In the event the requirements of Section 102 for the allocation of options according to the Capital Gains Route are not met, the applicable marginal income tax rates will apply.

The 2003 Plan provides that the number of ordinary shares reserved for issuance thereunder shall increase each year commencing in 2004 by the lesser of (x) 600,000 ordinary shares or (y) two percent (2%) of the total number of outstanding ordinary shares as of December 31 of the immediately preceding calendar year. On September 28, 2005, our shareholders approved the transfer of ordinary shares reserved for issuance under our ESPP (as defined below) to the 2003 Plan. According to such shareholders' resolution, 1,437,888 ordinary shares remained registered under the ESPP at such time, and the balance of 3,062,112 ordinary shares were transferred to the 2003 Plan, of which 1,062,112 ordinary shares were transferred immediately and an additional 500,000 ordinary shares that were added annually to the pool of ordinary shares were transferred to the 2003 Plan each year until calendar year 2009. In addition, on December 21, 2006, our shareholders approved an increase in the number of ordinary shares reserved for issuance under the 2003 Plan by 1,300,000 shares.

The 2003 Plan is generally administered by our compensation committee, which determines the grantees under the 2003 Plan and the number of options to be granted. As of March 14, 2011, options to purchase 839,968 ordinary shares were outstanding under the 2003 Plan at a weighted average exercise price of $27.53.

1999 Amended and Restated Employee Stock Purchase Plan

In 1999, we adopted the NICE-Systems Ltd. 1999 Employee Stock Purchase Plan, or ESPP, in order to provide an incentive to our employees and the employees of our subsidiaries by providing them with an opportunity to purchase our ordinary shares through accumulated payroll deductions, and thereby enable such persons to share in the future growth of our business. We amended the ESPP in December 2003 and in December 2005. We have registered, through the filing of registration statements on Form S-8 with the SEC under the Securities Act, 1,737,888 ADSs for issuance under the ESPP. For information on the transfer of ordinary shares reserved for issuance under the ESPP to the 2003 Plan, please see the description under the caption "2003 Stock Option Plan" above.

Under the terms of the ESPP, eligible employees (generally, all our employees and the employees of our eligible subsidiaries who are not directors or controlling shareholders) may, on January 1 and July 1 of each year in which the ESPP is in effect, elect to become participants in the ESPP for that six-month period by filing an agreement with us arranging for payroll deductions of between 2% and 10% of such employee's compensation for the relevant period. An employee's election to purchase ordinary shares under the ESPP is subject to his or her right to withdraw from the ESPP prior to exercise, six months after the offering date. The price per ordinary share under the ESPP is 95% of the closing sales price of one ADR as quoted on NASDAQ on the semi-annual purchase date.

Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan

Pursuant to the terms of the acquisition of Actimize Ltd. in August 2007, we assumed and replaced the stock options and restricted shares granted by Actimize.

In 2003, Actimize adopted the 2003 Omnibus Stock Option and Restricted Stock Incentive Plan, or the 2003 Actimize Plan, to afford an incentive to employees, officers, office holders, directors, subcontractors and consultants of Actimize or any subsidiary of Actimize, to acquire a proprietary interest in Actimize, to increase their efforts on behalf of Actimize and to provide the success of Actimize's business. Under the 2003 Actimize Plan, the grantees could be granted options to acquire Actimize's ordinary shares, restricted shares and shares. Incentive stock options to acquire ordinary shares of Actimize were granted at an exercise price not less than the fair market value of the ordinary shares of Actimize on the date of grant or as determined by Actimize's board of directors or by a committee thereof. In addition, the options were granted at an exercise price of not less than the par value of the ordinary shares of Actimize.

In September 2007, we registered, through the filing of a registration statement on Form S-8 with the SEC under the Securities Act, an aggregate of 987,104 ADSs, which are comprised of (i) 564,225 ADSs subject to issuance upon the exercise of stock options outstanding under the 2003 Actimize Plan and (ii) 422,879 ADSs representing restricted ordinary shares issued in lieu of restricted shares issued under the 2003 Actimize Plan.

Generally, under the terms of the 2003 Actimize Plan, 25% of the options granted become exercisable on the first anniversary of the date of grant and 6.25% become exercisable following the lapse of every consecutive quarter thereafter during the subsequent three years. Options generally expire ten years after the date of grant. Options are non-transferable except upon the death of the grantee. When applicable, the options are held by, and registered in the name of, a trustee for a period of two years after the date of grant in accordance with Section 102 of the Israeli Income Tax Ordinance.

As of March 14, 2011, options to purchase 154,806 ordinary shares of NICE were outstanding and 848 restricted shares were issued under the 2003 Actimize Plan at a weighted average exercise price of $9.72 and $0.02, respectively. No additional grants are being made under this plan following the acquisition of Actimize.

Orsus Solutions Limited 2007 Incentive Option Plan

In 2007, Orsus adopted the 2007 Incentive Option Plan that was further amended by Orsus on January 10, 2010 (the "2007 Orsus Plan"), to afford an incentive to employees, office holders and service providers of Orsus and its subsidiaries. Under the 2007 Orsus Plan, the grantees could be granted options to acquire Orsus' ordinary A shares, restricted ordinary A shares or restricted ordinary A share units.

Pursuant to the terms of the Orsus acquisition agreement, we assumed and converted the outstanding stock options and restricted share units granted by Orsus under the Orsus 2007 Plan, into stock options to purchase ordinary shares of NICE or restricted share units of NICE, pursuant to a set formula (the "Assumed Awards"). The Assumed Awards include (i) options or restricted share units granted to certain key employees of Orsus or its subsidiaries (the "Key Employee Awards"); and (ii) retention options granted to certain employees of Orsus or its subsidiaries (the "Retention Options"). Under the terms of the 2007 Orsus Plan and the acquisition agreement, 50% of the Key Employee Awards granted become exercisable and vest after a period of twelve months of continuous employment with NICE (or its applicable subsidiary) commencing on January 11, 2010 and the remaining 50% become exercisable following the lapse of 6 months thereafter. In addition, if employment of a key employee is terminated within a limited time period and under certain circumstances, such key employee's Options shall become vested immediately. The Retention Options vest over a course of four years as follows: (i) 25% vest and become exercisable at the lapse of 12-month period of continuous employment with NICE (or its applicable subsidiary) commencing on January 11, 2010, and (ii) the balance thereof vests on a quarterly basis during the 36 months period thereafter, such that 6.25% vest and become exercisable at the lapse of each quarter of continuous employment with NICE (or its applicable subsidiary). Options generally expire ten years after the date of grant and restricted share units generally expire seven years after the date of grant. Options are non-transferable except upon the death of the grantee. When applicable, the options are held by, and registered in the name of, a trustee for a period of two years after the date of grant in accordance with Section 102 of the Israeli Income Tax Ordinance.

As of March 14, 2011, options and restricted share units to purchase 54,047 ordinary shares of NICE were outstanding under the 2007 Orsus Plan, comprised of 35,000 ordinary shares underlying the Retention Options at an exercise price per share of $30.78; and 19,047 ordinary shares underlying the Key Employee Awards at an exercise price per share equal to the par value of the ordinary shares of NICE. We have registered, through the filing of registration statements on Form S-8 with the SEC under the Securities Act of 1933, 60,000 ADRs for issuance under the 2007 Orsus Plan.

e-Glue Software Technologies Inc., 2004 Stock Option Plan

In 2004, e-Glue adopted the 2004 Stock Option Plan that was further amended by e-Glue on June 9, 2010 (the "2004 e-Glue Plan"), for the grant of awards to employees, directors and service providers of e-Glue and its subsidiaries. The 2004 e-Glue Plan provides for the grant of options to acquire e-Glue's stock, for the grant of restricted stock and for the grant of restricted share units.

Pursuant to the terms of the e-Glue acquisition agreement, we assumed the outstanding stock options and restricted share units granted by e-Glue under the 2004 e-Glue Plan that did not expire upon closing of the e-Glue acquisition. Following such assumption, the options represent rights to purchase ordinary shares of NICE or restricted share units of NICE, pursuant to a set formula (such options and restricted share units, together the "Assumed e-Glue Options"). Some of the Assumed e-Glue Options have a three year vesting period, with a third becoming vested and exercisable one year from their date of grant and the remainder vesting and become exercisable in equal installments on an annual basis over the following two years. The remaining portion of the Assumed e-Glue Options vest as follows: 25% vest and become exercisable one year from their date of grant, and the remaining 75% vest and become exercisable on December 31, 2011. Certain Assumed e-Glue Options are subject to acceleration rights if employment is terminated within a limited time period and under certain circumstances. If the grantee ceases to be an employee or service provider of us or one of our subsidiaries, for any reason, the optionee may exercise or be entitled to the Assumed e-Glue Options to the extent they were vested and exercisable on the date of termination of employment or service, as the case may be, but only during the period ending on the earlier of (a) 10 years from the date of grant (unless sooner terminated as provided in a specific award agreement) or (b) three months after the date of termination of employment or service, as the case may be. However, if the optionee dies or becomes disabled prior to the expiration date of his or her Assumed e-Glue Options while still in the employ or service of us or one of our subsidiaries, or during the three month period described in the preceding sentence, or in the event of the retirement of the optionee for reasons of disability (within the meaning of Section 22(e)(3) of the U.S. Internal Revenue Code, 1986), the Assumed e-Glue Options shall remain exercisable until the earlier of their expiration date in accordance with the award agreement or one year from the date of such death or retirement. When applicable, the Assumed e-Glue Options shall be held by, and registered in the name of, a trustee, according to Section 102(b) of the Israeli Income Tax Ordinance [New Version], 5731- 1961.

As of March 14, 2011, Assumed e-Glue Options for 73,457 ordinary shares of NICE were outstanding under the 2004 e-Glue Plan. The exercise price per share underlying the options is equal to the nominal value of an ordinary share. We have registered, through the filing of a registration statement on Form S-8 with the SEC under the Securities Act of 1933, 76,035 ADRs for issuance under the 2004 e-Glue Plan.

Option Exchanges and Price Adjustment

On June 23, 2009, we commenced a tender offer to offer eligible employees in Israel, Hong Kong, the United States and the United Kingdom, excluding our directors, Chief Executive Officer and certain other executive officers, the opportunity to tender options granted before September 1, 2008 under the 2003 Plan or the 2003 Actimize Plan (almost all of which had an exercise price per share above $34.00), in exchange for restricted share units (RSUs) or options (depending on the employee's country of residence) with a per share exercise price or per share purchase price equal to the par value of our ordinary shares, or NIS 1.00 (approximately $0.25). The exchange was on a one-for-three basis, meaning that eligible employees electing to participate received a new RSU or option with respect to one share for every three shares subject to the options tendered for exchange. The new awards vest in 25% annual increments over a four-year period starting from August 5, 2009 and have a new six-year term. Options surrendered in the exchange were cancelled. On August 5, 2009, the expiration date of the exchange offer, we accepted for exchange eligible options to purchase an aggregate of 1,492,204 ordinary shares that had been granted under the 2003 Plan and the 2003 Actimize Plan, and granted, under the 2008 Plan, new options to purchase 311,454 ordinary shares, and new RSUs representing 185,932 ordinary shares, in exchange for the eligible options tendered and accepted pursuant to the exchange offer.

On June 15, 2009, our board of directors approved the reduction of the exercise price per share of our options to acquire ordinary shares granted on September 2, 2008 under the 2008 Plan held by eligible employees, including certain of our executive officers, based in Israel, Hong Kong, the United States, and the United Kingdom. The exercise price per share of these options was originally $30.25 per share, and was reduced to $22.53 per share, which was the closing price of our ADSs on the NASDAQ Global Select Market on June 15, 2009. Other than the exercise price, no other terms of these options were modified. The aggregate number of our ordinary shares that are subject to the options that have been repriced is 1,020,400.

In addition, on June 15, 2009 our board of directors approved an option exchange with three of our executive officers, in which such executive officers exchanged options to purchase an aggregate of 265,000 ordinary shares, issued in 2007 under the 2003 Plan and having an exercise price between $34.00 and $39.00 per share, for new options to be issued under the 2008 Plan with a per share exercise price equal to $22.53 per share, which was the closing price of our ADSs on the NASDAQ Global Select Market on June 15, 2009. The new options issued in this exchange vest in four equal annual installments (or as nearly as possible) following the new grant date and will expire six years following the new grant date.

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

___________

The following table sets forth certain information with respect to the beneficial ownership of our ordinary shares, with respect to each person known to us to be the beneficial owner of 5% or more of our outstanding ordinary shares, reported as of March 9, 2011. None of our shareholders has any different voting rights than any other shareholder.

Name and Address	Number of Shares	Percent of Shares Beneficially Owned (1)
Psagot Investment House Ltd.	4,387,514 (2)	6.9%
14 Ahad Ha'am Street
Tel Aviv 65142, Israel
Migdal Insurance and Financial Holdings Ltd.	3,170,135 (3)	5.0%
4 Efal Street, P.O. Box 3063
Petach Tikva 49512, Israel

(1) Based upon 63,649,878 ordinary shares issued and outstanding on March 9, 2011.

• (2) These securities are held for members of the public through, among others, portfolio accounts, provident funds and mutual funds, which are managed by subsidiaries of Psagot Investment House Ltd., according to the following segmentation: 1,553,975 ordinary shares are held by portfolio accounts managed by Psagot Securities Ltd., 457,350 ordinary shares are held by Psagot Exchange Traded Notes Ltd., 238,748 ordinary shares are held by mutual funds managed by Psagot Mutual Funds Ltd., and 2,137,441 ordinary shares are held by provident funds managed by Psagot Provident Funds Ltd. This information is based upon a Schedule 13G filed by Psagot Investment House Ltd. with the SEC on February 10, 2011. Ron Gutler, our Chaiman of the Board, serves as a director of Psagot Securities Ltd. and Psagot Investment House Ltd., but disclaims beneficial ownership of the shares held by these entities.
• (3) Of which: (i) 3,002,963 ordinary shares are held for members of the public through, among others, provident funds, mutual funds, pension funds and insurance policies, which are managed by subsidiaries of Migdal Insurance and Financing Holdings Ltd., according to the following segmentation: 1,634,481 ordinary shares are held by profit participating life assurance accounts; 1,180,077 ordinary shares are held by provident funds and companies that manage provident funds and 188,405 ordinary shares are held by companies for the management of funds for joint investments in trusteeship, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (ii) 167,172 are beneficially held for Migdal Insurance and Financing Holdings Ltd. own account (Nostro account). This information is based upon a Schedule 13G filed by Migdal Insurance and Financing Holdings Ltd. with the SEC on January 27, 2011.

As of March 9, 2011, we had approximately 70 ADS holders of record in the United States, holding approximately 56% of our outstanding ordinary shares, as reported by The Bank of New York Mellon, the depositary for our ADSs.

As of December 31, 2010, The Phoenix Holding Ltd. ("Phoenix") held 3,032,139, or 4.82% of our ordinary shares. This information is based upon a Schedule 13G filed by Phoenix with the SEC on March 1, 2011. Based on the Schedule 13G, Phoenix is an indirect majority-owned subsidiary of Delek Investments and Properties Ltd. ("Delek Investments"). Delek Investments is a wholly-owned subsidiary of Delek Group Ltd. The majority of Delek Group Ltd.'s outstanding share capital and voting rights are owned, directly and indirectly, by Itshak Sharon (Tshuva) through private companies wholly-owned by him, and the remainder is held by the public. As of March 1, 2010, Phoenix and Excellence Investments Ltd. ("Excellence") held 3,479,696, or 5.6% of our ordinary shares. This information is based upon information provided to us by Phoenix and Excellence.

As of December 31, 2008, Massachusetts Financial Services Company held 336,918, or 0.6%, of our ordinary shares. This information is based upon a Form 13G/A, filed by Massachusetts Financial Services Company with the SEC on February 9, 2009. As of December 31, 2007, Massachusetts Financial Services Company held 3,040,862, or 5.2%, of our ordinary shares, according to a Schedule 13G/A filed by Massachusetts Financial Services Company with the SEC on February 8, 2008.

To our knowledge, we are not directly or indirectly owned or controlled by another corporation or by any foreign government and there are no arrangements that might result in a change in control of our company.

Related Party Transactions

None.

Item 8. Financial Information.

Consolidated Statements and Other Financial Information

See Item 18, "Financial Statements."

Legal Proceedings

We are not involved in any legal proceedings that we believe, individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operation, except as noted below.

Calyon Dispute

In December 2006, Calyon Corporate and Investment Bank filed a suit against us in the District Court of Tel Aviv, demanding repayment of $648,144 plus accrued interest, for a total amount of $740,395. We had deducted this amount in January 2004 from a payment transferred in connection with our acquisition of Thales Contact Solutions ("TCS"). We had notified TCS in 2004 that we had set off such amount with respect to an overdue payment by TCS to us. The dispute was submitted to mediation, however the mediation process failed and the proceedings were returned to the District Court of Tel Aviv. The Court ordered the parties to file their respective affidavits. The trial date has been set for September 11, 2011.

Formatest Dispute

On March 9, 2007, Formatest AG filed a claim against NICE Switzerland AG, a wholly owned subsidiary of ours, in the Cantonal Court of Zug, Switzerland. The claim was in the amount of EUR 1,187,793 (plus interest at 5% per annum) and was made in connection with an agreement dated December 10, 2004 between FAST Video Security AG (now NICE Switzerland AG) and Formatest AG. On June 19, 2007, NICE and Formatest AG entered into an agreement settling all claims.

On December 18, 2007, the selling shareholders of FAST Video Security AG (the "Sellers") issued a Notice of Arbitration in the Zurich Chamber of Commerce. Prior to the commencement of the arbitration proceedings, we released to the Sellers a partial payment of $1,400,000 out of the escrow funds and paid to the Sellers the amount of $1,228,767.

On June 23, 2008, the Sellers filed their statement of claim, asking for payments of $1,600,000 (representing the balance of the escrow funds) plus additional amounts for interest, losses on the exchange rate and legal costs and expenses.

On April 30, 2009, NICE and the Sellers entered into a settlement agreement. Pursuant to the joint application of NICE and the Sellers, the arbitration proceedings were closed by a termination order dated June 8, 2009.

Actimize Former Employee Dispute

On October 15, 2007, a former employee of Actimize Ltd., a wholly owned subsidiary of ours, filed a claim with the Tel Aviv District Labor Court, seeking a declaration that he is entitled to 0.5% of the outstanding share capital of Actimize Ltd. The preliminary stages of the claim ended and the parties submitted their testimonies by way of written affidavits. The hearing and cross-examination of the testimonies took place on June 16 and June 23, 2010. The parties filed their summations and are now awaiting judgment.

Witness Patent Infringement Lawsuits

On August 1, 2008, we entered into an agreement with Verint Systems Inc. to settle and dismiss all patent disputes between the parties (which had been commenced with Witness Systems, Inc. prior to its acquisition by Verint). The following is a list of the litigations that were formally terminated by the applicable court following the execution of the settlement agreement:

• · Patent infringement lawsuit filed on July 20, 2004, by S.T.S. Software Systems Ltd. ("STS"), a wholly owned subsidiary of ours, in the U.S. District Court for the Southern District of New York, charging Witness Systems, Inc. ("Witness") with infringement of VoIP patents in the U.S. The Court dismissed the claim and determined that Witness does not infringe our patents.
• · Patent infringement action filed on August 30, 2004, by Witness in the Federal Court for the Northern District of Georgia against NICE Systems, Inc. An additional patent infringement action was filed by Witness on January 19, 2006, in the Federal Court for the Northern District of Georgia against us and NICE Systems, Inc.
• · Patent infringement lawsuit filed on May 10, 2006, by us and NICE Systems, Inc. against Witness in the United States District Court for District of Delaware. This lawsuit went to trial before a jury on January 14, 2008. The jury deadlocked and on January 25, 2008 and a mistrial was declared. We filed a motion for a new trial date for the case.

Fair Isaac Patent Infringement Lawsuit

On September 16, 2009 Fair Isaac Corporation (FICO) filed a claim in the United States District Court for the District of Delaware against Actimize Inc., a wholly owned subsidiary of ours, and NICE, claiming that Actimize and NICE are infringing on two U.S. patents. These patents cover various aspects of fraud detection. FICO requested damages and an injunction. On December 17, 2009, the parties agreed to dismiss NICE from the action. On December 21, 2009, Actimize filed a response and counterclaims. On January 25, 2010, Actimize filed an amended response and counterclaims. On January 25, 2011, FICO filed a first amended complaint, adding new allegations of infringement of two additional U.S. patents and allegations of willful infringement. The parties are currently engaged in fact discovery. A ten-day jury trial is scheduled for January 28, 2013.

Nuvation Dispute

On March 10, 2010, Nuvation Research Corporation ("Nuvation") filed a lawsuit against us with the Supreme Court of the State of New York. The lawsuit alleges, among others, that we breached a contract with Nuvation and defrauded Nuvation. Nuvation is claiming damages in a total amount of $8 million. On May 3, 2010, we filed an Answer and Counterclaim against Nuvation, denying the allegations and further claiming that we had the right to terminate our contract with Nuvation, and that as a consequence of the termination, we sustained damages in the amount of $5 million. The parties have exchanged discovery requests.

Tal-Yam Dispute

On July 15, 2010, Tal-Yam Engineering Projects Management and Initiation ("Tal-Yam") filed a suit against us in the Tel Aviv Magistrate's Court. The suit alleges a breach of contract due to failure to pay for services rendered to us. Tal-Yam is seeking damages in the amount of approximately NIS 1.0 million and disclosure of certain invoices and related documentation. NICE submitted its statement of defense on October 24, 2010. The parties have agreed to participate in mediation pursuant to procedures under Israeli Law. The court ordered the conclusion of the preliminary proceedings between the parties by April 28, 2011.

Discrimination in Employment Dispute

On August 20, 2010, a former employee of IEX Corp., a wholly-owned subsidiary of ours, filed a complaint with the District Court of the Northern District of Illinois, alleging that we, and our subsidiary IEX Corp., engaged in prohibited discrimination in terminating his employment. The discovery phase of the litigation is taking place and no trial date has been set.

Dividends

Since our initial public offering and listing on the NASDAQ National Market (now The NASDAQ Global Select Market) in 1996, we have not declared or paid cash dividends on our ordinary shares or ADSs. We intend to retain our earnings for future growth and therefore do not anticipate paying any cash dividends in the foreseeable future. Under Israeli law, dividends may be paid only out of profits and other surplus (as defined in the law) as of our most recent financial statements or as accrued over a period of two years, whichever is higher, provided that there is no reasonable concern that the dividend distribution will prevent us from meeting our existing and foreseeable obligations as they come due. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on various factors, such as our statutory profits, financial condition, operating results and current and anticipated cash needs. In the event cash dividends are declared by us, we may pay such dividends in Israeli currency. Under current Israeli regulations, any cash dividend in Israeli currency paid in respect of ordinary shares purchased by non-residents of Israel with non-Israeli currency may be freely repatriated in such non-Israeli currency, at the rate of exchange prevailing at the time of conversion.

Significant Changes

There are no significant changes that occurred since December 31, 2010, except as otherwise disclosed in this annual report and in the annual consolidated financial statements included in this annual report.

Item 9. The Offer and Listing.

Trading in the ADSs

Our American Depositary Shares, or ADSs, have been quoted on the NASDAQ Stock Market under the symbol "NICEV" from our initial public offering in January 1996 until April 7, 1999, and thereafter under the symbol "NICE." Prior to that time, there was no public market for our ordinary shares in the United States. Each ADS represents one ordinary share. The following table sets forth, for the periods indicated, the high and low reported market (sale) prices for our ADSs.

			ADSs
		High		Low
Annual
2006	$	33.41	$	21.55
2007		40.95		29.04
2008		35.87		16.11
2009		33.42		18.04
2010		35.20		25.10
Quarterly 2009
First Quarter	$	25.79	$	18.04
Second Quarter		27.18		21.19
Third Quarter		32.29		21.79
Fourth Quarter		33.42		27.50
Quarterly 2010
First Quarter	$	34.30	$	28.22
Second Quarter		33.77		25.10
Third Quarter		31.94		25.25
Fourth Quarter		35.20		30.30
	99

Quarterly 2011
First Quarter (through March 30)	$36.98$	32.01
Monthly
September 2010	$31.94$	27.70
October 2010	33.60	31.14
November 2010	33.58	30.30
December 2010	35.20	30.33
January 2011	36.23	32.41
February 2011	35.93	32.01
March 2011 (through March 30)	36.98	32.08

On March 30, 2011, the last reported price of our ADSs was $36.70 per ADS.

The Bank of New York Mellon is the depositary for our ADSs. Its address is 1 Wall Street, New York, New York 10286.

Trading in the Ordinary Shares

Our ordinary shares have been listed on the Tel-Aviv Stock Exchange, or TASE, since 1991. Our ordinary shares are not listed on any other stock exchange and have not been publicly traded outside Israel (other than through ADSs as noted above). The table below sets forth the high and low reported market (sale) prices of our ordinary shares (in NIS and dollars) on the TASE. The translation into dollars is based on the daily representative rate of exchange published by the Bank of Israel.

		Ordinary Shares
	High		Low
	NIS	$	NIS	$
Annual
2006	142.50	33.16	102.00	22.48
2007	162.30	41.04	117.50	29.94
2008	133.80	35.54	63.00	16.72
2009	125.00	33.70	74.05	18.18
2010	129.70	34.66	97.20	25.08
Quarterly 2009
First Quarter	107.10	25.52	74.05	18.18
Second Quarter	112.40	26.99	84.99	21.45
Third Quarter	120.80	32.31	86.00	21.70
Fourth Quarter	125.00	33.70	105.20	27.74
Quarterly 2010
First Quarter	129.70	34.66	107.00	28.73
Second Quarter	125.70	33.80	97.20	25.08
Third Quarter	114.50	31.11	97.83	25.19
Fourth Quarter	125.50	35.25	109.50	29.98
Quarterly 2011
First Quarter (through March 30)	131.50	37.45	114.50	32.12
Monthly
September 2010	114.50	31.11	102.60	27.01
October 2010	121.70	33.47	112.20	30.78
November 2010	122.20	33.69	111.10	30.17
December 2010	125.50	35.25	109.50	29.98
January 2011	128.80	36.34	118.00	32.07
February 2011	129.80	35.93	117.50	31.83
March 2011 (through March 30)	131.50	37.45	114.50	32.12

As of March 30, 2011, the last reported price of our ordinary shares on the TASE was NIS 128.30 (or $36.54) per share.

Item 10. Additional Information.

Memorandum and Articles of Association

Organization and Register

We are a company limited by shares organized in the State of Israel under the Israeli Companies Law. We are registered with the Registrar of Companies of the State of Israel and have been assigned company number 52-0036872.

Objectives and Purposes

Our objectives and purposes include a wide variety of business purposes, including all kinds of research, development, manufacture, distribution, service and maintenance of products in all fields of technology and engineering and to engage in any other kind of business or commercial activity. Our objectives and purposes are set forth in detail in Section 2 of our memorandum of association.

Directors

Our articles of association provide that the number of directors serving on the board shall be not less than three but shall not exceed thirteen, including at least two outside directors. Our directors, other than outside directors, are elected at the annual shareholders meeting to serve until the next annual meeting or until their earlier death, resignation, bankruptcy, incapacity or removal by resolution of the general shareholders meeting. Directors may be re-elected at each annual shareholders meeting. The board may appoint additional directors (whether to fill a vacancy or create new directorship) to serve until the next annual shareholders meeting, provided, however, that the board shall have no obligation to fill any vacancy unless the number of directors is less than three. Our officers serve at the discretion of the board.

The board of directors may meet and adjourn its meetings according to the Company's needs but at least once every three months. A meeting of the board may be called at the request of any director. The quorum required for a meeting of the board consists of a majority of directors who are lawfully entitled to participate in the meeting and vote thereon. The adoption of a resolution by the board requires approval by a simple majority of the directors present at a meeting in which such resolution is proposed. In lieu of a board meeting, a resolution may be adopted if all of the directors lawfully entitled to vote thereon consent not to convene a meeting.

Subject to the Israeli Companies law, the board may appoint a committee of the board and delegate to such committee all or any of the powers of the board, as it deems appropriate. Under the Israeli Companies Law the board of directors must appoint an internal audit committee, comprised of at least three directors and including both of the outside directors. The function of the internal audit committee is to review irregularities in the management of the Company's business and recommend remedial measures. The committee is also required, under the Israeli Companies Law to approve certain related party transactions. Notwithstanding the foregoing, the board may, at any time, amend, restate or cancel the delegation of any of its powers to any of its committees. The board has appointed an internal audit committee which has three members, an audit committee which has four members and a compensation committee which has four members. For more information on the Company's committees, please see Item 6, "Directors, Senior Management and Employees—Board Practices" in this annual report.

Fiduciary Duties of Officers

The Israeli Companies Law codifies the fiduciary duties that "office holders," including directors and executive officers, owe to a company. An office holder's fiduciary duties consist of a duty of care and a duty of loyalty. The duty of loyalty includes avoiding any conflict of interest between the office holder's position in the company and his personal affairs, avoiding any competition with the company, avoiding exploiting any business opportunity of the company in order to receive personal advantage for himself or others, and revealing to the company any information or documents relating to the company's affairs which the office holder has received due to his position as an office holder.

Approval of Certain Transactions

Under the Israeli Companies Law, all arrangements as to compensation of office holders who are not directors, or controlling parties, require approval of the board of directors. Similarly, adoption and amendment of equity based compensation plans require approval of the board of directors. Arrangements regarding the compensation of directors also require internal audit committee and shareholder approval. Although NASDAQ rules generally require shareholder approval when an equity based compensation plan is established or materially amended, as a foreign company we follow the aforementioned requirements of the Israeli Companies Law.

The Israeli Companies Law requires that an office holder of the company promptly disclose any personal interest that he or she may have and all related material information known to him or her, in connection with any existing or proposed transaction by the company. In addition, if the transaction is an extraordinary transaction as defined under Israeli law, the office holder must also disclose any personal interest held by the office holder's spouse, siblings, parents, grandparents, descendants, spouse's descendants and the spouses of any of the foregoing. In addition, the office holder must also disclose any interest held by any corporation in which the office holder is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director or the general manager. An extraordinary transaction is defined as a transaction other than in the ordinary course of business, otherwise than on market terms, or that is likely to have a material impact on the company's profitability, assets or liabilities.

In the case of a transaction which is not an extraordinary transaction, after the office holder complies with the above disclosure requirement, only board approval is required unless the articles of association of the company provide otherwise. The transaction must not be adverse to the company's interest. Furthermore, if the transaction is an extraordinary transaction, then, in addition to any approval stipulated by the articles of association, it also must be approved by the company's audit committee and then by the board of directors, and, under certain circumstances, by a meeting of the shareholders of the company. An office holder who has a personal interest in a transaction that is considered at a meeting of the board of directors or the audit committee generally may not be present at the deliberations or vote on this matter. If a majority of the directors has a personal interest in an extraordinary transaction with the Company, shareholder approval of the transaction is required.

The Israeli Companies Law applies the same disclosure requirements to a controlling shareholder of a public company, which includes a shareholder that holds 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest, and the terms of compensation of a controlling shareholder who is an office holder, require the approval of the audit committee, the board of directors and the shareholders of the company by simple majority, provided that either such majority vote must include at least one-third of the shareholders who have no personal interest in the transaction and are present at the meeting (without taking into account the votes of the abstaining shareholders), or that the total shareholdings of those who have no personal interest in the transaction who vote against the transaction represent no more than one percent of the voting rights in the company.

In addition, under the Israeli Companies Law, a private placement of securities requires approval by the board of directors and the shareholders of the company if it will cause a person to become a controlling shareholder or if:

• · the securities issued amount to twenty percent or more of the company's outstanding voting rights before the issuance;
• · some or all of the consideration is other than cash or listed securities or the transaction is not on market terms; and
• · the transaction will increase the relative holdings of a shareholder that holds five percent or more of the company's outstanding share capital or voting rights or that will cause any person to become, as a result of the issuance, a holder of more than five percent of the company's outstanding share capital or voting rights.

According to the Company's Articles of Association certain resolutions, such as resolutions regarding mergers, and windings up, require approval of the holders of 75% of the shares represented at the meeting and voting thereon.

Duties of Shareholders

Under the Israeli Companies Law, a shareholder has a duty to act in good faith towards the Company and other shareholders and to refrain from abusing his or her power in the company including, among other things, voting in a general meeting of shareholders on the following matters:

• · any amendment to the articles of association;
• · an increase of the company's authorized share capital;
• · a merger; or
• · approval of interested party transactions which require shareholder approval.

In addition, any controlling shareholder, any shareholder who knows that it possesses power to determine the outcome of a shareholder vote and any shareholder who, pursuant to the provisions of a company's articles of association, has the power to appoint or prevent the appointment of an office holder in the company, is under a duty to act with fairness towards the company. The Israeli Companies Law does not describe the substance of this duty but provides that a breach of his duty is tantamount to a breach of fiduciary duty of an officer of the Company.

Exemption, Insurance and Indemnification of Directors and Officers

We provide our directors with indemnification letters whereby we agree to indemnify them to the fullest extent permitted by law. On June 29, 2010, at our 2010 annual general meeting of shareholders, after the approval of the Audit Committee and the Board, our shareholders approved a modified form of indemnification letter to ensure that our directors are afforded protection to the fullest extent permitted by law.

Exemption of Office Holders

Under the Israeli Companies Law, an Israeli company may not exempt an office holder from liability for breach of his duty of loyalty, but may exempt in advance an office holder from liability to the company, in whole or in part, for a breach of his duty of care (except in connection with distributions), provided the articles of association of the company allow it to do so. Our articles of association do not allow us to do so.

Office Holder Insurance

Our articles of association provide that, subject to the provisions of the Israeli Companies Law, we may enter into a contract for the insurance of the liability of any of our office holders with respect to:

• · a breach of his duty of care to us or to another person,
• · a breach of his duty of loyalty to us, provided that the office holder acted in good faith and had reasonable grounds to assume that his act would not prejudice our interests, or
• · a financial liability imposed upon him in favor of another person concerning an act performed by him in his capacity as an office holder.

Indemnification of Office Holders

Our articles of association provide that we may indemnify an office holder against:

• · a financial liability imposed on or incurred by an office holder in favor of another person by any judgment, including a settlement or an arbitrator's award approved by a court concerning an act performed in his capacity as an office holder. Such indemnification may be approved (i) after the liability has been incurred or (ii) in advance, provided that the undertaking is limited to types of events which our board of directors deems to be foreseeable in light of our actual operations at the time of the undertaking and limited to an amount or criterion determined by our board of directors to be reasonable under the circumstances, and further provided that such events and amounts or criterion are set forth in the undertaking to indemnify, and provided that the total amount of indemnification for all persons we have agreed to indemnify in such circumstances does not exceed, in the aggregate twenty-five percent (25%) of our shareholders' equity at the time of the actual indemnification;
• · reasonable litigation expenses, including attorney's fees, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent; and
• · reasonable litigation expenses, including attorneys' fees, expended by the office holder or charged to him by a court, in proceedings instituted against him by or on our behalf or by another person, or in a criminal charge from which he was acquitted, or a criminal charge in which he was convicted for a criminal offense that does not require proof of intent, in each case relating to an act performed in his capacity as an office holder.

We have undertaken to indemnify our directors and officers pursuant to applicable law. We have obtained directors' and officers' liability insurance for the benefit of our directors and officers.

Limitations on Exemption, Insurance and Indemnification

The Israeli Companies Law provides that a company may not exempt or indemnify an office holder, or enter into an insurance contract, which would provide coverage for any monetary liability incurred as a result of any of the following:

· a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

• · a breach by the office holder of his duty of care if the breach was done intentionally or recklessly;
• · any act or omission done with the intent to derive an illegal personal benefit; or
• · any fine levied against the office holder.

Required Approvals

In addition, under the Israeli Companies Law, any exemption of, indemnification of, or procurement of insurance coverage for, our office holders must be approved by our audit committee and our board of directors and, if the beneficiary is a director, by our shareholders. We have obtained such approvals for the procurement of liability insurance covering our officers and directors and for the grant of indemnification letters to our officers and directors.

Rights of Ordinary Shares

Our ordinary shares confer upon our shareholders the right to receive notices of, and to attend, shareholder meetings, the right to one vote per Ordinary Share at all shareholders' meetings for all purposes, and to share equally, on a per share basis, in such dividends as may be declared by our board of directors; and upon liquidation or dissolution, the right to participate in the distribution of any surplus assets of the Company legally available for distribution to shareholders after payment of all debts and other liabilities of the Company. All ordinary shares rank pari passu in all respects with each other. Our board of directors may, from time to time, make such calls as it may think fit upon a shareholder in respect of any sum unpaid in respect of shares held by such shareholder which is not payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments).

Meetings of Shareholders

An annual general meeting of our shareholders shall be held once in every calendar year at such time and at such place either within or without the State of Israel as may be determined by our board of directors.

Our board of directors may, whenever it thinks fit, convene a special general meeting at such time and place, within or without the State of Israel, as may be determined by the board of directors. Special general meetings may also be convened upon shareholder request in accordance with the Israeli Companies Law and our articles of association.

The quorum required for a meeting of shareholders consists of at least two shareholders present in person or by proxy who hold or represent between them at least 25% of the outstanding voting shares, unless otherwise required by applicable rules. Although NASDAQ generally requires a quorum of 33-1/3%, we have an exception under the NASDAQ rules and follow the generally accepted business practice for companies in Israel, which have a quorum requirement of 25%. A meeting adjourned for lack of a quorum generally is adjourned to the same day in the following week at the same time and place or any time and place as the chairman may designate with the consent of a majority of the voting power represented at the meeting and voting on the matter adjourned. At such reconvened meeting the required quorum consists of any two members present in person or by proxy.

Mergers and Acquisitions

A merger of the Company shall require the approval of the holders of a majority of seventy five percent (75%) of the voting power represented at the annual or special general meeting in person or by proxy or by written ballot, as shall be permitted, and voting thereon in accordance with the provisions of the Israeli Companies Law. Upon the request of a creditor of either party of the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger. In addition, a merger may not be completed unless at least (i) 50 days have passed from the time that the requisite proposal for the merger has been filed by each party with the Israeli Registrar of Companies and (ii) 30 days have passed since the merger was approved by the shareholders of each party.

The Israeli Companies Law also provides that an acquisition of shares of a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a 25% or greater shareholder of the company and there is no existing 25% or greater shareholder in the company. An acquisition of shares of a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a 45% or greater shareholder of the company and there is no existing 45% or greater shareholder in the company. These requirements do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder approval, (ii) was from a 25% shareholder of the company and resulted in the acquirer becoming a 25% shareholder of the company or (iii) was from a 45% shareholder of the company and resulted in the acquirer becoming a 45% shareholder of the company. The tender offer must be extended to all shareholders, but the offerer is not required to purchase more than 5% of the company's outstanding shares, regardless of how many shares are tendered by shareholders. The tender offer may be consummated only if (i) at least 5% of the company's outstanding shares will be acquired by the offerer and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.

If as a result of an acquisition of shares the acquirer will hold more than 90% of a company's outstanding shares, the acquisition must be made by means of a tender offer for all of the outstanding shares. If as a result of a full tender offer the acquirer would own more than 95% of the outstanding shares, then all the shares that the acquirer offered to purchase will be transferred to it. The law provides for appraisal rights if any shareholder files a request in court within three months following the consummation of a full tender offer. If as a result of a full tender offer the acquirer would own 95% or less of the outstanding shares, then the acquirer may not acquire shares that will cause his shareholding to exceed 90% of the outstanding shares.

Recent Amendment to the Israeli Companies Law

In March 2011, the Israeli Parliament adopted Amendment No. 16 to the Israeli Companies Law, which implements a comprehensive reform in corporate governance. Most of the provisions of this amendment will become effective mid-May 2011. A summary of the principal changes introduced by this amendment is set forth below:

• · A higher shareholder approval threshold will need to be attained to permit a chief executive officer to also serve as chairman of the board of directors and vice versa. In addition, the chairman will not have the ability to serve the company in any capacity other than as the chief executive officer;
• · The majority of the members of the audit committee will be required to be "independent" (as such term is defined in the Israeli Companies Law) and the chairman of the audit committee will be required to be an external director. In addition, the following will be disqualified from serving as members of the audit committee: the chairman of the board, the controlling shareholder and his relatives, any director employed by the company or by its controlling shareholder or by an entity controlled by the controlling shareholder, a director who regularly provides services to the company or to its controlling shareholder or to an entity controlled by the controlling shareholder, and any director who derives most of its income from the controlling shareholder;
• · The functions to be performed by the audit committee will be expanded to include, inter alia, the following: determination whether certain related party actions and transactions are "material" or "extraordinary" for purposes of the requisite approval procedures; to assess the scope of work and compensation of the company's independent accountant; to assess the company's internal audit system and the performance of its internal auditor; and to set whistle blower procedures and protections afforded to whistle blowers;
• · The threshold to elect external directors will be increased, such that the election of external directors will require a majority vote at a shareholders' meeting, provided that either (i) at least a majority (previously, one-third) of the shares of non-controlling shareholders cast at the meeting are voted in favor of the election of the external director, or (ii) the total number of shares of non-controlling shareholders voted against the election of the external director does not exceed 2% (previously, 1%) of the voting rights in the company;
• · The independence requirements of external directors will be enhanced such that an individual will not be permitted to be appointed as an external director: (1) in a company that does not have a 25% shareholder, if he has an affiliation (as such term is defined in the Israeli Companies Law) with any person who, at the time of appointment, is the chairman, the chief executive officer, the chief financial officer or a 5% shareholder of the company; or (2) if he or his relative, partner, employer or supervisor or an entity he controls has other than negligible business or professional relations with any of the persons with whom he may not be affiliated;

• · External directors will be ablel to be re-elected for up to two (previously, one) additional three-year terms. Reelection of an external director will be effected through one of the following mechanisms: (i) the board of directors proposed the reelection of the nominee and the election was approved by the shareholders by the majority required to appoint external directors for their initial term, or (ii) a shareholder holding 1% or more of the voting rights proposed the reelection of the nominee, and the reelection is approved by a majority of the votes cast by the shareholders of the company, excluding the votes of controlling shareholders and those who have a personal interest in the matter as a result of their relations with the controlling shareholders, provided that the aggregate votes cast in favor of the reelection by such non-excluded shareholders constitute more than 2% of the voting rights in the company.
• · The terms of employment of officers will require the approval of the audit committee as well as the board of directors;
• · The threshold to approve extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest will be increased, such that: (i) at least a majority (previously one-third) of the votes cast by shareholders who have no personal interest in the transaction are voted in favor of the transaction; or (ii) the votes cast by shareholders who have no personal interest in the transaction voted against the transaction do not represent more than 2% (previously 1%) of the voting rights in the company. In addition, any such extraordinary transaction whose term is longer than three years will require further shareholder approval every three years, unless (with respect to transactions not involving management fees or employment terms) the audit committee approves that a longer term is reasonable under the circumstances; and
• · With respect to tender offers for the acquisition of all the outstanding shares in a company, the time-frame for shareholders to request appraisal rights will be extended from three to six months following the consummation of the tender offer, but the acquirer will be entitled to stipulate that tendering shareholders forfeit their appraisal rights.

Material Contracts

Fortent Acquisition

On August 31, 2009, we completed the acquisition of Fortent, a leading provider of analytics based Anti-Money Laundering and financial crime prevention software solutions for the financial services industry. Fortent became part of Actimize, with the Fortent team becoming an integral part of the Actimize team. The acquisition was for a total consideration of approximately $73 million. Fortent is known for its anti-money laundering deployments and expertise within the world's tier-one financial institutions and for its advanced statistical profiling analytics technology.

Orsus Acquisition

On January 11, 2010, we completed the acquisition of Orsus, a leading provider of Security Management Solutions. The acquisition was for a total consideration of approximately $21 million, subject to certain adjustments. Orsus` flagship solution, Situator, provides a framework for fusing data silos from disparate security and safety systems as well as multiple command and control centers, into a single, holistic operational view and automating security procedures.

e-Glue Acquisition

On July 15, 2010, we completed the acquisition of e-Glue, a leading provider of real-time decisioning and guidance solutions. The acquisition was for a total consideration of approximately $26 million in cash at the closing and up to $6 million based on a performance earn out. Our customers will benefit from the strategic expansion of our enterprise contact center and back office offering, enhancing and further impacting compliance adherence, operational efficiency, customer experience and sales and marketing effectiveness, enabling our organization to become more customer-centric.

CyberTech Acquisition

On March 4, 2011, we completed the acquisition of CyberTech International ("CyberTech"), a global provider of compliance recording solutions and value-added applications. We acquired CyberTech for a total cash consideration of approximately $60 million. The addition of CyberTech solutions to the NICE portfolio will broaden our offering for financial institutions, strengthen our commitment to the small and medium size business sector, and add to our public safety solutions. It will also enhance our positioning in EMEA and provide a product set that meets the needs of emerging markets by offering a solution that accommodates large scale implementations with entry-level requirements.

Exchange Controls

Holders of ADSs are able to convert dividends and liquidation distributions into freely repatriable non-Israeli currencies at the rate of exchange prevailing at the time of repatriation, pursuant to regulations issued under the Currency Control Law, 5738–1978, provided that Israeli income tax has been withheld by us with respect to amounts that are being repatriated to the extent applicable or an exemption has been obtained.

Our ADSs may be freely held and traded pursuant to the General Permit and the Currency Control Law. The ownership or voting of ADSs by non-residents of Israel, except with respect to citizens of countries that are in a state of war with Israel, are not restricted in any way by the our memorandum of association or articles of association or by the laws of the State of Israel.

Taxation

The following is a discussion of Israeli and United States tax consequences material to our shareholders. The discussion is not intended, and should not be construed, as legal or professional tax advice and does not exhaust all possible tax considerations.

Holders of our ADSs should consult their own tax advisors as to the United States, Israeli or other tax consequences of the purchase, ownership and disposition of our ADSs, including, in particular, the effect of any foreign, state or local taxes.

Israeli Tax Considerations

The following is a summary of the principal tax laws applicable to companies in Israel, with special reference to their effect on us. The following also contains a discussion of the material Israeli tax consequences to purchasers of our ordinary shares or ADSs. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. To the extent that the discussion is based on new tax legislation which has not been subject to judicial or administrative interpretation, we cannot assure you that the views expressed in the discussion will be accepted by the appropriate tax authorities or the courts. The discussion is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations.

General Corporate Tax Structure

Generally, Israeli companies are subject to Corporate Tax on taxable income at the rate of 25% for the 2010 tax year and 24% for the 2011 tax year. Following an amendment to the Israeli Income Tax Ordinance [New Version], 1961 (the "Tax Ordinance"), which came into effect on January 1, 2009, the corporate tax rate is scheduled to decrease as follows: 23% for the 2012 tax year, 22% for the 2013 tax year, 21% for the 2014 tax year, 20% for the 2015 tax year and 18% for the 2016 tax year and thereafter. Israeli companies are generally subject to capital gains tax at the corporate tax rate. However, the effective tax rate payable by a company that derives income from an Approved or Privileged Enterprise may be considerably less.

In 2010, we elected to measure our Israeli taxable income in U.S. dollars. We were permitted to make such a change pursuant to regulations published by the Israeli Minister of Finance, which provide the conditions for doing so. We believe that we meet and will continue to meet, the necessary conditions and as such, will continue to measure our results for tax purposes based on the U.S. dollar/NIS exchange rate.

Tax Benefits Under the Law for the Encouragement of Capital Investments, 1959, as amended.

We derive and expect to continue to derive significant tax benefits in Israel relating to our "Approved and Privileged Enterprise" programs, pursuant to the Law for Encouragement of Capital Investments, 1959, or the Investments Law. To be eligible for these tax benefits, we must continue to meet certain conditions, including making certain specified investments in fixed assets. In the event of a failure to comply with these conditions, the benefits may be canceled and we may be required to refund the amount of the benefits, in whole or in part, including interest and certain inflation adjustments. As of December 31, 2010 we believe that we are in compliance with all the conditions required by the law.

Full details regarding our Approved and Privileged Enterprises may be found in Note 13(a)(2) of our Consolidated Financial Statements.

Other than by way of our complete liquidation, if we distribute dividends from the income of our "Approved Enterprises" which was exempted from taxes pursuant to our "Approved Enterprise" benefits, we will be taxed as if the exempt income was subject to the regular reduced corporate tax rate arising under our "Approved Enterprise" programs. Taxexempt income generated under our Privileged Enterprises, will subject the Company to taxes upon dividend distribution (which includes the repurchase of our shares) or complete liquidation.

The Company does not intend to distribute any amounts of its undistributed tax-exempt income as dividends as it intends to reinvest its tax-exempt income within the Company. Accordingly, no deferred income taxes have been provided on income attributable to the Company's Approved or Privileged Enterprise programs as the undistributed tax exempt income is essentially permanent in duration.

Income from sources other than the "Approved or Privileged Enterprises" during the period of benefits will be taxable at regular corporate tax rates.

Reform of the Investments Law

On December 29, 2010, the Israeli parliament approved an amendment to the Investments Law, effective as of January 1, 2011, which constitutes a reform of the incentives regime under such law. This amendment revises the objectives of the Investments Law to focus on achieving enhanced growth in the business sector, improving the Israeli industry's competitiveness in international markets and creating employment and development opportunities in remote areas of Israel. The amendment allows enterprises meeting certain required criteria to enjoy grants as well as tax benefits. The amendment also introduces certain changes to the map of geographic development areas for purposes of the Investments Law, which will take effect in future years.

The amendment generally abolishes the previous tax benefit routes that were afforded under the Investment Law, specifically the tax-exemption periods previously allowed, and introduces new tax benefits for industrial enterprises meeting the criteria of the law, which include the following:

• · A reduced corporate tax rate for industrial enterprises, provided that more than 25% of their annual income is derived from export, which will apply to the enterprise's entire preferred income so that in the tax years 2011-2012 the reduced tax rate will be 10% for preferred income derived from industrial facilities located in development area A and 15% for those located elsewhere in Israel, in the tax years 2013-2014 the reduced tax rate will be 7% for development area A and 12.5% for the rest of Israel, and in the tax year 2015 and onwards the reduced tax rate will be 6% for development area A and 12% for the rest of Israel.
• · The reduced tax rates will no longer be contingent upon making a minimum qualifying investment in productive assets.
• · A definition of "preferred income" was introduced into the Investments Law to include certain types of income that are generated by the Israeli production activity of a preferred enterprise.
• · A reduced dividend withholding tax rate of 15% will apply to dividends paid from preferred income to both Israeli and non-Israeli investors, with an exemption from such withholding tax applying to dividends paid to an Israeli company.
• · A special tax benefits route will be granted to certain industrial enterprises entitling them to a reduced tax rate of 5% for preferred income derived from industrial facilities located in development area A and 8% for those located elsewhere in Israel, provided certain threshold requirements are met and such enterprise can demonstrate its significant contribution to Israel's economy and promotion of national market objectives.

A Preferred Company (as defined in the Investments Law) may generally elect to apply the provisions of the amendment to preferred income produced or generated by it commencing from January 1, 2011. The amendment provides various transitional provisions which allow, under certain circumstances, to apply the new regime to investment programs previously approved or elected under the Investments Law in its previous form, or to continue existing investment programs under the provisions of the Investment Law in its previous form for a certain period of time. We believe that the transitional provisions will apply to us such that the earliest date for adoption of the amendment will be January 1, 2012.

Tax Benefits and Grants for Research and Development

Israeli tax law allows, under specified conditions, a tax deduction for expenditures, including capital expenditures, for the year in which they are incurred. These expenses must relate to scientific research and development projects and must be approved by the relevant Israeli government ministry, determined by the field of research, and the research and development must be for the promotion of the company and carried out by or on behalf of the company seeking such deduction. However, the amount of such deductible expenses shall be reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. Expenditures not so approved are deductible over a three-year period.

Tax Benefits Under the Law for the Encouragement of Industry (Taxes), 1969

Under the Law for the Encouragement of Industry (Taxes), 1969 (the "Industry Encouragement Law"), Industrial Companies (as defined below) are entitled to the following tax benefits, among others:

• · deductions over an eight-year period for purchases of know-how and patents;
• · deductions over a three-year period of expenses involved with the issuance and listing of shares on a stock market;
• · the right to elect, under specified conditions, to file a consolidated tax return with other related Israeli Industrial Companies; and
• · accelerated depreciation rates on equipment and buildings.

Eligibility for benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority. Under the Industry Encouragement Law, an "Industrial Company" is defined as a company resident in Israel, at least 90% of the income of which, in any tax year, determined in Israeli currency, exclusive of income from government loans, capital gains, interest and dividends, is derived from an "Industrial Enterprise" owned by it. An "Industrial Enterprise" is defined as an enterprise whose major activity in a given tax year is industrial production activity. We believe that we currently qualify as an Industrial Company within the definition of the Industry Encouragement Law. No assurance can be given that we will continue to qualify as an Industrial Company or that the benefits described above will be available in the future.

Israeli Transfer Pricing Regulations

On November 29, 2006, Income Tax Regulations (Determination of Market Terms), 2006, promulgated under Section 85A of the Tax Ordinance, came into force (the "Transfer Pricing Regulations"). Section 85A of the Tax Ordinance and the Transfer Pricing Regulations generally require that all cross-border transactions carried out between related parties will be conducted on an arm's length principle basis and will be taxed accordingly. As the Transfer Pricing Regulations are broadly similar to transfer pricing regimes already in place in other jurisdictions in which we operate outside of Israel, we do not expect the Transfer Pricing Regulations to have a material impact on the Company.

Capital Gains Tax on Sales of Our Ordinary Shares

Israeli law generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes, and on the sale of assets located in Israel, including shares in Israeli companies, by both residents and non-residents of Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder's country of residence provides otherwise. The law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain, which is equivalent to the increase of the relevant asset's purchase price, which is attributable to the increase in the Israeli consumer price index, or a foreign currency exchange rate, between the date of purchase and the date of sale. The real gain is the excess of the total capital gain over the inflationary surplus.

The following discussion refers to the sale of our ordinary shares. However, the same tax treatment would apply to the sale of our ADSs.

Taxation of Israeli Residents

As of January 1, 2006, the tax rate generally applicable to the capital gains derived from the sale of shares, whether listed on a stock market or not, is 20% for Israeli individuals, unless such shareholder claims a deduction for financing expenses in connection with such shares, in which case the gain will generally be taxed at a rate of 25%. Additionally, if such shareholder is considered a "significant shareholder" at any time during the 12-month period preceding such sale (i.e., such shareholder holds directly or indirectly, including jointly with others, at least 10% of any means of control in the company) the tax rate will be 25%. Israeli companies are subject to the corporate tax rate on capital gains derived from the sale of listed shares. However, different tax rates may apply to dealers in securities and shareholders who acquired their shares prior to an initial public offering.

The tax basis of our shares acquired prior to January 1, 2003, will generally be determined in accordance with the average closing share price in the three trading days preceding January 1, 2003. However, a request may be made to the tax authorities to consider the actual adjusted cost of the shares as the tax basis if it is higher than such average price.

Taxation of Non-Israeli Residents

Non-Israeli residents are generally exempt from Israeli capital gains tax on any gains derived from the sale of shares publicly traded on the TASE provided such gains did not derive from a permanent establishment of such shareholders in Israel. Non-Israeli residents are also exempt from Israeli capital gains tax on any gains derived from the sale of shares of Israeli companies publicly traded on a recognized stock market outside of Israel, provided such shareholders did not acquire their shares prior to the issuer's initial public offering (in which case a partial exemption may be available), that the gains did not derive from a permanent establishment of such shareholders in Israel. However, non-Israeli corporations will not be entitled to such exemption if Israeli residents (i) have a controlling interest of 25% or more in such non-Israeli corporation, or (ii) are the beneficiaries of or are entitled to 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.

In addition, the sale, exchange or disposition of our ordinary shares by a shareholder who is a U.S. resident (for purposes of the U.S.-Israel Tax Treaty) and who holds ordinary shares as a capital asset is also exempt from Israeli capital gains tax under the U.S.-Israel Tax Treaty unless either (i) the shareholder holds, directly or indirectly, shares representing 10% or more of our voting power during any part of the 12-month period preceding such sale or (ii) the capital gains arising from such sale are attributable to a permanent establishment of the shareholder located in Israel. If the above conditions are not met, the U.S. resident would be subject to Israeli tax, to the extent applicable; however, under the U.S.-Israel Tax Treaty, the gain would be treated as foreign source income for United States foreign tax credit purposes and such U.S. resident would be permitted to claim a credit for such taxes against the United States income tax imposed on such sale, exchange or disposition, subject to the limitations under the United States federal income tax laws applicable to foreign tax credits.

Taxation of Dividends Paid on our Ordinary Shares

The following discussion refers to dividends paid on our ordinary shares. However, the same tax treatment would apply to dividends paid on our ADSs.

Taxation of Israeli Residents

Israeli resident individuals are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares, other than bonus shares (share dividends) or stock dividends, at the rate of 20%, or 25% for a shareholder that is considered a significant shareholder at any time during the 12-month period preceding such distribution. A different rate may apply to dividends paid on shares deriving from the exercise of stock options or other equity based awards granted as compensation to our employees or officers. Dividends paid from income derived from our Approved or Privileged Enterprises are subject to withholding at the rate of 15%, although we cannot assure you that we will designate the profits that are being distributed in a way that will reduce shareholders' tax liability.

Taxation of Non-Israeli Residents

Non-residents of Israel, both companies and individuals, are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares, at the aforementioned rates applicable to Israeli residents, which tax will be withheld at source, unless a different rate is provided in a treaty between Israel and the shareholder's country of residence.

Under the U.S.-Israel Treaty, the maximum Israeli withholding tax on dividends paid by us is 25%. Dividends of an Israeli company distributed from income of an Approved Enterprise (or Privileged Enterprise) are subject to a 15% withholding tax under the U.S.-Israel Tax Treaty. The U.S.-Israel Tax Treaty further provides for a 12.5% Israeli dividend withholding tax on dividends paid by an Israeli company to a United States corporation owning at least 10% or more of such Israeli company's issued voting power for, in general, the part of the tax year which precedes the date of payment of the dividend and the entire preceding tax year. The lower 12.5% rate applies only to dividends from income not derived from an Approved Enterprise (or Privileged Enterprise) in the applicable period and does not apply if the company has more than 25% of its gross income derived from certain types of passive income. Residents of the United States generally will have withholding tax in Israel deducted at source. They may be entitled to a credit or deduction for United States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in United States tax legislation.

A non-resident of Israel who has dividend income derived from or accrued in Israel, from which tax was withheld at source, is generally exempt from the duty to file tax returns in Israel in respect of such income, provided such income was not derived from a business conducted in Israel by the taxpayer.

U.S. Federal Income Tax Considerations

The following is a summary of the material U.S. Federal income tax consequences that apply to U.S. holders who hold ADSs as capital assets for tax purposes. This summary is based on U.S. Federal income tax laws, regulations, rulings and decisions and the U.S.-Israel income tax treaty in effect as of the date of this annual report, all of which are subject to change at any time, possibly with retroactive effect. It is also based in part on representations by The Bank of New York Mellon, the depositary for our ADSs, and assumes that each obligation under the Deposit Agreement between us and The Bank of New York Mellon and any related agreement will be performed in accordance with its terms. This summary does not address all U.S. Federal income tax matters that may be relevant to a particular prospective holder or all tax considerations that may be relevant with respect to an investment in ADSs.

This summary does not address tax considerations applicable to a holder of an ADS that may be subject to special tax rules including, without limitation, the following:

• · dealers or traders in securities, currencies or notional principal contracts;
• · financial institutions;
• · insurance companies;
• · real estate investment trusts;
• · banks;
• · investors subject to the alternative minimum tax;
• · tax-exempt organizations;
• · regulated investment companies;
• · investors that actually or constructively own 10 percent or more of our voting shares;
• · investors that will hold the ADSs as part of a hedging or conversion transaction or as a position in a straddle or a part of a synthetic security or other integrated transaction for U.S. Federal income tax purposes;
• · investors that are treated as partnerships or other pass through entities for U.S. Federal income tax purposes and persons who hold the ADSs through partnerships or other pass through entities; and
• · investors whose functional currency is not the U.S. dollar.

This summary does not address the effect of any U.S. Federal taxation other than U.S. Federal income taxation. In addition, this summary does not include any discussion of state, local or foreign taxation or the indirect effects on the holders of equity interests in a holder of an ADS.

You are urged to consult your own tax advisor regarding the foreign and U.S. Federal, state and local and other tax consequences of an investment in ADSs.

For purposes of this summary, a "U.S. holder" is a beneficial owner of ADSs that is, for U.S. Federal income tax purposes:

• · an individual who is a citizen or a resident of the United States;
• · a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any political subdivision thereof;
• · an estate whose income is subject to U.S. Federal income tax regardless of its source; or
• · a trust if:
• (a) a court within the United States is able to exercise primary supervision over administration of the trust; and
• (b) one or more United States persons have the authority to control all substantial decisions of the trust.

For purposes of this section, a "non-U.S. holder" is any holder who is not a U.S. holder.

In general, if you hold ADSs, you will be treated as the holder of the underlying shares represented by those ADSs for U.S. Federal income tax purposes. Accordingly, no gain or loss will be recognized if you exchange ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concerns that parties to whom ADSs are released may be taking actions that are inconsistent with the claiming of foreign tax credits for U.S. holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate U.S. holders. Accordingly, the analysis of the creditability of Israeli taxes and the availability of the reduced tax rate for dividends received by certain non-corporate U.S. holders, each described below, could be affected by actions taken by parties to whom the ADSs are released.

U.S. Taxation of ADSs

Distributions

Subject to the discussion under "Passive Foreign Investment Companies" below, the gross amount of any distribution, including the amount of any Israeli taxes withheld from these distributions (see "Israeli Tax Considerations"), actually or constructively received by a U.S. holder with respect to ADSs will be taxable to the U.S. holder as a dividend to the extent of our current and accumulated earnings and profits as determined under U.S. Federal income tax principles. The U.S. holder will not, except as provided by Section 245 of the Internal Revenue Code of 1986, as amended (the "Code"), be eligible for any dividends received deduction in respect of the dividend otherwise allowable to corporations. Distributions in excess of earnings and profits will be non-taxable to the U.S. holder to the extent of, and will be applied against and reduce, the U.S. holder's adjusted tax basis in the ADSs. Distributions in excess of earnings and profits and such adjusted tax basis will generally be taxable to the U.S. holder as capital gain from the sale or exchange of property. We do not maintain calculations of our earnings and profits under U.S. Federal income tax principles. If we do not report to a U.S. holder the portion of a distribution that exceeds earnings and profits, the distribution will generally be taxable as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. The amount of any distribution of property other than cash will be the fair market value of that property on the date of distribution.

Under the Code, certain dividends received by non-corporate U.S. holders will be subject to a maximum income tax rate of 15%. This reduced income tax rate is only applicable to dividends paid by a "qualified foreign corporation" that is not a "passive foreign investment company" and only with respect to shares held by a qualified U.S. holder (i.e., a noncorporate holder) for a minimum holding period (generally 61 days during the 121-day period beginning 60 days before the ex-dividend date). We should be considered a qualified foreign corporation because (i) we are eligible for the benefits of a comprehensive tax treaty between Israel and the U.S., which includes an exchange of information program, and (ii) the ADS is readily tradable on an established securities market in the U.S. In addition, based on our current business plans, we do not expect to be classified as a "passive foreign investment company" (see "Passive Foreign Investment Companies" below). Accordingly, dividends paid by us to individual U.S. holders on shares held for the minimum holding period should be eligible for the reduced income tax rate. The reduced tax rate for qualified dividends generally is scheduled to expire on December 31, 2012, unless further extended by Congress.

The amount of any distribution paid in a currency other than U.S. dollars (a "foreign currency") including the amount of any withholding tax thereon, will be included in the gross income of a U.S. holder in an amount equal to the U.S. dollar value of the foreign currencies calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the foreign currencies are converted into U.S. dollars. If the foreign currencies are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the foreign currencies received in the distribution are not converted into U.S. dollars on the date of receipt, a U.S. holder will have a basis in the foreign currencies equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currencies will be treated as ordinary income or loss.

Dividends received by a U.S. holder with respect to ADSs will be treated as foreign source income for the purposes of calculating that holder's foreign tax credit limitation. Subject to certain conditions and limitations, any Israeli taxes withheld on dividends at the rate provided by the U.S.-Israel income tax treaty may be deducted from taxable income or credited against a U.S. holder's U.S. Federal income tax liability. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to "passive" income and "general" income. The rules relating to foreign tax credits and the timing thereof are complex. U.S. holders should consult their own tax advisors regarding the availability of a foreign tax credit under their particular situation.

Sale or Other Disposition of ADSs

If a U.S. holder sells or otherwise disposes of its ADSs, gain or loss will be recognized for U.S. Federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other disposition and such holder's adjusted tax basis in the ADSs. Subject to the discussion below under the heading "Passive Foreign Investment Companies," such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the holder had held the ADSs for more than one year at the time of the sale or other disposition. Long-term capital gains realized by individual U.S. holders generally are subject to a lower marginal U.S. Federal income tax rate (15% for taxable years beginning on or before December 31, 2012) than ordinary income. Under most circumstances, any gain that a holder recognizes on the sale or other disposition of ADSs will be U.S. source for purposes of the foreign tax credit limitation and any recognized losses will be allocated against U.S. source income.

If a U.S. holder receives foreign currency upon a sale or exchange of ADSs, gain or loss, if any, recognized on the subsequent sale, conversion or disposition of such foreign currency will be ordinary income or loss, and will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if such foreign currency is converted into U.S. dollars on the date received by the U.S. holder, the U.S. holder generally should not be required to recognize any gain or loss on such conversion.

Medicare Tax on Unearned Income

Recently enacted legislation requires certain U.S. holders that are individuals, estates or trusts to pay an additional 3.8% tax on, among other things, dividends and capital gains from the sale or other dispositions of ADSs for taxable years beginning after December 31, 2012.

Passive Foreign Investment Companies

For U.S. Federal income tax purposes, we will be considered a passive foreign investment company ("PFIC") for any taxable year in which either 75% or more of our gross income is passive income, or at least 50% of the average value of all of our assets for the taxable year produce or are held for the production of passive income. For this purpose, passive income includes dividends, interest, royalties, rents, annuities and the excess of gain over losses from the disposition of assets which produce passive income. If we were determined to be a PFIC for U.S. Federal income tax purposes, highly complex rules would apply to U.S. holders owning ADSs.

Based on our estimated gross income, the average value of our gross assets and the nature of our business, we do not believe that we will be classified as a PFIC in the current taxable year. Our status in any taxable year will depend on our assets and activities in each year and because this is a factual determination made annually at the end of each taxable year, there can be no assurance that we will not be considered a PFIC for any future taxable year. If we were treated as a PFIC in any year during which a U.S. holder owns ADSs, certain adverse tax consequences could apply, as described below. Given our current business plans, however, we do not expect that we will be classified as a PFIC in future years.

If we are treated as a PFIC for any taxable year,

• · a U.S. holder would be required to allocate income recognized upon receiving certain dividends or gain recognized upon the disposition of ADSs ratably over its holding period for such ADSs,
• · the amount allocated to each year during which we are considered a PFIC other than the year of the dividend payment or disposition would be subject to tax at the highest individual or corporate tax rate, as the case may be, and an interest charge would be imposed with respect to the resulting tax liability allocated to each such year,
• · the amount allocated to the year of the dividend payment or disposition would be taxable as ordinary income, and
• · a U.S. holder would be required to make an annual return on IRS Form 8621 regarding distributions received and gain realized with respect to ADSs.

One method to avoid the aforementioned treatment is for a U.S. holder to make an election to treat us as a qualified electing fund. A U.S. holder may make a qualified electing fund election only if we furnish the U.S. holder with certain tax information and we do not presently intend to prepare or provide this information. Alternatively, another method to avoid the aforementioned treatment is for a U.S. holder to make a timely mark-to-market election in respect of its ADSs. If a U.S. holder elects to mark-to-market its ADSs, any excess of the fair market value of the ADSs at the close of each tax year over the adjusted basis in such ADSs will generally be included in income. If the fair market value of the ADSs had depreciated below the adjusted basis at the close of the tax year, the U.S. holder may generally deduct the excess of the adjusted basis of the ADSs over its fair market value at that time. However, such deductions generally would be limited to the net mark-to-market gains, if any, that were included in income by such holder with respect to ADSs in prior years. Income recognized and deductions allowed under the mark-to-market provisions, as well as any gain or loss on the disposition of ADSs with respect to which the mark-to-market election is made, is treated as ordinary income or loss.

You are urged to consult your own tax advisor regarding the possibility of us being classified as a PFIC and the potential tax consequences arising from the ownership and disposition (directly or indirectly) of an interest in a PFIC.

Backup Withholding and Information Reporting

Payments of dividends with respect to ADSs and the proceeds from the sale, retirement, or other disposition of ADSs made by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and to the U.S. holder as may be required under applicable U.S. Treasury regulations. We, or an agent, a broker, or any paying agent, as the case may be, may be required to withhold tax, currently at the rate of 28% (the backup withholding tax), if a non-corporate U.S. holder that is not otherwise exempt fails to provide an accurate taxpayer identification number and comply with other IRS requirements concerning information reporting. Certain U.S. holders (including, among others, corporations and tax-exempt organizations) are not subject to backup withholding. Backup withholding is not an additional tax. Any amount of backup withholding withheld may be used as a credit against your U.S. Federal income tax liability provided that the required information is furnished to the IRS. U.S. holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

Sale, Exchange or Retirement of Securities

If you are a non-U.S. holder and you sell, exchange or redeem ADSs, you will generally not be subject to U.S. Federal income tax on any gain, unless one of the following applies:

• · the gain is connected with a trade or business that you conduct in the United States through an office or other fixed place of business, or
• · you are an individual, you are present in the United States for at least 183 days during the year in which you dispose of the ADSs and have a "tax home" in the United States, and certain other conditions are satisfied.

Backup Withholding and Information Reporting

Backup withholding and information reporting apply to non-U.S. holders as follows:

Information reporting and backup withholding may apply if you use the U.S. office of a broker or agent, and information reporting (but not backup withholding) may apply if you use the foreign office of a broker or agent that has certain connections to the United States. You may be required to comply with applicable certification procedures to establish that you are not a U.S. holder in order to avoid the application of such information reporting and backup withholding requirements. You should consult your tax advisor concerning the application of the information reporting and backup withholding rules.

Non-U.S. holders are urged to consult legal and tax advisors in the countries of their citizenship, residence and domicile to determine the possible tax consequences of holding and selling ADSs under the laws of their respective jurisdictions in light of their own particular circumstances.

Documents on Display

We are subject to certain of the information reporting requirements of the Securities and Exchange Act of 1934, as amended. We, as a "foreign private issuer" are exempt from the rules and regulations under the Securities Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions contained in Section 16 of the Securities Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Securities Exchange Act. NASDAQ rules generally require that companies send an annual report to shareholders prior to the annual general meeting. We have an exception under the NASDAQ rules and follow the generally accepted business practice for companies in Israel. Specifically, we file annual reports on Form 20-F, which contain financial statements audited by an independent accounting firm, electronically with the SEC and post a copy on our website. We will also furnish to the SEC quarterly reports on Form 6-K containing unaudited financial information after the end of each of the first three quarters.

You may read and copy any document we file with the SEC at its public reference facilities at, 100 F Street, N.E., Washington, D.C. 20549 and at the SEC's regional offices at 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of this web site is http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. In addition, our ADSs are quoted on the NASDAQ Global Select Market, so our reports and other information can be inspected at the offices of the National Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

General

Market risks relating to our operations result primarily from weak economic conditions in the markets in which we sell our products and changes in interest rates and exchange rates. To manage the volatility related to the latter exposure, we may enter into various derivative transactions. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in currency exchange rates. It is our policy and practice to use derivative financial instruments only to manage exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivative.

Foreign Currency Risk

We conduct our business primarily in U.S. dollars but also in the currencies of the United Kingdom, Canada, the European Union and Israel as well as other currencies. Thus, we are exposed to foreign exchange movements, primarily in U.K., European and Israeli currencies. We monitor foreign currency exposure and, from time to time, may use various instruments to preserve the value of sales transactions and commitments; however, this cannot assure our protection against risks of currency fluctuations. For more information regarding foreign currency related risks, please refer to "General Business Risks Relating to Our Business and Market," on page 3. We use currency forward contracts together with currency options to hedge payments in NIS. These transactions constitute a future cash flow hedge.

As of December 31, 2010, we had outstanding forward contracts and currency options in the total amount of approximately $208.9 million. These transactions were for up to a one year period.

The table below details the balance sheet exposure (i.e., the gap between assets and liabilities in a given currency) by currency and geography, as of December 31, 2010. All data in the tables have been converted into U.S. dollar equivalents.

In U.S. dollars in millions:

	U.S.Dollars	BritishPound	Euro	New IsraeliShekel	SwissFrank	CanadianDollar	HongKongDollar	JapaneseYen	AustralianDollar	Othercurrencies	Total
Israel	-	10.21	4.68	(37.37)	0.03	0.25	(1.20)	(2.27)	0.60	(0.92)	126.42
European Union	7.37	(2.38)	8.38	-	0.14	-	-	0.01	-	(0.05)	13.48
Switzerland	1.23	0.06	0.17	-	-	-	-	-	-	(0.00)	1.46
United States of
America	-	-	0.47	-	-	0.47	-	1.95	1.21	(0.03)	4.07
Canada	3.65	-	-	-	-	-	-	-	-	0.00	3.65
Hong Kong	0.01	-	-	-	-	-	-	-	-	0.19	0.25
Japan	-	-	-	-	-	-	-	-	-	-	-
India	-	-	-	-	-	-	-	-	-	-	-
Singapore	-	-	-	-	-	-	-	-	-	-	-
Australia	1.16								-	(0.02)	1.14
	13.47	7.89	13.7	115.04	0.18	0.72	(1.20)	(0.31)	1.81	(0.84)	150.46

Net Exposure:

	NIS/	GBP/	EUR/	CHF/			JPY/		GBP/	GBP/	GBP/	EUR/	Other/
	USD	USD	USD	USD		CAD/USD HKD/USD	USD	AUD/USD	EUR	CHF	JPY	CHF	Other	Total
Net Exposure	(37.37)	15.33	5.14	1.34	4.37	(1.14)	(0.32)	2.97	8.25	0.17	0.01	0.13	(0.84)	150.46

The table below presents the fair value of firmly committed transactions for lease obligations denominated in currencies other than the functional currency:

In U.S. dollars in millions:

	New Israel Shekel	Other currencies	Total
less than 1 year	6.43	0.11	6.54
1-3 years	12.33	-	12.33
3-5 years	14.44	-	14.44
Over 5 years	50.53	-	50.53
Total	83.73	0.11	83.84

The fair value of derivative instruments and the notional amount of the hedged instruments are set forth in the table below:

In U.S. dollars in millions:

		New Israeli Shekels
	Notional Amount	Fair Value
Zero-cost collar contracts to hedge payroll expenses	58.00	2.42
Forward contracts to hedge Israeli Treasury Bills exposure (*)	150.87	(8.78)

* During 2010 we invested approximately $150 million in one-year Israeli Treasury Bills dominated in NIS against which we have entered into SWAP contracts to hedge the currency fluctuations of the NIS against the U.S. dollar.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our investment in marketable securities and deposits. Our marketable securities portfolio consists of investment-grade corporate bonds, U.S. federal agency securities and U.S. treasury bills, treasury notes and Israeli Treasury bills. As of December 31, 2010, 94% of our portfolio was in such securities.

We invest in dollar deposits with U.S. banks, European banks, Israeli banks and money market funds. As of December 31, 2010, 6% of our portfolio was in such deposits. Since these investments are for short periods, interest income is sensitive to changes in interest rates.

The decline in interest rates due to the global credit crisis has a direct effect on our interest income and our ability to maintain our portfolio's yield level in line with prior years. In a market environment of declining interest rates, we are likely to reinvest the redeemed proceeds from our called or matured marketable securities in lower yielding investments. Conversely, an increase in market interest rates could also have an adverse effect on the value of our investment portfolio, for example, by decreasing the fair values of the fixed income securities that comprise a substantial majority of our investment portfolio.

The average duration of the securities portfolio, as of December 31, 2010, is 2 years. The securities in our portfolio are rated at the least as A- according to Standard and Poor's rating or A3, according to Moody's rating. Securities representing 31% of the portfolio are rated as AAA; securities representing 23% of the portfolio are rated as AA; and securities representing 46% of the portfolio are rated as A.

The fair value of marketable securities, which are subject to risk of changes in interest rate, segregated by maturity dates:

		Amortized Cost				Estimated fair value
	Up to 1 year	1-3 years	4-5 years	Total	Up to 1 year	1-3 years	4-5 years	Total
Corporate debentures	89.15	145.01	112.96	347.12	90.18	146.95	112.20	349.33
U.S. Government agency
debentures		4.00	29.00	33.00		4.01	28.97	32.98
US treasuries			18.07	18.07			18.95	18.95
Israeli Treasury Bills(*)	152.45			152.45	152.41			152.41

* These securities bear Israel sovereign risk which is rated A stable by Standard and Poor's and A1 stable by Moody's.

Other risks and uncertainties that could affect actual results and outcomes are described in Item 3, "Key Information—Risk Factors."

Item 12. Description of Securities Other than Equity Securities.

American Depositary Shares and Receipts

Set forth below is a summary of certain provisions in relation to charges and other payments under the Deposit Agreement, as amended, among NICE, The Bank of New York Mellon as depositary (the "Depositary"), and the owners and holders from time to time of American Depositary Receipts or ADRs (or the Deposit Agreement). This summary is not complete and is qualified in its entirety by the Deposit Agreement, a form of which has been filed as Exhibit A to the registration statement on Form F-6 (Registration No. 333-13518) filed with the SEC on May 17, 2001.

Charges of Depositary

We will pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any registrar only in accordance with agreements in writing entered into between us and the Depositary from time to time. The following charges shall be incurred by any party depositing or withdrawing ordinary shares or by any party surrendering ADRs or to whom ADRs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADRs or deposited ordinary shares or a distribution of ADRs pursuant to the terms of the Deposit Agreement):

• (1) any applicable taxes and other governmental charges,

• (2) any applicable transfer or registration fees,

• (3) certain cable, telex and facsimile transmission charges as provided in the Deposit Agreement,

• (4) any expenses incurred in the conversion of foreign currency,

• (5) a fee of $5.00 or less per 100 ADSs (or a portion thereof) for the execution and delivery of ADRs and the surrender of ADRs, and

• (6) a fee for the distribution of proceeds of rights that the Depositary sells pursuant to the Deposit Agreement.

The Depositary may own and deal in our securities and in our ADRs.

Liability of Holders for Taxes, Duties or Other Charges

Any tax or other governmental charge with respect to ADRs or any deposited ordinary shares represented by any ADR shall be payable by the holder of such ADR to the Depositary. The Depositary may refuse to effect transfer of such ADR or any withdrawal of deposited ordinary shares represented by such ADR until such payment is made, and may withhold any dividends or other distributions or may sell for the account of the holder any part or all of the deposited ordinary shares represented by such ADR and may apply such dividends or distributions or the proceeds of any such sale in payment of any such tax or other governmental charge and the holder of such ADR shall remain liable for any deficiency.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

None.

Item 15. Controls and Procedures.

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of NICE's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of NICE's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that NICE's disclosure controls and procedures were effective as of such date.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rule 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective can only provide reasonable assurance with respect to financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed our internal control over financial reporting as of December 31, 2010. Our management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management has concluded that, as of December 31, 2010, our internal control over financial reporting is effective.

Attestation Report of the Independent Registered Public Accounting Firm

Our independent registered public accounting firm, Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global independently assessed the effectiveness of the company's internal control over financial reporting and has issued an attestation report, which is included under Item 18 on page F-3 of this annual report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert.

Our board of directors has determined that Dan Falk meets the definition of an audit committee financial expert, as defined in Item 407 of Regulation S-K, and is independent under the applicable regulations.

Item 16B. Code of Ethics.

We have adopted a Code of Ethics that applies to our principal executive and financial officers, and that also applies to all of our employees. The Code of Ethics is publicly available on our website at www.nice.com. Written copies are available upon request. If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of this code to our chief executive officer, principal financial officer or corporate controller, we will either disclose the nature of such amendment or waiver on our website or in our annual report on Form 20-F.

On November 25, 2009, our Internal Audit Committee and Board of Directors approved a waiver of the applicable provisions of our Code of Ethics, with respect to a potential conflict of interest of our Chief Executive Officer, Zeev Bregman, caused by his holding and exercise of stock options in subsidiaries of Comverse (which includes one of our direct competitors) and holding the underlying shares. In making their respective decisions, the Internal Audit Committee and Board of Directors determined that Mr. Bregman's interests in the success of NICE exceed the benefits which he may gain from these options and underlying shares.

Item 16C. Principal Accountant Fees and Services.

Fees Paid to Independent Auditors

Fees billed or expected to be billed by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, and other members of Ernst & Young Global for professional services for each of the last two fiscal years were as follows:

Services Rendered	2009 Fees	2010 Fees
Audit (1)	$850,000 $	717,000
Audit-related (2)	$139,000 $	138,000
Tax (3)	$566,000 $	832,000
Total	$ 1,555,000 $ 1,687,000

(1) Audit fees are for audit services for each of the years shown in this table, including fees associated with the annual audit for 2010 (including audit in accordance with section 404 of the Sarbanes-Oxley act) and certain procedures regarding our quarterly financial results submitted on Form 6-K, consultations on various accounting issues and performance of local statutory audits.

(2) Audit-related fees relate to assurance and associated services that traditionally are performed by the independent auditor, including: accounting consultation and consultation concerning financial accounting, reporting standards and government approvals and due diligence investigations.

(3) Tax fees are for professional services rendered by our auditors for tax compliance, tax advice on actual or contemplated transactions, tax consulting associated with international transfer prices and employee benefits.

Policies and Procedures

Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our external auditors - Ernst & Young. The policy, which is designed to ensure that such services do not impair the independence of our auditors, requires pre-approval from the audit committee on an annual basis for the various audit and non-audit services that may be performed by our auditors. If a type of service, that is to be provided by our auditors, has not received such general pre-approval, it will require specific pre-approval by our audit committee. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by our audit committee. The policy prohibits retention of the independent auditors to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act of 2002 or the rules of the SEC, and also considers whether proposed services are compatible with the independence of the public auditors.

130

Item 16D. Exemptions from the Listing Standards for Audit Committees.

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

On February 15, 2011, we announced that our board of directors authorized a program to repurchase up to $100 million of our issued and outstanding ordinary shares and ADRs. Repurchases may be made from time to time in the open market or in privately negotiated transactions and will be in accordance with applicable securities laws and regulations. The timing and amount of the repurchase transactions will be determined by management and may depend on a variety of factors, including market conditions, alternative investment opportunities and other considerations. The program does not obligate us to acquire any particular amount of ordinary shares and ADRs and the program may be modified or discontinued at any time without prior notice.

Item 16F. Change in Registrant's Certifying Accountant.

None.

Item 16G. Corporate Governance.

We follow the Israeli Companies Law, the relevant provisions of which are summarized in this annual report, rather than comply with the NASDAQ requirements relating to: (i) the quorum for shareholder meetings, as described in "Item 10 – Additional Information – Memorandum and Articles of Association – Meetings of Shareholders"; (ii) shareholder approval with respect to issuance of securities under equity based compensation plans, as described in "Item 10 – Additional Information – Memorandum and Articles of Association – Approval of Certain Transactions"; and (iii) sending annual reports to shareholders, as described in "Item 10 – Additional Information – Documents on Display."

PART III

Item 17. Financial Statements.

Not Applicable.

Item 18. Financial Statements.

See pages F-1 through F-58 of this annual report attached hereto.

Item 19. Exhibits.

Exhibit No.	Description
1.1	Amended and Restated Memorandum of Association, as approved on December 21, 2006 (English translation) (filed as Exhibit 1.1 to NICE-Systems Ltd.'s AnnualReport on Form 20-F filed with the SEC on June 13, 2007, and incorporated herein by reference).
1.2	Amended and Restated Articles of Association, as amended on June 29, 2010 (filed as Exhibit 4.2 to NICE-Systems Ltd.'s Registration Statement on Form S-8(Registration No. 333-168100) filed with the SEC on July 14, 2010, and incorporated herein by reference).
2.1	Form of Share Certificate (filed as Exhibit 4.1 to Amendment No. 1 to NICE-Systems Ltd.'s Registration Statement on Form F-1 (Registration No. 333-99640) filedwith the SEC on December 29, 1995, and incorporated herein by reference).
2.2	Form of Deposit Agreement including Form of ADR Certificate (filed as Exhibit A to NICE-Systems Ltd.'s Registration Statement on Form F-6 (Registration No. 333-157371) filed with the SEC on February 17, 2009, and incorporated herein by reference).
4.1	Manufacturing Outsourcing Agreement dated January 21, 2002 by and among NICE-Systems Ltd. and Flextronics Israel Ltd. (filed as Exhibit 4.5 to NICE-SystemsLtd.'s Annual Report on Form 20-F filed with the SEC on June 26, 2003, and incorporated herein by reference).
4.2	Share Purchase and Sale Agreement between NICE-Systems Ltd., certain subsidiaries of the NICE-Systems Ltd., and, Fortent, Inc. and certain subsidiaries ofFortent, Inc., dated as of August 31, 2009 (filed as Exhibit 4.4 to NICE-Systems Ltd.'s Annual Report on Form 20-F filed with the SEC on March 31, 2010, andincorporated herein by reference).
4.3	Asset Purchase Agreement, dated as of November 22, 2009, among Orsus Solutions Limited and its wholly-owned subsidiaries and NICE-Systems Ltd. and certainof its wholly-owned subsidiaries (filed as Exhibit 4.5 to NICE-Systems Ltd.'s Annual Report on Form 20-F filed with the SEC on March 31, 2010, and incorporatedherein by reference).
4.4	Agreement and Plan of Merger, dated as of June 9, 2010, among NICE-Systems Ltd., certain subsidiaries of the NICE-Systems Ltd., e-Glue Software Technologies,Inc. and certain shareholder representatives of e-Glue.
4.5	Share Purchase Agreement, dated as of March 4, 2011, among NICE-Systems Ltd., IEX Corporation B.V. and CyberTech Beheer B.V. and StichtingAdministratiekantoor Cybertech.
4.6	NICE Systems Ltd. 2003 Stock Option Plan, as amended (filed as Exhibit 4.4 to NICE-System Ltd.'s Annual Report on Form 20-F (File No. 000-27466) filed with theSEC on April 6, 2009, and incorporated herein by reference).
4.7	NICE Systems Ltd. Amended and Restated 1999 Employee Stock Purchase Plan (filed as Exhibit 4 to NICE-System Ltd.'s Registration Statement on Form S-8(Registration No. 333-111113) filed with the SEC on May 22, 2006, and incorporated herein by reference).
4.8	Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan (filed as Exhibit 4.4 to NICE-System Ltd.'s Registration Statement on Form S-8(Registration No. 333-145981) filed with the SEC on September 11, 2007, and incorporated herein by reference).
4.9	NICE Systems Ltd. 2008 Share Incentive Plan, as amended (filed as Exhibit 4.4 to NICE-System Ltd.'s Registration Statement on Form S-8 (Registration No. 333-171165) filed with the SEC on December 15, 2010, and incorporated herein by reference).
4.10	Orsus Solutions Limited 2007 Incentive Option Plan, as amended (filed as Exhibit 4.10 to NICE-Systems Ltd.'s Annual Report on Form 20-F filed with the SEC onMarch 31, 2010, and incorporated herein by reference).
4.11	e-Glue Software Technologies, Inc. 2004 Stock Option Plan, as amended (filed as Exhibit 4.4 to NICE-Systems Ltd.'s Registration Statement on Form S-8(Registration No. 333-168100) filed with the SEC on July 14, 2010, and incorporated herein by reference).
8.1	List of significant subsidiaries.
12.1	Certification by the Chief Executive Officer of NICE-Systems Ltd., pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
12.2	Certification by the Chief Financial Officer of NICE-Systems Ltd., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1	Certification by the Chief Executive Officer of NICE-Systems Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.
13.2	Certification by the Chief Financial Officer of NICE-Systems Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002.

15.1 Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global.

NICE SYSTEMS LTD. AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010

IN U.S. DOLLARS

INDEX

	Page
Reports of Independent Registered Public Accounting Firm	F-2 – F-3
Consolidated Balance Sheets	F-4 - F-5
Consolidated Statements of Income	F-6
Statements of Changes in Shareholders' Equity	F-7 - F-8
Consolidated Statements of Cash Flows	F-9 - F-12
Notes to Consolidated Financial Statements	F-13 - F-58

Kost Forer Gabbay & Kasierer 3 Aminadav St. Tel-Aviv 67067, Israel

Tel: 972 (3)6232525 Fax: 972 (3)5622555 www.ey.com/il

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

NICE SYSTEMS LTD.

We have audited the accompanying consolidated balance sheets of NICE Systems Ltd. ("the Company") and its subsidiaries as of December 31, 2009 and 2010, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2009 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 31, 2011 expressed an unqualified opinion thereon.

Tel-Aviv, Israel KOST FORER GABBAY & KASIERER March 31, 2011 A Member of Ernst & Young Global

• F - 2 -

Kost Forer Gabbay & Kasierer 3 Aminadav St. Tel-Aviv 67067, Israel

Tel: 972 (3)6232525 Fax: 972 (3)5622555 www.ey.com/il

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

NICE SYSTEMS LTD.

We have audited NICE Systems Ltd.'s ("the Company") internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("the COSO criteria"). The Company's management is responsible for maintaining effective internal control over financial reporting included in the accompanying Management's Annual Report on internal control over financial reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company and its subsidiaries as of December 31, 2009 and 2010, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2010 and our report dated March 31, 2011 expressed an unqualified opinion thereon.

Tel-Aviv, Israel KOST FORER GABBAY & KASIERER March 31, 2011 A Member of Ernst & Young Global

• F - 3 -

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

		December 31,
	2009	2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$214,811	$109,526
Short-term bank deposits	40,227	-
Marketable securities	68,623	242,593
Trade receivables (net of allowance for doubtful accounts of $ 6,039 and $ 4,102 at December 31, 2009 and 2010, respectively)	102,147	99,257
Other receivables and prepaid expenses	23,887	31,924
Inventories	14,445	10,861
Deferred tax assets	8,181	6,798
Total current assets	472,321	500,959
LONG-TERM ASSETS:
Marketable securities	224,828	311,081
Other long-term assets	29,314	31,118
Property and equipment, net	22,052	22,014
Other intangible assets, net	156,664	141,632
Goodwill	494,498	527,614
Total long-term assets	927,356	1,033,459
Total assets	$1,399,677	$1,534,418

The accompanying notes are an integral part of the consolidated financial statements.

• F - 4 -

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share data)

		December 31,
	2009	2010
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$26,342	$20,019
Accrued expenses and other liabilities	261,519	307,031
Total current liabilities	287,861	327,050
LONG-TERM LIABILITIES:
Accrued severance pay	22,979	24,776
Deferred tax liabilities	25,899	19,705
Other long-term liabilities	184	2,127
Total long-term liabilities	49,062	46,608
COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS' EQUITY:
Share capital
Ordinary shares of NIS 1 par value:
Authorized: 125,000,000 shares at December 31, 2009 and 2010; Issued and outstanding:
61,958,508 and 63,384,481 shares at December 31, 2009 an 2010, respectively	15,492	15,875
Additional paid-in capital	892,139	939,064
Accumulated other comprehensive income	8,585	10,576
Retained earnings	146,538	195,245
Total shareholders' equity	1,062,754	1,160,760
Total liabilities and shareholders' equity	$1,399,677	$1,534,418

The accompanying notes are an integral part of the consolidated financial statements.

• F - 5 -

CONSOLIDATED STATEMENTS OF INCOME

U.S. dollars in thousands (except per share data)

		Year ended December 31,
	2008	2009	2010
Revenues:
Products	$351,680	$281,783	$325,429
Services	272,482	301,332	364,022
Total revenues	624,162	583,115	689,451
Cost of revenues:
Products	95,861	88,030	107,190
Services	142,885	149,175	161,885
Total cost of revenues	238,746	237,205	269,075
Gross profit	385,416	345,910	420,376
Operating expenses:
Research and development, net	78,445	77,382	97,083
Selling and marketing	147,879	141,526	178,407
General and administrative	97,378	72,791	76,345
Amortization of acquired intangibles	14,493	16,012	19,489
Settlement and related expenses	9,870	-	-
Total operating expenses	348,065	307,711	371,324
Operating income	37,351	38,199	49,052
Financial income and other, net	11,236	7,597	8,981
Income before taxes on income	48,587	45,796	58,033
Taxes on income	9,480	3,040	9,326
Net income	$39,107	$42,756	$48,707
Net earnings per share:
Basic	$0.65	$0.70	$0.78
Diluted	$0.64	$0.68	$0.76

The accompanying notes are an integral part of the consolidated financial statements.

• F - 6 -

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

U.S. dollars in thousands

Balance as of January 1, 2008$14,801$811,250$13,068$64,675$903,794Issuance of shares of ESPP5526--531Exercise of share options29014,430--14,720Stock-based compensation-25,321--25,321Tax benefit in respect of offering expenses-892--892Excess tax benefit from share-based paymentarrangements-638--638Restricted shares vesting in respect ofActimize acquisition61169--230Comprehensive income:Foreign currency translation adjustments--(14,405)-$(14,405)(14,405)Unrealized gains on marketable securities,net--1,432-1,4321,432Unrealized losses on derivative instruments,net--(1,438)-(1,438)(1,438)Net income---39,10739,10739,107Total comprehensive income$24,696Balance as of December 31, 200815,157853,226(1,343)103,782970,822Issuance of shares of ESPP5370--375Exercise of share options30319,267--19,570Stock-based compensation-18,237--18,237Excess tax benefit from share-based paymentarrangements-969--969Restricted shares vesting in respect of Actimizeacquisition2770--97Comprehensive income:Foreign currency translation adjustments--7,415-$7,4157,415Unrealized gains on marketable securities,net--2,206-2,2062,206Unrealized gains on derivative instruments,net--307-307307Net income---42,75642,75642,756Total comprehensive income$52,684		Sharecapital	Additionalpaid-incapital	Accumulatedothercomprehensiveincome (loss)	Retainedearnings	Totalcomprehensiveincome	Totalshareholders'equity
	Balance as of December 31, 2009	$15,492	$892,139	$8,585	$146,538		$1,062,754

The accompanying notes are an integral part of the consolidated financial statements.

• F - 7 -

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

U.S. dollars in thousands

	Sharecapital	Additionalpaid-incapital	Accumulatedothercomprehensiveincome	Retainedearnings	Totalcomprehensiveincome	Totalshareholders'equity
Balance as of December 31, 2009	$15,492	$892,139	$8,585	$146,538		$1,062,754
Issuance of shares of ESPPExercise of share optionsStock-based compensation	4364-	43225,40921,054	---	---		43625,77321,054
Excess tax shortfall from share-based paymentarrangements	-	(18)	-	-		(18)
Restricted shares vesting in respect ofActimizeacquisitionComprehensive income:	15	48	-	-		63
Foreign currency translation adjustmentsUnrealized losses on marketable securities,	-	-	135	-	$135	135
netUnrealized gains on derivative instruments,netNet income	---	---	(1,001)2,857-	--48,707	(1,001)2,85748,707	(1,001)2,85748,707
Total comprehensive income					$50,698
Balance as of December 31, 2010	$15,875	$939,064	$10,576	$195,245		$1,160,760

As of December 31, 2008, 2009 and 2010, accumulated other comprehensive income (loss) was comprised of foreign currency translation adjustments of $ (1,819), $ 5,596 and $ 5,731, unrealized gains on marketable securities, net of tax, of $ 1,432, $ 3,638 and $ 2,637 and unrealized gains (losses) on derivative instruments, net of tax, of $ (956), $ (649) and $ 2,208, respectively.

The accompanying notes are an integral part of the consolidated financial statements.

$$ \sim $$ F - 8 -

U.S. dollars in thousands

		Year ended December 31,
	2008	2009		2010
Cash flows from operating activities:
Net income	$39,107	$	42,756	$48,707
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	42,740		47,217	57,110
Stock-based compensation	25,321		18,237	21,054
Excess tax shortfall (benefit) from share-based payment arrangements	(638)		(969)	18
Accrued severance pay, net	1,506		(1,534)	(1,015)
Amortization of premium and accrued interest on marketable securities	1,504		1,656	328
Loss (gain) on marketable securities, net	4,924		(823)	(1,197)
Deferred taxes, net	(5,554)		(6,984)	(4,862)
Decrease (increase) in trade receivables, net	(232)		8,898	6,344
Decrease (increase) in other receivables and prepaid expenses	80		(2,265)	(4,200)
Decrease (increase) in inventories	(935)		(531)	3,546
Increase (decrease) in trade payables	189		1,536	(7,136)
Increase in accrued expenses and other liabilities	28,057		12,039	25,913
Other	(359)		453	410
Net cash provided by operating activities	135,710		119,686	145,020
Cash flows from investing activities:
Purchase of property and equipment	(15,454)		(8,851)	(11,704)
Proceeds from sale of property and equipment	20		70	13
Investment in marketable securities	(231,057)		(197,499)	(387,988)
Proceeds from maturity of marketable securities	64,725		140,396	66,635
Proceeds from sale and call of marketable securities	111,826		57,394	69,933
Investment in short-term bank deposits	(64,448)		(110,021)	-
Proceeds from short-term bank deposits	39,095		134,473	40,029
Payment for the acquisition of Fortent (a)	-		(72,700)	(300)
Payment for the acquisition of Orsus (b)	-		-	(21,456)
Payment for the acquisition of e-Glue (c)	-		-	(25,506)
Payment for other acquisitions	(21,679)		(12,226)	(5,005)
Capitalization of software development costs	(1,278)		(1,315)	(1,311)
Purchase of intangible assets	(3,533)		(1,000)	-
Receipt upon the realization of investment in an affiliate	964		-	-
Net cash used in investing activities	(120,819)		(71,279)	(276,660)

The accompanying notes are an integral part of the consolidated financial statements.

- F - 9 -

U.S. dollars in thousands

		Year ended December 31,
	2008	2009	2010
Cash flows from financing activities:
Proceeds from issuance of shares upon exercise of options and ESPP	15,282	19,948	25,984
Excess tax benefit (shortfall) from share-based payment arrangements	638	969	(18)
Net cash provided by financing activities	15,920	20,917	25,966
Effect of exchange rate changes on cash	(3,054)	1,111	389
Increase (decrease) in cash and cash equivalents	27,757	70,435	(105,285)
Cash and cash equivalents at the beginning of the year	116,619	144,376	214,811
Cash and cash equivalents at the end of the year	$144,376	$214,811	$109,526
Supplemental disclosure of cash flows activities:
Cash paid during the year for:
Income taxes	$2,499	$5,554	$9,988
Interest	$52	$36	$28

The accompanying notes are an integral part of the consolidated financial statements.

• F - 10 -

U.S. dollars in thousands

				Year ended December 31,
		2008		2009	2010
(a)	Payment for the acquisition of Fortent:
	Fair value of assets acquired and liabilities assumed at the acquisition date:
	Working capital deficit (excluding cash and cash equivalents)	$	-$	(9,796)	$-
	Property and equipment		-	1,302	-
	Long-term other receivables and prepaid expenses		-	536	-
	Long-term deferred tax assets		-	5,746	-
	Other intangible assets		-	35,000	-
	Goodwill		-	40,212	-
			-	73,000	-
	Add (less) - (accrued) acquisition payment		-	(300)	300
		$	-$	72,700	$300
(b)	Payment for the acquisition of Orsus:
	Estimated fair value of assets acquired and liabilities assumed at the acquisition date:
	Working capital deficit (excluding cash and cash equivalents)	$	-$	-	$(382)
	Severance pay fund				458
	Property and equipment		-	-	96
	Other intangible assets		-	-	14,331
	Goodwill		-	-	7,495
	Accrued severance pay		-	-	(542)
		$	-$	-	$21,456

The accompanying notes are an integral part of the consolidated financial statements.

• F - 11 -

U.S. dollars in thousands

			Year ended December 31,
		2008	2009		2010
(c)	Payment for the acquisition of e-Glue:
	Estimated fair value of assets acquired and liabilities assumed at the acquisition date:
	Working capital deficit (excluding cash and cash equivalents)	$-	$	-$	(3,538)
	Property and equipment	-		-	306
	Long-term deposits	-		-	48
	Severance pay fund	-		-	127
	Long-term deferred tax assets	-		-	876
	Other intangible assets	-		-	11,000
	Goodwill	-		-	22,576
	Accrued severance pay	-		-	(257)
	Long-term deferred tax liabilities	-		-	(59)
		-		-	31,079
	Add - amount due from e-Glue shareholders	-		-	269
	Less - accrued earn out payment	-		-	(5,842)
		$-	$	-$	25,506
	Tax benefit on offering expenses	$892	$	-$	-

The accompanying notes are an integral part of the consolidated financial statements.

• F - 12 -

NOTE 1:- GENERAL

a. General:

NICE Systems Ltd. ("NICE") and subsidiaries (collectively - "the Company") is a worldwide leader of intent-based solutions that capture and analyze interactions and transactions, realize intent, and extract and leverage insights to deliver impact in real time. Across the Company's businesses, its solutions capture unstructured data from various customer touch points, financial transaction channels and security related sensors. Through cross-channel analytics capabilities, the intent that underlies the data is revealed and insights are delivered to the organization. The Company's real-time impact solutions drive personalized response to these insights during the interaction, transaction or event, taking into account the specific context. The Company's solutions enable organizations to improve business performance, increase operational efficiency, prevent financial crime, ensure compliance, and enhance safety and security. The Company's offerings for the enterprise, financial crime and security sectors serve three main needs: improving business performance, decreasing financial risk, and enhancing safety and security. The Company's solutions capture interactions, transactions and data from multiple sources, systems and sensors, including telephones, emails, video, radio, geo-location, web and more. They provide valuable insight about the business or security situation by applying real-time, cross-channel analytics to realize the intent of customers, and criminals such as terrorists or fraudsters, to enable proactive response for real-time impact. The Company serves organizations in the enterprise, financial crime and security sectors representing a variety of sizes and industries. The Company's enterprise customers span a variety of industries, such as financial services, telecommunications, healthcare, outsourcers, retail, media, travel, service providers, utilities and others. The Company's financial crime solutions primarily serve financial services organizations. The Company's security solutions are tailored to protect city centers, transportation systems, critical infrastructure, enterprise campuses and more.

The Company's markets are located primarily in North America, Europe, the Middle East and Africa ("EMEA") and Asia Pacific ("APAC").

The Company depends on a limited number of contract manufacturers for producing its products. If any of these manufacturers becomes unable or unwilling to continue to manufacture or fails to meet the quality or delivery requirements needed to satisfy the Company's customers, it could result in the loss of sales, which could adversely affect the Company's results of operations and financial position.

The Company relies upon a number of independent distributors to market, sell and service its products in certain markets. If the Company is unable to effectively manage and maintain relationships with its distributors, or to enter into similar relationships with others, its ability to market and sell its products in these markets will be adversely affected. In addition, a loss of a major distributor, or any event negatively affecting such distributor's financial condition, could cause a material adverse effect on the Company's results of operations and financial position.

As for major customer data, see Note 15c.

NOTE 1:- GENERAL (Cont.)

• b. Acquisitions:
• 1. Acquisition of Quality Plus Group Ltd.:

On April 8, 2008, the Company acquired certain assets, shares and business from Quality Plus Group Ltd., a UK-based value-added distributor of NICE's contact center solutions, and its affiliates ("QPC") for $ 12,587 in cash (including acquisition costs). The business acquired includes the sale, distribution, service, support, maintenance and development of workforce management solutions and associated services as conducted by QPC in the UK, Sweden and Australia. With the acquisition of QPC, the Company expanded its customer base and presence in the UK, Sweden and Australia and expanded and strengthened the Company's support organization in these regions. The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of QPC. The results of the QPC operations have been included in the consolidated financial statements since April 8, 2008. The Company recorded customer relationships and goodwill in the amounts of $ 12,000 and $ 5,524, respectively.

1. Acquisition of certain assets and liabilities of AVT Systems Limited:

On April 28, 2008, the Company completed the acquisition of certain assets of AVT Systems Limited ("AVT"), for $ 6,186 in cash (including acquisition costs). The business acquired includes the sale, distribution, service, maintenance and support of NICE voice recording solutions (hardware and software and associated services) in the United Kingdom. With the acquisition of AVT, the Company expanded its customer base and presence in the UK financial sector and expanded and strengthened the Company's support organization in the UK. The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of AVT. The results of the AVT operations have been included in the consolidated financial statements since April 28, 2008. The Company recorded customer relationships and goodwill in the amounts of $ 3,838 and $ 3,478, respectively.

1. Acquisition of Syfact:

On June 17, 2009, the Company completed the acquisition of Syfact, for $ 4,425 in cash. The acquired business provides innovative investigative case management solutions, best practice and technologies that simplify and enrich the most complex fraud, money laundering, customer due diligence and corporate security investigations. The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of Syfact. The results of the Syfact operations have been included in the consolidated financial statements since June 15, 2009. The Company recorded customer relationships, technology and goodwill in the amounts of $ 2,361, $ 142 and $ 1,758, respectively.

• F - 14 -

NOTE 1:- GENERAL (Cont.)

1. Acquisition of Fortent:

On August 31, 2009, the Company completed the acquisition of all of the outstanding shares of certain subsidiaries of Fortent Inc. ("Fortent"), for total consideration of $ 73,000 in cash. Fortent is a leading provider of analytics based Anti-Money Laundering and financial crime prevention software solutions for the financial services industry.

The acquisition of Fortent allows NICE to offer its customers and partners a more extensive product portfolio in the industries in which NICE operates. Fortent is a leading vendor known for its anti-money laundering deployments and expertise within the world's tier-one financial institutions and for its advanced statistical profiling analytics technology. The factors that resulted in recognition of goodwill in connection with the acquisition included the strength of the Company's position in the market and comprehensive integrated platform offering for risk and financial crime solution.

The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of Fortent. The results of the Fortent operations have been included in the consolidated financial statements since August 31, 2009.

Revenues of Fortent for the period since the acquisition date through December 31, 2009, which are included in the consolidated financial statements amounted to $ 5,249.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed:

Cash	$144
Trade receivables	2,253
Other receivables and prepaid expenses	1,881
Property and equipment	1,302
Long-term trade receivables	536
Long-term deferred tax assets, net	5,746
Trade name	460
Core technology	14,300
In-process research and development ("IPR&D")	1,440
Customer relationships	18,800
Goodwill	40,212
Total assets acquired	87,074
Trade payables	(1,488)
Accrued expenses and other liabilities	(9,846)
Short-term deferred tax liabilities	(2,596)
Total liabilities assumed	(13,930)
Net assets acquired	$73,144

U.S. dollars in thousands (except share and per share data)

NOTE 1:- GENERAL (Cont.)

In performing the purchase price allocation, management considered, among other factors, analyses of historical financial performance, highest and best use of the acquired assets and estimates of future performance of Fortent's products. The fair value of intangible assets was based on market participant approach using an income approach.

Trade name, core technology and customer relationships in the amount of $ 33,560 are amortized at an annual weighted average rate of 19%.

IPR&D in the amount of $ 1,440 represents incomplete research and development projects that have not reached technological feasibility and have no alternative future use as of the date of the acquisition. Upon completion of development, the acquired IPR&D will be considered finite-lived assets and will be amortized accordingly.

5. Acquisition of Hexagon:

On August 31, 2009, the Company acquired all of the outstanding shares of Hexagon System Engineering Ltd. ("Hexagon"), for $ 7,767 in cash. The acquired business provides cellular location tracking technology which enables law enforcement, internal security and intelligence agencies to fight crime and terror more effectively.

The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of Hexagon. The results of the Hexagon operations have been included in the consolidated financial statements since August 31, 2009. The Company recorded technology and goodwill in the amounts of $ 5,391 and $ 3,379, respectively.

Under the terms of the acquisition agreement, additional contingent consideration of up to $ 2,500 in cash will be paid to the selling shareholders of Hexagon based on services rendered to the Company by the selling shareholders over two years. In accordance with ASC 805, the contingent consideration was recorded as prepaid expenses to be recognized over the employment period rather than as part of the purchase price.

1. Acquisition of Orsus:

On January 11, 2010, the Company completed the acquisition of certain assets of Orsus Solutions Ltd. ("Orsus"), for total consideration of $ 21,456 in cash. Orsus is a leading provider of security management software solutions. Orsus' situator is a situation management software platform that enables situation planning, response and analysis for security, safety and emergency markets. The integration of Orsus' solution with the Company's security offering enhances the Company's leadership position in the security market and enables the Company to provide a comprehensive preintegrated portfolio of security management solutions tailored to protect city centers, transportation systems, critical infrastructure, and enterprise campuses.

• F - 16 -

U.S. dollars in thousands (except share and per share data)

NOTE 1:- GENERAL (Cont.)

Under the purchase agreement, the Company assumed the unvested options of Orsus and converted them into NICE options and restricted stock units ("RSUs"), based on the agreed exchange ratio. Part of the options assumed will vest over 4 years, as follows: (i) 25% shall vest and become exercisable at the lapse of a 12 month period from the closing date, and (ii) the balance thereof shall vest on a quarterly basis during the 36 months period thereafter, such that 6.25% shall vest and become exercisable at the lapse of each quarter. The remaining options assumed will vest as follows: 50% of the options shall vest 12 months after the closing date and the remaining shall vest at the lapse of 6 months thereafter. In accordance with ASC 805-30-30-12 the Company measured the fair value of the assumed options and RSUs on the closing date and recorded compensation expenses over the requisite post-combination service period.

The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of Orsus. The results of the Orsus operations have been included in the consolidated financial statements since January 11, 2010. The Company recorded trademark of $ 10, core technology of $ 7,974, customer relationships of $ 6,347 and goodwill of $ 7,495.

7. Acquisition of Lamda:

On May 25, 2010, the Company completed the acquisition of Lamda Communication Networks Ltd. ("Lamda"), for total consideration of $ 6,927, comprised of $ 4,996 in cash and $ 1,931 representing the fair value of a potential earn out based on performance milestones amounting to a maximum additional payment of $ 3,000. The addition of Lamda's satellite communication interception technology enhances the Company's existing capabilities and complement the current offering of advanced applications such as monitoring, traffic analysis and voice analytics. The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of Lamda. The results of the Lamda operations have been included in the consolidated financial statements since May 25, 2010. The Company recorded technology and goodwill in the amounts of $ 5,092 and $ 2,330, respectively.

8. Acquisition of e-Glue:

On July 15, 2010, the Company completed the acquisition of all of the outstanding shares of e-Glue Software Technologies Inc. and its subsidiaries ("e-Glue"), a leading provider of Real-Time decisioning and agent guidance solutions for an aggregate consideration of $ 31,383. The total purchase price of e-Glue was composed of the following:

Cash	$25,810
Amount due from shareholders	(269)
Fair value of earn out *)	5,842
Total purchase price	$31,383

- F - 17 -

U.S. dollars in thousands (except share and per share data)

NOTE 1:- GENERAL (Cont.)

*) Represents fair value of potential earn out based performance milestones amounting to maximum of $ 6,000. Subsequent to the balance sheet date, the Company paid the earn out payment.

The acquisition of e-Glue expands the Company's position as the industry leader in the enterprise sector as it further increases the Company's core contact center business applications and back office offering. e-Glue's capabilities of process automation, real-time monitoring and guidance extends the Company's ability to address workforce efficiency, effectiveness, and compliance adherence in back office operation. The value of goodwill is attributed to synergies between the NICE SmartCenter portfolio and e-Glue's products and services.

The acquisition was accounted for by the acquisition method and accordingly, the purchase price has been allocated according to the estimated fair value of the assets acquired and liabilities assumed of e-Glue. The results of the e-Glue operations have been included in the consolidated financial statements since July 14, 2010.

Under the purchase agreement, the Company assumed the unvested options and RSUs of e-Glue and converted them into NICE options and RSUs at par value, based on the agreed exchange ratio. Under the term of the options and RSUs, 33% of the options and RSUs granted will become exercisable on each of the first, second and third anniversaries from the date of closing. In accordance with ASC 805-30-30-12 the Company measured the fair value of the assumed options and RSUs on the closing date and recorded compensation expenses over the requisite post-combination service period.

Under the terms of the acquisition agreement, additional contingent consideration of $ 1,000 in cash will be paid to e-Glue's employees based on services rendered to the Company. The funds will be released to the employees as follows: 25% shall vest and be released one year after closing and the remainder shall vest and be released on December 31, 2011. In accordance with ASC 805, the contingent consideration will be recognized over the employment period rather than as part of the purchase price.

• F - 18 -

U.S. dollars in thousands (except share and per share data)

NOTE 1:- GENERAL (Cont.)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed:

Cash	$304
Trade receivables	2,931
Other receivables and prepaid expenses	70
Current deferred tax assets	305
Property and equipment	306
Long-term deposits	48
Severance pay fund	127
Long-term deferred tax assets	876
Core technology	8,600
Non-compete agreement	100
Customer relationships	2,300
Goodwill	22,576
Total assets acquired	38,543
Trade payables	(839)
Accrued expenses and other liabilities	(4,383)
Deferred revenues	(1,108)
Current deferred tax liabilities	(514)
Long-term deferred tax liabilities	(59)
Accrued severance pay	(257)
Total liabilities assumed	(7,160)
Net assets acquired	$31,383

In performing the purchase price allocation, management considered, among other factors, analyses of historical financial performance, highest and best use of the acquired assets and estimates of future performance of e-Glue's products. The fair value of intangible assets was based on market participant approach using an income approach.

Core technology, non-compete agreement and customer relationships in the amount of $ 11,000 are amortized at an annual weighted average rate of 20%.

Revenues of e-Glue for the period since the acquisition date through December 31, 2010, which are included in the consolidated financial statements, amounted to $ 1,271.

• F - 19 -

NOTE 1:- GENERAL (Cont.)

1. Unaudited pro forma condensed results of operations:

The following represents the unaudited pro forma condensed results of operations for the years ended December 31, 2009 and 2010 assuming that the acquisitions of Orsus, Lamda and e-Glue occurred on January 1, 2009 and 2010. The pro forma information is not necessarily indicative of the results of operations that would have actually occurred had the acquisitions been consummated on those dates, nor does it purport to represent the results of operations for future periods.

	Year endedDecember31,2009Unaudited	Year endedDecember31,2010Unaudited
Revenues	$588,277 $	690,787
Net income	$28,590 $	34,925
Basic net earnings per share	$0.47 $	0.56
Diluted net earnings per share	$0.46 $	0.54

1. Acquisition costs for the years ended December 31, 2009 and 2010 amounted to $ 4,069 and $ 1,854, respectively, and were included in general and administrative expenses.

- F - 20 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements were prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP").

a. Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

b. Financial statements in United States dollars:

The currency of the primary economic environment in which the operations of NICE and certain subsidiaries are conducted is the U.S. dollar ("dollar"); thus, the dollar is the functional currency of NICE and certain subsidiaries.

NICE and certain subsidiaries' transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been remeasured to dollars in accordance with ASC 830, "Foreign Currency Matters". All transaction gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of income as financial income or expenses, as appropriate.

For those subsidiaries whose functional currency has been determined to be their local currency, assets and liabilities are translated at year-end exchange rates and statement of income items are translated at average exchange rates prevailing during the year. Such translation adjustments are recorded as a separate component of accumulated other comprehensive income (loss) in shareholders' equity.

c. Principles of consolidation:

Intercompany transactions and balances have been eliminated upon consolidation.

d. Cash equivalents:

Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible into cash, with original maturities of three months or less at acquisition.

e. Short-term bank deposits:

Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

f. Marketable securities:

The Company accounts for investments in debt securities in accordance with ASC 320, "Investments - Debt and Equity Securities". Management determines the appropriate classification of its investments in debt securities at the time of purchase and re-evaluates such determinations at each balance sheet date.

Marketable securities classified as "available-for-sale" are carried at fair value, based on quoted market prices. Unrealized gains and losses are reported in a separate component of shareholders' equity in accumulated other comprehensive income (loss). Gains and losses are recognized when realized, on a specific identification basis, in the Company's consolidated statements of income.

On April 1, 2009, the Company adopted the updated guidance as codified in ASC 320-10-65 that changed the impairment and presentation model for its available for sale debt securities. Under the updated impairment model, other-than-temporary impairment loss is recognized in earnings if the entity has the intent to sell the debt security, or if it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. However, if an entity does not expect to sell a debt security, it still needs to evaluate expected cash flows to be received and determine if a credit loss exists. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized currently in earnings. Amounts relating to factors other than credit losses are recorded in other comprehensive income (loss), net of taxes. The adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows.

g. Inventories:

Inventories are stated at the lower of cost or market value. The cost of raw materials is determined by the "standard cost" method, and the cost of finished goods on the basis of costs charged by third party manufacturer. The cost of work-in-progress related to long-term contracts includes materials, subcontractors and other direct costs.

Inventory write-downs are provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories, and discontinued products and for market prices lower than cost, if any. At the point of the loss recognition, a new lower cost basis for that inventory is established. In addition, the Company records a liability for firm non-cancelable and unconditional purchase commitments with contract manufacturers for quantities in excess of the Company's future demands forecast consistent with its valuation of excess and obsolete inventory. Inventory write-downs for 2008, 2009 and 2010 were $ 130, $ 1,586 and $ 1,203, respectively, and have been included in cost of revenues.

• F - 22 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

h. Property and equipment, net:

Property and equipment are stated at cost, net of accumulated depreciation.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:

	%
Computers and peripheral equipment	33
Office furniture and equipment	6 - 20

Leasehold improvements are amortized by the straight-line method over the term of the lease (including option terms) or the estimated useful life of the improvements, whichever is shorter.

i. Other intangible assets, net:

Intangible assets are amortized over their estimated useful lives using the straight-line method, at the following weighted average annual rates:

	%
Capitalized software development costs (see m below)	33
Core technology	18
Trademarks	22
Customer relationships and distribution network	14

In connection with business combinations consummated through December 31, 2008, amounts assigned to intangible assets to be used in a particular research and development project that have not reached technological feasibility and have no alternative future use were charged to In Process Research and Development write off at the acquisition date. Commencing January 1, 2009, acquired IPR&D is no longer being expensed on acquisition, but capitalized and assessed for impairment at least annually until the completion of development and afterwards is amortized over its useful life. No impairment loss was identified in 2010.

j. Impairment of long-lived assets:

The Company's long-lived assets and identifiable intangibles that are subject to amortization are reviewed for impairment in accordance with ASC 360, "Property, Plant, and Equipment", whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. In 2008, 2009 and 2010, no impairment indicators have been identified.

• F - 23 -

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

k. Goodwill:

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, goodwill is not amortized, but rather is subject to an annual impairment test.

ASC 350 requires goodwill to be tested for impairment at least annually or between annual tests in certain circumstances, and written down when impaired. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value. Until January 1, 2010, the Company operated in three geographical segments (Americas, EMEA and APAC) and an additional operating segment, Actimize, all of which comprised its reporting units. Commencing January 1, 2010, the Company operates in three operation-based segments: Enterprise Interaction Solutions sector ("EIS"), Public Safety and Security sector ("PS") and Risk and Financial Crime Solutions sector (previously Actimize), and these segments comprise its reporting units. As of January 1, 2010, the Company reassigned goodwill to the new reporting units in accordance with ASC 350-20-35-45, based on their relative fair values.

Fair value is determined using discounted cash flows. Significant estimates used in the fair value methodologies include estimates of future cash flows, future growth rates and the weighted average cost of capital of the reporting units. The Company performed annual impairment tests during the fourth quarter of 2008, 2009 and 2010 and did not identify any impairment losses.

l. Revenue recognition:

The Company generates revenues from sales of products, which include hardware and software, software licensing, professional services and maintenance. Professional services include mainly installation, project management, customization, consulting and training. The Company sells its products indirectly through a global network of distributors, system integrators and strategic partners, all of whom are considered end-users, and through its direct sales force.

Revenues from sales of product and software licensing are recognized when all criteria outlined in ASC 985-605, "Revenue Recognition", are met. Revenue from products and software licensing is recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, the fee is fixed or determinable and collectability is probable.

Revenues from maintenance and professional services are recognized ratably over the contractual period or as services are performed, respectively.

In transactions where a customer's contractual terms include a provision for customer acceptance, revenues are recognized either when such acceptance has been obtained or as the acceptance provision has lapsed.

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Revenues from multiple element arrangements are allocated to the different elements in the arrangement under the "residual method" when Vendor Specific Objective Evidence ("VSOE") of fair value exists for all undelivered elements and no VSOE exists for the delivered elements. Under the residual method, at the outset of the arrangement with the customer, the Company defers revenue for the fair value of its undelivered elements (maintenance and professional services) and recognizes revenue for the remainder of the arrangement fee attributable to the elements initially delivered in the arrangement (products and software licenses) when the basic criteria in ASC 985-605 have been met. Any discount in the arrangement is allocated to the delivered element.

The Company's policy for establishing VSOE of fair value of maintenance services is based on the price charged when the maintenance is renewed separately. Establishment of VSOE of fair value of installation, project management, consulting, customization and training services is based on the price charged when these elements are sold separately.

Revenues from fixed price contracts that require significant customization, integration and installation are recognized based on ASC 605-35, "Construction-Type and Production-Type Contracts", using the percentage-of-completion method of accounting based on the ratio of costs related to contract performance incurred to date to the total estimated amount of such costs. The amount of revenue recognized is based on the total fees under the product agreement and the percentage of completion achieved. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined, in the amount of the estimated loss on the entire contact. The revenues from such arrangements are allocated between product revenues and professional services revenues to reflect the portion of each revenue source separately. Revenues allocated to services are based on the VSOE of fair value of the services in the arrangement and revenues allocated to product are the residual amount.

The Company maintains a provision for product returns in accordance with ASC 605, "Revenue Recognition". The provision is estimated based on the Company's past experience and is deducted from revenues. As of December 31, 2009 and 2010, the provision for product returns amounted to $ 2,610 and $ 2,810, respectively.

Deferred revenues include advances and payments received from customers, for which revenue has not yet been recognized.

- F - 25 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

m. Research and development costs:

Research and development costs (net of grants) incurred in the process of software production before establishment of technological feasibility are charged to expenses as incurred. Costs of the production of a product master incurred subsequent to the establishment of technological feasibility are capitalized according to the principles set forth in ASC 985-20, "Software - Costs of Software to be Sold, Leased, or Marketed". Based on the Company's product development process, technological feasibility is established upon completion of a detailed program design.

Costs incurred by the Company between completion of the detailed program design and the point at which the product is ready for general release, have been capitalized.

Capitalized software development costs are amortized commencing with general product release by the straight-line method over the estimated useful life of the software product.

n. Income taxes:

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". This topic prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.

The Company implements a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement.

The Company classifies interest as financial expenses and penalties as general and administrative expenses.

o. Government grants:

Non-royalty bearing grants from the Government of Israel for funding research and development projects are recognized at the time the Company is entitled to such grants on the basis of the related costs incurred and recorded as a deduction from research and development costs.

• F - 26 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

p. Concentrations of credit risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term bank deposits, trade receivables, marketable securities and foreign currency derivative contracts.

The Company's cash and cash equivalents and short-term bank deposits are invested in deposits mainly in dollars with major international banks. Deposits in the U.S. may be in excess of insured limits and are not insured in other jurisdictions. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk.

The Company's trade receivables are derived from sales to customers located primarily in North America, EMEA and APAC. The Company performs ongoing credit evaluations of its customers and obtains letter of credit and bank guarantees for certain receivables. Additionally, the Company insures certain of its receivables with a credit insurance company. A general allowance for doubtful accounts is provided, based on the length of time the receivables are past due.

The Company's marketable securities include investment in corporate debentures, U.S. Treasuries, U.S. government agency debentures and Israeli Treasury Bills. The Company's investment policy limits the amount that the Company may invest in any one type of investment or issuer, thereby reducing credit risk concentrations.

The Company entered into forward contracts, and option strategies intended to protect against the increase in value of forecasted non-dollar currency cash flows. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. The Company also entered into a SWAP contract intended to protect against the changes in the fair value of a recognized asset (Israeli Treasury Bills). See Note 2(w) below and Note 11.

q. Severance pay:

The Company's liability for severance pay for its Israeli employees is calculated pursuant to Israel's Severance Pay Law based on the most recent monthly salary of the employees multiplied by the number of years of employment as of the balance sheet date. Employees are entitled to one month's salary for each year of employment, or a portion thereof. The Company's liability is fully provided by monthly deposits with insurance policies and severance pay funds and by an accrual.

The deposited funds include profits (losses) accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israel's Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash surrendered value of these policies.

- F - 27 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Company's agreements with employees in Israel, joining the Company since May 1, 2009, are in accordance with Section 14 of the Severance Pay Law, 1963, whereas, the Company's contributions for severance pay shall be instead of its severance liability. Upon contribution of the full amount of the employee's monthly salary, and release of the policy to the employee, no additional calculations shall be conducted between the parties regarding the matter of severance pay and no additional payments shall be made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as they are legally released from obligation to employees once the deposit amounts have been paid.

Severance pay expense for 2008, 2009 and 2010 amounted to $ 7,822, $ 7,709 and $ 8,978, respectively.

The Company has a 401(K) defined contribution plan covering certain employees in the U.S. All eligible employees may elect to contribute up to 6% of their eligible compensation, but generally not greater than $ 16.5 per year, (for certain employees over 50 years of age the maximum contribution is $ 22 per year) of their annual compensation to the plan through salary deferrals, subject to IRS limits. The Company matches 50% of employee contributions to the plan up to a limit of 6% of their eligible compensation. In the years 2008, 2009, and 2010, the Company recorded an expense for matching contributions in the amount of $ 2,154, $ 2,330 and $ 2,723, respectively.

r. Basic and diluted net earnings per share:

Basic net earnings per share are computed based on the weighted average number of Ordinary shares outstanding during each year. Diluted net earnings per share are computed based on the weighted average number of Ordinary shares outstanding during each year plus dilutive potential equivalent Ordinary shares considered outstanding during the year, in accordance with ASC 260, "Earnings Per Share".

The weighted average number of shares related to outstanding anti-dilutive options and restricted shares excluded from the calculations of diluted net earnings per share was 3,133,816, 3,867,517 and 2,086,379 for the years 2008, 2009 and 2010, respectively.

- F - 28 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

s. Accounting for stock-based compensation:

The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation", which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees and directors. ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated income statements.

The Company recognizes compensation expenses for the value of its awards, which have graded vesting, based on the accelerated attribution method over the requisite service period of each of the awards, net of estimated forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures.

The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing model and values restricted stock based on the market value of the underlying shares at the date of grant. The Black-Scholes-Merton model requires a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements. The expected term of options granted is based upon historical experience and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the yield from U.S. Federal Reserve zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends.

t. Fair value of financial instruments:

The Company applies ASC 820, "Fair Value Measurements and Disclosures". Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

• F - 29 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The hierarchy is broken down into three levels based on the inputs as follows:

• · Level 1 Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
• · Level 2 Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
• · Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment and the investments are categorized as Level 3.

The Company's marketable securities trade in markets that are not considered to be active, but are valued based on quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency and accordingly are categorized as Level 2.

Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The following tables present assets and liabilities measured at fair value on a recurring basis at December 31, 2009 and 2010:

	Level 2			Total
				$208,569
-	40,959		-	40,959
-	43,923		-	43,923
$-	293,451	$	-	$293,451
$-	187	$	-	$187
$-			-	$(255)
$	Level 1-	$208,569$$$	2009$(255) $	Fair value measurements using input typeLevel 3-

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

			2010
		Fair value measurements using input type
	Level 1	Level 2		Level 3	Total
Marketable securities:
Corporate debentures	$-$	349,329	$	-	$349,329
U.S. Treasuries	-	18,948		-	18,948
U.S. Government agency debentures	-	32,985		-	32,985
Israeli Treasury Bills	-	152,412		-	152,412
Total marketable securities	$-$	553,674	$	-	$553,674
Derivative assets	$-$	2,423	$	-	$2,423
Derivative liabilities	$-$	(8,775) $		-	$(8,775)

The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, short-term bank deposits, trade receivables and trade payables approximate their fair value due to the short-term maturities of such instruments.

u. Legal contingencies:

The Company is currently involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss.

v. Advertising expenses:

Advertising expenses are charged to expense as incurred. Advertising expenses for the years 2008, 2009 and 2010 were $ 8,047, $ 5,883 and $ 6,969, respectively.

w. Derivatives and hedging activities:

The Company carries out transactions involving foreign currency exchange derivative financial instruments. The transactions are designed to hedge the Company's exposure in currencies other than the dollar. The Company recognizes derivative instruments as either assets or liabilities and measures those instruments at fair value. If a derivative meets the definition of a cash flow hedge and is so designated, changes in the fair value of the derivative are recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of a derivative qualified and designated as a hedge is recognized in earnings. If a derivative does not meet the definition of a hedge, the changes in the fair value are included in earnings. If a derivative meets the definition of a fair value hedge and is so designated, the change in the fair value of the derivative is recognized in profit or loss. The change in the fair value of the hedged item is also recognized in profit or loss.

• F - 31 -

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

x. Adoption of New Accounting Standards:

In January 2010, the FASB issued ASU 2010-06, updating the "Fair Value Measurements Disclosures" codified in ASC 820. This update requires (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and require disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. As applicable to the Company, this update became effective in these annual financial statements. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

In February 2010, the FASB issued amendments to certain recognition and disclosure requirements of Subsequent Events codified in ASC 855, "Subsequent Events". This update removes the requirement to disclose the date through which subsequent events were evaluated in both originally issued and reissued financial statements for "SEC Filers." The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

• F - 32 -

U.S. dollars in thousands (except share and per share data)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

y. Impact of Recently Issued Accounting Standards

In October 2009, the FASB issued an update to ASC 605-25, "Revenue Recognition - Multiple-Element Arrangements", that provides amendments to the criteria for separating consideration in multiple-deliverable arrangements to: (i) provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated; (ii) require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have VSOE of selling price or third-party evidence of selling price; (iii) eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method; and (iv) require expanded disclosures of qualitative and quantitative information regarding application of the multiple-deliverable revenue arrangement guidance. The update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or retrospectively, for all periods presented. Adoption is mandatory beginning January 1, 2011. The Company does not expect the adoption of this update to have a material effect on the Company's consolidated financial statements.

In October 2009, the FASB issued an update to ASC 985-605, "Software-Revenue Recognition". In accordance with the update to the ASC, tangible products containing software components and non-software components that function together to deliver the tangible product's essential functionality are excluded from the scope of the software revenue recognition guidance. In addition, hardware components of a tangible product containing software component are always excluded from the software revenue guidance. The update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or retrospectively, for all periods presented.

The Company does not expect the adoption of this update to have a material effect on the Company's consolidated financial statements.

In December 2010, the EITF issued ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations codified in ASC 805, "Business Combinations". This ASU responds to diversity in practice about the interpretation of the pro forma disclosure requirements for business combinations. When a public entity's business combinations are material on an individual or aggregate basis, the notes to its financial statements must provide pro forma revenue and earnings of the combined entity as if the acquisition date(s) had occurred as of the beginning of the annual reporting period. The ASU clarifies that if comparative financial statements are presented, the pro forma disclosures for both periods presented (the year in which the acquisition occurred and the prior year) should be reported as if the acquisition had occurred as of the beginning of the comparable prior annual reporting period only and not as if it had occurred at the beginning of the current annual reporting period. The ASU also expands the supplemental pro forma disclosure requirements to include a description of the nature and amount of any material non-recurring adjustments that are directly attributable to the business combination. The guidance in the ASU is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15 2010, and should be applied prospectively. The Company believes that the adoption could have an impact on its pro forma information in future periods; however, the impact would depend on the nature, terms and magnitude of acquisitions it consummates in the future.

• F - 33 -

U.S. dollars in thousands (except share and per share data)

NOTE 3:- MARKETABLE SECURITIES

The following table summarizes amortized costs, gross unrealized gains and losses and estimated fair values of available-for-sale marketable securities as of December 31, 2009 and 2010:

	Amortized cost		Gross unrealized	gains		Gross unrealized	losses		Estimated fair value
	December 31,		December 31,			December 31,			December 31,
	2009	2010	2009		2010	2009		2010	2009	2010
Corporate debentures	$205,297 $	347,116	$3,382	$	3,402	$110	$	1,189	$208,569	$349,329
U.S. Treasuries	40,118	18,075	901		873	60		-	40,959	18,948
U.S. Government agency
debentures	44,042	32,996	39		40	158		51	43,923	32,985
Israeli Treasury Bills	-	152,451	-		5	-		44	-	152,412
	$289,457 $	550,638	$4,322	$	4,320	$328	$	1,284	$293,451	$553,674

The scheduled maturities of available-for-sale marketable securities as of December 31, 2010 were as follows:

	Amortizedcost	Estimatedfair value
Due within one year	$241,597	$242,593
Due after one year through five years	309,041	311,081
	$550,638	$553,674

- F - 34 -

U.S. dollars in thousands (except share and per share data)

NOTE 4:- OTHER RECEIVABLES AND PREPAID EXPENSES

	December 31,
	2009	2010
Government authorities	$6,340	$9,446
Interest receivable	2,185	5,114
Prepaid expenses	11,813	10,962
Other	3,549	6,402
	$23,887	$31,924

NOTE 5:- INVENTORIES

	December 31,
	2009	2010
Raw materials	$2,354	$2,509
Work-in-progress	2,244	1,324
Finished goods	9,847	7,028
	$14,445	$10,861

NOTE 6:- OTHER LONG-TERM ASSETS

	December 31,
	2009	2010
Investment in affiliates	$236	$236
Severance pay fund	20,398	22,986
Other receivables and prepaid expenses	3,092	2,227
Deferred tax assets	5,588	5,669
	$29,314	$31,118

- F - 35 -

U.S. dollars in thousands (except share and per share data)

NOTE 7:- PROPERTY AND EQUIPMENT, NET

		December 31,
	2009	2010
Cost:
Computers and peripheral equipment	$65,550	$73,714
Office furniture and equipment	14,422	14,596
Leasehold improvements	10,984	11,950
	90,956	100,260
Accumulated depreciation:
Computers and peripheral equipment	52,291	60,046
Office furniture and equipment	10,806	11,397
Leasehold improvements	5,807	6,803
	68,904	78,246
Depreciated cost	$22,052	$22,014

Depreciation expense totaled $ 10,260, $ 11,570 and $ 11,757 for the years 2008, 2009 and 2010, respectively.

NOTE 8:- OTHER INTANGIBLE ASSETS, NET

a. Definite-lived other intangible assets:

		December 31,
	2009	2010
Original amounts:
Capitalized software development costs	$	10,242$10,691
Core technology		124,748147,083
Trademarks		8,8768,927
Customer relationships and distribution network		125,320133,180
		269,186299,881
Accumulated amortization:
Capitalized software development costs		7,5257,903
Core technology		59,13184,697
Trademarks		6,2077,766
Customer relationships and distribution network		41,09259,253
		113,955159,619
Other intangible assets, net	$	155,231$140,262

• F - 36 -

U.S. dollars in thousands (except share and per share data)

NOTE 8:- OTHER INTANGIBLE ASSETS, NET (Cont.)

• b. Amortization expense amounted to $ 32,480, $ 35,647 and $ 45,353 for the years 2008, 2009 and 2010, respectively.
• c. Estimated amortization expense (excluding amortization of capitalized software development costs):

For the year ended December 31,

2011	$41,372
2012	37,292
2013	28,436
2014	15,099
2015	9,210
2016 and thereafter	6,065
	$137,474

d. Indefinite-lived intangible assets consist of IPR&D in the amounts of $ 1,433 and $ 1,370 as of December 31, 2009 and 2010, respectively.

NOTE 9:- GOODWILL

The changes in the carrying amount of goodwill allocated to reportable segments for the years ended December 31, 2009 and 2010 are as follows:

			Year ended December 31, 2009
	Americas	EMEA	APAC	Actimize	Total
As of December 31, 2008	$173,313	$50,667	$1,981	$219,543	$445,504
Acquisitions	-	3,379	-	41,970	45,349
Functional currency translation adjustments	305	2,805	616	(81)	3,645
As of December 31, 2009	$173,618	$56,851	$2,597	$261,432	$494,498

• F - 37 -

U.S. dollars in thousands (except share and per share data)

NOTE 9:- GOODWILL (Cont.)

				Year ended December 31, 2010
	EnterpriseInteractionSolutions	and Security	Public Safety	Risk andFinancialCrimeSolutions	Total
As of January 1, 2010	$191,027	$	42,039	$261,432	$494,498
Acquisitions	22,576		9,825	-	32,401
Functional currency translation adjustments	674		41	-	715
As of December 31, 2010	$214,277	$	51,905	$261,432	$527,614

NOTE 10:- ACCRUED EXPENSES AND OTHER LIABILITIES

	December 31,
	2009	2010
Employees and payroll accruals	$45,251	$43,925
Accrued expenses	53,377	74,455
Deferred revenues and advances from customers	121,515	140,388
Government authorities	35,607	43,623
Other	5,769	4,640
	$261,519	$307,031

NOTE 11:- DERIVATIVE INSTRUMENTS

The Company's risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates.

ASC 815, "Derivatives and Hedging", requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.

- F - 38 -

U.S. dollars in thousands (except share and per share data)

NOTE 11:- DERIVATIVE INSTRUMENTS (Cont.)

The Company entered into derivative instrument arrangements to hedge a portion of anticipated New Israeli Shekel ("NIS") payroll payments and to hedge forecasted Euro payments received from construction-type contract net of Euro payments to sub-contractors. These derivative instruments are designated as cash flows hedges, as defined by ASC 815. The transactions to hedge salary payments and net receivables from construction-type contract are made on denominated amounts that are no greater than forecasted cash flows for salaries and benefits and forecasted net receivables from construction-type contracts according to the Company's budget and on the dates that the cash flows are expected to be paid or received. These transactions are effective and as a result, are recorded as payroll expenses or as revenues and cost of revenues, respectively, at the time that the hedged income/ expense is recorded. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the line item associated with the hedged transaction in the period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in financial income (expense) in the period of change.

The Company also entered into SWAP contracts, to hedge Israeli Treasury Bills denominated in NIS against changes in USD/NIS exchange rate fluctuations. These derivative instruments are designated as fair value hedges, as defined by ASC 815. Changes in fair value of these derivatives are reported in financial income (expense) in the period of change. The portion of the change in fair value of the hedged Israeli Treasury Bills which is attributable to the changes in the foreign exchange rate is reflected directly in earnings and recorded as financial income (expense).

	Notional amount			Fair value
	December 31,		December 31,
	2009	2010	2009		2010
Option contracts to hedge payroll expenses	$28,200	$58,000	$187	$	2,423
Forward contracts to hedge payroll expenses	16,100	-	(77)		-
Forward contracts to hedge construction-type contracts	11,668	-	(178)		-
SWAP contracts to hedge Israeli Treasury Bills exposure	-	150,872	-		(8,775)
	$55,968	$208,872	$(68) $		(6,352)

- F - 39 -

U.S. dollars in thousands (except share and per share data)

NOTE 11:- DERIVATIVE INSTRUMENTS (Cont.)

The Company currently hedges its exposure to the variability in future cash flows for a maximum period of one year. At December 31, 2010, the Company expects to reclassify all of the net gains on derivative instruments in the amount of $ 2,208 from accumulated other comprehensive income to earnings during the next twelve months.

The fair value of the Company's outstanding derivative instruments at December 31, 2009 and 2010 is summarized below:

			Fair value of derivative instruments
		December 31,
	Balance sheet location	2009	2010
Derivative assets:
Foreign exchange option contracts		$262	$2,425
Foreign exchange forward contracts		217	-
		$479	$2,425
Derivative liabilities:
Foreign exchange option contracts		$(75) $	(2)
Foreign exchange forward contracts		(472)	(8,775)
		$(547) $	(8,777)
	Other receivables and prepaid
Derivative assets	expenses	$187	$2,423
	Accrued expenses and other
Derivative liabilities	liabilities	$(255) $	(8,775)

The effect of derivative instruments in cash flow hedging relationship on income and other comprehensive income for the years ended December 31, 2008, 2009 and 2010 is summarized below:

		2009	2010
$114	$		(3,193)
(968)		2,888	(778)
$		1,717	$(3,971)
	2008	(854) $	Amount of gain (loss) recognized in OCI onderivative (effective portion)Year ended December 31,(1,171) $

- F - 40 -

U.S. dollars in thousands (except share and per share data)

NOTE 11:- DERIVATIVE INSTRUMENTS (Cont.)

			Amount of gain (loss) reclassified from OCI intoincome (expenses) (effective portion)
Derivative in cash flow hedging relationship:	Statements of income line item	2008	Year ended December 31,2009	2010
Foreign exchange option contracts	Cost of revenues and operating expenses	$246	$670	$1,127
Foreign exchange forward contracts	Cost of revenues and operating expenses	2,047	(2,665)	(51)
		$2,293	$(1,995) $	1,076

The ineffective portion of the gain (loss) resulting from the change in fair value of a cash flow hedge for the years ended December 31, 2008, 2009 and 2010 amounted to $ 0, $ (30) and $ 38, respectively.

NOTE 12:- COMMITMENTS AND CONTINGENT LIABILITIES

a. Lease commitments:

The Company leases office space, office equipment and various motor vehicles under operating leases.

1. The Company's office space and office equipment are rented under several operating leases.

Future minimum lease commitments under non-cancelable operating leases for the years ended December 31, were as follows:

2011	$13,878
2012	11,954
2013	10,582
2014	10,200
2015	9,978
2016 and thereafter	59,076
	$115,668

Rent expenses for the years 2008, 2009 and 2010 were approximately $ 13,286, $ 14,808 and $ 16,202, respectively.

1. The Company leases its motor vehicles under cancelable operating lease agreements.

The minimum payment under these operating leases, upon cancellation of these lease agreements was $ 2,189 as of December 31, 2010.

Lease expenses for motor vehicles for the years 2008, 2009 and 2010 were $ 5,387, $ 5,249 and $ 5,507, respectively.

• F - 41 -

U.S. dollars in thousands (except share and per share data)

NOTE 12:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

b. Other commitments:

The Company is obligated under certain agreements with its suppliers to purchase goods and under an agreement with its manufacturing subcontractor to purchase projected inventory and excess inventory. Non cancelable obligations, net of provisions, as of December 31, 2010, were $ 2,643. These obligations will be fulfilled during 2011.

The Company is obligated to purchase services from one of its subcontractors relating to the installation and maintenance of its equipments at certain installation bases. Non cancelable obligations as of December 31, 2010, were $224.

• c. Legal proceedings:
• 1. In December 2006, Calyon Corporate and Investment Bank ("Calyon") filed a suit against the Company in the District Court of Tel Aviv, demanding repayment of $ 648 plus accrued interest, for a total amount of $ 740. The Company deducted this amount in January 2004 from a payment transferred in connection with the acquisition of Thales Contact Solutions ("TCS"). The Company had notified TCS in 2004 that it had set off such amount with respect to an overdue payment by TCS to the Company. The dispute was submitted to mediation, however the mediation process failed and the proceedings were returned to the District Court of Tel Aviv. The Court ordered the parties to file their respective affidavits. The trial date has been set for September 11, 2011. The Company is currently unable to evaluate the probability of a favorable or unfavorable outcome.
• 1. On March 9, 2007, Formatest AG filed a claim against NICE Switzerland AG, a wholly owned subsidiary of the Company, in the Cantonal Court of Zug, Switzerland. The claim was in the amount of approximately $ 1,600 (€1,187,793), plus interest at 5% per annum, and was made in connection with an agreement dated December 10, 2004 between FAST Video Security AG (now NICE Switzerland AG) and Formatest AG. On June 19, 2007, the Company and Formatest AG entered into an agreement settling all claims.

On December 18, 2007, the selling shareholders of FAST Video Security AG (the "Sellers") issued a Notice of Arbitration in the Zurich Chamber of Commerce. Prior to the commencement of the arbitration proceedings, the Company released to the Sellers a partial payment of $ 1,400 out of the escrow funds and paid to the Sellers the amount of approximately $ 1,229.

On June 23, 2008, the Sellers filed their statement of claim, asking for payments of $ 1,600 (representing the balance of the escrow funds) plus additional amounts for interest, losses on the exchange rate and legal costs and expenses.

On April 30, 2009, the Company and the Sellers entered into a settlement agreement. Pursuant to the joint application of the Company and the Sellers, the arbitration proceedings were closed by a termination order dated June 8, 2009.

• F - 42 -

U.S. dollars in thousands (except share and per share data)

NOTE 12:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

1. On August 1, 2008, the Company entered into an agreement with Verint Systems Inc. to settle and dismiss all patent disputes between the parties (which had been commenced with Witness Systems, Inc. prior to its acquisition by Verint). The following is a list of the litigations that were formally terminated by the applicable court following the execution of the settlement agreement:

Patent infringement lawsuit filed on July 20, 2004, by S.T.S. Software Systems Ltd. ("STS") in the U.S. District Court for the Southern District of New York charging Witness Systems, Inc. ("Witness") with infringement of VoIP patents in the U.S. The Court dismissed the claim and determined that Witness does not infringe the Company's patents.

Patent infringement action filed on August 30, 2004, by Witness in the Federal Court for the Northern District of Georgia against NICE Systems, Inc. An additional patent infringement action was filed by Witness in January 19, 2006, in the Federal Court for the Northern District of Georgia against the Company and NICE Systems, Inc.

Patent infringement lawsuit filed on May 10, 2006, NICE and NICE Systems, Inc. against Witness in the United States District Court for District of Delaware. This lawsuit went to trial before a jury on January 14, 2008. The jury deadlocked and on January 25, 2008 and a mistrial was declared. The Company filed a motion for a new trial date for the case.

• 1. On September 16, 2009, Fair Isaac Corporation ("FICO") filed a claim in the United States District Court for the District of Delaware against Actimize Inc. and the Company, claiming that Actimize and the Company are infringing two U.S. patents. These patents cover various aspects of fraud detection. FICO requested damages and an injunction. On December 17, 2009, the parties agreed to dismiss the Company from the action. On December 21, 2009, Actimize filed a response and counterclaims. On January 25, 2010, Actimize filed an amended response and counterclaims. On January 25, 2011, FICO filed a first amended complaint, adding new allegations of infringement of two additional U.S. patents and allegations of willful infringement. The parties are currently engaged in fact discovery. A ten-day jury trial is scheduled for January 28, 2013. The Company is currently unable to evaluate the probability of a favorable or unfavorable outcome.
• 1. On March 10, 2010, Nuvation Research Corporation ("Nuvation") filed a lawsuit against the Company with the Supreme Court of the State of New York. The lawsuit alleges, among others, that the Company breached a contract for design and development with Nuvation and defrauded Nuvation. Nuvation is claiming damages in a total amount of $ 8,000. On May 3, 2010, the Company filed an Answer and Counterclaim against Nuvation, denying the allegations and further claiming that the Company had the right to terminate its contract with Nuvation, and that as a consequence of the termination, the Company sustained damages in the amount of $ 5,000. The parties have exchanged discovery requests. The Company is currently unable to evaluate the probability of a favorable or unfavorable outcome.

• F - 43 -

U.S. dollars in thousands (except share and per share data)

NOTE 12:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)

• 1. On July 15, 2010, Tal-Yam Engineering Projects Management and Initiation ("Tal-Yam") filed a suit against the Company in the Tel Aviv Magistrate's Court. The suit alleges a breach of contract due to failure to pay for services rendered to the Company. Tal-Yam is seeking damages in the amount of approximately NIS 1.0 million and disclosure of certain invoices and related documentation. The Company submitted its statement of defense on October 24, 2010. The parties have agreed to participate in mediation pursuant to procedures under Israeli Law. The court ordered the conclusion of the preliminary proceedings between the parties by April 28, 2011. The Company is currently unable to evaluate the probability of a favorable or unfavorable outcome.
• 1. Labor disputes:

On October 15, 2007, a former employee of Actimize Ltd., a wholly owned subsidiary of the Company, filed a claim with the Tel Aviv District Labor Court, seeking a declaration, that he is entitled to 0.5% of the outstanding share capital of Actimize Ltd. The preliminary stages of the claim ended and the parties submitted their testimonies by way of written affidavits. The hearing and cross-examination of the testimonies took place on June 16 and June 23, 2010. The parties filed their summations and are now awaiting judgment. The Company is of the opinion that the chances of the claim to succeed are low.

On August 20, 2010, a former employee of IEX Corp., a wholly owned subsidiary of the Company filed a complaint with the District Court of the Northern District of Illinois, alleging that the Company and IEX Corp. engaged in prohibited discrimination in terminating his employment. The discovery phase of the litigation is taking place and no trial date has been set. The Company is currently unable to evaluate the probability of a favorable or unfavorable outcome.

1. The Company is involved in various other legal proceedings arising in the normal course of its business. Based upon the advice of counsel, the Company does not believe that the ultimate resolution of these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

NOTE 13:- TAXES ON INCOME

• a. Israeli taxation:
• 1. Corporate tax rates in Israel:

Taxable income of Israeli companies is subject to tax at the rate of 27% in 2008, 26% in 2009, 25% in 2010, 24% in 2011, 23% in 2012, 22% in 2013, 21% in 2014, 20% in 2015 and 18% in 2016 and thereafter.

1. Tax benefits under the Israel Law for the Encouragement of Capital Investments, 1959 ("the Law"):

Various industrial projects of NICE and its Israeli subsidiary have been granted "Approved Enterprise" and "Privileged Enterprise" status, which provides certain benefits, including tax exemptions and reduced tax rates. Income not eligible for Approved Enterprise and Privileged Enterprise benefits is taxed at a regular rate.

In the event of distribution of dividends from the said tax-exempt income, the amount distributed will be subject to corporate tax at the rate ordinarily applicable to the Approved Enterprise's income. The tax-exempt income attributable to the "Approved Enterprise" programs mentioned above can be distributed to shareholders without subjecting the Company to taxes only upon the complete liquidation of NICE or its Israeli subsidiary. Tax-exempt income generated under the Company's Privileged Enterprise program will be subject to taxes upon dividend distribution (which includes the repurchase of the Company's shares) or complete liquidation.

The entitlement to the above benefits is conditional upon the Company's fulfilling the conditions stipulated by the Law and regulations published thereunder. Should the Company fail to meet such requirements in the future, income attributable to its Approved Enterprise and Privileged Enterprise programs could be subject to the statutory Israeli corporate tax rate and the Company could be required to refund a portion of the tax benefits already received, with respect to such programs. As of December 31, 2010, management believes that the Company is in compliance with all the conditions required by the Law.

The Company does not intend to distribute any amounts of its undistributed tax exempt income as dividends as it intends to reinvest its tax-exempt income within the Company. Accordingly, no deferred income taxes have been provided on income attributable to the Company's Approved or Privileged Enterprise programs as the undistributed tax exempt income is essentially permanent in duration.

As of December 31, 2010, approximately $ 246,000 is tax-exempt attributable to its various Approved and Privileged Enterprise programs. If such tax exempt income is distributed (other than in respect of the Approved Enterprise programs upon the complete liquidation of the Company), it would be taxed at the reduced corporate tax rate applicable to such profits (between 10%-25%) and an income tax liability of approximately $ 41,600 would be incurred as of December 31, 2010.

• F - 45 -

U.S. dollars in thousands (except share and per share data)

NOTE 13:- TAXES ON INCOME (Cont.)

In December 2010, the Law for Economic Policy for 2011 and 2012 (Amended Legislation) was passed, and among other things, amended the Law, ("the Amendment") effective January 1, 2011. According to the Amendment, the benefit tracks in the Investment Law were modified and a flat tax rate applies to the Company's entire preferred income. The Company will be able to opt to apply (the waiver is non-recourse) the Amendment and from then on it will be subject to the amended tax rates as follows: 2011 and 2012 - 15%, 2013 and 2014 - 12.5% and in 2015 and thereafter - 12%.

The Company is examining the possible effect of the Amendment on its results, and at this time believes that the earliest date for adoption of the Amendment will be January 1, 2012.

1. Tax benefits under the Israeli Law for the Encouragement of Industry (Taxation), 1969:

NICE is an "Industrial Company" as defined by the above law and, as such, is entitled to certain tax benefits including accelerated depreciation, deduction of public offering expenses in three equal annual installments and amortization of other intangible property rights for tax purposes.

b. Income taxes on non-Israeli subsidiaries:

Non-Israeli subsidiaries are taxed according to the tax laws in their respective country of residence. Neither Israeli income taxes, foreign withholding taxes nor deferred income taxes were provided in relation to undistributed earnings of the Company's foreign subsidiaries. This is because the Company intends to permanently reinvest undistributed earnings in the foreign subsidiaries in which those earnings arose. If these earnings were distributed to Israel in the form of dividends or otherwise, the Company would be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.

c. Net operating loss carryforward:

As of December 31, 2010, certain subsidiaries had tax loss carry-forwards totaling approximately $ 134,500 which can be carried forward and offset against taxable income with expiration dates ranging from 2010 and onwards. Approximately $ 85,400 of these carry-forward tax losses have no expiration date. The balance expires between 2011 and 2029.

Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses increasing taxes before utilization.

• F - 46 -

U.S. dollars in thousands (except share and per share data)

NOTE 13:- TAXES ON INCOME (Cont.)

d. Deferred tax assets and liabilities:

Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts recorded for tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

	December 31,
	2009	2010
Deferred tax assets:
Net operating losses carryforward	$30,387	$32,294
Acquired intangibles	3,749	2,277
Share based payments	6,977	7,423
Other	8,677	6,995
Deferred tax assets before valuation allowance	49,790	48,989
Valuation allowance	(18,316)	(21,365)
Deferred tax assets	31,474	27,624
Deferred tax liabilities:
Acquired intangibles	(43,990)	(35,281)
Deferred tax liabilities, net	$(12,516) $	(7,657)
	December 31,
	2009	2010
Current deferred tax assets	$8,181	$6,798
Long-term deferred tax assets	5,588	5,669
Current deferred tax liabilities	(386)	(419)
Long-term deferred tax liabilities	(25,899)	(19,705)
Deferred tax liabilities, net	$(12,516) $	(7,657)

Long-term deferred tax assets are included within other long-term assets in the balance sheets. Current deferred tax liabilities are included within accrued expenses and other liabilities in the balance sheets.

The Company has provided valuation allowances in respect of certain deferred tax assets resulting from tax loss carry forwards and other reserves and allowances due to uncertainty concerning realization of these deferred tax assets.

- F - 47 -

U.S. dollars in thousands (except share and per share data)

NOTE 13:- TAXES ON INCOME (Cont.)

e. A reconciliation of the Company's effective tax rate to the statutory tax rate in Israel is as follows:

		Year ended December 31,
	2008	2009	2010
Income before taxes on income, as reported in the consolidated statements of income	$48,587	$45,796	$58,033
Statutory tax rate in Israel	27%	26%	25%
Approved and Privileged Enterprise benefits *)	(11.9)%	(10.1)%	(9.8)%
Changes in valuation allowance	6.2%	0.1)%	(2.5)%
Earnings taxed under foreign law	1.4%	(4.5)%	0.3%
Other	(3.2)%	(4.9)%	3.1%
Effective tax rate	19.5%	6.6%	16.1%
*) Net earnings per Ordinary share - amounts of the benefitresulting from the "Approved and Privileged Enterprise" status
Basic	$0.10	$0.08	$0.09
Diluted	$0.09	$0.07	$0.09

f. Income before taxes on income is comprised as follows:

		Year ended December 31,
	2008	2009	2010
Domestic	$36,000	$37,976	$38,404
Foreign	12,587	7,820	19,629
	$48,587	$45,796	$58,033

• F - 48 -

U.S. dollars in thousands (except share and per share data)

NOTE 13:- TAXES ON INCOME (Cont.)

g. Taxes on income are comprised as follows:

		Year ended December 31,
	2008	2009	2010
Current	$14,290	$9,055	$14,239
Deferred	(4,810)	(6,015)	(4,913)
	$9,480	$3,040	$9,326
Domestic	$4,646	$4,255	$4,180
Foreign	4,834	(1,215)	5,146
	$9,480	$3,040	$9,326

h. Uncertain tax positions:

A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows:

	December 31,
	2009	2010
Uncertain tax positions, beginning of year	$25,456	$31,896
Uncertain tax positions acquired during the year	-	294
Increases in tax positions for prior years	2,159	-
Decreases in tax positions for prior years	(239)	(305)
Increases in tax positions for current year	8,140	8,716
Settlements	(3,620)	(4,572)
Uncertain tax positions, end of year	$31,896	$36,029

Unrecognized tax benefits included $ 35,873 of tax benefits, which if recognized, would reduce the Company's annual effective tax rate. The Company has further accrued $ 1,291 of accrued interest related to uncertain tax positions as of December 31, 2010.

As of December 31, 2010, the Company is subject to Israeli income tax audits for the tax years 2006 through 2010, to U.S. federal income tax audits for the tax years of 2003 through 2010 and to other income tax audits for the tax years of 2006 through 2010.

• F - 49 -

U.S. dollars in thousands (except share and per share data)

NOTE 14:- SHAREHOLDERS' EQUITY

• a. The Ordinary shares of the Company are traded on the Tel-Aviv Stock Exchange and its ADS's are traded on NASDAQ.
  • b. Share option plans:

In 2003, the Company adopted the 2003 Stock Option Plan ("the 2003 Option Plan"). Under the 2003 Option Plan, employees and officers of the Company may be granted options to acquire Ordinary shares. The options to acquire Ordinary shares are granted at an exercise price of not less than the fair market value of the Ordinary shares on the grant date, subject to certain exceptions, which may be determined by the Company's Board of Directors. Generally, under the terms of the 2003 Option Plan, 25% of the stock options granted become exercisable on the first anniversary of the date of grant and 6.25% become exercisable once every quarter during the subsequent three years. Stock options expire six years after the date of grant.

Pursuant to the terms of the acquisition of Actimize Ltd. in August 2007, the Company assumed and replaced the stock options and restricted shares granted by Actimize. In 2003, Actimize adopted the 2003 Omnibus Stock Option and Restricted Stock Incentive Plan ("the 2003 Actimize Plan"). Under the 2003 Actimize Plan, the grantees could be granted options to acquire Actimize's Ordinary shares, restricted shares and shares. Incentive stock options to acquire Ordinary shares of Actimize were granted at an exercise price not less than the fair market value of the Ordinary shares of Actimize on the date of grant or as determined by Actimize's board of directors or by a committee thereof. In addition, the options were granted at an exercise price of not less than the par value of the Ordinary shares of Actimize.

Generally, under the terms of the 2003 Actimize Plan, 25% of the options granted become exercisable on the first anniversary of the date of grant and 6.25% become exercisable following the lapse of every consecutive quarter thereafter during the subsequent three years. Options generally expire ten years after the date of grant.

In June 2008, the Company adopted the 2008 Share Incentive Plan ("the 2008 Plan"), to provide incentives to employees, directors, consultants and/or contractors by rewarding performance and encouraging behavior that will improve the Company's profitability. Under the 2008 Plan, the Company's employees, directors, consultants and/or contractors may be granted any equity-related award, including any type of an option to acquire the Company's Ordinary shares and/or share appreciation right and/or share and/or restricted share and/or restricted share unit and/or other share unit and/or other share-based award and/or other right or benefit under the 2008 Plan (each an "Award"). The options to acquire Ordinary shares are granted at an exercise price of not less than the fair market value of the Ordinary shares on the date of the grant, subject to certain exceptions which may be determined by the Company's Board of Directors, including in some cases options granted with an exercise price at par value.

• F - 50 -

U.S. dollars in thousands (except share and per share data)

NOTE 14:- SHAREHOLDERS' EQUITY (Cont.)

Generally, under the terms of the 2008 Plan, 25% of an Award granted become exercisable on the first anniversary of the date of grant and 6.25% become exercisable once every quarter during the subsequent three years. Specifically with respect to restricted share units at par value, unless determined otherwise by the Board of Directors, 25% of the restricted share units granted become vested on each of the four consecutive annual anniversaries following the date of grant. Awards with a vesting period expire six years after the date of grant. The 2008 Plan provides that the maximum number of shares that may be subject to Awards granted under the 2008 Plan shall be an amount per calendar year, equal to 3.5% of the Company's issued and outstanding share capital as of December 31 of the preceding calendar year. Such amount is reset for each calendar year.

In December 2010, the Company amended the 2008 Plan, such that: (i) options are granted at an exercise price equal to the average of the closing prices of one ordinary share, as quoted on the NASDAQ market, during the 30 consecutive calendar days preceding the date of grant, unless determined otherwise by the administrator of the 2008 Plan (including in some cases options granted with an exercise price equal to the nominal value of an ordinary share), and (ii) options granted with an exercise price equal to the nominal value of an ordinary share shall have a vesting schedule identical to that of restricted share units, as indicated above.

The fair value of the Company's stock options granted to employees and directors for the years ended December 31, 2008, 2009 and 2010 was estimated using the following assumptions:

	2008	2009	2010
Expected volatility	32.5%-39.8%	42.6%-47.7%	42.8%-48.4%
Weighted average volatility	34.2%	44.7%	43.7%
Risk free interest rate	1.7%-3.1%	1.2%-2.1%	0.8%-1.8%
Expected dividend	0%	0%	0%
Expected term (in years)	2.5-3.7	2.5-3.7	2.5-3.7

- F - 51 -

U.S. dollars in thousands (except share and per share data)

NOTE 14:- SHAREHOLDERS' EQUITY (Cont.)

A summary of the Company's stock options activity and related information for the year ended December 31, 2010, is as follows:

	Number ofoptions	Weightedaverageexercise price	Weightedaverageremainingcontractualterm (in years)	Aggregateintrinsic value
Outstanding at January 1, 2010	5,791,416 $	22.94	4.3 $	48,387
Granted	1,359,709 $	19.93
Exercised	(1,298,296) $	6.94
Forfeited	(517,021) $	22.96
Cancelled	(108,733) $	34.44
Outstanding at December 31, 2010	5,227,075 $	22.69	4.2 $	63,863
Exercisable at December 31, 2010	2,039,606 $	24.01	3.0 $	22,217

On June 15, 2009, the Company repriced 1,020,400 outstanding options that were granted on September 2, 2008, from their previous exercise price of $ 30.25 to an exercise price of $ 22.53. The Company accounted for the re-pricing as a modification and recorded an additional compensation expense, in the amount of $ 2,082, which is recognized over the remaining vesting period or immediately for vested options.

On June 15, 2009, the Company's Board of Directors resolved to approve a privately negotiated transaction with certain executive officers, pursuant to which the Company exchanged 265,000 options granted in 2007 having an exercise price per share ranging between $ 34.00 and $ 39.00 with new options having an exercise price per share equal to $ 22.53. The new options vest in 25% annual increments over a four-year period from the new grant date and will expire six years following the new grant date. The Company accounted for the exchange as a modification and recorded an additional compensation expense, in the amount of $ 1,140, which is recognized over the new vesting period.

On August 5, 2009, pursuant to a tender offer commenced June 23, 2009, the Company exchanged on a three-for-one basis 1,492,204 options at exercise prices above $ 30 into 311,454 options and 185,932 RSUs (at par value). The new awards vest in 25% annual increments over a four-year period and have a new sixyear term. The Company accounted for the exchange of options as a modification and recorded total incremental costs in the amount of $ 4,684 which is recognized over the new vesting period.

The weighted-average grant-date fair value of options granted during the years 2008, 2009 and 2010 was $ 8.6, $ 10.43 and $ 14.58, respectively.

• F - 52 -

U.S. dollars in thousands (except share and per share data)

NOTE 14:- SHAREHOLDERS' EQUITY (Cont.)

The total intrinsic value of options exercised during the years 2008, 2009 and 2010 was $ 16,818, $ 13,457 and $ 15,294, respectively.

The options outstanding under the Company's stock option plans as of December 31, 2010 have been separated into ranges of exercise price as follows:

Ranges ofexercise price	Optionsoutstandingas ofDecember 31,2010	Weightedaverageremainingcontractualterm(Years)	Weightedaverageexerciseprice$	Optionsexercisableas ofDecember 31,2010	Weightedaverageexerciseprice ofoptionsexercisable$
$0.02	828	2.66	0.02	828	0.02
$0.28	757,925	5.16	0.28	62,451	0.28
$2.89	22,712	2.66	2.89	22,712	2.89
$6.00-6.87	63,083	2.66	6.66	63,083	6.66
$12.65-15.285	250,378	1.03	14.98	234,662	15.04
$20.63-30.78	3,587,592	4.28	26.72	1,366,840	25.67
$31.27-34.78	544,557	3.59	33.63	289,030	34.09
	5,227,075	4.15	22.69	2,039,606	24.01

A summary of the Company's Restricted Stock Awards ("RSA") activity and related information for the year ended December 31, 2010, is as follows:

	Number ofRSA	Weightedaverageexercise price
Outstanding at January 1, 2010	77,101 $	0.83
Vested	(58,063)	0.66
Forfeited	(13,011)	0.02
Outstanding at December 31, 2010	6,027 $	2.07

As of December 31, 2010, there was approximately $ 30,440 of unrecognized compensation expense related to non-vested stock options and restricted stock awards expected to be recognized over two years.

- F - 53 -

U.S. dollars in thousands (except share and per share data)

NOTE 14:- SHAREHOLDERS' EQUITY (Cont.)

A summary of the Company's Restricted Stock Units ("RSU") activity and related information for the year ended December 31, 2010, is as follows:

	Number ofRSU	Weightedaverageexercise price*)
Outstanding at January 1, 2010	242,376	NIS 1
Issued	275,678	1
Vested	(53,077)	1
Forfeited	(43,398)	1
Outstanding at December 31, 2010	421,579	NIS 1

The fluctuations in USD during the year resulted from NIS/USD exchange rate differences. *) Weighted average exercise price is 1 NIS (par value) which represents approximately $ 0.28.

c. Employee Stock Purchase Plan:

Eligible employees under the Employee Stock Purchase Plan ("ESPP") can have between 2% to 10% of their earnings withheld, under certain limitations, to be used to purchase Ordinary shares. Commencing January 1, 2006, the price of Ordinary shares purchased under the ESPP is equal to 95% of the fair market value of the Ordinary shares.

During 2008, 2009 and 2010, employees purchased 17,613, 17,331 and 16,537 shares at average prices of $ 30.14, $ 21.59 and $ 26.38 per share, respectively.

d. Dividends:

Dividends, if any, will be paid in NIS. Dividends paid to shareholders outside Israel may be converted to dollars on the basis of the exchange rate prevailing at the date of the conversion. The Company does not intend to pay cash dividends in the foreseeable future.

NOTE 15:- REPORTABLE SEGMENTS, PRODUCT LINES AND MAJOR CUSTOMER DATA

a. Reportable segments:

The Company operates under several reportable segments. The following tables present the financial information of the Company's reportable segments.

			Year ended December 31, 2010
	EnterpriseInteractionSolutions	Public Safetyand SecuritySector	Risk andFinancialCrimeSolutions	Not allocated	Total
Revenues	$403,940	$165,998 $	119,513	-	$689,451
Operating income (loss)	$126,537	$15,515 $	71 $	(93,071) $	49,052

• F - 54 -

U.S. dollars in thousands (except share and per share data)

NOTE 15:- REPORTABLE SEGMENTS, PRODUCT LINES AND MAJOR CUSTOMER DATA (Cont.)

			Year ended December 31, 2009
	EnterpriseInteractionSolutions	Public Safetyand SecuritySector	Risk andFinancialCrimeSolutions	Notallocated	Total
Revenues	$363,576	$147,863 $	71,676	-	$583,115
Operating income (loss)	$117,648	$29,996 $	(15,733) $	(93,712) $	38,199
			Year ended December 31, 2008
	EnterpriseInteractionSolutions	Public Safetyand SecuritySector	Risk andFinancialCrimeSolutions	Notallocated	Total
Revenues	$417,454	$148,556 $	58,152	-	$624,162
Operating income (loss)	$154,468	$29,620 $	(21,510) $	(125,227) $	37,351

The following presents long-lived assets of December 31, 2009 and 2010 based on operational segments:

	December 31,
	2009	2010
Enterprise Interaction Solutions	$9,707 $	10,464
Public Safety and Security	4,020	4,109
Risk and Financial Crime Solutions	6,799	5,997
Non-Allocated	1,526	1,444
	$22,052 $	22,014

Until January 1, 2010, the Company operated in three geographical segments (Americas, EMEA and APAC) and an additional separate operating segment, Actimize, all of which comprise its reporting units. Commencing January 1, 2010, the Company operates in three operation-based segments: Enterprise Interaction Solutions sector, Public Safety and Security sector and Risk and Financial Crime Solutions sector and these three segments comprise its reporting units. As of January 1, 2010, the Company reassigned goodwill to the new reporting units in accordance with ASC 350-20-35-45, based on their relative fair values.

Each of the operational segments is overseen by their respective segment managers. The segment managers report directly to the Chief Operating Decision Maker ("CODM") with respect to their operating results.

U.S. dollars in thousands (except share and per share data)

NOTE 15:- REPORTABLE SEGMENTS, PRODUCT LINES AND MAJOR CUSTOMER DATA (Cont.)

The Company's segments are engaged in business activities for which they earn revenues and incur expenses, their results are reviewed by the CODM and discrete financial information is available.

b. Geographical information:

Total revenues from external customers on the basis of the Company's geographical areas are as follows:

		Year ended December 31,
	2008	2009	2010
Americas	$347,401 $	365,817 $	429,889
EMEA *)	188,491	150,373	182,805
APAC **)	88,270	66,925	76,757
	$624,162 $	583,115 $	689,451

*) Includes Europe, the Middle East (including Israel) and Africa.

**) Includes Asia Pacific.

The following presents long-lived assets of December 31, 2009 and 2010 based on geographical segments:

		December 31,
	2009		2010
Americas	$	5,637 $	5,955
EMEA	15,708		15,227
APAC	707		832
	$22,052 $		22,014

c. Major customer data:

The Company had a major customer accounting for 13% of total revenues in the year ended December 31, 2008 and less than 10% in the years ended December 31, 2009 and 2010.

- F - 56 -

U.S. dollars in thousands (except share and per share data)

NOTE 16:- SELECTED STATEMENTS OF INCOME DATA

a. Research and development costs, net:

	Year ended December 31,
	2008		2009		2010
Total costs	$83,296 $		82,463 $		102,208
Less - grants and participations	(3,573)		(3,766)		(3,814)
Less - capitalization of software development costs	(1,278)		(1,315)		(1,311)
	$78,445 $		77,382 $		97,083

b. Financial income and other, net:

	Year ended December 31,
		2008		2009		2010
Financial income:
Interest and amortization/accretion of premium/discount on marketable securities	$	7,739 $		9,076 $		8,889
Realized gain on marketable securities		3,054		984		1,435
Interest		4,809		1,962		1,787
Foreign currency translation		7,074		1,283		927
		22,676		13,305		13,038
Financial expenses:
Realized loss on marketable securities		(4,107)		(1,062)		(238)
Interest		(613)		(705)		(250)
Foreign currency translation		(5,554)		(2,672)		(2,109)
Other		(1,113)		(1,154)		(1,306)
		(11,387)		(5,593)		(3,903)
Other expenses, net		(53)		(115)		(154)
	$	11,236 $		7,597 $		8,981

c. Net earnings per share:

The following table sets forth the computation of basic and diluted net earnings per share:

1. Numerator:

	Year ended December 31,
		2008		2009	2010
Net income available to Ordinary shareholders	$	39,107 $		42,756 $	48,707

- F - 57 -

U.S. dollars in thousands (except share and per share data)

NOTE 16:- SELECTED STATEMENTS OF INCOME DATA (Cont.)

1. Denominator (in thousands):

		Year ended December 31,
	2008	2009	2010
Denominator for basic net earnings per share -
Weighted average number of shares	60,429	61,395	62,652
Effect of dilutive securities:
Add - Employee stock options and RSU	1,038	1,095	1,480
Denominator for diluted net earnings per share - adjusted weighted average shares	61,467	62,490	64,132

NOTE 17:- SUBSEQUENT EVENTS

On February 15, 2011, the board of directors of the Company authorized a program to repurchase up to $100,000 of the Company's issued and outstanding ordinary shares and ADRs. Repurchases may be made from time to time in the open market or in privately negotiated transactions and will be in accordance with applicable securities laws and regulations. The timing and amount of the repurchase transactions will be determined by management and may depend on a variety of factors, including market conditions, alternative investment opportunities and other considerations. The program does not obligate the Company to acquire any particular amount of ordinary shares and ADRs and the program may be modified or discontinued at any time without prior notice.

On March 4, 2011, the Company completed the acquisition of CyberTech International ("CyberTech"), a global provider of compliance recording solutions and value-added applications. The Company acquired CyberTech for total cash consideration of approximately $60,000. Management expects that the addition of CyberTech solutions to the NICE portfolio will broaden the Company's offering for financial institutions, strengthen commitments to the small and medium size business sector, and add to the Company's public safety solutions. Management also expects that it will also enhance the Company's positioning in EMEA and provide a product set that meets the needs of emerging markets, by offering a solution that accommodates large scale implementations with entrylevel requirements.

- F - 58 -

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

NICE-SYSTEMS LTD.

By: /s/ Zeev Bregman

Zeev Bregman President and Chief Executive Officer

Date: March 31, 2011

Exhibit 4.4

AGREEMENT AND PLAN OF MERGER

by and among

NICE-SYSTEMS LTD.,

NEPTUNE MERGER SUB INC.,

E-GLUE SOFTWARE TECHNOLOGIES, INC.,

and

MR. ZEEV HOLTZMAN AND MR. EREZ SHACHAR (TOGETHER), AS STOCKHOLDERS' REPRESENTATIVE

ARTICLE I THE MERGER

1.1	The Merger	5
1.2	Effective Time	5
1.3	Effect of the Merger	5
1.4	Certificate of Incorporation and Bylaws	5
1.5	Directors and OfficersEffect of the Merger on Outstanding Company Securities	6
1.6	Dissenting Shares	6
1.71.8	Treatment of Company Options	67
1.9	Treatment of Plenus Loan Agreement	8
1.10	Retention Fund	9
1.11	Calculation of Draft NWC; Post-Closing Adjustments to Purchase Price	9
1.12	Earn-Out Payment.	12
1.13	Withholding	15
1.14	Deposits and Payment Procedures.	15
	ARTICLE II REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY	17
2.1	Organization; Corporate Power	17
2.2	Capitalization and Related Matters	17
2.3	Subsidiaries	19
2.4	Authorization	20
2.5	No Conflict; Required Filings and Consents	20
2.6	Books and Records; Organizational Documents	21
2.7	Financial Statements	21
2.8	Absence of Undisclosed Liabilities	22
2.9	Absence of Certain Developments	22
2.10	Tangible Assets	24
2.11	Intellectual Property	24
2.12	Real Property	29
2.13	Contracts	30
2.14	Insurance	31
2.15	Litigation	32
2.16	Tax MattersCompliance with Laws and Permits	32
2.172.18	Employees	3536
2.19	Employee Benefits	38
2.20	Affiliated Transactions	40
2.21	Certain Payments	40
	Customers and Suppliers
2.222.23	Accounts Receivable	4141
2.24	Grants, Incentives and Subsidies	41
2.25	Brokers	42
2.26	Banks and Brokerage Accounts	42
2.27	Disclosure	42

Page 5

	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE MERGER SUB AND PARENT	42
3.1	Organization; Corporate Power	42
3.2	Authorization	43
	No Conflict; Required Filings and Consents
3.3		43
3.4	Brokers	43
3.5	Financing	44
3.6	Available Shares	44
3.7	Form S-8	44
	ARTICLE IV PRE-CLOSING COVENANTS	44
4.1	Conduct of Business by the Company	44
4.2	Access to Information	47
4.3	Governmental Approvals	47
4.4	Consents	48
4.5	Notification of Certain Matters	48
4.6	No Solicitation.	48
4.7	Takeover Statutes	48
4.8	Commercially Reasonable Efforts	49
4.9	Stockholder Approval	49
	ARTICLE V ADDITIONAL AGREEMENTS	49
5.1	Further Actions	49
5.2	Tax Matters	49
5.3	Directors' and Officers' Liability	51
5.4	Confidentiality	51
5.5	Capitalization Table	51
5.6	Delivery of Stock Ledger, Minute Books and Capitalization Table of the Company	52
5.7	Israeli Tax Ruling.	52
5.8	Interim Financial Statements	52
5.9	Form S-8.	52
ARTICLE VI CONDITIONS		53
6.1	Conditions to Obligations of the Merger Sub and the Parent	53
6.2	Conditions to Obligations of the Company	56
	ARTICLE VII INDEMNIFICATION	57
7.1	Survival Periods	57
7.2	Indemnification of the Parent Indemnified Parties by the Stockholders	57
7.3	Indemnification of the Stockholders by the Merger Sub	59
7.4	Notice and Defense of Third-Party Claims	59
7.5	Notice of Non-Third-Party Claims	61
7.6	Manner of Payment; Escrow Period; Distribution of Escrow Fund	61
7.7	Determination of Loss Amount	62
7.8	Exclusive Remedy	62
	Purchase Price Adjustments
7.97.10		6363

ARTICLE VIII TERMINATION		63
8.18.2	TerminationEffect of Termination	6364
ARTICLE IX DEFINITIONS		64
9.19.29.3	InterpretationCertain DefinitionsAdditional Definitions	646573
ARTICLE X MISCELLANEOUS		75
10.110.210.310.410.510.610.710.810.910.1010.1110.1210.1310.1410.1510.16	No Third-Party BeneficiariesEntire AgreementAssignmentCounterpartsTitlesNoticesGoverning LawConsent to JurisdictionWaiver of Trial by JuryAmendment or ModificationWaiversSpecific PerformancePress ReleasesExpensesSeverability of ProvisionsRepresentation by Counsel and Tax Advice	75757575767677777878787878797979
10.17	Stockholders' Representative	79

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of June 9th, 2010, by and among (i) NICE-Systems Ltd., a company organized under the laws of the State of Israel (the "Parent"), (ii) Neptune Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the "Merger Sub"), (iii) e-Glue Software Technologies, Inc., a Delaware corporation (the "Company"), and (iv) solely for the purpose of Section 10.17, Mr. Zeev Holtzman and Mr. Erez Shachar (together, the "Stockholders' Representative"). Capitalized terms used herein and not otherwise defined herein shall have the meaning given such terms in Article IX.

RECITALS

WHEREAS, the board of directors of the Company has unanimously (a) determined that the merger of the Merger Sub with and into the Company upon the terms and subject to the conditions set forth herein (the "Merger") is in the best interests of the Company and its Stockholders, (b) approved, in accordance with Section 251 of the DGCL, this Agreement, each of the other Transaction Documents and each of the transactions contemplated hereby and thereby, including the Merger, and (c) recommended that the Stockholders consent or otherwise approve this Agreement, each of the other Transaction Documents and each of the transactions contemplated hereby and thereby, including the Merger;

WHEREAS, the boards of directors (or other applicable corporate body) of the Parent and the Merger Sub have each determined that it is advisable and in the best interests of the Parent and the Merger Sub for the Merger Sub to consummate the Merger;

WHEREAS, as a condition and an inducement to the willingness of the Merger Sub and the Parent to enter into this Agreement, immediately upon the signing of this Agreement, the Company will obtain the approval of the Merger, this Agreement and the transactions contemplated hereby, pursuant to an action by written consent, attached hereto as Exhibit C (the "Stockholder Written Consent"), by each of the Principal Stockholders, which Principal Stockholders hold and have voting power over at least the amount of the outstanding Company Shares necessary to approve the Merger, this Agreement and the transactions contemplated hereby;

WHEREAS, as a further condition and inducement to the willingness of the Merger Sub and the Parent to enter into this Agreement and concurrent with the execution and delivery of this Agreement (a) certain of the Key Employees have entered into non-competition agreements with the Parent or one or more Affiliates of the Parent (including the Company or its Subsidiary) in the form attached hereto as Exhibit D (the "Non-Competition Agreement") which will be effective as of the Effective Time, and (b) certain of the Key Employees shall have entered into employment arrangements in connection with their employment with the Surviving Corporation (or an Affiliate thereof) to become effective following the Effective Time;

WHEREAS, the Stockholders' Representative has agreed to represent those Indemnifying Stockholders that appoint and authorize the Stockholders' Representative in connection with certain covenants and agreements in connection with this Agreement and related transactions; and

WHEREAS, the Company and the Parent desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the other transactions referred to in this Agreement and the other Transaction Documents.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual representations, warranties, promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I THE MERGER

1.1 The Merger. Upon the terms and subject to the conditions of this Agreement and the provisions of applicable Law, at the Effective Time, the Merger Sub shall merge with and into the Company, the Company shall continue as the surviving corporation (the "Surviving Corporation"), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. Upon consummation of the Merger, the separate corporate existence of the Merger Sub shall terminate.

1.2 Effective Time. Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Merger (the "Closing") will take place as promptly as reasonably practicable, but no later than three (3) Business Days following satisfaction or waiver of the conditions set forth in Article VI, at the offices of Meitar Liquornik Geva & Leshem Brandwein, unless another place or time is agreed to by the Parent and the Company. The date on which the Closing actually occurs is herein referred to as the "Closing Date." At the Closing, the parties shall deliver the agreements, certificates, opinions and other instruments and documents required to be delivered at or prior to the Closing pursuant to this Agreement. On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger, in substantially the form attached hereto as Exhibit E (the "Certificate of Merger"), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the time of acceptance by the Secretary of State of the State of Delaware of such filing or such later time as may be agreed to by the parties and set forth in such filing for the effectiveness of the Merger being referred to herein as the "Effective Time").

1.3 Effect of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in the appropriate provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises, and be subject to all of the restrictions, disabilities and duties of the Company and the Merger Sub, and all debts and liabilities of the Company and the Merger Sub shall become the debts and liabilities of the Surviving Corporation as provided under Section 259 of the DGCL.

1.4 Certificate of Incorporation and Bylaws. At the Effective Time, by virtue of the Merger, the certificate of incorporation, as amended, of the Surviving Corporation shall be amended and restated to be identical to the form of the certificate of incorporation of the Merger Sub as in effect immediately prior to the Effective Time, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein and in accordance with applicable Law. From and after the Effective Time, the bylaws, as amended, of the Surviving Corporation as in effect immediately prior to the Effective Time, shall be amended and restated to be identical to the form of the bylaws of the Merger Sub as in effect immediately prior to the Effective Time, and as so amended, shall be the bylaws of the Surviving Corporation, until thereafter amended as provided therein and in accordance with applicable Law.

1.5 Directors and Officers. From and after the Effective Time, the directors of the Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. From and after the Effective Time, the officers of the Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each until their successors shall have been duly appointed or qualified or until their earlier death, resignation or removal in accordance with the bylaws of the Surviving Corporation.

1.6 Effect of the Merger on Outstanding Company Securities. On the terms and subject to the conditions of this Agreement, by virtue of the Merger and without any action on the part of the Parent, the Merger Sub, the Company or any Stockholder:

(a) Capital Stock of Merger Sub. Each share of common stock, par value US$0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one fully paid and nonassessable share of common stock, par value US$0.001 per share, of the Surviving Corporation. From and after the Effective Time, each stock certificate of the Merger Sub evidencing ownership of any such shares of common stock of the Merger Sub shall continue to evidence the ownership of shares of common stock of the Surviving Corporation.

(b) Preferred Stock. Each share of Preferred Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Series AA Per Share Amount, the Series A-1 Per Share Amount, the Series B Per Share Amount, the Series C Per Share Amount, or the Series D Per Share Amount, as applicable.

(c) Common Series Stock. Each share of Common Series Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Common A Per Share Amount or the Common B Per Share Amount.

(d) Common Stock. Each share of Common Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Common Stock Share Amount.

1.7 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any Company Shares outstanding immediately prior to the Effective Time eligible under the DGCL to exercise appraisal rights and held by a Stockholder who has not voted in favor of the Merger or consented thereto in writing and who has exercised and perfected appraisal rights for such Company Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such appraisal rights (collectively, the "Dissenting Shares") shall not be converted into or represent the right to consideration for the Company Share set forth in Section 1.6, as applicable, and the holder or holders of such Company Shares shall be entitled only to such rights as may be granted to such holder or holders in Section 262 of the DGCL. Notwithstanding the provisions of this Section 1.7, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder's appraisal rights under Section 262 of the DGCL, then, as of the later of the Effective Time or the occurrence of such event, such holder's Company Shares shall automatically be converted into and represent only the right to receive the consideration for such Company Shares (if any) set forth in Section 1.6, as applicable, without interest, and after surrender of the certificate representing such Company Shares. The Company shall give the Parent prompt written notice of its receipt of any written demands for appraisal of any Company Shares, withdrawals of such demands, and any other instruments relating to the Merger served on the Company or the Surviving Corporation pursuant to applicable Law and received by the Company provided that the opportunity to control all negotiations and proceedings with respect to demands for appraisal under applicable Law shall be vested with the Company and as of the Closing with the Stockholders' Representative. Following the Closing, the Stockholders' Representative shall have the sole discretion in negotiating and taking any other action with regard to such appraisal rights; provided, that if any agreement with any holder of Dissenting Shares is entered into prior to the Closing, all payments under such agreement shall be reflected in the Capitalization Table (and shall in no event increase the consideration to be paid hereunder by the Parent). All Losses arising out of or related to the resolution of appraisal rights of any Dissenting Shares, including the payment of the amount, if any, in excess of the applicable amount set forth in Section 1.6 above shall be subject to indemnification in accordance with the provisions and limitations of Article VII, to the extent not otherwise covered by the Distributable Proceeds (the "Appraisal Indemnity").

1.8 Treatment of Company Options.

(a) Following the date hereof, the Company shall cause each Company Option which is unvested and unexpired immediately prior to the date hereof and which does not have accelerating vesting as a result of the transactions contemplated by the Transaction Documents (the "Unvested Options") to fully vest.

(b) Following the acceleration and vesting of the Unvested Options set forth in Section 1.8(a), the Company shall cause the administrator of the Company Option Plan to notify all holders of vested Company Options granted under the Company Options Plan including options which shall, in accordance with their terms, become vested and exercisable as a result of the transactions described in Transaction Documents (collectively, the "Vested Options"); provided, that the Company Options shall be fully exercisable for a period of 30 days from the date of such notice, and the Company Options that were not exercised by the Optionholders shall terminate upon the expiration of such period (excluding Company Options which were exercised prior to such date which exercise is conditioned upon the Closing). Upon the cancellation of all the Company Options in accordance with this Section 1.8(b), each Optionholder shall cease to have any rights with respect thereto, and each Company Option held by such Optionholder shall be cancelled and of no further force and effect.

(c) The Company shall, prior to the Closing: (i) amend the Company Option Plan so as to allow for the issuance of options to purchase Series D Preferred Stock thereunder, (ii) after the expiration or exercise of the Vested Options, issue as part of the Retention Fund and\or as part of the exercise of Company Options for shares of Series AA Preferred Stock (as set forth in Schedule 1.8(c)), an amount of Company Options (to purchase Series D Preferred Stock) or restricted share units of the Company out of the existing pool of the Company Option Plan, in the aggregate value of one million US Dollars (US$ 1,000,000) (the "Retention Options") on behalf of the individuals listed, and under the terms and conditions, set forth in Schedule 1.8(c).

(d) In addition to the foregoing, and in addition to all other consideration paid by the Parent hereunder, after all Company Options have been exercised (whether or not such exercise is conditioned upon the Closing) or expired in accordance with Section 1.8(b), the Company shall, immediately prior to the Closing: issue an additional amount of Company Options (to purchase Series D Preferred Stock) or restricted share units of the Company out of the existing pool of the Company Option Plan, in such number, on behalf of such employees of the Company and on such terms and conditions, as shall be agreed upon with the Parent (the "Additional Options").

(e) For the purpose of Sections 1.8(c) and 1.8 (d) above, the value of the Retention Options and Additional Options shall be determined by calculating the aggregate amount of the theoretical Allocable Portion that would have been attributed to the Retention Options, assuming the shares underlying such options and restricted share units were outstanding as of the Effective Time and were receiving Distributable Proceeds in accordance with the Certificate of Incorporation.

(f) At the Effective Time, each Retention Option and Additional Option which is outstanding immediately prior to the Closing Date shall be assumed by the Parent, and such options shall be converted into an option to purchase Parent Ordinary Shares (except that any such options which are in the form of restricted share units shall be converted into Parent Ordinary Shares in the form of restricted share units) (collectively, the "Parent Assumed Options"), in such number and at such exercise price as provided below and otherwise having the same terms and conditions as in effect immediately prior to the Closing (except to the extent that such terms, conditions and restrictions may be altered in accordance with their terms as a result of the Transaction contemplated hereby and except that all references in each such Parent Assumed Options to Company shall be deemed to refer to the Parent):

(i) The number of Parent Ordinary Shares subject to the Parent Assumed Options shall be equal to the product of: (x) the number of Retention Options or Additional Options (as applicable) multiplied by (y) the Exchange Ratio.

(ii) The exercise price per share of Parent Ordinary Shares under the Parent Assumed Options shall be equal to the par value of the Parent Ordinary Shares (and in the event that such Retention Options are in the form of restricted stock units, the purchase price of such restricted stock unit shall be the par value).

(iii) The term "Exchange Ratio" means the quotient obtained by dividing (a) the result of (i) one million (1,000,000), divided by (ii) the number of Retention Options outstanding as of the Closing Date; by (b) the average last sale price of the Parent Ordinary Shares reported on the Nasdaq Global Market during the 30 trading days ending on the third trading day preceding the Closing Date (the "Average Share Price").

(g) In effecting such assumption and conversion, the aggregate number of Parent Ordinary Shares to be subject to each of the Parent Assumed Options will be rounded down, if necessary, to the next whole share and the aggregate exercise price shall be rounded up, if necessary, to the next whole cent.

(h) Any adjustments provided herein with respect to the Retention Options and Additional Options (whether vested or not) shall be effected in a manner that is consistent with applicable Law and, to the extent applicable, that maintains any existing tax treatment (including any ruling from the Israeli tax authorities or the applicable route under Section 102 of the Ordinance ("Section 102")) relating to such options or restricted stock all subject to, and in accordance with, the Israeli Option Tax Ruling and applicable Law.

1.9 Treatment of Plenus Loan Agreement

(a) The Parent shall pay to Plenus directly at the Closing an amount necessary to terminate the Plenus Loan (principal and interest and all other obligations thereunder) outstanding immediately prior to the Effective Time, to the extent provided for in the Draft NWC, following which the Plenus Loan Agreement shall terminate with no further force or effect. Plenus shall provide to the Company and the Parent, prior to the Closing, a letter substantially in the form attached hereto as Schedule 1.9 (the "Plenus Letter"), confirming that upon receipt of the amounts set forth therein, the Plenus Loan Agreement shall terminate and any and all Liens of Plenus on any assets of the Company shall terminate and may be removed from the Israeli Companies Registrar or other applicable register.

1.10 Retention Fund

(a) At the Closing, an aggregate value of two million US Dollars (US$ 2,000,000) will be deducted from the Purchase Price and will not be available as merger consideration payable to the Stockholders in connection with the Merger (the "Retention Funds"), of which One million US Dollars (US$ 1,000,000) shall be held back in escrow by the Parent on behalf of certain of the Company's employees continuing their employment with the Company or its Subsidiaries after the Closing Date (the "Retention Cash") and One million US Dollars (US$ 1,000,000) shall be paid by way of the assumption by the Parent of the Retention Options as set forth in Section 1.8. A portion of such Retention Funds shall be attributed to the Series AA Per Share Amount and distributed solely in accordance with the provisions set forth herein as set forth in Schedule 1.8(c).

(b) The name of each recipient of Retention Funds and such Person's percentage of the Retention Fund is set forth in Schedule 1.10(b). The Retention Options shall vest, and the right to receive the Retention Cash shall be released (in equal parts) as follows: 25% of the Retention Funds designated to each recipient in accordance with Schedule 1.10(b) shall be vested and released one year after the Closing Date, and the remainder shall be vested and released to the applicable recipients on December 31, 2011; provided that at the time of such release (i) the applicable recipient has not voluntarily terminated his employment with the Surviving Corporation or its Subsidiaries, or the Parent and its Affiliates, other than due to a decrease in salary that such recipient did not consent to, excluding a reduction in salary for all or substantially all similarly situated employees of the Parent, or (ii) the applicable recipient had not been terminated for "cause" (as defined in his or her employment agreement). Any amount not so released due to a recipient's termination of employment which is not for the reasons as set forth above shall be retained by the Parent and not be payable hereunder.

1.11 Calculation of Draft NWC; Post-Closing Adjustments to Purchase Price.

(a) At least five (5) Business Days prior to the Closing Date, the Company shall in good faith cause to be prepared and delivered to the Parent a certificate, in form reasonably satisfactory to the Parent (the "Closing Payment Certificate"), setting forth:

(i) the Company's anticipated balance sheet as of the Closing Date on a detailed consolidated basis and with respects to assets and liabilities (excluding equity) separately broken down per each of the Company and its Subsidiaries and the calculation of anticipated Net Working Capital resulting therefrom (the "Draft NWC");

(ii) the calculation of the Common Stock Per Share Amount, the Common A Per Share Amount, the Common B Per Share Amount, the Series AA Per Share Amount, the Series A-1 Per Share Amount, the Series B Per Share Amount, the Series C Per Share Amount and the Series D Per Share Amount;

(iii) the aggregate amount anticipated to be paid to each Stockholder at Closing in accordance with Sections 1.6 and 1.7;

(iv) the Allocable Portion of each Stockholder in the First Escrow Amount and in the Second Escrow Amount, the First Earn-Out Payment and the Second Earn-Out Payment; and

(v) the Capitalization Table.

(b) For purposes hereof, the "Net Working Capital" means balance sheet amounts as of the Closing Date reflecting the excess of all current assets of the Company (plus any amounts existing and deposited in severance pay funds of the Company) over any liabilities (short and long term) (including all obligations under the Plenus Loan Agreement (including VAT (except to the extent it is offset by a VAT credit)), the Company Transaction Expenses (to the extent unpaid prior to Closing Date) and deferred revenue) all determined on a consolidated basis in accordance with GAAP and consistent with past practices as of the close of business on the Closing Date. For purpose of determining the Net Working Capital: (i) deferred revenue for which cash has been received prior to the Closing shall be calculated at Cost of Delivery; (ii) deferred revenue for which cash has not been received prior to the Closing shall be calculated at Cost of Delivery; provided that the cash will be received within 60 days following the Closing (unless the Parent and Stockholders' Representative agree otherwise with respect to a specific invoice); and in any other event, such deferred revenue shall be calculated at full value; and (iii) maintenance renewals entered into prior to the Closing, shall be calculated at Cost of Delivery. "Cost of Delivery" shall mean: with respect to license and maintenance 20% of their deferred revenue value; and with respect to services 80% of its deferred revenue value.

For the purpose of determining the Net Working Capital, it is further specifically agreed that: (A) any Liabilities resulting from the application of the Financial Accounting Standards Board Interpretation (FIN) No. 48 (Accounting for Uncertainty in Income Taxes) will not be included in the calculation of Net Working Capital ("(FIN) No. 48") including the costs and expense of performance of the (FIN) No. 48 (to the extent the performance of (FIN) No. 48 has not been otherwise required by the Company's auditors in order to issue a clean audited report for the Company's financial statements for the year ended on December 31, 2009), (B) accruals related to the employer costs payable to the employees of the Company and any Subsidiary during or with respect to prior notice of termination will be taken at $50,000, (C) liabilities as of the Closing Date shall exclude liabilities arising from Parent's post closing operational integration activities of the Company and/or its Subsidiaries such as relating to office moves, and/or change of suppliers, (D) the Retention Funds shall not be deemed a liability of the Company, and (E) contingent liabilities related to the Company's premises and car leases shall be excluded.

(c) The Company shall make such information, personnel and resources available to Parent as may be reasonably necessary to enable Parent and its Representatives to review the Draft NWC. If the Draft NWC is less than zero, then the amount of such deficiency (on a dollar for dollar basis), shall reduce the Purchase Price and be withheld by the Parent until final determination of the Net Working Capital (the "NWC Withheld Amount"). If the Draft NWC is equal to or greater than zero, then no adjustment to the Purchase Price shall be made at the Closing based on the Draft NWC.

(d) Promptly following the Closing, but in any event no later than 60 days thereafter, the Surviving Corporation together with the relevant prior Company's employees and Stockholders' Representative shall prepare and deliver to the Parent audited financial statements on a detailed consolidated basis and separately broken down per each legal entity of the Company and its Subsidiaries as of the end of business on the Closing Date, prepared in accordance with GAAP consistently applied with the Company's past practices and, within 5 Business Days thereafter, Surviving Corporation together with the relevant prior Company's employees and Stockholders' Representative shall prepare and deliver to the Parent the calculation of the Net Working Capital as of the end of business on the Closing Date, in accordance with the definition set forth in Section 1.11(b) (the "Closing NWC"). The Closing NWC shall be accompanied by all relevant backup materials and schedules relating to the calculation of the Closing NWC, in detail reasonably acceptable to the Parent. Surviving Corporation shall make such information, personnel and resources available to the Parent as may be reasonably necessary to enable the Parent to review the Closing NWC; provided that the obligation to provide such information, personnel and resources shall be limited to normal business hours with reasonable prior notice and in such a manner so as not to interfere unreasonably with the conduct of its business.

(e) In the event that the Parent disputes the Closing NWC, the Parent shall notify the Stockholders' Representative in writing (the "Parent Dispute Notice") of the amount, nature and basis of such dispute, within 15 calendar days after delivery of the Closing NWC and the relevant backup materials referred to above; the Stockholders' Representative and the Parent shall first use their diligent good faith efforts to resolve such dispute among themselves. If the Stockholders' Representative and the Parent are unable to resolve the dispute within 15 calendar days after delivery of the Parent Dispute Notice then any remaining items in dispute shall be submitted to one of the "Big 4" accounting firms jointly chosen by the Stockholders' Representative and the Parent, which in the absence of an agreement shall be Deloitte (the "Audit Firm"), whom Parent and the Stockholders' Representative hereby represent and warrant to the other that neither such party nor any of their Affiliates uses as its independent accountant or has any material relationship therewith.

(f) The written decision of the Audit Firm shall be rendered within no more than 30 days from the date that the matter is referred to such firm and shall be final and binding on the parties hereto and shall not be subject to dispute or review. Parent and the Stockholders' Representative shall cooperate in good faith with the determination process and the Audit Firm requests for information, including providing the Audit Firm with information as promptly as practicable after its request therefor. No particular procedures are intended to be imposed upon the Audit Firm, it being the desire of Parent and the Stockholders' Representative that any such dispute shall be resolved as expeditiously and inexpensively as reasonably practicable; provided, however, that Parent and the Stockholders' Representative shall be entitled to provide the Audit Firm with supporting documentation and shall be entitled to make an oral presentation to the Audit Firm in connection with the resolution of the items in dispute. Each of Parent and the Stockholders' Representative shall be entitled to receive copies of all materials provided by the other to the Audit Firm in connection with the determination process and to make the same number of submissions and presentations to the Audit Firm as the other. In making its determination on the disputed items, the Audit Firm shall make such determinations (i) only in accordance with the standards set forth in this Agreement, (ii) only with respect to the disputed items submitted to the Audit Firm, (iii) on a disputed item by disputed item basis (i.e., not in the aggregate), and (iv) where the result of the Audit Firm's determination is either a number proposed by Parent or the Stockholders' Representative for the item in dispute or a compromise position between the ranges presented by Parent or the Company to the Audit Firm. Following any such dispute resolution (whether by mutual agreement of the parties or by written decision of the Audit Firm), the Closing NWC (as determined in such dispute resolution) shall be finally determined. Each of Parent and the Stockholders' Representative shall bear its own expenses and fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Closing NWC. The expenses of the Audit Firm shall be borne by the party whose aggregate estimate of the disputed amount differs most greatly from the determination of the Audit Firm.

(g) Immediately upon the expiration of the 15 calendar day period for giving the Parent Dispute Notice, if no such notice is given, or upon notification by the Parent to the Stockholders' Representative that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section, the Purchase Price shall be adjusted as follows:

(i) If the Draft NWC was equal to or greater than zero (i.e. the NWC Withheld Amount equals zero), then (a) if the Closing NWC is less than zero, then the amount of such deficiency (on a dollar for dollar basis), shall be subtracted from the Purchase Price and shall be repaid by the Indemnifying Stockholders (severally and not jointly, on a pro-rata basis determined by the Allocable Portion paid at the Closing to such Indemnifying Stockholders) to the Parent as instructed by the Parent in cash, and (b) if the Closing NWC is equal to or greater than zero, then no adjustment to the Purchase Price shall be made.

(ii) If the Draft NWC was less than zero (i.e. the NWC Withheld Amount is a positive number), then (i) if the Closing NWC is less than zero but equal to or greater than the Draft NWC, then the portion of the NWC Withheld Amount representing the difference between the Draft NWC and the Closing NWC shall be paid by the Parent (through the Paying Agent) to the Stockholders in cash (in accordance with the each Stockholder's Allocable Portion paid at the Closing), and the portion of the NWC Withheld Amount representing the difference between the Closing NWC and Zero shall be retained by the Parent and deem subtracted from the Purchase Price, (ii) if the Closing NWC is less than the Draft NWC, then in addition to the NWC Withheld Amounts which shall be retained by the Parent, the difference between the Draft NWC and the Closing NWC shall be repaid by the Indemnifying Stockholders (severally and not jointly, on a pro-rata basis determined by the Allocable Portion paid at the Closing to such Indemnifying Stockholders) to the Parent in cash as instructed by the Parent, and (iii) if the Closing NWC is equal to or greater than zero, then the NWC Withheld Amounts shall be paid by the Parent (through the Paying Agent) to the to the Stockholders (in accordance with the each Stockholder's Allocable Portion paid at the Closing) and no adjustment to the Purchase Price shall be made.

(h) Any post-Closing adjustment payments made under this Section 1.11 shall be treated as adjustments to the Purchase Price for all Tax purposes.

1.12 Earn-Out Payment.

(a) The Parent (through the Paying Agent) shall pay to the Stockholders as additional consideration, the First Earn-Out Payment (if any) and the Second Earn-Out Payment (if any) based on Bookings of the Company since January 1, 2010 and future Bookings of the Company after the Closing Date, subject to the terms and conditions set forth in Exhibit G. In the event that the Investment Banker (as defined herein) shall be entitled to any consideration relating to the Earn-Out Payments, such consideration shall be deducted from the Earn-Out Payments to be paid to the Stockholders (to the extent such payment has not been accrued for in the Net Working Capital calculations).

(b) The Company acknowledges that following the Closing (i) the Parent and its designees to the board of directors of the Surviving Corporation will have the power and right to control all aspects of the business and operations of the Surviving Corporation; (ii) the Parent and its designees to the board of directors of the Surviving Corporation will have the power and the right to determine all aspects of the Surviving Corporation's existence; (iii) the Parent and its designees to the board of directors of the Surviving Corporation intend to exercise or refrain from exercising such power and right as they may deem appropriate and in the best overall interests of the Parent and its Affiliates as a whole taking into account their respective conditions and prospects from time to time; (iv) operation of the Company's business may impact the timing of Bookings and the Parent may refuse to enter into an arrangement that would increase Bookings during the First or Second Earn-Out Period; (v) the Parent and its Affiliates may in the future develop or acquire, products that compete, either directly or indirectly, with the Products and may make decisions with respect to such products that adversely effect Bookings or the Earn-Out Payment; and (vi) that any of the above actions may materially reduce the Stockholders' ability to receive the Earn-Out Payment pursuant to this Section 1.12; provided, that in each case (A) the board of directors of the Surviving Corporation shall act consistent with its fiduciary duties and in good faith, (B) the Parent shall not take any action the primary purpose of which is to reduce or eliminate the Earn-Out Payment obligations provided for by this Section 1.12.

(c) Determination of Earn-Out Payment; Dispute Resolution. As soon as practicable, and in any event no later than the date that is 30 days upon the completion of each calendar quarter during each Earn-Out Period and prior to making any Earn-Out Payment, if any, hereunder, the Surviving Corporation shall deliver to the Stockholders Representative a schedule setting forth the Bookings achieved in the preceding quarter and the computation of the applicable Earn-Out Payment, if any, and a copy of the Bookings information used in making such computation and the relevant supporting documents. Upon receipt of such information, Stockholders Representative shall have the right to request a meeting with a senior officer of Parent who is capable of discussing the qualification of the Bookings and computation in order to discuss on going issues relating to the Surviving Corporation business and achievement of the required Bookings; provided however that no dispute procedure will be triggered in such meeting. The parties shall meet no later than 14 days from a receipt of a written request by the Stockholders Representative. As soon as practicable, and in any event no later than the date that is 30 days upon the completion of any Earn-Out Period and prior to making any Earn-Out Payment, if any, hereunder, the Stockholders Representative and a senior officer of the Surviving Corporation (other than senior officers that were Company's employees prior to the Closing) shall meet in order to discuss and agree in good faith on the Bookings achieved during the applicable Earn-Out Period. If an agreement was reached between the Stockholders' Representative and the representative of the Surviving Corporation, such agreement shall be conclusive and binding upon the parties hereto and the Earn-Out Payment (if any) shall be immediately paid. If no agreement is reached then within 10 days following such meeting, the Stockholders' Representative shall notify the Surviving Corporation in writing that it disagrees with the Surviving Corporation's computation and achievement of the applicable Bookings, if any. Such notice shall include a schedule setting forth the Stockholders' Representative's computation of the applicable Earn-Out Payment together with a copy of any information, other than that previously provided by the Surviving Corporation, used in making such computation. As soon as possible thereafter, and not more than 7 days following the receipt of such notice from the Stockholders Representative, a senior officer of the Parent shall meet with the Stockholders Representative and the parties shall attempt in good faith to reach a resolution of such disagreement. The Surviving Corporation shall furnish the Stockholders Representative with all material information and documentation reasonably requested by the Stockholders Representative related to the resolution of such disagreement. If such disagreement is not resolved within the time frames above, then within 10 days after delivery of the Stockholders Representative's notice, the parties shall request the Audit Firm to review the Bookings and to compute the amount of the applicable Earn-Out Payment as promptly as practicable and such computation shall be binding upon the parties hereto. The parties agree that Section 1.11(f) shall apply mutatis mutandis to the resolution of a dispute by the Audit Firm as set forth in this section. The expenses of the Audit Firm shall be borne by the party whose aggregate estimate of the disputed amount differs most greatly from the determination of the Audit Firm (provided that the Stockholders' portion may be subtracted from the Earn-Out Payment otherwise payable). Parent (and/or the Surviving Corporation on its behalf) shall not be required to pay the portion of the Earn-Out Payment which is in dispute until five (5) Business Days after the earlier of: (i) the period during which the Stockholders Representative may object to the amount of the Earn-Out Payment has lapsed, or (ii) if properly contested in accordance with the provisions hereof, after the amount of the Earn-Out Payment has been agreed upon by the parties or calculated by the Audit Firm. Based on the determination of the quarterly Bookings, (i) in case there is no dispute on the Earn-Out Payment, the Earn-Out Payment will be made within 5 Business Days after determination of the Bookings of the last quarter of the respective Earn-Out Period and subject to the dispute mechanism and timing above; or (ii) in case there is dispute on the Earn-Out Payment, sixty percent (60%) of the undisputed Earn-Out Payment shall be paid within 5 Business Days after determination of the Bookings of the last quarter of the respective Earn-Out Period and remaining forty percent (40%) of such undisputed portion of the Earn-Out Payment together with any portion of the disputed portion of the Earn-Out Payment shall be made upon the agreement between the parties or upon the final amount calculated by the Audit Firm. In the event it is determined that Parent's calculation differs by more than 10% from the final determination of any Earn-Out Payment, Parent shall, in addition to the payment of the Earn-Out Payment pay interest with respect to the disputed amount and the held back undisputed amount (as set forth above) at a rate of three-months LIBOR from the date that the Earn-Out Payment should have been paid to the date of actual payment.

(d) March 31, 2010 Bookings. The parties agree that the Bookings for the first quarter of 2010, are US$3.132 million.

(e) Triggering Events. Notwithstanding anything to the contrary in this Agreement, at the end of each applicable Earn-Out Period, in the calculation and discussions relating to the Bookings and the Earn-Out Payment for such period, the Stockholders' Representative shall be entitled to claim that a Triggering Event (as defined below) has occurred during the applicable Earn-Out Period, and that, as such, the Stockholders are entitled to the full Earn-Out Payment as if the targets for earning the Earn-Out Payments for the applicable Earn-Out Period(s) were fully achieved for such Earn-Out Period (provided however, that if a Triggering Event occurred during the 1st Earn-Out Period and is not cureable during the 2ND Earn-Out Period, all Earn-Out Payments shall be paid); provided that the Stockholders' Representative shall be entitled to raise such matter for discussion during the quarterly discussions; provided, that any dispute mechanism or early payment of the Earn-Out Payments will be triggered only at the end of each Earn-Out Period. In the event that such a claim is made, the parties shall discuss such matter in good faith and the provisions of Section 1.12(c) shall apply to any dispute relating thereto. A "Triggering Event" shall mean the occurrence of any extreme event relating to the Company's or the Surviving Corporation's business caused by the actions or omissions of the Parent or its Affiliates, such as any of the events listed below, provided that in any event (including the below), a Triggering Event shall only be deemed to occur if such event (i) materially adversely impacts the Company's and/or Surviving Corporation's business, including sales of the Company Products during any of the Earn-Out Periods; and (ii) has not been cured in a timely manner during the Earn-Out Period in which such event has occurred. For the purpose of determining whether a Triggering Event has occurred, all Parent actions with respect to the Company Products and business during the relevant Earn-Out Period shall be taken as a whole including events that have a positive impact on the sales of the Company Products. Subject to the foregoing, Triggering Events include (but not limited to) the following events:

(i) in the event that the Parent ceases to have substantial operations in the Company's field of business; or

(ii) in the event that the Parent has significantly reduced all sales efforts, direct and indirect (through third parties), regardless of whether such efforts are successful or not, with respect to all of the Company's Products;

(iii) in the event that Surviving Corporation's line of business is sold or transferred to a third party; or

(iv) in the event of a decrease in the number of sales persons in the North America region or the European region to less than one sales person; for the purpose of this clause, a sales person should have substantially the same qualifications and experience to sell Company's Products (or similar products) as the Company's sales persons in office as of the date hereof.

1.13 Withholding. The Parent and the Merger Sub, the Escrow Agent and the Paying Agent, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Company Holder such amounts as the Parent is required to deduct and withhold with respect to such payment under the Code or the Israeli Income Tax Ordinance [New Version] 1961, as amended (the "Ordinance"), or other applicable Tax law and practice, unless, within five (5) Business Days prior to such deduction and withholding, such Company Holder provides the Parent (together with the signed Letter of Transmittal) an unequivocal approval or certification from the applicable Taxing Authorities instructing the Parent otherwise; provided that no withholding shall be made in connection with the payment from the Parent to the Paying Agent. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Company Holder in respect of whom such deduction and withholding was made, and Parent shall provide evidence of such withholding as reasonably required and requested by such Company Holder. Any amounts deducted and withheld pursuant to this Section 1.13 shall be remitted to the relevant Taxing Authority in accordance with applicable Law not earlier than 3 Business Days prior to the last day that such Tax payments are due and provided that such Company Holder has not provided a valid reduction or exemption certificate or ruling issued by a relevant Tax authority prior to such day.

1.14 Deposits and Payment Procedures.

(i) Payment of Cash to Stockholders. At the Closing, the Parent shall, or shall cause the Merger Sub to, deposit with the Paying Agent, for payment in accordance with this Article I, an amount in cash equal to each Indemnifying Stockholder's Allocable Portion (from the Distributable Proceeds due to be paid at the Closing) as adjusted in accordance with Section 1.11 minus the First Escrow Amount, all as set forth in the Closing Payment Certificate; provided that any amounts due with respect to the holders of shares of Series AA Preferred Stock, shall be deposited, as applicable, with (A) the Company for payment to the participants thereof that are not subject to Section 102, pursuant to the standard payroll procedures of the Company, or (B) the Person acting as a trustee pursuant to Section 102 for payment to the participants thereof that are subject to Section 102.

(ii) Deposit of Escrow Amount; Establishment of Escrow Fund. The Parent shall, or shall cause the Merger Sub to, deposit with the Escrow Agent that amount of cash equal to the First Escrow Amount out of the Purchase Price in order to support the Stockholders' indemnification obligations under Article VII. The Second Escrow Amount shall be deposited with the Escrow Agent only in the event the First Earn-Out Payment (in whole or in part) is payable (and out of the First Earn-Out Payment), in accordance with the terms and conditions of the Earn-Out Payments set forth in Exhibit G. The First Escrow Amount and the Second Escrow Amount (if deposited subject to the terms herein), when deposited with the Escrow Agent shall constitute the Escrow Fund and be subject to the terms and provisions set forth herein and in the Escrow Agreement attached hereto as Exhibit B. The portion of the Escrow Amount allocable to an Indemnifying Stockholder (not including a holder of Dissenting Shares) shall be determined in accordance with the Allocable Portion of each such Stockholder. For the avoidance of doubt, if the First Earn-Out Payment earned (if any) is not sufficient to cover the full Second Escrow Amount, the Indemnifying Stockholders shall not be required to deposit any portion of the Second Escrow Amount except for First Earn-Out Payment actually earned and is being deposited by Parent pursuant to this Agreement. In the event that the Investment Banker shall be entitled to any consideration relating to the release of the Escrow Funds, such consideration shall be deducted from the Escrow Funds to be released to the Indemnifying Stockholders (to the extent such payment has not been accrued for in the Net Working Capital calculations).

(b) Delivery of Company Shares Certificates. As soon as reasonably practicable after the date hereof, the Company shall cause to be mailed to each holder of record of certificates of Company Shares (the "Company Share Certificates") that are to be converted into the right to receive a cash payment pursuant to Section 1.6 at the address registered with the Company for each such Stockholder (i) a letter of transmittal in the form attached hereto as Schedule 1.14(b) (the "Letter of Transmittal"); and (ii) instructions for use in effecting the surrender of the Company Share Certificates in exchange for the applicable cash amount provided herein. At the Closing, upon surrender of a Company Share Certificate for cancellation to the Parent (or a suitable affidavit as set forth in Section 1.12(h)), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Share Certificate shall be entitled to receive from the Parent (through the Paying Agent) upon the surrender thereof the cash amount, to which such Stockholder is entitled pursuant to Section 1.6, and the Company Share Certificates so surrendered shall be cancelled. Until surrendered, each outstanding Company Share Certificate will be deemed from and after the Effective Time, for all purposes to evidence only the right to receive the cash amount (without interest) into which such Company Shares shall have been so converted. No amount will be paid to the holder of any unsurrendered Company Share Certificate with respect to Company Shares until the holder of record of such Company Share Certificate shall surrender such Company Share Certificate (or provide a suitable affidavit as set forth in Section 1.12(h)) and the Letter of Transmittal pursuant hereto.

(c) Transfers of Ownership. If any cash amounts are to be disbursed pursuant to Section 1.6 hereof to any Person other than the Person whose name is reflected on the Company Share Certificate surrendered in exchange therefor, it will be a condition of the issuance or delivery thereof that (i) the Company Share Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and (ii) the person requesting such payment will have paid to the Parent, or any agent designated by it, any transfer or other Taxes required by reason of the issuance of payment in any name other than that of the registered holder of the Company Share Certificate surrendered, or established to the satisfaction of the Parent or any agent designated by it that such Tax has been paid or is not payable.

(d) No Interest With Respect to Company Securities. Without derogating from the obligations of the Parent or the Merger Sub to timely pay all amounts due hereunder, no interest will be paid to the holder of any unsurrendered Company Share Certificate with respect to any cash amount payable in respect of the Company Shares represented thereby.

(e) Lost, Stolen or Destroyed Certificates. In the event that any Company Share Certificate shall have been lost, stolen or destroyed, the Stockholder who owns such Company Share Certificate shall deliver an affidavit of that fact to the Parent; provided that the Parent may, in its discretion, require such Stockholder to provide an indemnity as the Parent may reasonably require as indemnity against any claim that may be made against the Surviving Corporation or the Parent with respect to the applicable Company Share Certificate alleged to have been lost, stolen or destroyed.

(f) No Further Ownership Rights in Company Capital Stock. All cash amounts paid in respect of the surrender for exchange of Company Shares, Company Options shall be deemed to be full satisfaction of all rights pertaining to such Company Shares, Company Options and there shall be no further registration of transfers on the records of the Company or the Surviving Corporation of Company Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates, Company Options are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

(g) No Liability. Notwithstanding anything to the contrary, none of the Parent, the Merger Sub, the Paying Agent, nor any other party hereto shall be liable to any Company Holder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. Notice of any such payment shall be delivered to the applicable Company Holder promptly thereafter.

ARTICLE II REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

Except as set forth in the Company's disclosure schedules dated as of the date of this Agreement and delivered to the Parent and the Merger Sub herewith (the "Company Disclosure Schedules"), the Company represents and warrants to the Parent and the Merger Sub that the statements contained in this Article II are true and correct as of the date of this Agreement and will be true and correct in all material respects as of the Closing Date.

2.1 Organization; Corporate Power.

(a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified, licensed or admitted to do business and, to the extent applicable, in good standing as a foreign corporation in, all jurisdictions in which its ownership, use, licensing or leasing of its property or the conduct of business requires it to be qualified except where failure to be so qualified would not have a Material Adverse Effect. Schedule 2.1 sets forth each jurisdiction, whether foreign, federal, state or local, in which the Company is qualified to do business.

(b) The Company possesses all requisite corporate power and authority necessary to own, operate and lease and license its properties, to carry on its business as now conducted and as presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the other Transaction Documents to which the Company is a party.

(c) Copies of the Company's organizational documents have been provided to the Parent and reflect all amendments made thereto at any time prior to the date hereof and are true, correct and complete.

2.2 Capitalization and Related Matters.

(a) The authorized capital stock of the Company consists only of seventy two million seven hundred thousand (72,700,000) shares of Common Stock, of which (i) sixty eight million (68,000,000) are designated as Common Stock, of which 5,866,880 are issued and outstanding; (ii) three million three hundred fifty thousand (3,350,000) shares are designated as Common A Stock, of which 3,335,278 are issued and outstanding; (iii) one million three hundred fifty thousand (1,350,000) shares are designated as Common B Stock, of which 926,684 are issued and outstanding, and forty five million two hundred thousand (45,200,000) shares of Preferred Stock, of which (i) 10,000,000 shares are designated as Series AA Preferred Stock, none of which are issued and outstanding as of the date hereof, (ii) two million one hundred thousand (2,100,000) shares are designated as Series A-1 Preferred Stock, of which 2,089,809 are issued and outstanding as of the date hereof, and (iii) seven million two hundred thousand (7,200,000) shares are designated as Series B Preferred, of which 6,813,622 are issued and outstanding as of the date hereof, (iv) Five Million Four Hundred Thousand (5,400,000) shares are designated as Series C Preferred, of which 5,300,024 are issued and outstanding as of the date hereof; (v) Thirty Million Five Hundred Thousand (30,500,000) shares are designated as Series D Preferred, of which 17,134,596 are issued and outstanding as of the date hereof. The Company has reserved 12,321,750 shares of Common Stock for issuance under the Company Option Plans, of which options to purchase an aggregate of 9,240,895 shares are issued and outstanding as of the date of this Agreement, and 2,580,170 of which remain available for issuance under the Company Option Plans as of the date of this Agreement. Other than under the Company Option Plan, there are no issued and outstanding warrants or similar instruments to purchase Company Shares. All of the issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable federal, state and foreign securities Laws. No shares of Common Stock or Preferred Stock are held in treasury or are authorized or reserved for issuance. There are no accrued but unpaid dividends payable by the Company on any Company Shares.

(b) Schedule 2.2(b) sets forth a true and complete list of (X) the Stockholders, listing for each Stockholder: (A) his, her or its name and (B) the number of shares of Common Stock and Preferred Stock owned by such Stockholder, and (Y) the holders of Company Options, listing for each such holder: (A) his, her or its name and (B) the number of options to purchase shares of Common Stock and Preferred Stock owned by such Stockholder. The Capitalization Table to be delivered prior to the Closing Date is complete and accurate in all respects as of the Closing Date.

(c) Except for the Company Securities, there are no outstanding (i) shares of capital stock of the Company; (ii) securities of the Company convertible into or exchangeable for shares of capital stock of the Company or containing any profit participation features; or (iii) options, warrants, calls, subscriptions or other rights to acquire from the Company or other obligations of the Company to issue, any capital stock or securities convertible into or exchangeable for capital stock of the Company or any equity appreciation rights or phantom equity plans, whether granted under the Company Option Plans or otherwise. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire or retire for value any Company Securities. Except as set forth in Schedule 2.2(c), there are no statutory or contractual preemptive or similar rights, rights of first refusal or registration rights with respect to the Company Securities to which the Company is a party. Except as set forth in Schedule 2.2(c), there are no agreements to which the Company is a party with respect to the voting or transfer of the Company Securities. The Company has not violated any applicable federal, state or foreign securities Laws or any preemptive or similar rights created by statute, organizational document or agreement to which the Company is a party in connection with the offer, sale or issuance of any of the Company Securities. There is no liability for, or obligation of the Company with respect to, the payment of dividends, distributions or similar participation interests declared or accumulated but unpaid with respect to any Equity Interests of the Company, and there are no restrictions of any kind which prevent the payment of the foregoing by the Company. The allocation of the Distributable Proceeds to the holders of Series AA Preferred Stock, including the designation of the recipients of such shares and the allocation among such recipients, has been duly adopted and will be effected in accordance with the Certificate of Incorporation, in compliance with all applicable Laws and without breaching any Contract or other obligation or undertaking to which the Company is a party.

(d) Except for the Company Option Plans and as set forth on Schedule 2.2(d), the Company has not adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. Schedule 2.2(d) sets forth for each Company Option outstanding as of the date of this Agreement: (A) the name of the holder of such Company Option; (B) the number of Company Shares issuable upon the exercise of such Company Option; (C) the exercise price of such Company Option; (D) the date of grant of such Company Option; (E) the date of expiration of such Company Option; and (F) the vesting schedule for such Company Option, including the extent vested to date and whether the vesting of such Company Option is subject to acceleration as a result of the transactions contemplated by the Transaction Documents or any other events; and (G) whether any Company Option is a nonstatutory option or intended to qualify as an incentive stock option as defined in Section 422 of the Code. Each grant of Company Options was duly authorized Except as set forth on Schedule 2.2(d), as of the date of this Agreement, all holders of Company Options are current employees of the Company.

2.3 Subsidiaries.

(a) Schedule 2.3(a) lists each Subsidiaries' type of entity, jurisdiction and date of incorporation or organization, authorized Equity Interests, the number and type of its issued and outstanding Equity Interests, and the current ownership of such Equity Interests.

(b) Except for the Subsidiaries, there are no other corporations, limited liability companies, partnerships, joint ventures, associations or other entities or Persons in which the Company or its Subsidiaries owns, of record or beneficially, any direct or indirect Equity Interest or any right (contingent or otherwise).

(c) Each of the Subsidiaries (i) is duly organized and validly existing under the laws of its state of incorporation, is duly qualified, licensed or admitted to do business and, to the extent applicable, in good standing as a foreign corporation in, all other jurisdictions in which its ownership or use, licensing or leasing of its property or the conduct of business requires it to be qualified except where failure to be so qualified would not have a Material Adverse Effect, and (ii) possesses all requisite organizational power and authority to own, operate, lease or license its properties, to carry on its business as now conducted or as presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the other Transaction Documents. Copies of each of the Subsidiaries' organizational documents have been provided or made available to the Parent and reflect all amendments made thereto at any time prior to the date hereof and are true, correct and complete. Each of the Subsidiaries is not in violation of any provision of its organizational documents.

(d) All of the issued and outstanding shares of capital stock of each of the Subsidiaries has been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in Schedule 2.3(a), the Company owns (beneficially and of record) all of the outstanding Equity Interests of the Subsidiaries, free and clear of any Liens, other than restrictions on transfer arising under applicable federal and state securities Laws and the organizational documents of such Subsidiary. Except as set forth on Schedule 2.3 (d), there are no outstanding Equity Interests of the Subsidiaries. There are no outstanding obligations of the Company or its Subsidiaries to repurchase, redeem or otherwise acquire or retire for value any Equity Interest of the Subsidiaries. There are no statutory or contractual preemptive or similar rights, rights of first refusal or registration rights with respect to any Equity Interest of the Subsidiaries except as may be set forth in the organizational documents of each Subsidiary. There are no agreements with respect to the voting or transfer of any Equity Interest of the Subsidiaries except as may be set forth in the organizational documents of each Subsidiary.

(e) The Subsidiaries have not violated any applicable foreign, federal or state securities Laws or any preemptive or similar rights created by statute, organizational document or agreement in connection with the offer, sale or issuance of any Equity Interest of the Subsidiaries. There is no Liability for, or obligation with respect to, the payment of dividends, distributions or similar participation interests declared or accumulated but unpaid with respect to any Equity Interest of the Subsidiaries, and, except as set forth on Schedule 2.3(d), there are no restrictions of any kind which prevent the payment of the foregoing by the Subsidiaries.

(f) e-Glue USA Inc. PA has no existing Liability, has not entered into, and is not a party to, any Contract or other obligation, has never engaged any contractor, employee or consultant, or has ever conducted any business activities, and has not issued any share capital.

2.4 Authorization. The Company possesses all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by the Company. All corporate actions and proceedings required to be taken by or on the part of the Company to authorize and permit the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party have been duly and properly taken, except for, to the extent required by the transactions contemplated by the Transaction Documents, any vote or consent of the Stockholders approving such transactions, which vote or consent has been obtained prior to the Closing Date. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and each other Transaction Document to which the Company is a party constitutes or will constitute, when so duly and validly executed and delivered, a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.5 No Conflict; Required Filings and Consents.

(a) The execution and delivery by the Company of this Agreement does not, and the execution and delivery by the Company of the other Transaction Documents to which the Company is a party and the performance of this Agreement and such other Transaction Documents will not, (i) conflict with or violate any provision of the organizational documents of the Company or its Subsidiaries; (ii) assuming that all consents, approvals, authorizations and permits set forth on Schedule 2.5(b) have been obtained and all filings and notifications set forth on Schedule 2.5(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Company, its Subsidiaries or any of their respective Affiliates or by which any property or asset of the Company, its Subsidiaries or any of their respective Affiliates is bound or affected; (iii) except as set forth on Schedule 2.5(a), (A) require any consent or approval under, (B) require the making of any filing with or the giving of notice to any Person under, (C) result in any material violation or breach of or any substantial loss of any benefit under, (D) constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or (E) give to others any right of termination, vesting, amendment, acceleration or cancellation of, any material Contract to which the Company or any of the Subsidiaries is a party or to which the Assets and Properties are bound; (iv) result in the creation or imposition of a Lien on any Assets and Properties of the Company, any of its Subsidiaries or any of their respective Affiliates; or (v) cause the Company, any of its Subsidiaries or any of their respective Affiliates to become subject to, or to become liable for the payment of, any Tax.

(b) Except as set forth on Schedule 2.5(b), the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is a party does not, and the performance of this Agreement and such other Transaction Documents by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity.

2.6 Books and Records; Organizational Documents. The minute books and stock record books and other similar records of the Company and its Subsidiaries have been provided or made available to Parent or its counsel prior to the execution of this Agreement, and are complete and correct in all material respects. Such minute books contain a true and complete record of all significant actions taken at all meetings and by all written consents in lieu of meetings of the stockholders, directors, committees of the board of directors of the Company and its Subsidiaries from the date of the Company's and/or Subsidiaries incorporation or formation through the date hereof.

2.7 Financial Statements.

(a) The Company has delivered to the Parent true, correct and complete copies of the Company's (a) consolidated balance sheet and profit and loss report as of March 31, 2010 based on the details and information existing in the Company's systems as of the date hereof (the "Q1 Report"), (b) audited consolidated balance sheets and related audited consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal years ended December 31, 2008, and 2007 (the "Audited Financial Statements"), and (c) a draft of the unaudited consolidated balance sheets and related unaudited consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal years ended December 31, 2009 (the "Latest Balance Sheet") (the "2009 Unaudited Financial Statements, and together with the Q1 Report and the Audited Financial Statements, the "Company Financial Statements"). Each of the foregoing financial statements (including in all cases the notes and schedules thereto, if any) (i) is true and complete in all material respects in accordance with GAAP (except that the Q1 Report and the Latest Balance Sheet do not include a statement of changes in stockholders' equity report but include the equity line item in the balance sheet); (ii) is consistent with the books and records of the Company and each of its Subsidiaries (which, in turn, are accurate and complete in all material respects); (iii) has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except that the Q1 Report and the Latest Balance Sheet do not include change in stockholders' equity report); and (iv) presents fairly in all material respects in accordance with GAAP the consolidated financial condition, results of operations stockholders' equity (except with respect to the Latest Balance Sheet and Q1 Report which do not include change in stockholders' equity report) and cash flow of the Company and its Subsidiaries as of the dates and for the periods referred to therein, subject to normal year-end adjustments and the absence of notes with respect to the Q1 Report and the Latest Balance Sheet. Since January 1, 2010, there has been no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company. During the said periods of the Company's Financial Statements, no audit firm has ever declined or indicated its inability to issue an opinion with respect to any financial statements of the Company.

(b) Except as set forth in Schedule 2.7(b), the Company has at all times (i) made and kept accurate books and records in all material respects in accordance with GAAP and (ii) maintained, enforced and complied with internal accounting controls that have at all times provided reasonable assurance that (A) transactions are (and have been) executed in accordance with management's authorization, (B) transactions are (and have been) recorded as necessary to permit preparation of its financial statements and to maintain accountability for its Assets and Properties, (C) the reported accountability for its Assets and Properties is (and has been) compared with existing Assets and Properties at reasonable intervals, (D) all information required to be reported or reflected in the Company Financial Statements is (and has been) recorded, processed and summarized and reported to the appropriate members of the Company's management and made available to the Company's auditors. During the periods covered by the Company Financial Statements, there has been no fraud, whether or not material, involving any member of the Company's board of directors or management or to the Company's Actual Knowledge, any other employee of the Company who has a significant role in the Company's internal control over financial reporting.

2.8 Absence of Undisclosed Liabilities. Except as set forth in Schedule 2.8, the Company has no Liability, except for Liabilities (a) reflected or reserved against on the face of the Latest Balance Sheet to the extent required by GAAP; (b) incurred in connection with the execution of this Agreement; (c) of the type reflected on the face of the Latest Balance Sheet which have arisen since the date of the Latest Balance Sheet in the ordinary course of business that are less than US$100,000 individually or that with all other such Liabilities do not exceed US$200,000 in the aggregate.

2.9 Absence of Certain Developments. Since January 1, 2010, the Company has conducted its business in the ordinary course and there has not occurred any event or development that, individually or in the aggregate, has had or would reasonably likely be expected to have a Material Adverse Effect. Since January 1, 2010 the Company has not:

(a) sold, leased, licensed (as licensor), assigned, disposed of or transferred (including transfers to the Company or any of its respective employees or Affiliates) any of its Assets and Properties, except for licenses to customers in the ordinary course of business;

(b) mortgaged, pledged or subjected to any Lien any portion of its Assets and Properties;

(c) made or agreed to make any capital expenditure or commitment for additions to property, plant or equipment of the Company constituting capital assets in an amount exceeding $75,000 in the case of any individual expenditure or $150,000 in the aggregate;

(d) acquired (including, by merger, consolidation, or acquisition of stock or Assets and Properties) any Equity Interest in any Person or any division thereof or any Assets and Properties, other than acquisitions of Assets and Properties in the ordinary course of business;

(e) incurred any indebtedness or assumed or guaranteed the obligations of any Person;

(f) entered into any strategic alliance, joint development or joint marketing Contract or any other Contract with a third party that is not on arm's length terms or is not in the ordinary course of business;

(g) amended (in any material respect), modified (in any material respect), accelerated or terminated any material Contract to which the Company, its Subsidiaries or the Assets and Properties are bound;

(h) entered into or amended (in any material respect) any Contract pursuant to which any other Person is granted manufacturing, marketing, distribution, licensing or similar rights of any type or scope with respect to any Company Product, service or technology of the Company, Company Intellectual Property or Company In-Licensed Intellectual Property, other than as contemplated by the Contracts and Licenses disclosed in the Company Disclosure Schedules;

(i) issued, sold, pledged, disposed of, encumbered or transferred any Equity Interests of the Company;

(j) declared, set aside, or distributed any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its capital stock (or other Equity Interests), or entered into any Contract with respect to the voting of its capital stock (or other Equity Interests);

(k) reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock (or other Equity Interests);

(l) waived, released, assigned, settled or compromised any material rights or claims, or any material litigation or arbitration;

(m) disclosed any trade secrets (including source code for the Company Technology) or other proprietary and confidential information to any Person that is not subject to any confidentiality or non-disclosure agreement;

(n) suffered theft, damage, destruction or casualty loss to its Assets and Properties, whether or not covered by insurance;

(o) except as required to comply with applicable Law or any Employee Benefit Plan in effect as of January 1, 2010, (i) granted to any current or former director, officer, employee or consultant of the Company (each, a "Participant") any increase in compensation or benefits (except in the case of non-management level employees, any increase in compensation or benefits in the ordinary course of business consistent with past practice); (ii) granted to any Participant any increase in target bonus opportunity except in the ordinary course of business; (iii) granted to any Participant any right to receive, or any increase in, change of control, retention, severance or termination pay; (iv) established, adopted, entered into or amended any Employee Benefit Plan or collective bargaining agreement (except to reflect changes in plan administration or in the ordinary course of business consistent with past practice); or (v) took any action to accelerate the vesting or payment of any compensation or benefits under any Employee Benefit Plan or took any action to fund or in any other way secure the payment of compensation or benefits under any Employee Benefit Plan;

• (p) made loans or advances to, guarantees for the benefit of, or any investments in, any Person which are outstanding as of the date hereof;
• (q) forgave any loans to directors, officers, employees or any of their respective Affiliates;
• (r) made any change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Entity;

(s) (i) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; (ii) delayed or accelerated payment of any account payable in advance of its due date or the date such liability would have been paid in the ordinary course of business; (iii) made any changes to cash management policies; (iv) delayed or postponed the repair or maintenance of their properties; or (v) varied any inventory purchase practices in any material respect from past practices;

(t) written up, written down or written off the book value of any Assets and Properties, except for depreciation and amortization in accordance with GAAP consistently applied;

(u) failed to pay or otherwise satisfy any Liability of the Company presently due and payable, except such Liabilities which are being contested in good faith by appropriate means or procedures and which, both individually and in the aggregate, are immaterial in amount;

(v) failed to renew any insurance policy; no insurance policy of the Company has been cancelled or materially amended; and the Company has given all notices and presented all claims (if any) under all such policies in a timely fashion;

(w) made or changed any Tax election, settled or compromised any claim, notice, audit report or assessment in respect of Taxes, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any amended Tax Return, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, surrendered any right to claim a Tax refund, or consented to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or

(x) agreed or committed to do any of the foregoing.

2.10 Tangible Assets. The Company has good and marketable title to, a valid leasehold interest in or a valid license to use, all the tangible properties and assets used by it, located on it's premises, or shown on the Latest Balance Sheet or acquired thereafter (the "Tangible Assets"), free and clear of all Liens except for Liens pursuant to the Plenus Loan Agreement. The Tangible Assets are in good operating condition (normal wear and tear excepted), and are fit in all material respects for use in the ordinary course of business. The Company has good and marketable title to, a valid leasehold interest in, or a valid license to use, all the material tangible properties and assets necessary or desirable for the current and proposed operation of its business.

2.11 Intellectual Property.

(a) Schedule 2.11(a) contains a true and complete list of all Company Registered Intellectual Property as of the date hereof, including the following: (i) for each patent and patent application, the patent number or application serial number for each jurisdiction in which the patent or application has been filed or from which the registration was issued, such jurisdiction, the date of filing or issuance and the present status thereof; (ii) for each registered trademark, trade name or service mark (including all trademarks, trade names, or service marks that the Company has used with the intent of creating or benefiting from any common law rights relating to such marks), the application serial number or registration number, for each country, province or state in which the mark or application has been filed or from which the registration issued, such country, province or state, the date of filing or issuance, the class of goods covered, and the present status thereof; (iii) any URL or domain name; (iv) each registered mask work; (v) for each registered copyrighted work, the number and date of registration for each by country, province and state in which a copyright application has been registered, and (vi) any Actions pending as of the date hereof before any Governmental Entity (including the PTO or equivalent authority anywhere in the world) relating to any of the Company Registered Intellectual Property.

(b) Schedule 2.11(b) sets forth all Contracts and Licenses to which the Company is a party with respect to any Intellectual Property other than Non-Critical Software and Open Source Software, including a true and complete list of all Licenses and other Contracts pursuant to which the Company is granted rights in any Company In-Licensed Intellectual Property (excluding any Open Source Software and Non-Critical Software) (i) embedded or incorporated into or distributed with any Company Product, (ii) used by the Company in the development or support of any Company Product, or (iii) used or held for use by the Company for any other purpose (excluding, for purposes of subsection (iii) only, any Non-Critical Software).

(c) The Company Registered Intellectual Property is valid and subsisting, and all necessary registration, maintenance, renewal fees, annuity fees and taxes in connection with such Company Registered Intellectual Property have been paid (to the extent such are due for payment prior to the date hereof) and all necessary documents and certificates in connection with such Company Registered Intellectual Property (to the extent such are due for filing prior to the date hereof) have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Company Registered Intellectual Property, and all assignments (and licenses where required) of the Company Registered Intellectual Property have been duly recorded with the appropriate Governmental Entity. Schedule 2.11(c)(i) includes a true and complete list of the next material actions that must be taken within sixty (60) days after the Closing with respect to any of the Company Registered Intellectual Property, including the payment of any registration, maintenance, renewal fee, annuity fee and Tax or the filing of any document, application or certificate for the purposes of maintaining, perfecting or preserving or renewing any Company Registered Intellectual Property. In each case in which the Company has acquired ownership of any Intellectual Property from any Person, the Company has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Intellectual Property, including, except as set forth on Schedule 2.11(c) (ii), the right to seek past and future damages with respect to such Intellectual Property, to the Company. The Company has recorded each such assignment of Registered Intellectual Property with the relevant Governmental Entity, including the PTO, the U.S. Copyright Office, or their respective equivalents in all relevant foreign jurisdictions, as the case may be to the extent necessary in order to comply with any registration requirements. The Company has not made any claim of a particular status, including "small entity status," in the application for any Intellectual Property which was either inaccurate when made or was thereafter denied or withdrawn.

(d) The Company has complied in all material aspects with the duty of candor and disclosure to the PTO and any relevant foreign patent office with respect to all patent applications filed by or on behalf of the Company and has made no material misrepresentation in such patent applications. The Company has no Knowledge (and without conducting any inquiry of third parties, patent search or a "freedom to operate" study) of any information that would preclude the Company from having clear title to such patent applications and to the patents which have issued or which may issue therefrom.

(e) The Company Intellectual Property and Company In-Licensed Intellectual Property includes all the Intellectual Property used in and/or necessary for the conduct of its business, including Intellectual Property necessary for the design, development, distribution, marketing, manufacture, use, import, license and sale of the Company Products. The Company (i) owns all right, title and interest in and to the Company Registered Intellectual Property and Company Technology, free and clear of any Liens except under the Plenus Loan Agreement, and (ii) has all right, title and interest in, to and under, or valid and enforceable rights under Contracts to use, all other Intellectual Property and Technology, including Company In-Licensed Intellectual Property, used in and/or necessary for the conduct of its business, including Intellectual Property necessary for the design, development, distribution, marketing, manufacture, use, import, license and sale of the Company Products. All such licensed Intellectual Property and rights to use Technology will not cease to be valid and enforceable rights of the Company solely by reason of the execution, delivery and performance of this Agreement, or by any ancillary agreements executed in connection with this Agreement, or the consummation of the transactions contemplated hereby or thereby. Any Intellectual Property developed by the Company for a customer and which belongs to such customer has not, and is not required to be, used in the conduct of the Company's business, as currently conducted (excluding for the avoidance of doubt, general skills, know how and knowledge related to the Company's Intellectual Property acquired during the provisions of services to such customer which does not belong to such customer).

(f) None of the Company Intellectual Property is required to be licensed under any forum, consortium or other standards body agreement. The Company has not made any written submission to, and is not subject to any agreement with, any standards bodies or other entities for a determination of essentiality to or inclusion in an industry standard or that would obligate the Company to grant licenses to or otherwise impair its control of the Company Intellectual Property, the Company Technology or the Company Products, nor has any third-party request been made therefor.

(g) Except as set forth in Schedule 2.11(g), no Open Source Software is incorporated (either directly by the Company, or indirectly, by the incorporation of third party software that itself incorporates Open Source Software) into any of the Company Products. The Company has not used any Open Source Software that (i) creates or imposes, or purports to create or impose, any obligation on the Company with respect to any Company Product, or (ii) grants, or purports to grant, to any third party, any rights or immunities under Intellectual Property, including by using any Open Source Software that requires, as a condition of use, modification and/or distribution of such Open Source Software that other software incorporated into, derived from or distributed with such Open Source Software be (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) be redistributable at no charge. None of the Company Products contains, to the Company's Knowledge, any Harmful Code, and the Company has used commercially reasonable efforts to prevent the introduction of such Harmful Code to all Software that is incorporated in or provided with the Company Products.

(h) To the Company's Knowledge, there is no Contract or License between the Company and any other Person with respect to Company Intellectual Property or Company In-Licensed Intellectual Property under which there is any dispute regarding the scope of such Contract or License, or performance under such Contract or License, including with respect to any payment to be made or received by the Company thereunder. The Company is not bound by, and no Company Intellectual Property, or Company Technology is subject to, any agreement or arrangement containing any covenant or other provision that in any way limits or restricts the ability of the Company to use, exploit, assert, or enforce any Company Intellectual Property, or Company Technology anywhere in the world. The Company has not transferred ownership of, or granted any exclusive license with respect to, any Company Intellectual Property, or Company Technology to any other Person. Except as set forth in Schedule 2.11(h), the Company is not obligated to provide any consideration (whether financial or otherwise) or account to any third party with respect to any exercise of rights by the Company, or any successor to the Company, in any Company Intellectual Property, Company In-Licensed Intellectual Property, Company Technology, or Company Product.

(i) To the Knowledge of the Company (without conducting any inquiry of third parties, patent search or a "freedom to operate" study), no Person violated, infringed upon, misappropriated, or otherwise misused any Company Intellectual Property or is currently doing so. The Company has not brought any Action for infringement of Intellectual Property or breach of any License or Contract involving Intellectual Property against any Person. There is no Action pending or, to the Knowledge of the Company, threatened in writing (i) alleging infringement, misappropriation or any other violation of any Intellectual Property of any Person by the Company or any of their respective products or services, or (ii) challenging the scope, ownership, validity, or enforceability of any Company Intellectual Property. Without limiting the foregoing, no interference, opposition, reexamination, or other legal proceeding initiated by a third party is or has been pending or, to the Company's Actual Knowledge, threatened in writing, in which the scope, validity, or enforceability of any of the Company Intellectual Property is being or has been challenged. None of the Company Intellectual Property or to the Company's Actual Knowledge Company In-Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part and, to the Knowledge of the Company, all Company Intellectual Property is valid and enforceable (without conducting any inquiry of third parties, patent search or a "freedom to operate" study). None of the Company Intellectual Property, or the Company Technology is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Entity (other than office actions and correspondence regarding pending patent applications and trademark applications) restricting the rights of the Company with respect thereto.

(j) The operation of the Company's business, including the design, development, distribution, marketing, manufacture, use, import, license, and sale of Company Products, or Company Technology, or exploitation of the Company Intellectual Property does not (i) infringe the Intellectual Property of any Person, (ii) violate any term or provision of any License or Contract concerning such Intellectual Property to which the Company is a party to; or (iii) constitute unfair competition or an unfair trade practice under any Law. No Person has (A) commenced, or provided written notice to the Company that it intends to commence, an Action, or (B) provided written notice to Company, alleging that, in each case (x) any of the Company Products, or Company Technology, or exploitation of the Company Intellectual Property or Company In-Licensed Intellectual Property or any Intellectual Property, including the Company Intellectual Property and Company In-Licensed Intellectual Property, presently embodied, or proposed to be embodied, in any of the Company Products, or Company Technology or utilized in the Company's business infringes or otherwise violates the Intellectual Property of such Person or constitutes unfair competition or trade practices under any Law, (y) any such Intellectual Property is available for licensing from a putative or potential licensor providing the notice, or (z) otherwise alleges that the Company does not own or have the right to exploit the Company Products, Company Technology, or any such Intellectual Property, including the Company Intellectual Property and Company In-Licensed Intellectual Property.

(k) The Company has taken reasonable steps consistent with industry standard practices to safeguard and maintain the secrecy and confidentiality of trade secrets that are material to the Company. Without limiting the generality of the foregoing, (i) to the Company's Actual Knowledge, there has been no infringement of any trade secrets or other confidential Company Intellectual Property Rights or Company Technology used in connection with the business by any Person; (ii) to the Knowledge of the Company, no employee, independent contractor or agent of the Company has misappropriated any trade secrets of any other person in the course of performance as an employee, independent contractor or agent of the Company's business; and (iii) to the Knowledge of the Company, no employee, independent contractor or agent of the Company is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar Contract relating in any way to the protection, ownership, development, use or transfer of the Company Intellectual Property, Company In-Licensed Intellectual Property or Company Technology. The Company has not disclosed any confidential information of the Company that is not pursuant to a confidentiality agreement (or an agreement containing non-disclosure obligations) or any third party confidential information that is protected by a confidentiality agreement (except to the extent permitted by such third party).

(l) The Company has taken all reasonably necessary and appropriate steps to protect and preserve ownership of Company Intellectual Property and its rights to Company In-Licensed Intellectual Property. To the extent that any Company Intellectual Property has been developed, created, conceived or reduced to practice by any Person other than the Company, the Company has a legal, valid and binding written agreement with such Person with respect thereto, enforceable in accordance with its terms, pursuant to which the Company either (i) has obtained ownership of, and is the exclusive owner of, all such Intellectual Property by operation of law or by valid assignment of any such rights or (ii) has obtained an exclusive License under or to such Intellectual Property; and each such agreement, assignment and License is listed in Schedule 2.11(l). Without limiting the generality of the foregoing, the Company has, and enforces, a policy requiring each employee, consultant and independent contractor (who are engaged with development of Company Intellectual Property) to execute proprietary information, confidentiality and invention and copyright assignment agreements, and each current and former employee, consultant and independent contractor of the Company involved in the development of the Company Intellectual Property and/or Company Products has executed such an agreement. Copies of all such agreements with current employees, full time consultants and independent contractors have been provided to the Parent or made available to the Parent for review. In the event that any consultant is concurrently employed by the Company and another Person, the agreement entered into with such consultant includes provisions to the effect that any Company Intellectual Property developed by such a consultant does not belong to such other Person and such agreement does not conflict with such consultant's employment agreement with such other Person.

(m) All rights in, to and under (i) all Intellectual Property created by the Company's founders for or on behalf or in contemplation of the Company (A) prior to the inception of the Company or (B) prior to their commencement of employment with the Company and (ii) the Company Intellectual Property presently embodied in, proposed to be embodied in, or distributed with the Company Products or utilized in the development, manufacture, use or support of the Company Products have been duly and validly assigned to the Company, and the Company has no reason to believe that any such Person is unwilling to provide the Company or the Parent with such cooperation as may reasonably be required to complete and prosecute all appropriate U.S. and foreign patent and copyright filings related thereto.

(n) Except as set forth on Schedule 2.11(n)(i), no Company Intellectual Property, Company Technology, or Company Product is subject to any order, Action, settlement, or "march in" right that restricts, or that could reasonably be expected to restrict, in any manner the use, transfer or licensing of any Company Intellectual Property by the Company or that may affect the validity, use or enforceability of such Company Intellectual Property, Company Technology or Company Product. Except as set forth in Section 2.11(r), no Company Intellectual Property, Company Technology or Company Product is subject to any restriction, constraint, control, supervision or limitation as a result of (i) the receipt or use by the Company or any of their respective current or former directors, officers, employees, independent contractors and consultants of any funding, facilities, personnel or support from any Governmental Entity, foundation or any public or private university, college, or other educational institution or research center in the development of any Company Intellectual Property, Company Technology or Company Product, or (ii) the involvement in, contribution to, or creation or development of any Company Intellectual Property, Company Technology, or Company Product by any current or former director, officer, or independent contractor of or consultant to the Company who performed services for or held any position with any Governmental Entity, foundation or any public or private university, college, or other educational institution or research center other than during a period of time during which such director, officer, employee, independent contractor or consultant also performed services for or held a position with the Company.

(o) The Company has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person, of any source code that is Company Intellectual Property or Company In-Licensed Intellectual Property. Schedule 2.11(o) identifies each Contract to which the Company is a party or by which any of the Assets and Properties of the Company is bound, pursuant to which the Company has deposited or is or may be required to deposit with any escrow holder or other Person performing any similar function any source code that is Company Intellectual Property or Company In-Licensed Intellectual Property. Neither the execution nor the delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement in and of itself will result in (or create any basis for) the release from escrow of any source code that is Company Intellectual Property or Company In-Licensed Intellectual Property.

(p) To the extent necessary, the Company has obtained all approvals for exporting the Company Products outside the United States in accordance with all applicable United States export control, embargo and other regulations, and importing the Company Products into any country in which the Company Products are now sold or licensed for use, and all such export and import approvals in the United States throughout the world are valid, current, outstanding and in full force and effect.

(q) Neither this Agreement nor the Transaction Documents, nor any transaction contemplated by this Agreement or any of the Transaction Documents, will result in the grant of any right or license with respect to the Intellectual Property of the Company to any Person pursuant to any Contract to which the Company is a party or by which any of its Assets and Properties are bound. Following Closing, and without giving effect to any change in the business of the Company following the Closing, the Company will be permitted to continue to exercise all rights under such Contracts to the same extent as the Company would have been able to exercise the same had the transactions contemplated hereby not occurred (except for any circumstances that will restrict or prohibit exercising such rights which are related to the Parent), without payment of any additional amount or consideration other than ongoing fees, royalties or payments which the Company would otherwise have been required to pay.

(r) Schedule 2.11(r) sets forth any and all items of Company Intellectual Property that are subject to the restrictions imposed by the Office of the Chief Scientist (the "OCS") of the Israeli Ministry of Industry, Trade and Labor under the Law for the Encouragement of Industrial Research and Development, 1984 (the "Israeli R&D Law") with respect to "know-how" developed using a grant provided by the OCS.

(s) Schedule 2.11(s) sets forth any and all grants of funding, facilities, personnel or support received from any Governmental Entity, foundation or any public or private university, college, or other educational institution or research center, including OCS. Except as set forth on Schedule 2.11(s), following the Closing, and without giving effect to any change in the business of the Company following the Closing, the Company will be permitted to continue to exercise all rights under such grants to the same extent as the Company would have been able to exercise the same had the transactions contemplated hereby not occurred (except for any circumstances that will restrict or prohibit exercising such rights which are related to the Parent), without payment of any additional amount or consideration other than ongoing fees, royalties or payments which the Company would otherwise have been required to pay.

2.12 Real Property.

(a) The Company does not own any real property or any interests in any real property.

(b) Schedule 2.12(a) sets forth a true, correct and complete list of all real property and interests in real property leased or subleased by the Company as lessee (individually, a "Leased Property" and, collectively, the "Leased Properties") and identifies for each lease of Leased Property (individually, a "Lease" and, collectively, the "Leases") the parties thereto and the address of the property subject thereto (where available). The Company has a good, marketable and valid leasehold interest in each Leased Property. The Company has previously delivered or made available to the Parent true, correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto and there are no other Contracts between the Company and any other Person, claiming an interest in the interest of the Company in the Leased Property or otherwise relating to the use and occupancy of the Leased Real Property. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect against the Company; (ii) none of the Company or, to the Knowledge of the Company, any other party to the Lease is in material breach or default thereunder and, to the Knowledge of the Company, no event has occurred which, with notice or lapse of time or both, would constitute such a material breach or default or permit termination, modification or acceleration under the Lease; (iii) The Company has repudiated any provision of the Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Parent; (vi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease; (vii) the Lease covers the entire estate it purports to cover; and (viii) none of the rights of the Company under any of the Leases will be subject to termination or modification as the result of the transactions contemplated by the Transaction Documents.

(c) All improvements on the Leased Property (A) comply in all material respects with and are operated in accordance with applicable Laws and all applicable Liens, Contracts, covenants and restrictions (including any instrument of record) and (B) are in all material respects in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted.

2.13 Contracts.

(a) Schedule 2.13(a) contains a true and complete list of each of the following types of Contracts to which the Company is a party or by which any of its Assets and Properties is bound (true and complete copies of all such Contracts or, if not reduced to writing, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been provided or made available to Parent prior to the execution of this Agreement):

(i) Each Contract, whether or not made in the ordinary course of business, that contemplates an exchange of consideration with a value of more than $30,000 in aggregate over the term of such Contract (or if there is no fixed terms, pursuant to which the Company reasonably estimates will result in the exchange of consideration with value of more than $30,000 in aggregate).

(ii) All strategic alliance, joint development, joint venture, partnership or other similar Contracts (including letters of intent, terms sheets or draft Contracts related thereto).

(iii) All exclusive sales, distribution or marketing Contracts.

(iv) All Contracts related to the development of any Company Products, or any portion of any Company Products.

(v) All Contracts with suppliers, vendors or service providers (including professional service providers), that are either material to the Company's business or require payment of more than $50,000 in aggregate over the term of such Contract (or if there are no fixed terms, pursuant to which the Company reasonably estimates will result in the exchange of consideration with value of more than $50,000 in aggregate).

(vi) All distributor, reseller, dealer, agency, sales promotion, market research and advertising Contracts and Contracts which compensate any Person not an employee of the Company based on sales of the Company Products.

• (vii) All Contracts that result in a Person holding a power of attorney with respect to the Company or its Subsidiaries.
• (viii) Any Contract with any Person which is not at arm's-length.
• (ix) All Contracts between the Company and its Subsidiaries and between the Subsidiaries.
• (x) All Contracts, whether or not in the ordinary course of business, which are material to the business of the Company.

(b) Schedule 2.13(b) contains a true and complete list of each Contract of the Company (i) not terminable by the Company upon ninety (90) days (or less) notice by the Company without penalty or obligation to make any payment based on such termination, (ii) which prohibits the Company from freely engaging in business or competing with any Person anywhere in the world during any period of time without any limitation or adverse consequences; (iii) that provides any customer with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of the Company, including any Contract which contains a "most favored nation" provision; (iv) which contains performance guarantees; (v) with any Governmental Entity; (vi) that automatically terminates or allows termination by the other party thereto upon consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents; (vii) that includes obligations of the Company to provide future Company Products, other than upgrades and updates under the Company's standard support and maintenance policy; or (viii) that contains any covenant or other provision which limits the Company's ability to stop selling Company Products.

(c) Each Contract required to be disclosed in Schedules 2.13(a) or 2.13(b) is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms against the Company, and to the Knowledge of the Company, each other party thereto; the Company is not, nor has it received any written claim or notice that it is; and to the Actual Knowledge of the Company, no other party to such Contract is, or has received any claim or notice that it is, in material violation or breach of or material default under any such Contract (or with notice or lapse of time or both, would be in material violation or breach of or material default under any such Contract).

(d) Schedule 2.13(d) sets forth a list of all disputes related to any warranties, guarantees and warranty policies of the Company in any Contract with respect of any of the Company's Products and services arising during the preceding two (2) years. To the Knowledge of the Company, there are no facts or circumstances existing that provide a reasonable basis for any claim by any customer of the Company with respect to the material breach by the Company of any warranties, guarantees and/or warranty policies of the Company in any Contract with respect of any of the Company's Products and/or services.

2.14 Insurance. Schedule 2.14 contains a true and complete list (including the names and addresses of the insurers and the expiration dates of the policies and a brief description of the interests insured thereby) of (a) each insurance policy maintained for or on behalf of the Company with respect to their Assets and Properties and businesses (including an indication of whether the coverage was on a claims made, occurrence or other basis) and (b) all claims of the Company that are currently pending or that have been made with an insurance carrier since January 1, 2007. All of such insurance policies are valid and binding and are in full force and effect and will continue in full force and effect following the consummation of the transactions contemplated by the Transaction Documents.

2.15 Litigation. There are no, and during the past three (3) years there have not been any, Actions pending or, to the Company's Knowledge, threatened against or affecting the Company (or pending or, to the Company's Knowledge, threatened against or affecting any of the officers, directors or employees of the Company with respect to its business), or pending or threatened in writing by the Company against any third party, at law or in equity, or before or by any Governmental Entity (including Actions with respect to the transactions contemplated by the Transaction Documents), and to the Knowledge of the Company, there are no facts or circumstances existing that provide a reasonable basis for any of the foregoing. The Company is not the subject of any governmental investigation or inquiry, and to the Knowledge of the Company, there are no facts or circumstances existing that provide a reasonable basis for any of the foregoing. The Company is not subject to any judgment, order or decree of any Governmental Entity.

2.16 Tax Matters.

Except as set forth in Schedule 2.16:

(a) The Company and the Subsidiaries have timely filed with the appropriate Taxing Authority all Tax Returns required to be filed. All such Tax Returns are true, complete and accurate in all material respects. All Taxes due and owing by the Company or the Subsidiaries (whether or not shown on any Tax Returns) have been paid (or if due following the date hereof and prior to the Closing, will be paid) (it is agreed that a Liability for Tax, regardless of whether or not shown due on any Tax Return, assessed, or acknowledged by the Company and the Subsidiaries, is considered due and payable beginning no later than the first day after which a failure to pay such Tax would result in imposition of a penalty (including, for late filing) or interest charge in respect to such Tax). Neither the Company nor any of the Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return, nor has any such extension been requested and still outstanding as of the date hereof. No written claim which is not finally settled has been made by a Taxing Authority in a jurisdiction where the Company or the Subsidiaries do not file Tax Returns that to the Company's Actual Knowledge, it is or may be subject to taxation by that jurisdiction. Neither the Company nor the Subsidiaries have or have had any nexus with any jurisdiction where the Company or the Subsidiaries do not file a Tax Return which nexus would subject it to Tax in such jurisdiction.

(b) The unpaid Taxes of the Company and the Subsidiaries did not, as of the date of the Latest Balance Sheet, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Latest Balance Sheet; it being agreed that for the purpose of the reserve for Tax liability referred to in this subsection (b) the Financial Accounting Standards Board Interpretation (FIN) No. 48 (Accounting for Uncertainty in Income Taxes) shall be disregarded. Since the date of the Latest Balance Sheet, the Company and the Subsidiaries have not incurred any material liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

(c) No material deficiencies for Tax of the Company or the Subsidiaries have been claimed, proposed or assessed in writing by any Taxing Authority that has not been paid or settled. There are no pending or, to the Knowledge of the Company or the Subsidiaries, threatened in writing audits, assessments or other Actions for or relating to any liability in respect of Taxes of the Company or the Subsidiaries, and there are no matters under discussion with any Taxing Authority that are likely to result in an additional material Liability for Taxes with respect to the Company or the Subsidiaries. Excluding as specified in Section 6.1(u), the Company and the Subsidiaries have delivered or made available to the Parent true and complete copies of all Tax Returns of the Company and the Subsidiaries (and their respective predecessors) for all taxable years remaining open under the applicable statute of limitations, and true and complete copies of all examination reports and statements of deficiencies assessed against or agreed to by any of the Company and the Subsidiaries (and their respective predecessors) since 2005. Neither the Company nor the Subsidiaries has (nor has any predecessor) waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver or extension is still in effect, nor has any request been made in writing for any such extension or waiver which request is pending. No power of attorney with respect to any Taxes has been executed or filed with any Taxing Authority, which is still in effect.

(d) There are no Liens for Taxes on any assets of the Company or the Subsidiaries other than Liens for Taxes not yet due and payable or for Taxes that are both (i) being contested in good faith by appropriate proceedings and (ii) for which sufficient reserves have been made.

(e) There are no Tax-sharing agreements or similar arrangements (including indemnity arrangements) with respect to or involving the Company or the Subsidiaries except to the extent any such agreements or arrangements involve only the Company and/or one or more of its Subsidiaries).

(f) Neither the Company nor the Subsidiaries has liability for any Taxes of any Person (other than involving only the Company and/or one or more of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law). Neither the Company nor the Subsidiaries have ever been a member of any consolidated, combined, affiliated, aggregate or unitary group of persons for federal income tax purpose (except for any such group which includes only the Company and one or more Subsidiaries or of which the Company or any Subsidiary is or was the common parent).

(g) The Company and the Subsidiaries have withheld and timely paid all Taxes required to have been withheld and paid and all Forms W-2, 1042, and 1099 required with respect thereto have been properly completed and timely filed.

(h) Neither the Company nor the Subsidiaries will be required to include any material item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of: any (i) installment sale or other transaction on or prior to the Closing Date, (ii) accounting method change, (iii) agreement with any Taxing Authority in place as of the Closing Date, (iv) prepaid amount received on or prior to the Closing Date or (v) intercompany transaction or any excess loss account described in the Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign Tax Law).

(i) The Company and the Subsidiaries (i) have not agreed, and are not required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (ii) have not made an election, and are not required, to treat any of its assets as owned by another Person pursuant to the provisions of former Section 168(f) of the Code or as tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code; (iii) have not acquired and do not own any assets that directly or indirectly secure any debt the interest on which is tax exempt under Section 103(a) of the Code; (iv) have not elected at any time to be treated as an S corporation within the meaning of Sections 1361 or 1362 of the Code; and (v) have not made any of the foregoing elections and is not required to apply any of the foregoing rules under any comparable foreign, state or local Tax provision.

(j) Neither the Company nor the Subsidiaries (i) is a partner for Tax purposes with respect to any joint venture, partnership, or other Contract which is treated as a partnership for Tax purposes, (ii) owns a single member limited liability company which is treated as a disregarded entity, (iii) is a stockholder of a "controlled foreign corporation" as defined in Section 957 of the Code (or any similar provision of state, local or foreign law), or (iv) is a "personal holding company" as defined in Section 542 of the Code (or any similar provision of state, local or foreign law). The Company is not a stockholder in a "passive foreign investment company" within the meaning of Section 1297 of the Code.

(k) Neither the Company nor the US Subsidiary have entered into any transaction identified as a "listed transaction" for purposes of Treasury Regulation Sections 1.6011-4(b)(2) or 301.6111-2(b)(2). The Company and the US Subsidiary have not participated in any "reportable transaction" within the meaning of Section 6707A(c)(1) of the Code or Treasury Regulation Section 1.6011-4(b).

(l) Neither the Company nor any Subsidiary has ever been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(m) Except as set forth in Schedule 2.16(m), neither the Company nor the Subsidiaries have constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (A) in the two (2) years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code), excluding the transactions contemplated by this Agreement.

(n) Neither the Company nor the Subsidiaries has or has had a permanent establishment in any country other than its place of organization, as defined in the applicable Tax treaty or convention between the United States or Israel and such foreign country. None of the Subsidiaries is treated as a U.S. corporation under Section 7874(b) of the Code; and the US Subsidiary is not an "expatriated entity" within the meaning of Section 7874(a)(2) of the Code.

(o) For all periods ending on or before the close of business on the Closing Date for which the statute of limitation has not expired, neither the Company nor the Subsidiaries has any item of income which could constitute subpart F income within the meaning of Section 952 of the Code.

(p) As of the Closing Date, the Subsidiaries other than the US Subsidiary will not hold any material assets which constitute U.S. property within the meaning of Section 956 of the Code.

(q) Neither the Company nor the Subsidiaries has ever participated in (or are participating) in an international boycott within the meaning of Code Section 999.

(r) The Company (i) complies in all material respects with all the relevant requirements of Section 102 of the Ordinance and the regulations promulgated thereunder, with respect to any option or any share issued under the Company Option Plan pursuant to the provisions of such section, and (ii) has complied in all material respects with the requirements of Section 3(i) of the Ordinance with respect to the grant of options or shares to independent contractors or "Controlling Shareholders" (as defined in said section).

(s) The Company and the transactions contemplated hereunder are not subject to any restrictions or limitations pursuant to Part E2 (change of structure and merger) of the Ordinance.

(t) There is no material property or obligation of the Company or the Subsidiaries including but not limited to uncashed checks to vendors, customers, or employees, non-refunded over payments, or credits, that is escheatable to any state or municipality under any applicable escheatment laws as of the date hereof or that may at any time after the date hereof become escheatable to any state or municipality under any applicable escheatable laws**.**

(u) Without limiting the foregoing, none of the Tax Returns contains any position that is, or would be, subject to penalties under Section 6662 of the Code (or any corresponding provisions of state, local or Foreign Law).

(v) Neither the Company nor any of the Subsidiaries will be required to make any payments of any nature whatsoever to any person on account of such person's having liability for amounts payable under Code Section 409A. There is no contract, agreement, plan, or arrangement covering any Person that, individually or collectively, will result in payments that will be subject to the rules of Code Section 409A(a)(1) (pertaining to deferred compensation arrangements*).*

(w) Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any Subsidiary is making any representation or warranty with respect to the amount of any net operating loss or tax credit carryforwards, or the ability to utilize such net operating loss or tax credit carryforwards under Sections 382 or 383 of the Code or otherwise.

2.17 Compliance with Laws and Permits.

(a) During the past three (3) years, (i) the Company has conducted its business in material compliance with all Laws relating to the operation and conduct of its business or any of its properties or facilities; and (ii) the Company has not received written notice (whether material or not) of any violation or alleged violation of any such Laws. No event has occurred, and no condition exists, that would reasonably be expected to (with or without notice or lapse of time) constitute or result directly or indirectly in a material violation by the Company of, or a failure on the part of the Company to comply in all material respects with, any Law relating to the operation and conduct of its business or any of its properties or facilities.

(b) The Company is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company to own, lease and operate their respective properties or to conduct its business consistent with past practice, including, municipal business licenses with respect to any places of business of the Subsidiaries (collectively, the "Permits"). All applications for or renewals of all such Permits have been timely filed and made and no such Permit will expire or be terminated as a result of the consummation of the transactions contemplated by the Transaction Documents. All of such Permits are in full force and effect and will remain in full force and effect immediately following the Closing, and the Company is in compliance with the foregoing without any conflict with the valid rights of others.

(c) The business of the Company does not require the Company to obtain a Permit from the Israeli Ministry of Defense or a related body, including pursuant to Section 2(a) of the Control of Products and Services Order (Engagement in Encryption), 1974, as amended, or otherwise.

2.18 Employees.

(a) The Company is not a party to any collective bargaining agreement and there is no unfair labor practice or labor arbitration or labor board proceedings pending with respect to the Company, or, to the Knowledge of the Company, threatened in writing, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such a complaint or claim. The Company is not subject to, and no employee of the Company benefits from, any extension order (tzavei harchava) or any Contract with respect to the conditions of employment or the termination of employment, except for such orders that apply to employees in general or the industry in which the Subsidiaries operate. To the Knowledge of the Company, there is no organizational effort presently underway or threatened involving any employees of the Company or any of the employees performing work for the Company but provided by an outside employment agency, if any. There has been no work stoppage, strike or other concerted action by employees of the Company.

(b) Each Person who is an employee of the Company is employed at will, and no employee of the Company is represented by a union. Each Person who is a full time independent contractor of the Company is properly classified as an independent contractor for purposes of all employment-related Laws and all Laws concerning the status of independent contractors. Schedule 2.18(b) sets forth, individually and by category, the name of each officer, employee, full time independent contractor and full time consultant, together with his or her position or function, date of hire, annual base salary or wage, vacation entitlement and any applicable incentive, severance or bonus arrangements. Except as indicated in Schedule 2.18(b) next to such person's name, the completion of the transactions contemplated by this Agreement will not result in any payment, increased payment or other compensation becoming due from the Company to any current or former officer, director, or employee of, or consultant to, the Company, and to the Knowledge of the Company no employee of the Company has made any threat, or otherwise revealed an intent in writing, to terminate his or her relationship with the Company, for any reason, including because of the consummation of the transactions contemplated by this Agreement. The Company is not a party to any agreement for the provision of labor from any outside agency. To the Knowledge of the Company, there has been no claim by any employee of any such outside agency with regard to any employee assigned to work for the Company, and no claim by any governmental agency with regard to any such employee, during the two (2) years immediately preceding the date of this Agreement. No employee is on short-term or long-term disability leave, parental leave or extended absence.

(c) There has been no federal, state or provincial complaint or claim during the three years immediately preceding the date of this Agreement based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employee or full time consultant of the Company or by any employee or full time consultant performing work for the Company but provided by an outside employment agency, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such a complaint or claim. There has been no federal, state or provincial complaint or claim during the three (3) years immediately preceding the date of this Agreement alleging that the Company failed to pay wages as required by Law or otherwise comply with any Law concerning wages and hours of work, and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to such a complaint or claim. Except as set forth in Schedule 2.18(c) (I), there have been no "plant closings" or "mass layoffs", as those terms are defined in the Worker Adjustment and Retaining Notification Act and the regulations promulgated thereunder, nor any reduction in force of facility closing requiring the giving of notice to employees under any similar Law during the two years immediately preceding the date of this Agreement. Except as set forth in Schedule 2.18(c)(II), the Company has complied in all material respects with all Laws related to the employment of employees (and termination thereof) and has not received any notice during the three (3) years immediately preceding the date of this Agreement of any claim that it has not complied, in any material respect, with any Law relating to the employment of employees or consultants, including employment standards, wages and hours of work, labor relations, workers' compensation, pay equity, human rights, occupational health and safety, the payment of social security and similar taxes, equal employment opportunity, employment discrimination, the WARN Act, employee safety, or that it is liable for any arrearage of wages or any Tax or penalty for failure to comply with any of the foregoing.

(d) The Company has furnished the Parent with true, correct and complete copies of all written employment contracts, employee policies, employee handbooks and employee manuals. The Company is not a party to, or bound by, any employment contracts which are not terminable at will. No promises or undertakings have been made by the Company relating to bonus payments not in the ordinary course of business, any increase of salaries or reinstitution of previous salary reductions.

(e) To the Knowledge of the Company, no officer, employee or full time consultant of the Company is bound by, subject to or obligated under any Contract or subject to any order or Law that would interfere in any material respect with the Company's business as presently conducted or as presently proposed to be conducted. Neither the execution nor delivery of this Agreement, nor to the Knowledge of the Company, the carrying on of the Company's business as presently conducted or as presently proposed to be conducted, nor any activity of such officers, employees or consultants in connection with the carrying on of the Company's business as presently conducted or as presently proposed to be conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any right under any Contract or other agreement under which any such officer, employee or consultant is now bound with the Company.

(f) With respect to employees of the Company located in Israel, and any employees of the Israel Subsidiary ("Israeli Employees"): (i) except as specified in Schedule 2.18(b)(i), the employment of each Israeli Employee is subject to termination upon not more than thirty (30) days prior written notice under the termination notice provisions included in the employment agreement with such Israeli Employee or applicable Law; (ii) all obligations of the Company or the Subsidiaries to provide statutory severance pay to all Israeli Employees pursuant to the Severance Pay Law (5723-1963) are funded as required under applicable Law; (iii) no Israeli Employee's employment by the Company or the Subsidiaries requires any Permit; (iv) except as specified in Schedule 2.18(b)(iv), there are no unwritten policies, practices or customs of the Company or the Subsidiaries that, by extension, could reasonably be expected to entitle any Israeli Employee to benefits in addition to what such Israeli Employee is entitled under applicable Law or under the terms of such Israeli Employee's employment agreement (including unwritten customs or practices concerning bonuses, the payment of statutory severance pay when it is not required under applicable legal requirements, etc.); (v) all amounts that the Company or the Subsidiaries is legally or contractually required either (A) to deduct from Israeli Employees' salaries or to transfer to such Israeli Employees' pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (B) to withhold from Israeli Employees' salaries and benefits and to pay to any Governmental Authority as required by Israeli tax laws and National Insurance Institute laws or otherwise, have, in each case, been duly deducted, transferred, withheld and paid, and the Company and the Subsidiaries have no outstanding obligation to make any such deduction, transfer, withholding or payment; (vi) except as specified in Schedule 2.18(b)(vi), the Company and the Subsidiaries are in compliance in all material respects with all applicable Law and contracts relating to employment, employment practices, wages, bonuses, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employees, including the Prior Notice for Termination and Resignation Law, 2001, The Notice to Employee (Terms of Employment) Law, 2002, the Prevention of Sexual Harassment Law, 1998, the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, and the Employment by Human Resource Contractors Law, 1996.

(g) The Company has made available to the Parent (i) copies of all agreements with Israeli Employees or with Israeli full time consultants, sub-contractors or freelancers; and (ii) copies of manuals and written policies relating to the employment of Israeli Employees. In addition, the Company has made available to Parent: a summary of any dues it pays to the Histadrut Labor Organization and whether the Company or any Subsidiaries participates in the expenses of any workers committee (Va'ad Ovdim).

2.19 Employee Benefits.

(a) Schedule 2.19(a) sets forth a true and complete list of each Employee Benefit Plan.

(b) With respect to each Employee Benefit Plan, the Company has made available to the Parent true and complete copies of (i) each Employee Benefit Plan (or, if not written, a written summary of its material terms), including all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) the three most recent annual reports (Form 5500 series) filed with the Internal Revenue Service, except for the 2009 annual report which has not been filed and is not yet due, (iii) the most recent actuarial report or other financial statement relating to such Employee Benefit Plan, (iv) the most recent determination or opinion letter, if any, issued by the Internal Revenue Service and any pending request for such a letter, (v) the most recent nondiscrimination tests performed under the Code, and (vi) all filings made with any Governmental Entity, including any filings under the Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program.

(c) Each Employee Benefit Plan complies in all material respects in form and operation, and has been administered in all material respects in accordance with, its terms and all applicable Laws, including ERISA and the Code (to the extent applicable), and all contributions required to be made under the terms of any of the Employee Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company's financial statements prior to the date of this Agreement. With respect to each Employee Benefit Plan, all tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate Governmental Entity and all notices and disclosures have been timely provided to Participants. With respect to the Employee Benefit Plans, no event has occurred and, to the Company's Knowledge, there exists no condition or set of circumstances in connection with which the Company could be subject to any material Liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Employee Benefit Plans, ERISA, the Code or any other applicable Law.

(d) Each Employee Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(7) of the Code has either (i) received a favorable determination letter from the Internal Revenue Service as to its qualified status, or (ii) may rely upon a favorable prototype opinion letter from the Internal Revenue Service, and each trust established in connection with any Employee Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and to the Company's Knowledge, no fact or event has occurred that could adversely affect the qualified status of any such Employee Benefit Plan or the exempt status of any such trust.

(e) To the Company's Knowledge, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Employee Benefit Plan that could result in material liability to the Company or any ERISA Affiliate. Each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material Liability (other than (i) Liability for ordinary administrative expenses typically incurred in a termination event or (ii) if the Employee Benefit Plan is a pension benefit plan subject to Part 2 of Title I of ERISA, Liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in a trust or insurance Contract to satisfy such liability or such liability is reflected on the most recent balance sheet included in the Company's financial statements prior to the date of this Agreement). Neither the Company, nor to the Company's Knowledge, any other person or entity has provided the Company with written notice regarding any express commitment, whether legally enforceable or not, to modify, change or terminate any Employee Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. No Action has been brought, or to the Company's Knowledge is threatened in writing, against or with respect to any such Employee Benefit Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. Neither the Company nor any ERISA Affiliate has any Liability under Section 502 of ERISA. All contributions and payments to such Employee Benefit Plan are deductible under Sections 162 or 404 of the Code. No excise tax could reasonably be expected to be imposed upon the Company under Chapter 43 of the Code.

(f) No Employee Benefit Plan is a Multiemployer Plan or other pension plan subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code, and neither the Company nor any ERISA Affiliate has sponsored, maintained, participated in, contributed to, or has been required to participate in or contribute to a Multiemployer Plan or other pension plan subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code. None of the assets of Company or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code.

(g) Except as set forth in Section 1.6 of this Agreement and except as set forth in Annex 2.18(b), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment, acceleration or creation of any rights of any person to benefits under any Employee Benefit Plan. No amount that could be received (whether in cash, property, the vesting of property or otherwise) as a result of or in connection with the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event) or by any of the Transaction Documents, by any employee, officer, director or other service provider of the Company or its Subsidiaries who is a "disqualified individual" (as such term is defined in Treasury Regulation Section 1.280G-1) could be characterized as an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code).

(h) Except as required by applicable law, no Employee Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. No Employee Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. The Company and each ERISA Affiliate is in compliance in all material respects with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any similar state law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

(i) Each Employee Benefit Plan that is a "nonqualified deferred compensation plan" within the meaning of Section 409A(d)(1) of the Code (a "Nonqualified Deferred Compensation Plan") subject to Section 409A of the Code was, as of January 1, 2010, in documentary and operational compliance with Section 409A of the Code and the then applicable guidance issued by the Internal Revenue Service thereunder (together, the "409A Authorities"). Since January 1, 2010, each Nonqualified Deferred Compensation Plan has remained in documentary and operational compliance with the 409A Authorities.

(j) With respect to each employee benefit plan, program, or other arrangement providing compensation or benefits to any employee or former employee of the Company (or any dependent thereof) which is subject to the Laws of any jurisdiction outside of the United States (the "Foreign Plans"): (i) such Foreign Plan has been maintained in all material respects in accordance with all applicable requirements and all applicable Laws, (ii) if intended to qualify for special tax treatment, such Foreign Plan meets all requirements for such treatment, (iii) if intended or required to be funded and/or book-reserved, such Foreign Plan is fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions, and (iv) no material liability exists or reasonably could be imposed upon the assets of the Company or its Subsidiaries by reason of such Foreign Plan.

2.20 Affiliated Transactions. No Related Party (a) is a party to any Contract with the Company; (b) to the Actual Knowledge of the Company, is an officer, director, stockholder (except in other portfolio companies of such stockholder of the Company, to the extent such stockholder is an angel, venture capital or similar fund), manager, employee or consultant of, (i) any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of the Company or (ii) any other Person in any business arrangement or relationship with the Company; provided, however, that the passive ownership of Equity Interests listed on any national securities exchange representing no more than five (5) percent of the outstanding voting power of any Person shall not be deemed to be a "financial interest" in any such Person; (c) has any interest in any property, asset or right used by the Company or necessary or desirable for operation of the Company's business; (d) has outstanding any indebtedness owed to the Company; or (e) has received any funds from the Company since the date of the Latest Balance Sheet, except for employment-related compensation received in the ordinary course of business. The Company has no Liability or any other obligation of any nature whatsoever to any Related Party, except for employment-related Liabilities and obligations incurred in the ordinary course of business.

2.21 Certain Payments. Neither the Company, its Subsidiaries, nor any of their respective Representatives (acting on behalf of the Company) has at any time during the past three (3) years: (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the Company's business, or failed to disclose fully any such contribution in violation of applicable Laws; (b) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, which is in any manner illegal under any Law of the United States or any other country having jurisdiction; (c) made any unlawful payment or given any other unlawful consideration to any customer or supplier of the Company or its Subsidiaries or any officer, director, partner, employee, consultant or agent of any such customer or supplier in respect of the Company's business; or (d) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended or any similar Law.

2.22 Customers and Suppliers

(a) Schedule 2.22(a)(i) lists the top ten (10) customers and partners / system integrators of the Company (in terms of revenue generated to the Company during the period from January 1, 2009). Schedule 2.22(a)(ii) lists the top ten (10) suppliers, resellers, vendors, service providers or similar business relation of the Company on the basis of cost of goods and services and Intellectual Property purchased or licensed over the course of the twelve (12) month period prior to the date hereof. No such customer, strategic development partner, supplier, reseller, vendor, service provider or similar business relation of the Company set forth or required to be set forth on Schedules 2.22(a)(i) or 2.22(a)(ii) has ceased or materially altered its relationship with the Company or, to the Knowledge of the Company, has threatened in writing to cease or materially alter such relationship.

(b) No customer, strategic development partner, vendor, supplier, reseller, service provider or other similar business relation of the Company set forth or required to be set forth on Schedule 2.22(a)(i) or Schedule 2.22(a)(ii) has given the Company or any of its Affiliates, officers, directors, employees, agents or representatives, notice that it intends to stop or materially alter its business relationship with the Company (whether as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or otherwise), or has during the past 12 months decreased materially, or threatened in writing to decrease or limit materially, its usage or purchase of the service or products (including advertising space) to the Company. To the Knowledge of the Company the transactions contemplated by this Agreement and the other Transaction Documents will not adversely affect the relationship of the Company with any such customer, strategic development partner, vendor, supplier, reseller, service provider or other similar business relation of the Company.

2.23 Accounts Receivable. The accounts and notes receivable of the Company reflected on the Company Financial Statements, and all accounts and notes receivable arising subsequent to the Latest Balance Sheet, (a) arose from bona fide sales transactions in the ordinary course of business, consistent with past practice, (b) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their respective terms, (c) are not subject to any valid set-off or counterclaim (except in event of default of the Company) and (d) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement.

2.24 Grants, Incentives and Subsidies . Schedule 2.24 provides a complete list of all pending and outstanding grants, incentives and subsidies (collectively, "Grants") from the Government of the State of Israel or any agency thereof, or from any U.S. or foreign governmental or administrative agency, granted to the Company, including (i) Approved Enterprise Status from the Investment Center in the Israeli Ministry of Industry, Trade & Labor (the "Investment Center"), (ii) Grants from the OCS and otherwise under the Israeli R&D Law. The Company has delivered to the Parent, prior to the date hereof, correct copies of all documents evidencing Grants submitted and/or received by the Company or any of its representatives and of all letters of approval, and supplements thereto, granted to the Company and any other applicable correspondence. Without limiting the generality of the above, Schedule 2.24 includes the aggregate amounts of each Grant, and the aggregate outstanding obligations thereunder of the Company with respect to royalties, or the outstanding amounts to be paid by the OCS to the Company. Except as set forth in Schedule 2.24A, the Company is in compliance with the terms and conditions of its Grants and the Laws applicable thereto and has duly fulfilled all obligations and undertakings relating thereto, including reporting obligations, restrictions on the transfer of know-how outside the State of Israel, and royalties.

2.25 Brokers. Except as set forth in Schedule 2.25, no broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or similar fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based on any Contract to which the Company is a party or that is otherwise binding upon the Company.

2.26 Banks and Brokerage Accounts. Schedule 2.26 sets forth (a) a true and complete list of the names and locations of all banks, trust companies, securities brokers and other financial institutions at which the Company has an account (including "deposit accounts" as defined in Article 9 of the Uniform Commercial Code and "securities accounts" as defined in Article 8 of the Uniform Commercial Code) or a safe deposit box or maintains a banking, custodial, trading or other similar relationship, (b) a true and complete list and description of each such account, box and relationship, indicating in each case the account number and the names of the respective officers, employees, agents or other similar representatives of the Company having signatory power with respect thereto, and (c) a list of each investment asset, the name of the record and beneficial owner thereof, the location of the certificates, if any, the maturity date, if any, and any stock or bond powers or other authority for transfer granted with respect thereto.

2.27 Disclosure. No representation or warranty of the Company in this Agreement or any other Transaction Document, nor any certificate furnished or to be furnished to the Parent in connection with the transactions contemplated by this Agreement or any other Transaction Document, contains or will contain any untrue statement of a material fact, or Knowingly omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading , in view of the circumstances in which they were made. The representations and warranties made by the Company in this Agreement are the exclusive representations and warranties made by the Company in connection with the transactions contemplated hereby, including with respect to the Company, the Subsidiaries and their respective Assets and Properties. The Company hereby disclaims any other express or implied representations or warranties with respect to the Company, the Subsidiaries or any of their respective Assets and Properties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE MERGER SUB AND PARENT

Except as set forth in the disclosure schedules dated as of the date of this Agreement and delivered to the Company herewith, the Parent and the Merger Sub represent and warrant to the Company that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct in all material respects as of the Closing.

3.1 Organization; Corporate Power. The Parent is a corporation duly organized and validly existing under the Laws of the State of Israel and is duly qualified, licensed or admitted to do business and, to the extent applicable, is in good standing as a foreign corporation in all jurisdictions in which its ownership, use, licensing or leasing of its property or the conduct of business requires it to be qualified. The Parent possesses all requisite corporate power and authority necessary to own, operate and lease and license its properties, to carry on its business as now conducted and as presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party. The Merger Sub is a corporation duly organized, validly existing and is in good standing under the Laws of the State of Delaware and is duly qualified, licensed or admitted to do business and, to the extent applicable, in good standing as a foreign corporation in all jurisdictions in which its ownership, use, licensing or leasing of its property or the conduct of business requires it to be qualified. The Merger Sub possesses all requisite corporate power and authority necessary to own, operate and lease and license its properties, to carry on its business as now conducted and as presently proposed to be conducted and to carry out the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party.

3.2 Authorization. Each of the Parent and the Merger Sub has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Parent and the Merger Sub are parties have been duly authorized by the Parent and the Merger Sub. All corporate actions and proceedings required to be taken by or on the part of the Parent and the Merger Sub to authorize and permit the execution, delivery and performance by the Parent and the Merger Sub of this Agreement and the other Transaction Documents to which either is a party have been duly and properly taken. This Agreement has been, and each other Transaction Document to which the Parent and the Merger Sub is a party will be, duly and validly executed and delivered by the Parent and the Merger Sub. This Agreement constitutes, and each Transaction Document to which the Parent and the Merger Sub is a party will constitute, when so duly and validly executed and delivered, a legal, valid and binding obligation of the Parent and the Merger Sub, enforceable against the Parent and the Merger Sub in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.3 No Conflict; Required Filings and Consents.

(a) The execution and delivery by the Parent and the Merger Sub of this Agreement do not, and the execution and delivery of the other Transaction Documents to which the Parent or the Merger Sub is a party and the performance of this Agreement and such other Transaction Document by the Parent and the Merger Sub will not, (i) contravene, conflict with or violate any provision of the organizational documents of the Parent or the Merger Sub; (ii) contravene, conflict with, or result in any violation or breach of any provision of any judgment, injunction, order or decree of a Governmental Body by which each of the Parent or Merger Sub is bound; and (iii) assuming that all consents, approvals, authorizations and permits described on Schedule 2.5(b) have been obtained and all filings and notifications set forth on Schedule 3.3 have been made, conflict with or violate any Law applicable to the Parent or the Merger Sub or by which any property or asset of the Parent and the Merger Sub is bound or affected which has had or would reasonably be expected to have an adverse effect on the ability of the Parent and the Merger Sub to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party.

(b) Except for the all consents, approvals, authorizations and permits as set forth on Schedule 3.3 which shall be obtained prior to the Effective Date, the execution and delivery by the Parent and the Merger Sub of this Agreement and the other Transaction Documents to which it is a party do not, and the performance by the Parent and the Merger Sub of this Agreement and the other Transaction Documents to which it is a party will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by either the Parent or the Merger Sub, including, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

3.4 Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or similar fee or commission in connection with the transactions contemplated by the Transaction Documents based on any Contract to which the Parent or the Merger Sub is a party or that is otherwise binding upon the Parent or the Merger Sub.

3.5 Financing. The Parent and the Merger Sub have, and shall have as of immediately prior to the Closing Date, sufficient cash on-hand to pay the Purchase Price per the terms and conditions set forth herein.

3.6 Available Shares. The Parent has, or will have prior to the Closing, sufficient reserved Parent Ordinary Shares in its authorized but unissued share capital to allow the issuance of the shares underlying the Parent Assumed Options.

3.7 Form S-8. Parent is eligible to file with the United States Securities and Exchange Commission ("SEC") a registration statement on Form S-8 (or any other successor or other appropriate form) for the registration of Parent Ordinary Shares underlying Parent Assumed Options.

ARTICLE IV PRE-CLOSING COVENANTS

4.1 Conduct of Business by the Company. From the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, unless the Parent otherwise agrees in writing, the Company will (a) conduct its businesses and operations in the ordinary course of business; (b) preserve intact its corporate existence and business organization; (c) use its commercial best efforts to preserve the goodwill and present business relationships (contractual or otherwise) with all customers, suppliers, resellers, employees, licensors, distributors and others having business relationships with it; (d) use its commercial reasonable efforts to keep available the services of its current officers, employees and full time consultants; (e) use its commercial best efforts to preserve in all material respects its present properties and its tangible and intangible assets; (f) comply in all material respects with all applicable Laws and all Contracts to which the Company or its Subsidiaries is a party or any of their Assets and Properties are bound; (g) pay all applicable Taxes as such Taxes become due and payable; and (h) maintain all existing licenses and permits applicable to its operations and businesses. Without limiting the foregoing, and as an extension thereof, or as expressly permitted by any other provision of this Agreement, the Company will not from the date of this Agreement until the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Parent (which consent shall not be unreasonably withheld or delayed); provided, that in the event that Parent does not reply to a written request (including email) from the Company within 5 Business Days from receipt of such request (3 Business Days with respect to any customer Contract matters (in which case the request will include a summary of the main terms including terms that the Company reasonably believes that constitute a material deviation from the Company's ordinary course of business consistent with past practice)), the Parent shall have been deemed to consent to such action:

(a) sell, lease, license (as licensor), assign, dispose of or transfer (including transfers to any non-wholly owned Subsidiaries or any of the Company's respective employees or Affiliates) any of its Assets and Properties, except for sales of the Company Products in the ordinary course of business;

• (b) mortgage, pledge or subject to any Lien any portion of its Assets and Properties;
• (c) commit to make or authorize any capital expenditure;

(d) acquire (including, by merger, consolidation, or acquisition of stock or assets) any interest in any Person or any division thereof or any Assets and Properties, other than acquisitions of Assets and Properties in the ordinary course of business;

(e) incur any indebtedness or assume or guarantee the obligations of any Person;

(f) enter into any strategic alliance, joint development or joint marketing Contract or any other Contract with a third party that is not on arm's length terms or is not in the ordinary course of business;

(g) amend, modify, accelerate or terminate or enter into any Contract to which the Company, its Subsidiaries or the Assets and Properties are bound, or which would constitute a Contract required to be disclosed in the schedules attached to Section 2.13, if it were in effect on the date hereof. other than (X) if requested to amend such Contract by a party to such Contract (provided, that Company shall provide prior written notice of such request to the Parent), (Y) an exercise of a right by a third party under any such Contract, or (Z) without derogating from the other subsections of this Section 4.1, Customer Contracts entered into in the ordinary course of business consistent with past practice (for avoidance of doubt, Contracts at a loss, Contracts with margins materially different than as consistent with past practice or Contracts with payment terms materially different than as consistent with past practice shall not be deemed Contracts in the ordinary course of business);

(h) issue, sell, pledge, dispose of, encumber or transfer any Equity Interests of the Company or its Subsidiaries, except for (i) the issuance of Common Stock upon the exercise of Company Options or Warrants that are vested (or vest prior to the Closing Date in accordance with their existing terms) and outstanding as of the date hereof; and/or (ii) in connection with raising of funds from existing Stockholders (to the extent that the Company requires additional funding for its on-going operations) (a "Fund Raising"). With respect to any such Fund Raising: (x) the Company shall provide the Parent written notice of its intent to so enter into a Fund Raising and providing reasonable details of such Fund Raising, (y) the Company shall provide the Parent with a copy of any agreement, notice, consent or resolution adopted or to be entered into in connection therewith, upon providing any such document to its Stockholders, (z) the Company shall effect any such Fund Raising in accordance with its organizational documents, any stockholder agreements to which it is a party and in compliance with all applicable Law;

(i) declare, set aside, or distribute any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its capital stock (or other equity securities), or enter into any agreement with respect to the voting of its capital stock (or other equity securities);

(j) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock (or other equity securities);

(k) waive, release, assign, settle or compromise any material rights or Action;

(l) disclose any trade secrets (including source code for the Company Technology) or other proprietary and confidential information to any Person that is not subject to any confidentiality or non-disclosure agreement;

(m) dispose of, license or transfer to any person or entity any right to any Intellectual Property; other than non-exclusive licenses of binary code and deposits of source code with an escrow agent in connection with the sale of Company Products in the ordinary course of business and consistent with past practice;

(n) enter into or amend any agreement pursuant to which any other party is granted any exclusive marketing or other exclusive right of any type or scope with respect to any of the Company Products or technology, any rights to preferred payment (such as "most favored nations" clauses) or which otherwise are terminated or amended upon a change of control or acquisition of the Company;

(o) terminate or waive any right of substantial value;

(p) except as required by the terms of any Employee Benefit Plan or other Contract in effect on the date hereof, (i) increase the compensation or benefits of, or pay any bonus to, any Participant (other than, in the case of non-management level employees, normal increases in cash compensation in the ordinary course of business consistent with past practice), (ii) grant any Participant change of control, severance, retention or termination compensation or benefits, or any increase therein, (iii) establish, adopt, enter into, amend or terminate any collective bargaining agreement or Employee Benefit Plan (including any Company Option or other award thereunder), (iv) accelerate the time of payment or vesting of any rights or benefits, or make any material determinations, under any Employee Benefit Plan, (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Employee Benefit Plan (including the grant of Company Options or other equity or equity-based awards) (vi) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, Contract or Employee Benefit Plan, (vii) terminate any Designated Company Employee, or (viii) hire any employee or consultant (provided that the Company may hire employees or consultants as replacements for existing employees or consultants (on a one-to-one basis) who, after the date hereof, have resigned from the Company);

• (q) make loans or advances to, guarantees for the benefit of, or any investments in, any Person;
• (r) forgive any loans to directors, officers, employees or any of their respective Affiliates;
• (s) make any change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Entity;

(t) (i) accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (ii) delay or accelerate payment of any account payable in advance of its due date or the date such liability would have been paid in the ordinary course of business; (iii) make any changes to cash management policies or invoice practices; or (iv) delay or postpone the repair or maintenance of their properties;

(u) write up, write down or write off the book value of any Assets and Properties, individually or in the aggregate, for the Company, except for depreciation and amortization in accordance with GAAP consistently applied;

(v) make or change any Tax election, settle or compromise any claim, notice, audit report or assessment in respect of Taxes, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Tax Return, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, surrender any right to claim a Tax refund, or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment;

(w) take any action for the winding up, liquidation, dissolution or reorganization of the Company or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its Assets and Properties or revenues;

(x) amend the Company's or its Subsidiaries' charter documents, bylaws or similar governing documents; except as specifically necessary to consummate the transactions contemplated by the Transaction Documents and only after providing written notice to the Parent;

(y) lay off or terminate employees that could result in a material liability under the WARN Act or similar law;

(z) fail to keep in force insurance policies or replacement or revised provisions providing insurance coverage with respect to the Assets and Properties, operations and activities of the Company as are currently in effect; or

(aa) agree or commit to do any of the foregoing.

4.2 Access to Information. From the date of this Agreement until the Effective Time, the Company will (a) give the Parent, the Merger Sub and their Representatives, access on reasonable notice during normal business hours to all properties, facilities and offices and true, correct and complete copies of books, records and Contracts (including customer and supplier Contracts) and such financial, operating, technical and product data and other information with respect to the Company as such persons may reasonably request from time to time, and permit Parent to make such inspections as Parent may require, (b) instruct its employees, counsel, accountants, financial advisors and other representatives to cooperate reasonably with the Parent in its investigation of the Company and (c) reasonably assist and cooperate with the Parent, without adversely affecting the Company's on going business, in the development of integration plans for implementation by the Parent and the Company following the Closing; provided, however, that no investigation pursuant to this Section 4.2 shall affect or be deemed to modify any representation or warranty made by the Company herein. Prior to the Effective Time and subject to the provisions of Section 5.4 below, materials furnished to the Parent pursuant to this Section 4.2 may be used by the Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.

4.3 Governmental Approvals.

(a) The Parent and the Company will each advise the other promptly of any material communication received by such party or any of its Affiliates from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the other Transaction Documents, and of any understandings, undertakings or agreements (oral or written) such party proposes to make or enter into with such Governmental Entity in connection with the transactions contemplated hereby and thereby. None of the Company (or its Representatives), the Merger Sub or the Parent will independently participate in any meeting with any Governmental Entity in respect of any findings or inquiry in connection with the transactions contemplated by this Agreement and the other Transaction Documents without giving, in the case of the Company, the Parent, and in the case of the Parent, the Company, prior notice of the meeting and, to the extent reasonably practicable and not prohibited by the applicable Governmental Entity, the opportunity to attend and/or participate in such meeting.

(b) Nothing in this Agreement shall require the Parent to, or permit the Company or its Subsidiaries to (A) propose or accept the sale, divestiture, disposition or holding separate of any Assets and Properties or businesses of itself or any of its Affiliates (or otherwise take any action that limits the freedom of action with respect to, or its ability to retain, any of its businesses, product lines, or Assets and Properties or those of its Affiliates) in order to avoid the entry of or to effect the dissolution of any injunction or other order (whether temporary, preliminary or permanent), which would otherwise have the effect of preventing the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; or (B) propose or accept the impositions of conditions by a Governmental Entity having an adverse affect on the Parent or any of its Affiliates.

(c) The Parent shall provide the Company with such assistance and information as is reasonably required to obtain the foregoing approvals.

4.4 Consents. From the date of this Agreement until the Closing, the parties shall use commercially reasonable efforts to obtain all authorizations, consents and approvals of, and give all notices to be obtained or given in connection with the transactions contemplated by the Transaction Documents to all third parties, including those required under the Contracts set forth on Schedule 4.4.

4.5 Notification of Certain Matters. The Company shall give prompt notice to the Parent of (a) the occurrence or non-occurrence of any event known to it, the occurrence or non-occurrence of which has caused or is reasonably likely (in the determination of the Company) to cause any representation or warranty of the Company in this Agreement to be untrue in all material respects at or prior to the Closing and (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and the Parent shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event known to it, the occurrence or non-occurrence of which is likely to cause any representation or warranty in this Agreement of the Merger Sub and/or the Parent to be untrue in all material respects at or prior to the Closing and (ii) any failure of the Parent and/or the Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided*,* however, that the delivery of any notice pursuant to this Section 4.5 shall not limit or otherwise affect any remedies available to the party receiving such notice.

4.6 No Solicitation. Until the earlier of the Effective Time and the date of termination of this Agreement pursuant to the provisions of Section 8.1, the Company shall not take nor shall the Company permit, any of the Company's Representatives to take (directly or indirectly) any of the following actions with any Person other than Parent and its designees: (a) solicit, initiate, facilitate or encourage any proposal or offer from, or participate or engage in or conduct any discussions or negotiations with, any Person relating to any inquiry, contact, offer or proposal, oral, written or otherwise, formal or informal, with respect to any possible Business Combination with the Company, (b) provide any information with respect to the Company to any Person other than Parent, relating to (or which the Company believes would be used for the purpose of formulating an offer or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Business Combination with the Company, (c) approve or agree to or enter into a Contract with any Person other than the Parent providing for a Business Combination with the Company, (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Business Combination with the Company other than the Business Combination with Parent contemplated by this Agreement and the Transaction Documents, or (e) authorize or permit any of the Company's Representatives to take any such action.

4.7 Takeover Statutes. If any Takeover Statute is or may become applicable to the transactions contemplated by this Agreement or the Transaction Documents, the respective board of directors of each of the Parent and the Company shall grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement and the Transaction Documents may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate the effects of any such Takeover Statute on any of the transactions contemplated hereby.

4.8 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to cooperate fully with the other parties and to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, at the time and in the manner contemplated by this Agreement, the transactions contemplated hereby, including the obtaining of all authorizations, consents, orders and approvals of any Governmental Entity and to otherwise fulfill such party's obligations under this Agreement as promptly as practicable.

4.9 Stockholder Approval.

(a) Within 3 Business Days following the date hereof the Company shall distribute to all Stockholders, other than the Principal Stockholders all information required by DGCL Sections 228 and 262 and other applicable Law (including a statement that appraisal rights are available to the holders of Company Shares pursuant to Section 262 of the DGCL as well as a copy of Section 262), the Company's bylaws and the certificate of incorporation, as well as the unanimous recommendation of the board of directors of the Company in favor of the Merger, this Agreement and the transactions contemplated hereby.

(b) Any materials to be submitted to the Stockholders in connection with the solicitation of their approval of the Merger and this Agreement (the "Soliciting Materials") shall be prepared in coordination with Parent. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Soliciting Materials any information with respect to the Parent or its Affiliates, the form and content of which shall not have been consented to in writing by the Parent prior to such inclusion. The Company will promptly advise the Parent in writing if at any time prior to the Closing the Company shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Soliciting Materials in order to make statements contained or incorporated by reference therein not misleading or to comply with applicable Law.

ARTICLE V ADDITIONAL AGREEMENTS

5.1 Further Actions

. In case at any time after the Effective Time any further actions are necessary to carry out the purposes of this Agreement, each party hereto will take such further actions (including the execution and delivery of such further instruments and documents) as any other such party may reasonably request, all at the sole cost and expense of the requesting party. From and after the Effective Time, the Parent will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the Company or its Subsidiaries.

5.2 Tax Matters.

(a) Filing of Pre-Closing Tax Returns After the Closing Date. The Parent shall prepare and timely file, or shall cause to be prepared and timely filed, in a manner consistent with the Company's and the Subsidiaries' methods for preparing prior Tax Returns (unless there is no substantial authority (within the meaning of Section 6662 of the Code) for taking a position that is consistent with such past methods of the Company and Subsidiaries), all Tax Returns of the Company and the Subsidiaries that relate to Pre-Closing Tax Periods that are required to be filed after the Closing Date. The Parent shall deliver copies of such Pre-Closing Tax Returns at least sixty (60) days prior to the due date (taking into account any extension) for the filing of such Tax Returns to Stockholders' Representative for review and approval which approval shall not be unreasonably withheld.

(b) Filing of Straddle Period Tax Returns. The Parent shall prepare and timely file, or cause to be prepared and timely filed, in a manner consistent with the Company's and the Subsidiaries' methods for preparing prior Tax Returns (unless there is no substantial authority (within the meaning of Section 6662 of the Code) for taking a position that is consistent with such past methods of the Company and Subsidiaries), any Tax Return of the Company or the Subsidiaries for a Straddle Period. The Parent shall deliver copies of such Straddle Period Tax Returns at least twenty (20) days prior to the due date (taking into account any extension) for the filing of such Tax Return to the Stockholders' Representative for review and approval which approval shall not be unreasonably withheld.

(c) Allocation of Straddle Period Taxes. With respect to Taxes of the Company and the Subsidiaries relating to a Straddle Period, for the purpose of and subject to the provisions of Section 7.2(a)(iii), the indemnification liability of the Stockholders included in Section 7.2(a)(iii) shall apply with respect to the amount of such Taxes allocable to the portion of the Straddle Period that is deemed to end on the close of business on the Closing Date. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income, receipts, expenditures or wages, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income, receipts, expenditures or wages, be deemed equal to the amount (if any) which would be payable if the relevant Tax period ended on the Closing Date.

(d) Cooperation. The parties shall reasonably cooperate, and shall cause their respective Representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records necessary in connection with Taxes and in resolving all disputes and audits with respect to all taxable periods relating to Taxes.

(e) No Amended Returns. The Parent shall not amend any Tax Return of the Company or the Subsidiaries with respect to a Pre-Closing Tax Period or Straddle Period without the consent of the Stockholders' Representative, which consent may not be unreasonably withheld, conditioned or delayed, if such amendment would result in indemnification under Article VII.

(f) FIRPTA Certificate. At the Closing, the Company shall deliver to the Parent a certificate from the Company and its Subsidiaries (in a form reasonably satisfactory to the Parent) to the effect that the Company and the Subsidiaries are not a "United States real property holding corporation" for purposes of Section 897 and 1445 of the Code.

(g) To the extent applicable, all transfer, documentary, sales, use, stamp, registration and other substantially similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (collectively, "Transfer Taxes") shall be paid in equal parts by the Stockholders on the one hand and the Parent on the other hand, when due, and the Stockholders will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. Each Indemnifying Stockholder shall, and the Stockholders' Representative will use commercially reasonable efforts to ensure that each such Stockholder shall, provide the Parent with evidence satisfactory to the Parent that such Transfer Taxes have been paid by the Stockholders.

5.3 Directors' and Officers' Liability.

(a) The Parent agrees that the indemnification obligations (including exculpation rights) set forth in the Company's and its Subsidiaries' charter documents or bylaws, as well as any existing director or officer indemnification agreements of the Company and its Subsidiaries set forth in the Disclosure Schedule shall survive the Closing in accordance with their terms, and all such rights shall be observed by the Company, the Merger Sub and the Parent to the fullest extent available under applicable Laws and the said indemnification obligations and agreements.

(b) Prior to the Closing, the Company shall purchase and pay for a seven (7) year "tail" insurance and indemnification policy covering each Person covered by the current policies of the directors' and officers' liability insurance maintained by the Company and its Subsidiaries that provides coverage for matters occurring prior to Closing (the "D&O Insurance"), and Parent shall not terminate such "tail" insurance (but shall not be required to bear any cost in relation thereto) and shall not modify the D&O Insurance in any manner that would adversely affect the rights thereunder of any Person who on or prior to the Closing was a director or officer.

(c) The directors and officers referred to in this Section 5.3 and listed on Schedule 5.3 attached hereto shall be considered as third party beneficiaries for the purpose of this Section 5.3.

5.4 Confidentiality. The parties acknowledge that Parent and the Company have previously executed a Joint Nondisclosure Agreement, dated as of September 27, 2009, (the "Nondisclosure Agreement"), and a Letter of Intentions dated March 28, 2010 that includes certain exclusivity and confidentiality provisions (the "LOI"). The confidentiality provisions of each of the Nondisclosure Agreement and the LOI shall continue in full force and effect in accordance with their terms for the time periods set forth therein, and the Parent and the Company shall be fully liable and responsible under the Nondisclosure Agreement and LOI for any breach of the terms and conditions thereof by their respective subsidiaries, officers, employees, accountants, counsel and other representatives. For the avoidance of doubt, a breach of confidentiality shall not be subject to or limited by the indemnification provisions set forth in Article VII.

5.5 Capitalization Table. The Company shall deliver to the Parent a spreadsheet (the "Capitalization Table") in the form attached hereto as Exhibit H, certified as complete and correct by the Chief Executive Officer and Chief Financial Officer of the Company (on behalf of the Company and not in any personal capacity) as of the Closing Date and which shall include as of the Closing Date: (a)(i) the names of all the Stockholders; (ii) their respective addresses and country of residence, indicating whether such Stockholder is an employee or not an employee of the Company; (iii) the number of Company Shares held by such Stockholder (including the class thereof); (iv) the respective certificate numbers; (v) the amount of cash to be deposited into the Escrow Fund on behalf of each Indemnifying Stockholder based on its pro-rated Allocable Portion out of the Purchase Price as adjusted in accordance with Section 1.11; (vi) the Common A Per Share Amount, the Common B Per Share Amount, the Series AA Per Share Amount, the Series A-1 Per Share Amount, the Series B Per Share Amount, the Series C Per Share Amount, and the Series D Per Share Amount to be paid in respect of each of the Company Shares, as applicable, and the Allocable Portion of the Purchase Price as adjusted in accordance with Section 1.11 and any Allocable Portion of the First Earn-Out Payment and Second Earn-Out Payment to be paid to each such Stockholder, and (b)(i) all Optionholders and their respective addresses, whether each such Optionholder is a an employee of the Company or not an employee; (ii) the number of Company Shares underlying each such Company Option; (iii) the grant dates of such Company Options; (iv) the expiration dates of such Company Options; (v) the vesting arrangement and vesting status with respect to such Company Options; (vi) the exercise price with respect to such Company Options; and (vii) whether such Company Options are incentive stock options or non-qualified stock options. The Company shall deliver the Capitalization Table not more than ten (10) Business Days (but at least five (5) Business Days) prior to the Closing Date; provided, that after the Closing Payment Certificate has been delivered to the Parent, the Company shall be entitled to update the final Capitalization Table with the Closing Payment Certificate no later than two (2) Business Days prior to the Closing Date to provide an updated good faith estimate of the actual figures expected on the Closing Date.

5.6 Delivery of Stock Ledger, Minute Books and Capitalization Table of the Company. The Company shall deliver its stock ledger and minute books and the stock ledgers and minute books for its Subsidiaries to Parent at the Closing.

5.7 Israeli Tax Ruling. As soon as reasonably practicable after the execution of this Agreement, the Parent shall instruct its counsel, advisors and accountants to prepare and file with the Israeli Income Tax Authority an application for a ruling confirming that (i) the assumption of the Retention Options and Additional Options granted to Israeli Employees of the Israel Subsidiary and the conversion or replacement of such options into or with the Parent Assumed Options in accordance with Section 1.8 will not result in a requirement for an immediate Israeli tax payment by the said holders or the Company and that the Israeli taxation will be deferred until the exercise of such Parent Assumed Options, or in the case of Parent Assumed Options that are part of a "Section 102 Plan," until the actual sale of the underlying shares of Parent Shares by the holders of such Parent Assumed Options; and (ii) that the "lock-up period" under any "Section 102 Plan" will continue to run from the original date of issuance and will not be restarted as a result of the assumption of the Retention Options and Additional Options (which ruling may be subject to customary conditions regularly associated with such a ruling) (the "Israeli Option Tax Ruling"). Each of the Company and the Parent shall, and shall instruct their Representatives to, coordinate all activities and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Option Tax Ruling to the reasonable satisfaction of the Company and the Parent. Subject to the terms and conditions hereof, the parties shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Option Tax Ruling as promptly as practicable.

5.8 Interim Financial Statements. Within 5 Business Days from the Closing Date, the Company shall provide the Parent with a management report (unaudited and not reviewed) financial statement for the period between March 31, 2010 and the Closing Date and the related consolidated statements of income and cash flows for the period then ended.

5.9 Form S-8*.* Parent agrees to take all corporate action necessary to reserve for issuance a sufficient number of Parent Ordinary Shares for delivery upon exercise of options included in the Parent Assumed Options and shares included in such Parent Assumed Options. As soon as practicable, but in any event not later than 180 days after the Closing Date (unless Parent elects to file prior to the Closing Date), Parent shall file with the SEC a registration statement on Form S-8 (or any other successor or other appropriate form), with respect to the Parent Ordinary Shares underlying the Parent Assumed Options and shall use best commercial efforts to maintain the effectiveness of such registration statement for so long as such options remain outstanding. Not later than the filing of the Form S-8 as specified above, Parent shall cause Parent Ordinary Shares underlying Parent Assumed Options to be authorized for listing on the national securities exchange on which Parent Ordinary Shares are listed.

ARTICLE VI CONDITIONS

6.1 Conditions to Obligations of the Merger Sub and the Parent. The obligation of the Merger Sub and the Parent to consummate the transactions to be performed by the Merger Sub and the Parent in connection with the Closing is subject to the satisfaction or waiver (in the sole and absolute discretion of the Merger Sub and the Parent) of each of the following conditions as of the Closing:

(a) Representations and Warranties. Each of the representations and warranties of the Company contained herein shall be true and correct on and as of the date of this Agreement and true and correct in all material respects on and as of the Closing Date (except to the extent such representations and warranties address matters as of particular dates, in which case, such representations and warranties shall be true and correct on and as of such dates), except for any Fundamental Representations which are qualified by materiality, Material Adverse Effect, or similar phrases (other than "knowledge" qualifiers), which shall be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties address matters as of particular dates, in which case, such representations and warranties shall be true and correct in all respects on and as of such dates).

(b) Performance of Covenants. The Company shall have performed and complied in all material respects with all of its covenants and agreements required to be performed by it pursuant to the Transaction Documents prior to the Closing Date.

(c) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued or threatened in writing by any Governmental Entity or other legal or regulatory restraint or prohibition against the consummation of the transactions contemplated by the Transaction Documents, including the consummation of the Merger, shall be in effect; nor shall there be any action taken by any Governmental Entity, or any Law or order enacted, entered, enforced to the transactions contemplated by the Transaction Documents that would prohibit the consummation of such transactions.

(d) Legal Opinion. The Parent shall have received a legal opinion from Sullivan & Worcester LLP legal counsel to the Company, and Zysman, Aharoni, Gayer & Co. Law Offices, Israel legal counsel to the Company, each as to the matters set forth in Exhibit I1 and I2, respectively.

(e) Governmental Approvals. (i) all filings, notices, licenses, Permits, approvals or other consents of, to or with, any Governmental Entity that are listed on Schedule 6.1(e) shall have been duly made or obtained and shall be in full force and effect as of the Closing Date, each in form and substance satisfactory to the Parent; and (ii) any waiting periods, including with respect to filing requirements with the Committee on Foreign Investment in the United States shall have expired.

(f) Consents. All filings, notices, licenses, Permits, approvals and other consents of, to or with, any Person (other than a Governmental Entity) that are listed on Schedule 6.1(f), shall have been duly made or obtained and shall be in full force and effect as of the Closing, each in form and substance satisfactory to the Parent;.

(g) OCS Notice. The notice in the form attached hereto as Schedule 6.1(g), shall have been duly filed with the Research Committee of the Ministry of Industry, Trade and Labor.

(h) Escrow Agreement. The Stockholders' Representative and the Escrow Agent shall have entered into the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Closing.

(i) No Material Adverse Effect. From the date hereof and until the Closing, no Material Adverse Effect shall have occurred.

(j) Arrangements with Certain Employees. All of the Key Employees shall continue to be employed by either the Parent or any of its Affiliates (subject to the Closing), or the Company or its Subsidiaries, at the Closing on substantially the same terms (taken as a whole) existing as of the date hereof, and no Key Employee shall have given any written notice to the Company's officers that each such Key Employee is not willing or does not intend to be employed by the Parent or any of its Affiliates (including, the Surviving Corporation or its Subsidiaries) immediately after the Closing. In addition to the foregoing, at least 70% of the Designated Company Employees (taking into account also the Key Employees) (i) shall agree to continue to be employed by either the Parent or any of its Affiliates (subject to the Closing), or the Company or its Subsidiaries, at the Closing on substantially the same terms (taken as a whole) existing as of the date hereof, (ii) shall not have given any written notice to the Company's officers that they are not willing or do not intend to be employed by the Parent or any of its Affiliates (including the Surviving Corporation or its Subsidiaries) immediately after the Closing.

(k) Other Closing Documents. The Company shall have delivered to the Parent at the Closing:

(i) a certificate duly executed by the Chief Executive Officer of the Company, dated as of the Closing, certifying that each of the conditions specified in Sections 6.1(a) and 6.1(b) have been fully satisfied, to the extent applicable to the Company;

(ii) a certificate executed by the secretary of the Company certifying (A) the Company's and each of its Subsidiaries' certificate of incorporation, organization or formation (or equivalent document), in each case, as filed with and certified by the Secretary of State (or other Governmental Entity) of each of their respective jurisdictions of organization (B) the Company's and its Subsidiaries' bylaws (or equivalent document), (C) the resolutions duly adopted by the Company's board of directors and its Stockholders authorizing the Company's execution, delivery and performance of the Transaction Documents and the transactions contemplated by the Transaction Documents, and (D) the incumbency of each individual who shall be authorized to sign, in the name and on behalf of the Company, each of the Transaction Documents to which the Company is or is to become a party in connection herewith; and

(iii) the respective good standing certificates (or equivalent document) for the Company and its Subsidiaries in each of their respective jurisdictions of organization and in each jurisdiction where the Company and its Subsidiaries is qualified to do business as a foreign organization, in each case dated within ten (10) days prior to the Closing Date.

(l) Closing Payment Certificate. The Company shall have delivered to Parent, not more than ten (10) Business Days (but at least five (5) Business Days) prior to the Closing, the Closing Payment Certificate, which shall include the Capitalization Table pursuant to Section 5.5, which shall have been certified as complete and correct by the Chief Executive Officer and the Chief Financial Officer of the Company as of the date of delivery.

(m) Non-Competition Agreements. The Non-Competition Agreement entered into by Mr. Moshe Avlagon and Mr. Omer Geva on the date hereof shall be in full force and effect, shall not have been terminated, revoked or amended, without Parent's consent.

(n) Resignations. Each director and executive officer of the Company and the Subsidiaries shall deliver to the Parent his or her resignation from such position effective immediately prior to the Closing Date.

(o) FIRPTA Certificate. The Company and the Subsidiaries shall deliver the duly executed certificate referred to in Section 5.2(f).

(p) Stockholder Written Consent. The Company shall have obtained the Stockholder Written Consent signed by each of the Principal Stockholders and additional Stockholders who, together with the Principal Stockholders, collectively hold at least 85% of the Company Shares (on an as converted basis).

(q) Plenus Letter. The Parent shall have received a signed copy of the Plenus Letter.

(r) Investment Bank Letter. The Parent shall have received a signed copy from Impact Equity, advisor to the Company (the "Investment Banker"), confirming the total amount due to the Investment Banker and that upon payment of such amount, the Investment Banker shall have no claims or demands against the Company, in form and substance reasonably acceptable to the Parent. In the event that no such confirmation is received by the Parent, the Parent may, at its sole discretion, waive such condition to Closing and withhold from the Distributable Proceeds to be paid at Closing any amount that may be due to the Investment Banker which has not been accrued for in the Net Working Capital calculations (the "Excess Amount").

(s) Israeli Subsidiary. All shares and Equity Interest of e-Glue Software Technologies Ltd., shall be owned by the Parent free and clear of all Liens or third party rights.

(t) Financial Statements. The Company shall have provided the Parent with its (A) audited consolidated balance sheets and related audited consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal year ended December 31, 2009 (which shall include the application of (FIN) No. 48) (the "2009 Audited Financial Statements"), and (B) unaudited but reviewed consolidated balance sheet and profit and loss statement as of March 31, 2010 (which includes comparison to March 31, 2009 figures), both of which (i) are true and complete in all material respects in accordance with GAAP consistently applied; (ii) are consistent with the books and records of the Company and each of its Subsidiaries (which, in turn, are accurate and complete in all material respects); (iii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby; and (iv) present fairly in all material respects in accordance with GAAP the financial condition, results of operations stockholders' equity. It is hereby clarified, that receipt of the financial statements above shall not be deemed to be an agreement by Parent to the content thereof, nor shall it derogate from the Company's representations and warranties, the provisions of Section 6.1(a) or Parent's remedies hereunder.

(u) 2008 and 2009 Tax Returns. The Company and its Subsidiaries shall have filed all Tax Returns required to be filed relating to the year 2008; and the Israeli Subsidiary shall have filed its 2009 Tax Return with Israeli Income Tax Authorities or received an extension from the Israeli Income Tax Authorities for filing its 2009 Tax Return for at least four (4) months from the Closing Date.

(v) Waivers from Subcontractors. The Company shall have provided the Parent with a release and waiver of claims from the subcontractors engaged by the Company in Spain, in form and substance reasonably acceptable to the Parent.

(w) The Company shall have taken all actions required, paid all fees and filed all documents required in order to ensure that e-Glue USA Inc. PA shall be dissolved and liquidated.

(x) e-Glue USA, Inc. shall have terminated the license agreement with 1TO1 Marketing LLC.

The Parent and/or Merger Sub may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing.

6.2 Conditions to Obligations of the Company. The obligation of the Company to consummate the transactions to be performed by it pursuant to this Agreement in connection with the Closing is subject to satisfaction or waiver (in the sole and absolute discretion of the Company) of each of the following conditions as of the Closing:

(a) Representations and Warranties. Each of the representations and warranties of the Merger Sub and the Parent contained herein shall be true and correct on and as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing (except to the extent such representations and warranties address matters as of particular dates, in which case, such representations and warranties shall be true and correct on and as of such dates).

(b) Performance of Covenants. The Merger Sub and the Parent shall have performed in all material respects all of the covenants and agreements required to be performed by them pursuant to the Transaction Documents on or prior to the Closing Date.

(c) No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued or threatened in writing by any Governmental Entity or other legal or regulatory restraint or prohibition against the consummation of the transactions contemplated by the Transaction Documents shall be in effect; nor shall there be any action taken by any Governmental Entity, or any Law or order enacted, entered, enforced or deemed applicable to the transactions contemplated by the Transaction Documents that would prohibit the consummation of such transactions;.

(d) Governmental Approvals. All filings, notices, licenses, Permits, approvals or other consents of, to or with, any Governmental Entity that are listed on Schedule 6.2(d) shall have been duly made or obtained and shall be in full force and effect as of the Closing, each in form and substance reasonably satisfactory to each of Parent and the Company.

(e) Officer's Certificate. The Parent shall have delivered to the Company a certificate to the effect that each of the conditions specified in Sections 6.2(a) and 6.2 (b) have been satisfied.

(f) Escrow Agreement. The Parent and the Escrow Agent shall have entered into the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Closing.

(g) The Parent shall have deposited with the Paying Agent all amounts required to be paid to the Indemnifying Stockholders at Closing and the Paying Agent shall have been irrevocably instructed to pay to each Company Holder who has duly provided to the Parent and/or the Paying Agent the Letter of Transmittal and all documents and certificates required thereunder, the amounts set forth in the Closing Payment Certificate in accordance with the provisions of Section 1.14 above.

(h) The Parent shall have assumed all of the Retention Options and the Additional Options in accordance with Section 1.8(f).

The Company may waive any condition specified in this Section 6.2 if it executes a writing so stating at or prior to the Closing.

ARTICLE VII INDEMNIFICATION

7.1 Survival Periods. Subject to the limitations contained in this Article VII, all representations and warranties contained in Article II, Article III and any covenants and agreements set forth herein and shall survive the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated hereby. Notwithstanding anything herein to the contrary, the Stockholders will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section 7.2(a), and the Merger Sub and the Parent will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section 7.3(a), unless written notice of a claim thereof is delivered to the Stockholders Representative or the Parent, as the case may be, prior to the Survival Date. For purposes of this Agreement, the term "Survival Date" shall mean 11:59 pm Israel Time on such date which is eighteen (18) months after the Closing Date; provided that with respect to the representations and warranties of the Company set forth in 2.2(a), 2.2(b) and 2.2(c) (under "Capitalization and Related Matters"), 2.3(d) (under "Subsidiaries"), 2.4 (under "Authorization") and 2.16 (under "Tax Matters") (collectively, the "Fundamental Representations"), with respect to the representations and warranties of the Parent and Merger Sub set forth in Section 3.2 (under "Authorization"), the Stockholder Indemnity and the Appraisal Indemnity, there shall be no Survival Date and no time restriction on the delivery of claims related thereto other than the applicable statutes of limitation. The parties agree that so long as written notice of a claim subject to the Survival Date limitations is given on or prior to the expiration of the Survival Date in accordance with the provisions of this Article VII, the claim shall be valid until its is finally resolved.

7.2 Indemnification of the Parent Indemnified Parties by the Stockholders.

(a) Obligation. Subject to the provisions of Section 7.12 below, each of the Stockholders receiving part of the consideration hereunder (including any part of the Earn-Out Payments), in consideration for its Equity Interests of the Company and any person or entity receiving part of the consideration hereunder (including any part of the Earn-Out Payments) that agrees or has agreed in writing to indemnify the Parent pursuant to the provisions of Article VII (the "Indemnifying Stockholders") shall be deemed to have agreed, and hereby agrees, severally and not jointly, subject to the limitations in this Article VII, to indemnify the Parent, the Merger Sub and their Affiliates (including the Surviving Corporation and its Subsidiaries after Closing) and each of their respective Representatives, successors and assigns (collectively, the "Parent Indemnified Parties") and hold each of them harmless from and against and pay on behalf of or reimburse any such Parent Indemnified Party in respect of the entirety of any Loss which such Parent Indemnified Party suffers, sustains or becomes subject to, as a result of, arising out of, relating to or in connection with:

(i) The breach of any representation or warranty of the Company contained in this Agreement or any Transaction Document;

• (ii) The breach or violation of any covenant, agreement or obligation of the Company contained in this Agreement or any Transaction Document;
• (iii) The matters as expressly set forth in Sections (c)(1) and (g)(2) of the Schedules to Section 2.16 set forth in the Disclosure Schedules (the "Tax

Indemnity");

• (iv) The matters expressly set forth in the Schedule to Section 3 of Schedule 2.18(f)(vi) set forth in the Disclosure Schedule;
• (v) The Appraisal Indemnity;
• (vi) Fraud and willful misrepresentation;

(vii) Any claim relating to the Fund Raising or for indemnity by any Stockholder or Affiliate thereof against the Company, pursuant to outstanding indemnification provisions or other representations of the Company relating to the Fund Raising or financing rounds afforded to such Stockholders (collectively, the "Stockholder Indemnity");

(viii) any and all penalties and interest payable as a result of the non-timely filing of Tax Returns otherwise due to be filed by the Closing Date ("Late Filing Indemnity"); and

(ix) any and all Liabilities relating to e-Glue USA Inc. PA.

(b) Limitations.

(i) No amount shall be payable to and Indemnifying Stockholders shall have no Liability to the Parent Indemnified Parties in satisfaction of claims for indemnification pursuant to Section 7.2(a) unless and until the aggregate amount of all Losses of the Parent Indemnified Parties arising therefrom exceeds $75,000 (the "Threshold"), at which time the Indemnifying Stockholders shall indemnify the Parent Indemnified Parties for the full amount of all such Losses from and including the first dollar of all such Losses up to an amount equal to the Escrow Amount (except as specified herein), net of any actual insurance recovery by any Parent Indemnified Party. Notwithstanding the above, the Threshold shall not apply to the Late Filing Indemnity.

(ii) Other than with respect to the Stockholder Indemnity, the Appraisal Indemnity, breach of Fundamental Representations, intentional misrepresentation or fraud by the Company, or any non-monetary remedy for breach of covenants, the Escrow Fund shall be the sole and exclusive remedy of the Parent Indemnified Parties for any claim related to this Agreement and the transaction contemplated herein. With respect to any fraud or intentional misrepresentation committed by an Indemnifying Stockholder, the Liability of such Stockholder shall not be limited and the Liability of all other Stockholders shall be limited as set forth herein; it being agreed and acknowledged that any fraud or intentional misrepresentation by the Company, in connection with the representations set forth in Article II or otherwise hereunder, shall not be limited in any event.

(iii) Each Indemnifying Stockholder shall only be liable for its pro-rata share of any indemnifiable Loss pursuant to Section 7.2(a) determined by such Stockholder's Allocable Portion paid to it hereunder out of the Allocable Portion paid hereunder to all Indemnifying Stockholders participating in such indemnification, and the aggregate amount of all payments made by an Indemnifying Stockholder in satisfaction of claims for indemnification pursuant to Section 7.2(a) shall not exceed the amount of Distributable Proceeds that it has actually received (it being agreed that then existing amounts in the Escrow Fund are deemed received by an Indemnifying Stockholder for purposes of determining an Indemnifying Stockholder's liability under this Section 7.2(b)(iii); and provided, that such amount in the Escrow Fund is actually paid out of the Escrow Fund to or on behalf of such Indemnifying Stockholder) by such Indemnifying Stockholder under this Agreement (to the extent that the indemnifiable Loss is not limited by the Escrow Fund as set forth in this Article VII).

7.3 Indemnification of the Stockholders by the Merger Sub.

(a) Obligation. The Parent agrees, subject to the limitations in this Article VII, to indemnify the Indemnifying Stockholders and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, agents, representatives, successors and assigns (collectively, the "Stockholder Indemnified Parties") and hold each of them harmless against any Losses which any of them may suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with:

(i) the breach by the Merger Sub or the Parent of any representation or warranty made by the Merger Sub or the Parent in this Agreement or any Transaction Document; or

(ii) the breach or violation of any covenant, agreement or obligation of the Merger Sub or the Parent contained in this Agreement or any Transaction

Document.

(b) Limitations.

(i) No amount shall be payable to and Parent shall have no Liability to the Stockholder Indemnified Parties in satisfaction of claims for indemnification pursuant to Section (a) unless and until the aggregate amount of all Losses of the Stockholder Indemnified Parties arising therefrom exceeds the Threshold, at which time the Parent shall indemnify the Stockholder Indemnified Parties for the full amount of all such Losses from and including the first dollar of all such Losses. Notwithstanding the above, the Threshold shall not apply to failure to pay the Distributable Proceeds hereunder.

7.4 Notice and Defense of Third-Party Claims.

(a) If a party hereto determines in good faith that it is entitled indemnification under this Article VII with respect to any Action brought against it by a third party (a "Third-Party Claim"), such party (the "Indemnified Party") shall promptly give written notice to the other party (the "Indemnifying Party") and the Escrow Agent after receiving written notice of such Third-Party Claim, describing the Third-Party Claim, the amount of any Loss related thereto (if known and quantifiable or, if not, a good faith estimate thereof), and the basis for indemnification hereunder; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. With respect to any Third-Party Claim which, if adversely determined, would entitle the Indemnified Party to indemnification pursuant to this Article VII, the Indemnifying Party shall be entitled, at its sole cost and expense, to participate in the defense of such Third-Party Claim giving rise to the Indemnified Party's claim for indemnification. Any Indemnifying Party shall be entitled, at its option (subject to the limitations set forth below), to assume control and appoint lead counsel of such defense with counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnified Party's right to assume control of such defense, it must first: (A) notify the Indemnified Party in writing as promptly as possible and in any event no later than fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, subject to the limitations set forth in this Article VII; and (B) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any such Liability; provided that, the existence of the Escrow Funds shall be deemed reasonable evidence thereof to the extent the Escrow Funds are at least equal to the amount of such claim. Notwithstanding the foregoing, if (i) in opinion of a legal counsel of the Indemnified Party a conflict of interest exists in respect of such claim (including due to the fact that any such claim is for an amount in excess of the indemnification obligation of the Indemnifying Stockholders), or (ii) any Indemnifying Party fails to provide reasonable assurance to the Indemnified Party (upon request of the Indemnified Party) of such Indemnifying Party's financial capacity to defend such Third Party Claim and provide indemnification with respect thereto or otherwise fails to actively defend such claim, or (iii) such claim seeks non-monetary relief, or (iv) such claim involves criminal or quasi-criminal allegations, such Indemnified Party will have the right to assume control of such defense and employ separate counsel to represent such Indemnified Party and in that event the reasonable fees and expenses of such separate counsel will be paid by such Indemnifying Party; provided that the Indemnifying Party shall not be required to bear the fees and expenses of more than one counsel to all Indemnified Parties.

(b) In the event that either the Indemnifying Party does not elect to assume the control of the defense of any Third-Party Claim pursuant to Section 7.4(a) or any of the conditions in Section 7.4(a) are or become unsatisfied, the Indemnified Party may defend against, or consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith; provided, that in the event that the Indemnified Party does not obtain the prior written consent from the Indemnifying Party in connection with a settlement of a Third-Party Claim, the Indemnifying Party may object to any claim for indemnification by the Indemnified Party with respect to Losses relating thereto only on the basis that indemnifiable Losses were not suffered or sustained by the Indemnified Party or that the Indemnified Party had no reasonable basis to agree to the amount of the settlement based on the facts and circumstances known at the time.

(c) If the Indemnifying Party chooses to defend a Third Party Claim, the Indemnified Party will fully cooperate with the Indemnifying Party in the defense thereof if requested by the Indemnifying Party (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnifying Party). If the Indemnifying Party is controlling the defense of any Third-Party Claim in accordance with Section 7.4(a), (i) the Indemnified Party shall nonetheless have the right to participate in the defense of such Third-Party Claim giving rise to the Indemnified Party's claim for indemnification at the Indemnified Party's sole cost and expense, and (ii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to or cease to defend such Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be withheld unreasonably); provided that the Indemnified Party shall have no right or obligation of any kind to consent to the entering of any judgment or into any settlement unless such judgment or settlement (A) is for only money damages, a significant portion of which shall be paid by the Indemnifying Party and that the portion (if any) to be borne by the Indemnified Party is not in excess of the Threshold, (B) includes, as a condition thereof, an express, unconditional release of the Indemnified Party from any liability or obligation with respect to such Third-Party Claim and (C) could not be reasonably expected, in the good faith judgment of the Indemnified Party, to establish a precedent, custom or practice adversely affecting the continuing business interests or prospects of the Indemnified Party or the Surviving Corporation (or its Subsidiaries). If an Indemnifying Party agrees to indemnify the Indemnified Party for a Third Party Claim and subject to the other provisions of this Section 7.4, the Indemnified Party will not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent will not be unreasonably withheld).

7.5 Notice of Non-Third-Party Claims. If an Indemnified Party determines in good faith that it is entitled to indemnification under this Article VII with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party and the Escrow Agent promptly after discovering the Loss or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount of any Losses related thereto (if known and quantifiable or, if not, a good faith estimate thereof), and the basis for indemnification hereunder; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within 30 days from its receipt of the indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the indemnity notice. If the Indemnifying Party has delivered an indemnity dispute notice to the Indemnified Party, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of indemnity dispute notice, the Indemnified Party and the Indemnifying Party will be free to pursue such remedies as may be available under this Agreement subject to the limitations on indemnification set forth in this Article VII. The process for release of Escrow Funds and claims made to the Escrow Agent shall be further set forth in the Escrow Agreement.

7.6 Manner of Payment; Escrow Period; Distribution of Escrow Fund.

(a) Any indemnification pursuant to this Article VII shall be effected by wire transfer of immediately available funds to an account designated by the Stockholders' Representative or the Parent, as the case may be, within three (3) Business Days after final determination of the amount thereof, whether pursuant to a final judgment, settlement or agreement among the parties hereto; provided that, to the extent that all or any portion of any indemnification payment to be made to any Parent Indemnified Party is to be satisfied through funds remaining available in the Escrow Fund, the Stockholders' Representative and the Parent shall, within three (3) Business Days after the determination of the amount thereof, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release the appropriate portion of the Escrow Fund to an account designated by the Parent; provided, further, that any payments required to be made by the Stockholders in satisfaction of claims for indemnification pursuant to Section 7.2(a) shall be paid first from the Escrow Fund, to the extent of the available funds in the Escrow Fund and until the Escrow Fund is depleted, prior to any recourse being sought against any Stockholder with respect to any claim for indemnification brought by the Parent Indemnified Parties thereunder to the extent such recourse being sought against any Stockholder is in accordance with the limitations set forth in this Article VII.

(b) The Escrow Fund shall be in existence immediately following the Closing Date and shall terminate at 11:59 pm Israel Time on the date that is eighteen (18) months after the date on which the Closing Date occurs (the period of time from the Closing Date through and including the termination of the Escrow Fund is referred to as the "Escrow Period") and any amounts left in the Escrow Account shall be distributed to each Stockholder in accordance with such Stockholder's Allocable Portion paid hereunder; provided, that, the Escrow Fund shall not be released with respect to such amount of cash equal to the amount of Losses related to any unsatisfied claims for indemnification under Section 7.2(a) with respect to which, a notice in accordance with the procedures set forth in this Article VII was delivered to the Stockholders Representative and the Escrow Agent prior to the expiration of the Escrow Period. As soon as all such claims, if any, have been resolved, any amounts remaining in the Escrow Fund not required to satisfy such claims shall be delivered to each Stockholder in accordance with such Stockholder's Allocable Portion paid hereunder.

(c) The Escrow Agreement shall contain, among other things, the terms and provisions related to how indemnification claims are to be made by the Indemnified Parties against the Escrow Fund and how the Indemnifying Parties can object to such indemnification claims.

7.7 Determination of Loss Amount.

(a) In the event that the Closing occurs, each Indemnifying Stockholder agrees that such Stockholder will not seek, nor will any Indemnifying Stockholder be entitled to, reimbursement or contribution from, subrogation to, or indemnification by the Company or its Subsidiaries, under their organizational documents, this Agreement, applicable corporate Laws or other Legal Requirements or otherwise, in respect of any amounts due from the Indemnifying Stockholders to any Parent Indemnified Party under this Article VII or otherwise in connection with this Agreement; provided that the foregoing shall not limit the rights of the Indemnified Parties under Section 7.3 to seek indemnification in accordance with the provisions therein. Each Indemnifying Stockholder further agrees not to make any claims against any directors and officers insurance policy maintained or to be maintained by or for the benefit of the Company or its Subsidiaries in respect of amounts due by the Indemnifying Stockholders to a Parent Indemnified Party under this Article VII or otherwise in connection with this Agreement.

(b) The right to indemnification and the payment of Losses of any Parent Indemnified Party pursuant to this Article VII, or the availability of any other remedies contemplated hereby, based upon any representation, warranty, covenant, agreement or obligation of the Company contained in or made pursuant to this Agreement will not be affected by any investigation made by or on behalf of any Parent Indemnified Party or its Affiliates, or the knowledge of any such Parent Indemnified Party's or its Representatives, with respect to the accuracy or inaccuracy of, or compliance or non-compliance with, any such representation, warranty, covenant, agreement or obligation at any time prior to or following the party's entrance into this Agreement.

7.8 Exclusive Remedy. Notwithstanding anything to the contrary in this Article VII, the parties hereto hereby agree that, from and after the Closing Date, the Escrow Fund shall be the sole and exclusive source of recovery for the Parent Indemnified Parties under or in connection with this Agreement and the Transaction Documents and with respect to any Losses incurred by any party hereto in connection with this Agreement and the Transaction Documents and the sole and exclusive remedy of the Parent Indemnified Parties for any such claims; provided that nothing herein shall preclude any party from (a) seeking any remedy based upon fraud or intentional misrepresentation, (b) seeking any nonmonetary remedy for breach of covenants, or (c) seeking indemnification for a breach of the Fundamental Representations, the Stockholder Indemnity, and the Appraisal Indemnity. Any indemnification to be paid to the Parent Indemnified Parties by Stockholders shall be made first out of the Escrow Fund up to the funds then existing in the Escrow Fund and in accordance with the procedures specified in this Article VII and the limitations set forth in this Article VII.

7.9 Purchase Price Adjustments. Any amounts payable under this Article VII shall be treated by the parties as an adjustment to the Purchase Price, unless otherwise required by Law.

7.10 Notwithstanding anything to the contrary in this Agreement, no indemnified party will be entitled to any recovery under this Agreement or in connection therewith for its consequential, incidental or indirect damages, including loss of profits or loss of opportunities (excluding any such damages awarded by a court to a Third Party as part of a Third Party Claim, which shall be deemed direct damages for all intents and purposes hereunder).

7.11 The parties shall use all commercially reasonable efforts and shall consult and cooperate with each other with a view towards mitigating any Losses that may give rise to claims for indemnification under this Article VII.

7.12 The indemnification obligations of those individuals holding Series AA Preferred Stock shall be limited to their participation in the Escrow Fund, and such individuals shall not be liable hereunder for indemnification in excess of such amount (as set forth in Section 7.2(b)(ii)). Notwithstanding anything in this Article VII to the contrary, nothing herein shall release or limit the liability of any employee of the Company or any Subsidiary, in his/her capacity as such, under applicable law.

7.13 It is agreed that upon any distribution of the Escrow Funds to the Indemnifying Stockholders (if any), the Stockholders' Representative shall be entitled to receive (on account of the Indemnifying Stockholders), prior to such payment, reimbursement for his out-of-pocket expenses.

ARTICLE VIII TERMINATION

8.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) Mutual Consent. By mutual written consent of the Parent and the Company;

(b) By the Parent if it is not in material breach of its obligations under this Agreement and if there shall have been a material breach by Company of any representation, warranty, covenant or agreement set forth in this Agreement, which breach would give rise to a failure of a condition set forth Section 6.1 and is incapable of being cured or, if capable of being cured, shall not have been cured within 15 days following receipt by Company of notice of such breach from Parent;

(c) By Company if it is not in material breach of its obligations under this Agreement and if there shall have been a material breach by the Parent or Merger Sub of any representation, warranty, covenant or agreement of Parent or Merger Sub set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Section 6.2 is incapable of being cured or, if capable of being cured, shall not have been cured within 15 days following receipt by the applicable Purchaser of notice of such breach from Company;

(d) End Date. By either the Parent or the Company upon delivery of written notice to the other if (i) the Closing has not occurred on or before 5:00 p.m., Israel time, on September 30, 2010 (the "End Date"); provided, that neither the Parent nor the Company will be entitled to terminate this Agreement pursuant to this Section 8.1(d), (i) if such Person's (or, in the case of the Company, any of the Company or any Representative thereof, or in the case of the Parent, the Parent or the Merger Sub or any Representative thereof) willful breach of, or willful failure to fulfill any obligation under, this Agreement or any other Transaction Document has been the primary cause of the failure of the Closing to occur on or prior to such time on the End Date; (ii) there shall be a final nonappealable order of any Governmental Entity in effect preventing consummation of the transactions contemplated by this Agreement and the Transaction Documents; or (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the transactions contemplated by this Agreement and the Transaction Documents by any Governmental Entity that would make consummation of the transactions contemplated by this Agreement and the Transaction Documents illegal; or

(e) Orders; Laws. By either the Parent or the Company upon delivery of written notice to the other if there shall be in effect a final nonappealable Order of a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby or a material portion thereof.

8.2 Effect of Termination. Subject to the provisions of this Section 8.2, the rights of termination set forth above are in addition to any other rights a terminating party may have under this Agreement and/or the other Transaction Documents, and the exercise of a right of termination will not be an election of remedies. Notwithstanding the foregoing sentence, in the event of any termination of this Agreement by any of the Parent or the Company as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party or any of its or their Affiliates to any other Person by virtue of, arising out of or otherwise in connection with this Agreement or any other Transaction Document; provided, that (i) nothing in this Agreement or any other Transaction Document will relieve any party from liability for any willful breach of this Agreement or any other Transaction Document prior to such termination or for actual fraud and (ii) Section 5.4 ("Confidentiality") and Article X ("Miscellaneous") and any pre-termination breaches of such provisions shall survive any termination of this Agreement and each party shall be entitled to all remedies available at law or in equity in connection with any past or future breach of any such provision.

ARTICLE IX DEFINITIONS

9.1 Interpretation. Where specific language is used to clarify by example a general statement contained in this Agreement (such as by using the word "including"), such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words "include" and "including," and other words of similar import when used in this Agreement shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words "without limitation." The word "if" and other words of similar import when used herein shall be deemed in each case to be followed by the phrase "and only if." The words "herein," "hereto," and "hereby" and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement. Any reference herein to "dollars" or "$" shall mean United States dollars. The words "as of the date of this Agreement" and words of similar import shall be deemed in each case to refer to the date this Agreement was first signed by all parties. The term "or" shall be deemed to mean "and/or." Any reference to any particular Code section or any other Law in this Agreement will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to a Governmental Entity shall be deemed to include reference to any successor thereto. Unless expressly specified otherwise, whenever used in this Agreement, the terms "Annex," "Article," "Section," "Schedule" and "Exhibit" refer to annexes, articles, sections, schedules and exhibits of this Agreement.

9.2 Certain Definitions.

"Action" means any action, arbitration, lawsuit, charge, claim, complaint, demand, grievance, hearing, inquiry, investigation, proceeding or suit by or before any Governmental Entity.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, (including, but not limited to, all directors and officers of such Person) controlled by, or under common control with, such Person.

"Allocable Portion" means, the portion of Distributable Proceeds each Indemnifying Stockholder is eligible to receive in accordance with the Certificate of Incorporation or as otherwise agreed by certain Stockholders with respect to their portion of the Distributable Proceeds from the Purchase Price, the First Earn-Out and the Second-Earn Out taken as whole. Notwithstanding anything herein to the contrary, the Indemnifying Stockholders shall be solely responsible and liable for any Liabilities or claims arising out of or related to any such agreements or arrangements among themselves relating to the allocation of Distributable Proceeds between or among themselves.

"Assets and Properties" of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned, licensed or leased by such Person, including cash, cash equivalents, investment assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

"Business Combination" means, with respect to any Person, (a) any merger, consolidation, share exchange reorganization or other business combination transaction to which such Person or any of its subsidiaries is a party, (b) any sale, dividend, split or other disposition of any Equity Interests of such Person or any of its subsidiaries (except for issuances of common stock upon conversion of preferred stock outstanding on the date hereof or the exercise of any options or warrants outstanding on the date hereof or issued in accordance with the covenants of this Agreement), (c) any tender offer (including a self tender), exchange offer, recapitalization, restructuring, liquidation, dissolution or similar or extraordinary transaction involving such Person or any of its subsidiaries, (d) any sale, dividend or other disposition of all or a material or significant portion of the Assets and Properties of such Person or any of its subsidiaries (including by way of exclusive license or joint venture formation) or (e) the entering into of any agreement or understanding, the granting of any rights or options, or the acquiescence of such Person or any of its subsidiaries, with respect to any of the foregoing.

"Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company filed with the Secretary of the State of Delaware on August 26, 2009 as amended from time to time, and as in effect on the Closing Date prior to the Closing.

"Business Day" means any day, other than Saturday or Sunday, on which commercial banks in Tel Aviv, Israel are generally open for business.

"Code" means the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder, as amended, supplemented or substituted therefor from time to time.

"Common A Per Share Amount" means the amount of cash to be received for each share of Common A Stock as set forth on the Capitalization Table, as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation.

"Common A Stock" means the Common A Stock, par value US$0.001 per share, of the Company.

"Common B Per Share Amount" means the amount of cash to be received for each share of Common B Stock as set forth on the Capitalization Table as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation.

"Common B Stock" means the Common B Stock, par value US$0.001 per share, of the Company.

"Common Series Stock" means, collectively the Common A Stock and the Common B Stock.

"Common Stock" means the Common Stock, par value US$0.001 per share, of the Company.

"Common Stock Per Share Amount" means the amount of cash to be received for each share of Common Stock as set forth on the Capitalization Table as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation.

"Company" has the meaning ascribed to it in the preamble of this Agreement; provided, however, that except where the context otherwise clearly and unambiguously requires, each reference to the Company is intended, and shall be deemed and construed to refer, both individually and collectively, conjunctively and disjunctively, both to the Company and to each of the Subsidiaries, so that each statement, representation and warranty or covenant in Article II, Article IV and Article V shall apply to the Company and each of its Subsidiaries.

"Company Holder" means a Stockholder or Optionholder.

"Company In-Licensed Intellectual Property" means any and all third-party Technology or Intellectual Property under which such third party has granted rights to Company pursuant to a License or other Contracts, excluding Non-Critical Software or Open Source Software.

"Company Intellectual Property" means any Intellectual Property that is owned by the Company and/or any of the Subsidiaries.

"Company Options" means all options to acquire shares of Common Stock, Series AA Preferred Stock, or Series D Preferred Stock granted or awarded under the Company Option Plan which are unexercised and outstanding as of immediately prior to the Effective Time.

"Company Option Plan" means the Company's 2004 Stock Option Plan, including any appendix thereto and amendments thereof.

"Company Products" means all products, technologies and services sold or offered for sale by the Company or its Subsidiaries.

"Company Registered Intellectual Property" means all Registered Intellectual Property owned by, filed in the name of, assigned to or applied for by, the Company or any of the Subsidiaries.

"Company Securities" means, collectively, the Company Shares, Warrants and Company Options.

"Company Shares" means, collectively, the Common Stock, the Common Series Stock and the Preferred Stock.

"Company Technology" means all Technology owned, developed or acquired by assignment by the Company and/or its Subsidiaries.

"Company Transaction Expenses" means (a) all fees, costs and expenses (including, fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants and appraisal fees, costs and expenses) incurred by the Company, its Subsidiaries or any Stockholder (to the extent that the Company or its Subsidiaries is responsible for the payment thereof) in connection with the negotiation and execution of this Agreement and the Transaction Documents, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby; and (b) all amounts payable by the Company or its Subsidiaries, whether immediately or in the future, under any "change of control," retention, termination, compensation, severance or other similar arrangements as a result of the consummation of the transactions contemplated hereby.

"Contract" means any written (or oral – to the extent binding) agreement, contract, instrument, commitment, lease, guaranty, indenture, license, or other written (or oral – to the extent binding) arrangement or understanding (and all amendments, side letters, modifications and supplements thereto) between parties or by one party in favor of another party, whether written or oral.

"Designated Company Employees" means all the employees of the Company and its Subsidiaries, who are specified in the Disclosure Schedule.

"DGCL" means the General Corporation Law of the State of Delaware.

"Distributable Proceeds" means the aggregate amounts to be paid by the Parent or the Merger Sub to the Stockholders, or the Escrow Agent (but not the Retention Funds) or otherwise hereunder in accordance with the Transaction Documents plus any Earn-Out Payment, if such payment is made.

"Earn-Out Payment" means the First Earn-Out Payment and the Second Earn-Out Payment.

"Employee Benefit Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA (whether or not subject to ERISA) and each other plan, policy, program practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company or any ERISA Affiliate, which is now, or was within the past 3 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has or may have any obligation or liability, whether actual or contingent, including, all incentive, bonus, deferred compensation, severance, retirement, vacation, holiday, cafeteria, fringe benefit, medical, disability, stock purchase, sick leave, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements.

"Equity Interest" means any (a) share, quota, security, participation right and any other present or future right entitling the holder, absolutely or contingently (through the exercise of any subscription, conversion, exchange, option or similar right), to participate in the dividends or equity appreciation of another Person, including capital stock, membership interests, units, performance units, options, warrants, company appreciation rights, interests in "phantom" stock plans, restricted or contingent stock or profits interests, voting securities, stock appreciation rights or equivalents, stock loan purchase plans, convertible debentures or stock bonus plans and (b) commitments to issue any of the foregoing; provided that royalty or similar obligations based on sales of a Person and to be paid solely in cash, shall not be deemed Equity Interest.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, as amended, supplemented or substituted therefor from time to time.

"ERISA Affiliate" means any entity (whether or not incorporated) other than the Company that, together with the Company, is required to be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

"Escrow Agent" means ESOP Trust Company.

"Escrow Agreement" means the Escrow Agreement to be entered into at the Closing among the Stockholders' Representative, the Merger Sub, Parent and the Escrow Agent, substantially in the form attached hereto as Exhibit B.

"Escrow Amount" means the First Escrow Amount and the Second Escrow Amount.

"Escrow Fund" means the account established pursuant to the terms of the Escrow Agreement, consisting of the Escrow Amount.

"First Escrow Amount" means US$1,300,000.

"GAAP" means United States generally accepted accounting principles, consistently applied.

"Governmental Entity" means any (a) province, region, state, county, city, town, village, district or other jurisdiction; (b) federal, provincial, regional, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental agency, branch, bureau, department or other entity and any court or other tribunal); (d) multinational organization; (e) body exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; or (f) official of any of the foregoing.

"Harmful Code" means any program, routine, device or other feature, such as but not limited to any "back door," "drop dead device," "Trojan Horse," "virus," "worm," "spyware," or "adware" (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) compromising the privacy or data security of a user or damaging or destroying any data or file without the user's consent.

"Intellectual Property" means (a) national and multinational statutory invention registrations, patents and patent applications (including all renewals, reissues, divisions, substitutions, continuations, continuations-in-part, extensions and reexaminations thereof) registered or applied for in the United States and all other nations throughout the world ("Patent Rights"), (b) trademarks, service marks, trade dress, logos, slogans, trade names and corporate names (whether or not registered) in the United States and all other nations throughout the world, including all variations, derivations, combinations, registrations and applications for registration or renewals of the foregoing and all goodwill associated therewith, (c) copyrights and rights under copyrights (whether or not registered) and registrations and applications for registration or renewals thereof in the United States and all other nations throughout the world, including all derivative works, moral rights, renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression (including computer software, source code, executable code, data, databases and documentation) ("Copyrights"), (d) mask work rights and registrations and applications for registration or renewals thereof in the United States and all other nations throughout the world, (e) trade secrets and, business information (including pricing and cost information, business and marketing plans and customer and supplier lists), technology, specifications, designs, formulae, techniques, technical data and manuals, research and development information, know how, methods and processes (including manufacturing and production processes), and invention disclosures ("Trade Secret Rights"), (f) industrial designs (whether or not registered), (g) rights in databases and data collections (including knowledge databases, customer lists and customer databases) in the United States and all other nations throughout the world, whether registered or unregistered, and any applications for registration therefor, (h) URL and domain name registrations, (i) inventions, whether or not patentable, reduced to practice or made the subject of one or more pending patent applications, and all improvements thereto, (j) all rights in all of the foregoing provided by treaties, conventions and common law, (k) all rights to sue or recover and retain damages and costs and attorneys' fees for past, present and future infringement or misappropriation of any of the foregoing, and (l) other proprietary or intellectual property rights related to the foregoing.

"Key Employees" means those employees listed in Schedule 6.1(m).

"Knowledge" means with respect to a matter in question, the knowledge of the officers of the Company listed below. An individual will be deemed to have "Knowledge" of a particular fact or matter if such individual is actually aware of such fact or matter or if such individual should have become aware of such fact or matter after making reasonable inquiry or otherwise in the course of performing his or her duties. Knowledge of the Company shall mean the knowledge of Dvora Nuriel-Valach, Omer Geva, Moshiko Avlagon and Dan Eylon. "Actual Knowledge" means with respect to a matter or fact in question, the actual awareness of such matter or fact by Dvora Nuriel-Valach, Omer Geva, Moshiko Avlagon and Dan Eylon.

"Law" means any requirement arising under any constitution, law, statute, code, treaty, decree, rule, ordinance or regulation or any determination or direction of any arbitrator or any Governmental Entity, including any Environmental and Safety Requirements and including any of the foregoing that relate to data use, privacy or protection.

"Liability" means any liability, debt, obligation, deficiency, interest, Tax, penalty, fine, claim, demand, judgment, cause of action or other loss (including, loss of benefit or relief), cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or become due.

"License" means any contract, commitment, agreement or other arrangement that grants a Person the right to use or otherwise enjoy the benefits of any Intellectual Property (including any covenants not to sue with respect to any Intellectual Property).

"Lien" means any security interest, pledge, bailment (in the nature of a pledge or for purposes of security), mortgage, deed of trust, the grant of a power to confess judgment, conditional sales and title retention agreement (including any lease in the nature thereof), charge, encumbrance or other similar arrangement or interest in real or personal property.

"Losses" means any and all losses, Liabilities, Actions, causes of action, costs, damages (including consequential damages but excluding special damages, incidental damages, punitive damages, exemplary damages, lost profits (including loss of NOLs) or other unforeseen damages except to the extent owed or payable to a third party) or expenses, whether or not arising from or in connection with any Third-Party Claims (including, interest, penalties, reasonable attorneys', consultants' and experts' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) or any other claim, default or assessment (including any claim asserting or disputing any right under this Agreement or any Transaction Document against any party hereto or otherwise).

"Material Adverse Effect" means a change, effect, event, occurrence or circumstance that is materially adverse to the business, condition (financial or otherwise), results of operations or Assets and Properties of the Company and its Subsidiaries taken as a whole; provided, that none of the following shall constitute a Material Adverse Effect: (i) changes in general economic or political conditions or financial credit or securities markets in general (including changes in interest or exchange rates) whether worldwide or in the United States or Israel, (ii) acts of war, armed hostilities or terrorism or any escalation or worsening of any acts of war, armed hostilities or terrorism, or (iii) changes in GAAP; except in each case to the extent such changes affect the Company and its Subsidiaries in a disproportionate manner as compared to other companies or businesses in the Company's field of operation, or (iv) changes resulting solely from the announcement of the Merger.

"Multiemployer Plan" has the meaning set forth in Section 3(37) of ERISA (Code Section 29 USC Section 1002(37)).

"Non-Critical Software" means generally available standard off-the-shelf shrink-wrap PC software and similar generally available software commercial end-user software having an individual acquisition cost of $25,000 or less.

"Open Source Software" means any Software (including, source code, object code, libraries and middleware) that (a) contains, or is derived in any manner in whole or in part from, any Software that is distributed as free Software, open source Software (e.g. Linux) or under similar licensing or distribution models); (b) may require as a condition of use, modification or distribution that such Software or other Software incorporated into, derived from or distributed with such Software: (i) be disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge; and/or (c) is subject to the GNU General Public License (GPL), the Lesser GNU Public License (LGPL), Mozilla Public License or other similar licensing regimes that requires, or conditions the use or distribution of such software or derivatives thereof on, the disclosure, licensing, or distribution of any source code for any portion of such software or derivatives thereof.

"Optionholder" means any holder of Company Options.

"Parent Ordinary Shares" means ADR's that represent ordinary shares, NIS 1.00 par value per share, of the Parent.

"Paying Agent" means ESOP Management and Trust Services Ltd.

"Person" means an individual, a partnership, a corporation, an association, a limited liability company a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity.

"Plenus" means Plenus II, Limited Partnership and Plenus II (D.C.M), Limited Partnership, collectively.

"Plenus Loan" means a loan provided by Plenus to the Company, together with all interest therein outstanding as of the Closing Date .

"Plenus Loan Agreement" means that certain agreement entered into between Plenus, the Company and certain of its Subsidiaries, dated September 25, 2007, as amended, providing the Company with a loan, including all exhibits and schedules and documents ancillary thereto.

"Post-Closing Tax Period" means any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date.

"Pre-Closing Tax Period" means any Tax period ending on (and including) the Closing Date and the portion of any Straddle Period ending on (and including) the Closing Date.

"Preferred Stock" means, collectively, the Series A1 Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock.

"Principal Stockholders" means each of the Stockholders set forth on Exhibit A.

"PTO" means the U.S. Patent and Trademark Office, or successor agency.

"Purchase Price" means Twenty Nine Million Eight Hundred Thousand Dollars ($29,800,000), which amount is subject to adjustment as set forth in this Agreement.

"Registered Intellectual Property" shall mean all United States, international, foreign and other non-US Intellectual Property that have been recorded or registered in any applicable jurisdiction or are otherwise the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by any Governmental Entity.

"Related Party" means (a) any officer, director, Key Employee, stockholder or Affiliate of any of the Company or its Subsidiaries; (b) any first degree family member of any such Person, or (c) any entity in which any such Person in clause (a) owns more than 25% of the securities, beneficial interest or voting rights thereof (other than portfolio companies of any stockholder of the Company, to the extent such stockholder is an angel, venture capital or similar fund).

"Representatives" means, with respect to any Person, such Person's officers and directors, employees, Affiliates, advisors, representatives, accountants, attorneys, investment bankers, financial advisers, and agents.

"Second Escrow Amount" means US$1,680,000.

"Series AA Per Share Amount" means the amount of cash to be received for each share of Series AA Preferred Stock as set forth on the Capitalization Table as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation.

"Series AA Preferred Stock" means the Series AA Preferred Stock, par value US$0.001 per share, of the Company.

"Series A-1 Per Share Amount" means the amount in cash to be received for each share of Series A-1 Preferred Stock as set forth on the Capitalization Table as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation

"Series A-1 Preferred Stock" means the Series A-1 Preferred Stock, par value US$0.001 per share, of the Company.

"Series B Per Share Amount" means the amount in cash to be received for each share of Series B Preferred Stock set forth on the Capitalization Table as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation.

"Series B Preferred Stock" means the Series B Preferred Stock, par value US$0.001 per share, of the Company.

"Series C Per Share Amount" means the amount in cash to be received for each share of Series C Preferred Stock set forth on the Capitalization Table as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation.

"Series C Preferred Stock" means the Series C Preferred Stock, par value US$0.001 per share, of the Company.

"Series D Per Share Amount" means the amount in cash to be received for each share of Series D Preferred Stock set forth on the Capitalization Table as determined in accordance with Section 2 of paragraph B of Article Fourth of the Certificate of Incorporation.

"Series D Preferred Stock" means the Series D Preferred Stock, par value US$0.001 per share, of the Company.

"Software" means computer software, firmware, programs and databases in any form, including source code, executable code, tools, developers kits, utilities, graphical user interfaces, menus, images, icons, and forms, and all versions, updates, corrections, enhancements and modifications thereof, and all related documentation, developer notes, comments and annotations related thereto.

"Stockholder" means the holder of Company Shares as of the time immediately prior to the Effective Time.

"Subsidiaries", with respect to the Company, means each of (i) e-Glue Software Technologies Ltd., a corporation organized under the Laws of the State of Israel; (ii) e-Glue Business Technologies UK Limited, a wholly owned corporation of e-Glue Software Technologies Ltd. organized under the Laws of England and Wales; and (iii) e-Glue USA, Inc. a wholly owned corporation organized under the Laws of the State of Delaware.

"Straddle Period" means any Tax period beginning on or before and ending after the Closing Date.

"Takeover Statute" means a "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation, including Section 203 of the Delaware General Corporation Law.

"Tax" or "Taxes" means any and all taxes, charges, duties, fees, levies, imposts or other assessments, reassessments, or mandatory payments of any kind whatsoever, whether direct or indirect, imposed by or payable to or accrued to the benefit of any federal, state, local or foreign tax authority and/or Governmental Authority, including, without limitation, gross income, net income, gross receipts, license, payroll, employment, workers' compensation, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, property, personal property, sales, use, transfer, registration, value added, business, ad valorem, duties, turnover, goods, production, occupancy, utility, services, municipal, real property, abandoned property under escheatment Laws, capital gain, transfer and gain, alternative or add-on minimum, estimated, or other taxes or mandatory payments of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, including any liability for the foregoing by reason of membership in affiliated, consolidated, combined, unitary or similar Tax group by Contract, indemnity or otherwise.

"Tax Law" means the Code, federal, state, county, local, or foreign laws relating to Taxes and any regulations or official administrative pronouncements released thereunder.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Taxing Authority" means any governmental agency, board, bureau, body, department or authority of any United States federal, state or local jurisdiction or any foreign jurisdiction, having or purporting to exercise jurisdiction with respect to any Tax.

"Technology" means copies and tangible embodiments of Intellectual Property, whether in electronic, written or other media, including Software, technical documentation, specifications, designs, bills of material, test reports, schematics, algorithms, application programming interfaces, user interfaces, routines, formulae, databases, lab notebooks, invention disclosures, processes, prototypes, studies, or other know-how and other works of authorship.

"Transaction Documents" means this Agreement, the Non-Competition Agreements, the Letter of Transmittal, the Escrow Agreement and the Contracts, documents and certificates required to be delivered or executed in connection with this Agreement; provided that the Transaction Documents do not include any Contract listed on Schedule 2.13(a).

9.3 Additional Definitions. The following capitalized terms used in this Agreement shall have the respective definitions given to them in the corresponding sections listed below:

Section
2.19(i)
Preamble
2.7(a)
1.11(e)
1.8(f)(iii)
5.5
1.2
1.2
1.2
1.11(a)
1.11(d)
Article III

Company Financial Statements2.7(a)Company Share Certificates1.14(b)Cost of Delivery1.11(b)D&O Insurance5.3(b)Dissenting Shares1.7Draft NWC1.11(a)(i)Effective Time1.2End Date8.1(d)Escrow Period7.6(b)ExchangeRecitalsExchange Ratio1.8(f)(iii)LOI5.4First Earn-Out PaymentFirst Earn-Out PeriodFirst Lower BoundExhibit CFirst Upper BoundExhibit CForeign Plans2.19(j)Fundamental Representations7.1Grants2.24Indemnified Party7.4(a)Indemnifying Party7.4(a)
Exhibit GExhibit G
Indemnifying Stockholder7.2(a)
Information Statement4.9(a)
Investment Center2.24
Israeli Employees2.18(f)
Israeli Option Tax Ruling5.7
Israeli R&D Law2.11(r)
Latest Balance Sheet2.7(a)
Leased Properties2.12(b)
Lease2.12(b)
Merger SubPreamble
NWC Withheld Amount1.11(c)
Non Competition AgreementPreamble
Nondisclosure Agreement5.4
Nonqualified Deferred Compensation Plan2.19(i)
Parent Dispute Notice1.11(e)
OCS2.11(r)
Ordinance1.13
Over Achievement BoundExhibit G
ParentPreamble
Parent Assumed Options1.8(f)
Parent Indemnified Parties7.2(a)
Participant2.9(o)
Permits2.17(b)
Retention Cash1.10(a)
Retention Funds1.10(a)
SEC3.7
Second Earn-Out PaymentExhibit G

Term	Section
Second Earn-Out Period	Exhibit G
Second Escrow Amount	Exhibit G
Second Lower Bound	Exhibit G
Second Upper Bound	Exhibit G
Section 102	1.8(h)
Soliciting Materials	4.9(b)
Stockholder Indemnified Parties	7.3(a)
Stockholders' Representative	Preamble
Stockholder Written Consent	Recitals
Survival Date	7.1
Surviving Corporation	1.1
Tangible Assets	2.10
Tax Indemnity	7.2(a)(iii)
Third-Party Claim	7.4(b)
Threshold	7.2(b)(i)
Unvested Options	1.8(a)
Vested Options	1.8(b)

ARTICLE X MISCELLANEOUS

10.1 No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided that any Person that is not a party to this Agreement but, by the terms of Section 5.3 or Article VII, is entitled to indemnification or insurance coverage, shall be considered a third-party beneficiary of this Agreement, with full rights of enforcement as though such Person was a signatory to this Agreement.

10.2 Entire Agreement. This Agreement, including the exhibits hereto and the Disclosure Schedules, and the other Transaction Documents, constitute the entire agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between such parties, written or oral, including the letter of intent dated March 28, 2010, that may have related in any way to the subject matter hereof.

10.3 Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned (whether by operation of Law, through a change in control or otherwise) by the Company without the prior written consent of the Parent, or by the Parent without the prior written consent of the Company; provided that the Parent and its Affiliates shall have the right to assign, without such consent but with prior notice to the Company, (a) Parent's right and obligations under this Agreement in whole or in part to any Affiliate thereof; on the condition that the Parent shall remain liable and responsible for compliance with all terms and obligations hereunder.

10.4 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile transmission or by electronic mail with a pdf scanned attachment), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.5 Titles. The titles, captions or headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

10.6 Notices. All notices, requests, claims, demands or other communications required or permitted to be given hereunder shall be in writing and may be delivered by hand, by air mail, by internationally recognized private courier (for delivery in no fewer than two (2) Business Days with return receipt requested), or by facsimile (with a copy sent by another means specified herein). Except as provided otherwise herein, notices delivered by hand shall be deemed given upon receipt; notices delivered by air mail shall be deemed given ten (10) days after being deposited in the mail system, postage prepaid with return receipt requested; notices delivered by internationally recognized private courier shall be deemed given upon receipt; and notices delivered by facsimile shall be deemed given twenty-four hours (24) after the sender's receipt of confirmation of successful transmission. All notices shall be addressed as follows:

If to the Company, prior to the Closing:

e-Glue Software Technologies, Inc. 79 Hudson St. Hoboken, NJ Attn.: Omer Geve, CEO Tel: + 1-201-892-6643 Fax: 972-4-623-8829 Email: omer.geva@eglue.com

with a copy (which shall not constitute notice) to:

Zysman, Aharoni, Gayer & Co. Law Offices 41-45 Rothschild Blvd, Tel Aviv 65784 Attn.: Mor Limanovich, Advocate Tel: +972-3-7955555 Fax: +972-3-7955595 Email: morl@zag-law.co.il

If to the Stockholders' Representative

Mr. Zeev Holtzman Ramat Aviv Tower 40 Einstein St., 12th floor Tel Aviv, 61175 Israel Fax: +972-3-640-2319 Attn: Zeev Holtzman

And to:

Mr. Erez Shachar 96 Rothschild Blvd. Tel Aviv, 65224 Israel Tel + 972-3-7108221 Fax +972-3-7108210 Email eshachar@evergreen.co.il

with a copy (which shall not constitute notice) to:

Nashitz, Brandes & CO Law Offices 5 Tuval St. Tel-Aviv Attn: Sharon Amir, Adv. Fax: 03-5235106

If to the Merger Sub, the Parent or, after the Closing, the Company:

8 Hapnina Street, P.O.Box 690 Ra'anana 43197 Attn.: Yechiam Cohen, General Counsel Tel: +972-9-7753777 Fax: +972-9-7437446 Email: Yechiam.Cohen@nice.com

with a copy (which shall not constitute notice) to:

Meitar, Liquornik, Geva & Leshem, Brandwein 16 Abba Hillel Silver Road Ramat-Gan 52506, Israel Attn: Asaf Harel, Advocate Tel: +972-3-6103100 Fax: 972-3-610-3656 Email: aharel@meitar.com

Any party hereto may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means, but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party hereto may change the address or facsimile number to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving each other party notice in the manner herein set forth.

10.7 Governing Law. This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

10.8 Consent to Jurisdiction. Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any Action arising out of or relating to the Transaction Documents delivered in connection therewith or the transactions contemplated thereby or for recognition or enforcement of any judgment relating thereto, and each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any such Action except in such courts; (b) agrees that any claim in respect of any such Action may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court; (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in any such Delaware State or Federal court; and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Action in any such Delaware State or Federal court. Each party hereto agrees that (i) this Agreement involves at least $100,000.00 and (ii) this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each party hereto agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.6. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

10.9 Waiver of Trial by Jury. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS; (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS; (C) IT MAKES SUCH WAIVERS VOLUNTARILY; AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.9.

10.10 Amendment or Modification. This Agreement may not be amended, supplemented or modified except in a written instrument executed by the Merger Sub, the Parent and the Company (prior to the Effective Time) or Stockholders' Representative (after the Effective Time), in which case, any such amendment, supplement or modification of this Agreement shall be binding upon the other parties hereto.

10.11 Waivers. Except where a specific period for action or inaction is provided herein, neither the failure nor any delay on the part of any party hereto in exercising any right, power or privilege under this Agreement or any Transaction Document shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. The failure of a party hereto to exercise any right conferred herein within the time required shall cause such right to terminate with respect to the transaction or circumstances giving rise to such right, but not to any such right arising as a result of any other transactions or circumstances.

10.12 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Except where this Agreement specifically provides for arbitration, it is agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state or province having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

10.13 Press Releases. Prior to the Closing Date and except as required for compliance with any applicable Law, the Parent, Merger Sub, Company and Stockholders Representative, and their respective Representatives shall refrain from, directly or indirectly, making any release to the press or other public disclosure, or otherwise informing any competitor, customer, partner or supplier of the Company, of any issue relating to the transactions contemplated by the Transaction Documents, or the existence of the Transaction Documents, except for such releases or disclosures as shall be mutually agreed upon by the parties in writing, and except as may be required under Schedule 2.5(a). However, it is acknowledged by the parties that where circumstances arise following the date hereof which require disclosure by the Parent in order to comply with any applicable Law (including listing requirements), the Parent shall provide Company with prior notice, but any such disclosure, its form and its content shall be at the sole discretion of the Parent. After the Closing Date, only the Parent may make press releases and any other public or private disclosures concerning the transactions contemplated by the Transaction Documents without the need to obtain consent of any other party.

10.14 Expenses. Except as otherwise provided in this Agreement, the parties shall each bear their own fees, costs and expenses (including, fees, costs and expenses of legal counsel or other representatives and consultants and appraisal fees, costs and expenses) incurred by the respective party hereto in connection with the negotiation of the Transaction Documents, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. All such Company-borne expenses shall be accrued consistently with GAAP and reflected in the Net Working Capital and be treated as part of the Company Transaction Expenses.

10.15 Severability of Provisions. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced as a result of any rule of law or public policy, all other terms and other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the greatest extent possible.

10.16 Representation by Counsel and Tax Advice. Each party hereto represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party's respective counsel, that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence. The Company (i) has had an opportunity to have its own tax advisors review the Tax consequences of the transactions contemplated by this Agreement, (ii) understands that (A) the Company must rely solely on its advisors and not on any statements or representations by the Parent, the Merger Sub or any of their Representatives and (B) none of the Parent, the Merger Sub or any of their Representatives guarantee or warrant the Tax consequences of the transactions contemplated by this Agreement to the Company and (iii) understands that it and the Stockholders (and not the Parent or the Merger Sub) shall be responsible for their own Tax Liabilities that may arise as a result of the transactions contemplated by this Agreement.

10.17 Stockholders' Representative. For the purpose of this Section 10.17, the term "Stockholder" shall be deemed to refer to the Indemnifying Stockholders. The parties acknowledge that:

(a) Effective upon the approval of this Agreement and the transactions contemplated hereby, and without further act of any Stockholder, by virtue of executing the Stockholders Written Consent and/or a Letter of Transmittal and/or any other agreement with the Company or by virtue of receiving any portion of the Distributable Proceeds, each Stockholder shall have irrevocably appointed Mr. Zeev Holtzman and Mr. Erez Shachar to act together as agent and attorney-in-fact for and on behalf of the Indemnifying Stockholders (the "Stockholders' Representative") for each such Stockholder (except such Stockholders, if any, as shall have perfected their appraisal or dissenters' rights under applicable Law), and each such Stockholder authorizes the Stockholders' Representative acting for such Stockholder and in such Stockholder's name, place and stead, in any and all capacities to do and perform every act and thing required, permitted, necessary or desirable to be done as of the Closing in connection with the transactions contemplated by the Transaction Documents, as fully to all intents and purposes as such Stockholder might or could do in person, including to:

(i) take any and all actions (including, executing and delivering any documents, incurring any costs and expenses on behalf of the Stockholders) and make any and all determinations which may be required or permitted in connection with the post-Closing implementation of this Agreement and related agreements and the transactions contemplated hereby and thereby;

(ii) give and receive notices and communications thereunder;

(iii) negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes with the Parent and any other Parent Indemnified Parties arising out of or in respect of the Transaction Documents, including, claims and disputes pursuant to Article VII of this Agreement;

(iv) authorize release of amounts from the Escrow Fund in satisfaction of claims made by the Parent Indemnified Parties thereunder;

(v) enter into the Escrow Agreement and act pursuant thereto;

(vi) enter into any waiver or amendment of the Escrow Agreement or this Agreement after the Closing;

(vii) retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with all matters and things set forth or necessary with respect to the Transaction Documents and the transactions contemplated hereby and thereby; and

(viii) make any other decision or election or exercise such rights, power and authority as are incidental to the foregoing.

(b) Notwithstanding the foregoing:

(i) with respect to any amendment to this Agreement or the Escrow Agreement attached hereto, as between the Stockholders and the Stockholders' Representative, the Stockholders' Representative shall obtain the prior written (including email) approval of Stockholders who held, immediately prior to the Closing, more than fifty percent (50%) of the issued and outstanding Company Shares (on an as converted basis), prior to entering into such amendment;

(ii) with respect to any matter which relates to a specific Stockholder, or which would treat a Stockholder materially and adversely different then the other Stockholders hereunder, including a claim for indemnification from a specific Stockholder, as between such Stockholder and the Stockholders' Representative, the Stockholders' Representative shall not take any action on account of such Stockholder relating to such matter, without the prior written (including email) consent of such Stockholder. Such Stockholder shall be entitled to appoint a representative on behalf of itself to act as its representative hereunder solely with respect to such matter and without affecting any of the other Stockholders, in which case the Stockholder's Representative shall be relieved from any obligation hereunder in respect to such matters.

(c) Each of the Indemnifying Stockholders acknowledges and agrees that as of the Closing, upon any delivery by the Stockholders' Representative of any waiver, amendment, agreement, opinion, certificate or other document executed by the Stockholders' Representative, such Stockholder shall be bound by such documents as fully as if such Stockholder had executed and delivered such documents.

(d) Upon the death, disability or incapacity of the initial Stockholders' Representative appointed pursuant to 10.17(a), each of the Stockholders acknowledge and agree that such Person as is appointed by the Stockholders who held a majority of 2/3 of the outstanding Company Shares immediately prior to the Closing (on an as-converted basis) shall serve as the new stockholders' representative; provided that no change in the Stockholders' Representative shall be effective prior to the delivery to the Parent of written notice thereof from the Stockholders who held a majority of 2/3 of the Company Shares (on an as-converted basis) immediately prior to the Closing. The Stockholders' Representative may resign at any time; provided that it must provide the Stockholders who held a majority of the Company Shares (on an as-converted basis) immediately prior to Closing thirty (30) days' prior written notice of such decision to resign. Except as expressly permitted hereunder, the Stockholders' Representative shall not receive compensation for service in such capacity.

(e) Any and all actions taken or not taken, exercises of rights, power or authority and any decision or determination made by the Stockholders' Representative in connection herewith shall be absolutely and irrevocably binding upon the Indemnifying Stockholders as if such Person had taken such action, exercised such rights, power or authority or made such decision or determination in its individual capacity, and the Escrow Agent and the Parent may rely upon such action, exercise of right, power, or authority or such decision or determination of the Stockholders' Representative as the action, exercise, right, power, or authority, or decision or determination of such Person, and no Indemnifying Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Parent and its Affiliates (including after the Effective Time, the Surviving Corporation) are hereby relieved from any liability to any Person for any acts done by the Stockholders' Representative and any acts done by the Parent or its Affiliates (including after the Effective Time, the Surviving Corporation) in accordance with any decision, act, consent or instruction of the Stockholders' Representative.

(f) Each Indemnifying Stockholder shall severally and not jointly indemnify (based on its pro-rated Allocable Portion of the Distributable Proceeds paid hereunder to each Stockholder) and hold harmless the Stockholders' Representative and its successors, permitted assigns, Affiliates, directors, officers, employees and agents (collectively, "Stockholders' Representative Indemnitees") against all Losses incurred or sustained by the Stockholders' Representative Indemnitee in connection with any Action to which the Stockholders' Representative Indemnitee is made a party by reason of any act or omission in connection with its role as the Stockholders' Representative or its relationship to the Stockholders' Representative, except for fraud or willful misconduct. In the event that the Stockholders' Representative determines that any expense or payment is appropriate or desirable in connection with the exercise of its duties as Stockholders' Representative or otherwise in connection with the protection of the rights of the Stockholders, then each Stockholder shall, in accordance with instructions provided by the Stockholders' Representative, provide its pro-rata portion of such payment or expense (determined by the pro-rated Allocable Portion of the Distributable Proceeds paid hereunder to each Stockholder).

(g) The parties agree that an amount of $10,000 of the proceeds paid by the Parent (though the Paying Agent) at the Effective time shall be paid to the Stockholders' Representative as a non refundable advance for reimbursement of the costs and expenses incurred by him in connection with performance of his duties ("Stockholders' Representative Fund").

***

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

NICE-SYSTEMS LTD. By: /s/ Dafna Gruber /s/ Eran Liron Name: Dafna Gruber Eran Liron Its: CFO VP Business Development NEPTUNE MERGER SUB INC. By: /s/ Eran Porat Name: Eran Porat Its: Director E-GLUE SOFTWARE TECHNOLOGIES, INC. By: /s/ Omer Geva Name: Omer Geva Its: CEO MR. ZEEV HOLTZMAN, solely with respect to Section 10.17 MR. EREZ SHACHAR, solely with respect to Section 10.17 By: /s/ Zeev Hotzman By: /s/ Erez Shachar

Exhibit 4.5

SHARE PURCHASE AGREEMENT

Parties:

IEX Corporation B.V.

as the Purchaser

NICE Systems Limited

as Guarantor

CyberTech Beheer B.V.

and

Stichting Administratiekantoor CyberTech

as the Sellers

of 100% of the shares in the capital of CyberTech Investments B.V.

4 March 2011

CONTENTS

1.	Definitions and interpretation	2
2.	Sale and purchase of the Shares	9
3.	Purchase Price and payment	10
4.	Escrow	13
5.	special escrow	13
6.	Competition	15
7.	Post-completion covenants	16
8.	Sellers' Warranties	16
9.	Breach of Sellers' Warranties and notification of claims	17
10.	Limitation of liability under the Sellers' Warranties	19
11.	Specific indemnities	22
12.	Purchaser's warranties	25
13.	Maximum Liability	25
14.	Undertaking of the purchaser	26
15.	Confidentiality and announcements	26
16.	Guarantee	27
17.	Miscellaneous	27
18.	Governing law and jurisdiction	30

SCHEDULES

ScheduleB	Subsidiaries
Schedule 1.1	Net Working Capital provisions
Schedule 2.1	Shareholdings and Proportionate Share
Schedule 2.2.a	Completion Agenda
Schedule 2.2.b	Notary Letter
Schedule 2.3.a	Lender Letter (form)
Schedule 2.3.c	Payment Schedule
Schedule 2.3.d	Deed of Transfer
Schedule4	Escrow Agreement
Schedule5	Special Escrow Agreement
Schedule 8.1.1	Sellers' Warranties
Schedule 8.2.1.b	10 Global Business Contracts
Schedule 8.2.1.c	Master Q&A
Schedule 8.2.1.d	Disclosure Letter
Schedule 10.10	Sellers' Participants Undertaking
Schedule 11.1.a	Certain Disputes
Schedule 11.1.bSchedule 11.1.d	Certain ContractorsLetter agreement dated 26 August, 2008
Schedule 12.1	Purchaser's Warranties
Schedule 14.2	Indian Settlement Agreement

(ii)

ANNEXES

Annex 2.1.2	Constitutional documents / Company Shares and Subsidiary Shares / Branches
Annex 2.1.8	Branches
Annex 2.1.9	Directors and proxyholders
Annex 2.1.10	Powers of attorney
Annex 3.1.a	Annual accounts 2010
Annex 3.1.b	Annual accounts 2009
Annex 4.1	Group Company IP Rights / Licensed Rights
Annex 4.1.a	Letter IPC
Annex 4.5	Open Source Software
Annex 5.1.a	Employees
Annex 5.1.b	Management services agreements
Annex 5.1.c	Long time illness
Annex 5.1.d	Employment agreement Tony Procops
Annex 5.1.e	Employment agreement Jurgen Wessel
Annex 5.2	Termination notices
Annex 5.6	Pension Arrangements
Annex 5.8	Social benefit arrangements
Annex 6.1	Documents related to notices authorities
Annex 6.3	Litigation and other proceedings
Annex 9	Bank accounts
Annex 10.1.3	Overview of all fees paid and distribution agreements Addcom and Wittel
Annex 10.1.4	Consultancy agreement Blue square Telecom Ltd
Annex 10.7.a	Standard terms of business
Annex 10.7.b	Guarantees in business contracts over 12 months
Annex 12	Insurances
Annex 13.1	Properties
Annex 13.4	Covenants, etc re Properties
Annex 15	Commisions etc.
Annex 16	Contracts with Sellers

(iii)

PARTIES:

• I. IEX CORPORATION B.V. a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its corporate seat in Utrecht and its place of business at ZEN Building, Newtonlaan 115, 3584 BH, Utrecht, registered with the trade register of the Chamber of Commerce under number 34140161 (the "Purchaser");
• II. NICE Systems LIMITED, a public company with limited liability incorporated under the laws of Israel with its place of business at 8 Hapnina Street, P.O. Box 690, Ra'anana, 43107, Israel, registered with number 52-003667-2 (the "Guarantor");
• III. CYBERTECH BEHEER B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its corporate seat in Laren, the Netherlands and its place of business at (1251 AP) Laren, Leemzeulder 14, registered with the trade register of the Chamber of Commerce under number 32128042 ("CyberTech Beheer");
• IV. STICHTING ADMINISTRATIEKANTOOR CYBERTECH, a foundation (stichting), incorporated under the laws of the Netherlands with its corporate seat in Alkmaar, the Netherlands, and its place of business at (1811 ES) Alkmaar, Bloemstraat 9, registered with the trade register of the Chamber of Commerce under number 37134413 ("STAK" and together with CyberTech Beheer the "Sellers"),

The Sellers, the Purchaser and the Guarantor hereafter collectively referred to as "Parties" and each individually "Party".

RECITALS:

A. The Sellers are the sole legal and beneficial owners of 100% of the issued and outstanding shares in the share capital of CyberTech Investments B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with its corporate seat in Alkmaar, the Netherlands, and registered with the trade register of the Chamber of Commerce under number 32123219 (the "Company"), consisting of 5,232,654 (five million two hundred and thirty-two thousand six hundred and fifty-four) ordinary shares and 1 (one) preference share with a nominal value of €0.01 (1 eurocent) each (the "Shares").

• B. The Company, directly or indirectly, owns the subsidiaries (the "Subsidiaries") as set out in Schedule B.
• C. The Sellers wish to sell and transfer the Shares and the Purchaser wishes to purchase and acquire the Shares, subject to the terms and conditions set out in this Agreement.
• D. Each of the Sellers and the Purchaser has complied with all relevant requirements under the 2000 Merger Code of the Social-Economic Council (SER-besluit Fusiegedragsregels 2000) and the Works Councils Act (Wet op de ondernemingsraden).

IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In this Agreement the following definitions are used:

Accountant	has the meaning given in Clause 3.1.3;
Accounts	the annual accounts consisting of the audited consolidated balance sheet as per the Accounts Date and theaudited consolidated profit and loss account of the Group over the period ending on the Accounts Date;
Accounts Date	31 December 2010;
Affiliates	an "Affiliate" of any person means any other person who, directly or indirectly, through one or moreintermediaries, controls, or is controlled by, or is under common control with, such person; and for these purposes"controlling person" means any person who controls any other person; "control" (including the terms"controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of thepower to direct or cause the direction of the management, policies or activities of a person whether through theownership of securities, by contract or agency or otherwise; and for these purposes the term "person" is deemedto include a company and a partnership; for the avoidance of doubt, "Affiliate" includes shareholders having aninterest of at least 50%, subsidiaries (dochtermaatschappijen) and group companies (groepsmaatschappijen)within the meaning of Sections 2:24a and 2:24b respectively of the Dutch Civil Code;

Agreement	this share purchase agreement;
Business Day	any day (other than a Saturday or Sunday) on which banks are open for normal banking business in theNetherlands and Israel;
Claim	has the meaning given in Clause 9.2;
Company	has the meaning given in Recital A;
Completion	has the meaning given in Clause 2.2;
Completion Agenda	has the meaning given in Clause 2.2;
Completion Date	has the meaning given in Clause 2.2;
Completion Debt	has the meaning given in Clause 11.3;
Consideration	has the meaning given in Clause 3.1.1;
CT India Amount	has the meaning given in Clause 3.1.2;
CyberTech Beheer	has the meaning given in the preamble of this Agreement under III;
Damages	has the meaning given in Clause 9.1.1;
Deed of Transfer	has the meaning given in Clause 2.3.d.;
Disclosed	has the meaning given in Clause 8.2;
Disclosed Information	has the meaning given in Clause 8.2.1.b;
Disclosure Letter	has the meaning given in Clause 8.2.1.c;
Encumbrance	any rights of pledge (pandrecht), mortgage (hypotheek), usufruct (vruchtgebruik), registered obligation(kwalitatieve verplichting), perpetual clauses kettingbedingen), lease rights, personal right of enjoyment or use,easement, right of way, right of superficies, right of first refusal, option or attachment (beslag);

Escrow Account	the bank account with ABN Amro, account number 0243253451, in the name of Stichting Escrow Orangefield withreference to "ESCRW ORNGFLD Cybertech A";
Escrow Agent	Orangefield Trust (Netherlands) B.V., a private company with limited liability (besloten vennootschap metbeperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its corporate seat inAmsterdam, the Netherlands and its place of business at (1043EJ) Amsterdam, Teleportboulevard 140, registeredwith the trade register of the Chamber of Commerce under number 33135957;
Escrow Agreement	the escrow agreement between the Sellers, the Purchaser and the Escrow Agent in the form of Schedule 4;
Escrow Amount	USD 6,000,000 (six million US dollars);
External Debt	means the Van Lanschot Debt and the Mezzanine Debt and all other interest bearing debt;
Guarantor	has the meaning given in the preamble of this Agreement under II;
Group	the Company and the Subsidiaries;
Group Company	a member of the Group;
Group Company IP Rights	has the meaning given in Sellers' Warranty 4.1;
Indian Settlement Agreement	the settlement agreement attached hereto as Schedule 14.2;
Initial Purchase Price	has the meaning given in Clause 3.1.1;

IP Rights	means all Registered IP Rights and all Non Registered IP Rights;
Lender Letter	has the meaning given in Clause 2.3.a;
Lenders	means F. Van Lanschot Bank and Van Lanschot Mezzaninefonds B.V. ;
Licensed Rights:	any rights granted to any of the Group Companies in respect of IP Rights of third parties;
Merger Damages	has the meaning given in Clause 6.1.2.
Mezzanine Debt	the total amount (including principal debt, interest, fees and any other costs) owed by any of the GroupCompanies to Van Lanschot Mezzaninefonds B.V. at the Completion Date as described in the Lender Letter byVan Lanschot Mezzaninefonds B.V.;
Net Working Capital	the amount of the current assets minus the current liabilities (excluding the External Debt) of the Group, calculatedin accordance with the provisions of Schedule 1.1;
Non Registered IP Rights	all national and international intellectual property rights not capable of being registered in a public register,including copyrights, artist rights, sound recording rights, producer's rights and/or any other neighbouring rights,portrait rights, moral rights and/or database rights, trade names and know-how, as well as any similar rights;
Notary	M.D.P. Anker of NautaDutilh, or his deputy, substitute or successor in office;
Notary Letter	has the meaning given in Clause 2.2;
NWC Adjustment	has the meaning given in Clause 3.3.2;
NWC Objection Notice	has the meaning given in Clause 3.1.1;
NWC Objection Period	has the meaning given in Clause 3.1.1;
NWC Statement	has the meaning given in Clause 3.3.1;
Open Issues	has the meaning given in Clause 3.1.3;

Open Source Software	has the meaning given in Sellers' Warranty 4.5;
Payment Schedule	has the meaning given in Clause 2.3.c;
Properties	has the meaning given in Sellers' Warranty 13.1;
Purchase Price	has the meaning given in Clause 3.1.1;
Purchaser	has the meaning given in the preamble of this Agreement under I;
Purchaser's Group	the Purchaser and its Affiliates including after Completion the Group Companies;
Purchaser's Warranties	has the meaning given in Clause 12.1;
Registered IP Rights	all national and international intellectual property rights capable of being registered in a public register (includingall applications to register them), including patent rights, model and design rights, topography rights and/ortrademark rights, and/or any applications for such rights, as well as any similar rights;
Security Rights	any rights of pledge (pandrecht), mortgage (hypotheek), guarantee (garantie), or other types of security rights;
Sellers	has the meaning given in the preamble of this Agreement under IV;
Seller's Proportionate Share	has the meaning given in Clause 3.1.1;
Sellers' Participants Undertaking	has the meaning given in Clause 8.1.1;
Sellers' Warranties	has the meaning given in Clause 8.1.1;
Shares	has the meaning given in Recital A;
Special Escrow Account	the bank account with ABN Amro, account number 0243253478, in the name of Stichting Escrow Orangefield withreference to "ESCRW ORNGFLD Cybertech B";

Special Escrow Agent	Orangefield Trust (Netherlands) B.V., a private company with limited liability (besloten vennootschap metbeperkte aansprakelijkheid), incorporated under the laws of the Netherlands with its corporate seat inAmsterdam, the Netherlands and its place of business at (1043EJ) Amsterdam, Teleportboulevard 140, registeredwith the trade register of the Chamber of Commerce under number 33135957;
Special Escrow Agreement	the special escrow agreement between the Sellers, the Purchaser and the Escrow Agent in the form of Schedule 5;
Special Escrow Amount	USD 6,000,000 (six million US dollars);
Special Escrow Arbitrator	has the meaning given in Clause 6.2.1
STAK	has the meaning given in the preamble of this Agreement under IV;
Subsidiaries	has the meaning given in Recital B;
Subsidiary Shares	has the meaning given in Sellers' Warranty 2.2.4;
Tax Authority	means any local, national or other authority in any jurisdiction having the power to impose and/or collect Tax;
Tax or Taxation	means all forms of local, national or other taxes, duties, excise, levies, contribution (including but not limited tosocial security or employee social security contributions) or other imposts or withholdings imposed by or payableto any Tax Authority including penalties, additions, interest, costs and expenses relating to such taxes, duties,excise, levies, contributions or other imposts or withholdings, whereby interest, costs and expenses include butare not limited to interest and costs payable in connection with any failure to pay or delay in paying thereof;

Third Party Claim	has the meaning given in Clause 9.3.1;
Transaction	the sale, purchase and transfer of the Shares as contemplated in this Agreement;
Van Lanschot Debt	the total amount (including principal debt, interest, fees and any other costs) owed by any of the GroupCompanies to F. Van Lanschot Bankiers N.V. at the Completion Date as described in the Lender Letter by F. VanLanschot Bankiers N.V.

1.2. Interpretation

In this Agreement, unless specified otherwise:

• a. "Clause", "Recital", "Schedule" or "Annex" means a clause (including all subclauses), a recital, a schedule or an annex in or to this Agreement;
• b. the Recitals, Annexes and Schedules form an integral part of this Agreement. Any reference to this Agreement includes the Recitals, Annexes and Schedules;
• c. legal terms refer to Dutch legal concepts only, references to legal terms or concepts apply even where the concept referred to by such term does not exist outside the Netherlands and, if necessary, shall include a reference to the term in that jurisdiction outside the Netherlands that most approximates the Dutch term;
• d. unless the context requires otherwise, the singular includes the plural and vice versa, and each gender includes the other gender;
• e. references to "include" and "including" shall mean "include without limitation" or "including without limitation"; and
• f. the headings are included for reference only and shall not affect the interpretation of this Agreement.

1.3. Drafting

The provisions of this Agreement shall not be interpreted adversely against a Party for the sole reason that such Party or its advisors was or were responsible for the drafting of that provision.

1.4. Knowledge of the Sellers

Any statement that refers to the knowledge, information, belief or awareness of the Sellers or any similar expression, refers to the actual knowledge of any of the Sellers or any of Messrs. E.C.S. Baijs, A.A.C. Ketelaars, O.L. van Linden and B. Schönhage and any such statement shall as far as Messrs E.C.S. Baijs, A.A.C. Ketelaars, O.L. van Linden and B. Schönhage are concerned be deemed to include the knowledge that any of them should have when carrying out his duties as a managing director or, as the case may be, employee of the Group Company of which he is a managing director or employee in a diligent and prudent manner.

2. SALE AND PURCHASE OF THE SHARES

• 2.1. Subject to the terms and conditions set out in this Agreement, each Seller, as an individual obligor, sells and agrees to transfer (leveren) to the Purchaser, free from Encumbrances, the Shares in the capital of the Company set out opposite its name in Schedule 2.1 and the Purchaser hereby purchases the Shares from the Sellers and agrees to accept transfer of the same.
• 2.2. Completion of the transfer of the Shares ("Completion") shall take place at the offices of NautaDutilh, Amsterdam (or at such other place as the parties may designate in writing) on the date of this Agreement (the "Completion Date"). Completion shall be affected in accordance with the completion agenda attached as Schedule 2.2.a (the "Completion Agenda") and the notary letter attached as Schedule 2.2.b (the "Notary Letter").
• 2.3. At Completion the Parties shall complete all actions set out in the Completion Agenda in the order in which they are to be completed by the relevant Party including, but not limited to:
• a. the Seller shall procure that each Lender shall provide both the Notary and the Purchaser with a written and signed statement substantially in the form of Schedule 2.3.a in which such Lender (i) specifies the total amount owed to that Lender by any of the Group Companies under the relevant financing agreement(s) (including any interest, fees, and costs of whatever nature) as per Completion and (ii) states that the receipt of the amount owed on the Notary's third party account shall immediately and unconditionally release the relevant Group Compan(y)(ies) of any and all Security Rights vested for the benefit of the respective Lender by such Group Compan(y) (ies) and any and all other obligations, financial or otherwise, by such Group Compan(y)(ies) towards the respective Lender ("Lender Letter");

• b. the Seller shall procure that the relevant Group Companies shall, at Completion, receive executed waivers from all of the Lenders releasing the Group Companies from debts and encumbrances;
• c. any and all payments as set out in Schedule 2.3.c (the "Payment Schedule") shall be made; and
• d. the transfer of the full legal and beneficial title to the Shares by means of the execution of the notarial deed of transfer attached as Schedule 2.3.d (the "Deed of Transfer")

3. PURCHASE PRICE AND PAYMENT

3.1.1. Purchase Price

The purchase price for the Shares amounts to USD 60,000,000 (sixty million US dollar) less the CT India Amount and less the External Debt to be repaid to the Lenders at Completion (the "Initial Purchase Price") adjusted on the basis of the NWC Adjustment (the "Purchase Price"). The Purchase Price is to be divided among the Sellers pro rata to their shareholdings as set out in Schedule 2.1 (the "Seller's Proportionate Share"). The Purchase Price plus the CT India Amount and External Debt to be repaid to the Lenders at Completion will together be defined as the "Consideration".

3.1.2. The CT India Amount is equal to USD 340.000 (three hundred forty thousand US dollar) and shall be paid to the Purchaser.

3.2. Payment of Purchase Price

3.2.1. The Initial Purchase Price shall be paid in accordance with the provisions of the Payment Schedule.

3.3. Adjustment of Purchase Price / NWC Statement

3.3.1. The Purchaser shall cause the Company to deliver to each of the Parties as soon as possible and in any event no later than 2 (two) months after Completion, for the purpose of establishing the Net Working Capital as at the Completion Date, a statement reviewed by KPMG accountants which sets forth the Net Working Capital, as per the Completion Date (the "NWC Statement") and the NWC Adjustment as defined hereafter in Clause 3.3.2. The Parties and the Company shall give each other all information and assistance required or desirable for the preparation by the Company or the review by the Purchaser or the Sellers, as the case may be, of the NWC Statement and the NWC Adjustment.

3.3.2. To the extent that the Net Working Capital per Completion is lower than negative EUR 1,200,000 (negative one million two hundred thousand euro) the Purchase Price shall for all purposes hereunder be adjusted downward by such amount on a dollar-for-dollar basis as the Net Working Capital is lower than negative EUR 1,200,000 (negative one million two hundred thousand euro). For the avoidance of doubt, to the extent that the Net Working Capital per Completion is equal to or higher than negative EUR 1,200,000 (negative one million two hundred thousand euro) the Purchase Price shall not be subject to adjustment. When making this calculation a Euro/Dollar exchange rate of 1 Euro equals 1.33 US Dollar shall be used. The adjustment to the Purchase Price pursuant to the provisions of this Clause 3.3.2 shall hereinafter be referred to as the "NWC Adjustment".

3.1. NWC Claim

• 3.1.1. No later than 1 (one) month after the NWC Statement is delivered to the Parties (the "NWC Objection Period"), the Sellers may deliver to the Purchaser and the Purchaser may deliver to the Sellers a written notice setting forth the objections the respective Party has to the figure of the Net Working Capital and/or the NWC Adjustment in the NWC Statement (the "NWC Objection Notice") which notice shall consist of (i) such Party's proposed changes to the NWC Statement, (ii) the correct figure in that Party's opinion of the Net Working Capital, (iii) that Party's adjustment (if any) to the Purchase Price under this Agreement.

• 3.1.2. If neither of the Parties delivers such NWC Objection Notice within the NWC Objection Period the amount of the Net Working Capital per Completion and the NWC Adjustment shall be as set forth in the NWC Statement and shall be final and binding for the purpose of Clause 3.1.6.

• 3.1.3. However, if one or two NWC Objection Notices are delivered in a timely manner the Parties shall try to resolve the issue. Should they fail to do so within 6 (six) weeks of the end of the NWC Objection Period, then each of the Parties may submit any such unresolved issue (for the purpose of this Clause the "Open Issues") to an accountant of an independent reputable firm of accountants (the "Accountant") to be jointly appointed by the Parties within 8 (eight) weeks of the end of the NWC Objection Period, if the Parties fail to agree on such appointment within that period, by the Chairman of the Netherlands Institute of Registered Accountants. The Parties shall within 20 (twenty) Business Days after such appointment submit the relevant documents including the NWC Statement and statements of their respective positions in writing to the Accountant. The Accountant shall determine the further procedural rules at his discretion. The Parties undertake to procure that the Accountant shall then finally resolve the Open Issues by way of a binding advice (in Dutch: bindend advies) in accordance with this Agreement and notify the Parties of his decision, determining the final NWC Adjustment, the NWC Objection Notice(s) and the resulting amount of the Purchase Price, as promptly as possible and in any event no later than 60 (sixty) Business Days after his appointment. The NWC Adjustment shall then be deemed to be final and binding for the purposes of Clause 3.1.6. The fees and expenses arising out of the engagement of the Accountant shall be borne by the Party which on balance has been found to be in error or otherwise as allocated by the Accountant at his discretion.

• 3.1.4. The failure of either Party to timely submit to the Accountant a written statement of its position or to otherwise fail to respond to any request of the Accountant for information, shall not preclude or delay the Accountant's determination of the Open Issues on the basis of the information which will have been submitted.

• 3.1.5. The Parties shall, and the Purchaser shall procure that the Company shall, give all information and assistance to the Accountant requested by the Accountant for the preparation of his binding advice. Simultaneously with providing such information to the Accountant, the Parties shall provide each other with the same information.

• 3.1.6. The NWC Adjustment, if any, shall be paid as follows:

• a. if the Purchaser has to make a payment to the Sellers, the Purchaser shall within 5 (five) Business Days after which the NWC Adjustment shall have become final and binding pay such amount by remittance, pro rata the respective Sellers Proportionate Share as set out in Schedule 2.1, to the following bank accounts of the Sellers:

  • (i) Cybertech Beheer: account number 02 00 18 819 (BIC: INGBNL2A; IBAN: NL95 INGB 0020 0188 19) at the ING Bank;
  • (ii) STAK: account number 02 27 060 741 (BIC: FVLBNL22; NL42FVLB0227060741) at the Van Lanschot Bank.

• b. if the Sellers have to make a payment to the Purchaser, such payment shall be made from the Escrow Account within 5 (five) Business Days after which the NWC Adjustment shall have become final and binding, in accordance with the provisions of the Escrow Agreement which is attached as Schedule 4.

• 3.1.7. The amount of the NWC Adjustment shall bear an interest of 1% per month over the period starting on the 6th Business Day after the day on which the NWC Adjustment has become final and ending on the date of payment.

4. ESCROW

Prior to Completion, the Parties (excluding the Guarantor) and the Escrow Agent shall execute the Escrow Agreement, a draft of which is attached as Schedule 4 and the Parties shall open the Escrow Account with the Escrow Agent. The Escrow Amount shall serve as security for the payment by any of the Sellers of any amount due to the Purchaser under this Agreement (including but not limited to the NWC Adjustment) other than in relation to Merger Damages.

5. SPECIAL ESCROW

5.1. Prior to Completion, the Parties (excluding the Guarantor) and the Special Escrow Agent shall execute the Special Escrow Agreement, a draft of which is attached as Schedule 5 and the Parties shall open the Special Escrow Account with the Special Escrow Agent. The Special Escrow Amount shall serve as security for the payment by any of the Sellers of any amount due to the Purchaser in relation to Merger Damages. Costs of the Special Escrow Agent relating to the Special Escrow Agreement shall be borne by the Purchaser.

Special Escrow Release

5.2. The Special Escrow Agreement shall in any case include the following release terms:

Except as expressly provided below, the Special Escrow Amount shall be retained in the Special Escrow Account until distributed pursuant to the award of the Special Escrow Arbitrator as provided under Clause 6.2.1.

The Special Escrow Amount shall be released by the Special Escrow Agent in full to the Sellers by remittance to the accounts of the Sellers in the proportion in which they are entitled to the Purchase Price: on the first (if any) to occur of the following events:

(a) The Office of Fair Trading ("OFT") communicating its decision (in writing) not to make a reference to the Competition Commission ("CC") under Section 22 or Section 33 of the Enterprise Act 2002 ("EA") without requiring undertakings under Section 73 EA; or

(b) Where a reference to the CC is made under Section 22 or Section 33 EA, the CC communicating its decision (in writing) to permit completion of the Transaction unconditionally (without requiring any commitments or obligations from the Parties); or

(c) Where the European Commission takes jurisdiction over the Transaction at the request of the United Kingdom pursuant to Article 22(3) of the Council Regulation (EC) 139/2004 (the "Regulation"), an unqualified clearance decision being adopted pursuant to Article 6(1)(b) Regulation or being deemed to have been adopted by the European Commission (pursuant to Article 10(6) Regulation); or

(d) Where the European Commission issues a decision to refer the Transaction to Phase II (Article 6(1)(c) Regulation), a decision being adopted pursuant to Article 8(2) Regulation approving the Transaction unconditionally (or being deemed to have been adopted by a decision not being adopted within the required time limit pursuant to Article 10(6) Regulation); or

(e) Four months from the sooner of: (A) details of the then completed Transaction having been notified to the OFT; or (B) details of the then completed Transaction being publicised in the national or trade press in the UK; provided that: (i) the OFT has not communicated its decision to investigate the Transaction (in writing) or given notice of its intention or agreement to extend the time-limits under section 25 EA; or (ii) the OFT has communicated its decision (in writing) not to further investigate the Transaction under EA; and

(f) in each of the above events, the time limit for an application to the Competition Appeal Tribunal under Section 120(1) EA or appeal (in the event of merger review by the European Commission) to the European General Court having expired without any such application having been made.

5.3 The Purchaser shall inform the Sellers promptly upon becoming aware of the happening of any of the events specified in Clause 5.2 paragraphs (a) to (f).

6. COMPETITION

Filings, requests, enquiries, remedies

6.1.1. All competition and regulatory filings as the Purchaser in its sole discretion deems necessary, requests, enquiries, and remedies and agreements on remedies resulting therefrom (if any) (including in respect of Art. 22 EC Merger Regulation) shall be dealt with by the Purchaser, who shall have full control in respect thereof . The Sellers shall promptly cooperate with and provide all necessary information as reasonably required by any government, authority or court in relation with any competition and regulatory filings, requests, enquiries, and remedies and agreements on remedies resulting therefrom.

Merger Damages

6.1.2. The Sellers shall indemnify the Purchaser for 50% (fifty percent) of any Merger Damages in excess of USD 1,000,000 (one million US dollars) and up to USD 13,000,000 (thirteen million US dollars) which are a result of any prohibition, sanction or remedies imposed by or agreed with any UK competition authority or the European Commission in respect of the Transaction in so far as it relates to the conduct of business in the UK. For the purposes of this Clause, "Merger Damages" refers to the amount needed to put the relevant Group Companies in the position they would have been in had such prohibition, sanction or remedies not been imposed or agreed upon. For the avoidance of doubt, any costs relating to the conduct of competition proceedings shall not be a part of Merger Damages and shall be for the account of the Purchaser.

6.2. Special Escrow Arbitrator

6.2.1. The amount of Merger Damages (if any) shall be finally and bindingly determined on the basis of the criteria provided in Clause 6.1.2 by an auditor of an independent reputable firm of accountants (the "Special Escrow Arbitrator") to be jointly appointed by the Parties within 20 (twenty) Business Days of any remedies imposed by or agreed upon with any UK competition authority or the European Commission in respect of the Transaction having been finally determined, and if the Parties fail to agree on such appointment within that period, by the Chairman of the Netherlands Institute of Registered Accountants (NIVRA). The Parties shall within 20 (twenty) Business Days after such appointment submit the statements of their respective positions in writing to the Special Escrow Arbitrator. The Special Escrow Arbitrator shall determine the further procedural rules at his discretion.

6.2.2. In case the Special Escrow Arbitrator awards Merger Damages in excess of USD 1,000,000 (one million US dollars), the costs of the Special Escrow Arbitrator shall be equally shared between the Sellers on the one hand and the Purchaser on the other hand. In case the Special Escrow Arbitrator does not award Merger Damages or in case he awards Merger Damages in an amount lower than USD 1,000,000 (one million US dollars), the costs of the Special Escrow Arbitrator shall be borne by the Purchaser.

7. POST-COMPLETION COVENANTS

After Completion, each Party shall, at its own expense, execute and do (or procure to be executed and done by any other relevant person) all such deeds, documents, acts and things as may from time to time be required to give full effect to this Agreement.

8. SELLERS' WARRANTIES

8.1. Sellers' Warranties

• 8.1.1. Each of the Sellers, pro rata the respective Sellers Proportionate Share as set out in Schedule 2.1 and therefore severally but not jointly, represents and warrants to the Purchaser that each of the statements set out in Schedule 8.1.1 (the "Sellers' Warranties") is true and not misleading on the date of this Agreement.
• 8.1.2. The Sellers' Warranties in respect of or in connection with the Shares are for each Seller limited to the Shares set out opposite that Seller's name in the table contained in Schedule 2.1.

8.2. Disclosure

• 8.2.1. Each Sellers' Warranty shall be qualified by the matters and circumstances that are fairly and accurately disclosed ("Disclosed") in:
• a. this Agreement;
• b. the information contained in (i) the 10 business-sensitive global contracts listed in Schedule 8.2.1.b and attached to that Schedule 8.2.1.b as Annexes 8.2.1.b.(i) up to and including 8.2.1.b.(x) and (ii) the answers provided by Sellers or the Company through (a) the Master Q&A document attached as Schedule 8.2.1.c, which for the avoidance of doubt shall exclude any answers which contain reference to (any information provided via) any digital or physical data room and/or (b) Party work streams (so called 'Tracks') ("Disclosed Information");

• c. the information contained in the letter from the Sellers to the Purchaser containing specific qualification of the Warranties attached hereto as Schedule 8.2.1.d (the "Disclosure letter").
• 8.2.2. Any disclosure shall be made by way of general disclosure against all Sellers' Warranties, even if the disclosure refers to one or more Warranties specifically. For the avoidance of doubt it is mentioned that the documents attached to the Disclosure Letter or the Sellers' Warranties or included in the Disclosed Information shall also be deemed disclosed against all Sellers' Warranties.

8.3. No other Warranties

• 8.3.1. In the event any fact or situation appears not to be as represented or warranted, each of the Sellers hereby agrees not to argue that in reliance upon any action or omission on the part of the Purchaser or any person acting for the Purchaser or upon the negotiations between the Parties, it was entitled to assume that the Purchaser would investigate or further investigate such fact or situation prior to concluding this Agreement.
• 8.3.2. The Purchaser agrees that the Sellers do not give any warranty in relation to the Transaction other than the Sellers' Warranties and the specific indemnities. The Purchaser agrees that it does not rely on and shall not have the right (or to the extent necessary, hereby waives such right) to invoke any warranties that are or may in any way be contained in or implied by the laws of the Netherlands including but not limited to title 1 of book 7 and article 6:228 of the Dutch Civil Code.

9. BREACH OF SELLERS' WARRANTIES AND NOTIFICATION OF CLAIMS

9.1. Compensation for breach of Sellers' Warranties

9.1.1. In the event of a breach of any of the Sellers' Warranties, each of the Sellers shall, subject to Clause 9 and 10, pay to the Purchaser or at the discretion of the Purchaser, the relevant Group Company, the amount needed to put the Purchaser, the Company and/or the relevant Group Companies in the position they would have been in if the facts or circumstances giving rise to such breach had not occurred ("Damages").

9.1.2. Any payment under this Clause 9.1 shall be deemed to be an adjustment or repayment of the Purchase Price.

9.2. Notification of a claim

If the Purchaser or the Company becomes aware of a breach of Sellers' Warranties (a "Claim"), Purchaser shall as soon as reasonably possible but in any event within 3 (three) weeks of the discovery of such breach and in any event within the relevant time limitation set forth in Clause 10.1, give written notice to the Sellers of its claim. Such notice shall set out such information in relation to the claims as is available to Purchaser. If the Purchaser fails to give notice of an actual Claim within the aforementioned period of 3 (three) weeks, the Sellers shall not be liable for such part of the Damages that would not have arisen if the Purchaser had timely given notice.

9.3. Third party claim

9.3.1. If a Claim against the Sellers for breach or alleged breach of a Sellers' Warranty, results from or is connected with a claim, in or out of court, regarding the liability or alleged liability of any member of the Group to a third party ("Third Party Claim"), the Purchaser shall notify the Sellers of such Third Party Claim as soon as reasonably possible but in any event within 3 (three) weeks after the Purchaser becoming aware thereof. As soon as possible following the date of that notification the Parties shall consult each other on the course of action to be taken, and the Parties shall continue to consult each other thereafter on a regular basis with respect to the handling of the Third Party Claim. The Purchaser shall do and shall procure that the relevant Group Companies shall take reasonable steps to defend against the Third Party Claim. Any failure of the Purchaser doing so shall result in the Sellers not being liable for Damages suffered by the Purchaser and/or any of the Group Companies to the extent such Damages would not have been suffered if the Purchaser or the relevant Group Companies had taken reasonable steps defending against the Third Party Claim. The Purchaser shall not accept or settle any Third Party Claim without prior consultation of the Sellers. If the Purchaser accepts or settles any Third Party Claim without the explicit prior approval of the Sellers, the Sellers shall not be liable for any Damages of the Purchaser and/or the relevant Group Company resulting from or in connection with the Third Party Claim unless and to the extent that an arbitrator appointed in accordance with the provisions of Clause 18.2 decides that when entering into the settlement the Purchaser has considering all respects set out in this Agreement struck a fair balance between the interest of the Purchaser and the Sellers.

• 9.3.2. However, if the Third Party Claim is made and the Purchaser considers that such claim does not materially impact the Group, the Purchaser may allow the Sellers to take the lead in the defense against such Third Party Claim. In such case, the Sellers shall not accept or settle any such Third Party Claim without prior consultation with the Purchaser, provided however that the acceptance or settlement of such Third Party Claim shall ultimately be at the discretion of the Sellers.
• 9.3.3. Any Party defending against a Third Party Claim shall take into account the reasonable interests of the other Party (including the interests of the Sellers in keeping the compensation as low as possible and the interests of the Purchaser and any of the Companies to protect its goodwill and legitimate business interests) and shall refrain from taking any action that is unnecessary harmful in respect of the other Party's legitimate (commercial) interests. When defending against a Third Party Claim, the Parties shall inform each other promptly of any fact or circumstance that is or may be of importance in connection therewith and shall provide copies of any and all documents, pertaining to or relevant in respect therewith to the other Party. None of the Companies shall be under any obligation to enforce its general terms and conditions.
• 9.3.4. The Party who is not defending against a Third Party Claim shall use its reasonable best endeavours to assist the Party who is defending against the Third Party Claim. The defending Party shall inform the other Party of any material developments in respect of the Third Party Claim.

10. LIMITATION OF LIABILITY UNDER THE SELLERS' WARRANTIES

10.1. Limitation in time

The Sellers shall not be liable for any Claim for breach of:

• a. any of the Sellers' Warranties set out in paragraph 1 of Schedule 8.1.1 (Authority Sellers) and paragraph 2 of Schedule 8.1.1 (Corporate), unless the Purchaser has notified it of such claim in accordance with Clause 9.2 before expiry of a period of ninety 90 (ninety) days after the expiry of the relevant statutory limitation period (including formal extensions by any authority);
• b. any of the Seller's Warranties set out in paragraph 7 of Schedule 8.1.1 (Tax), upon expiry of the applicable statute of limitations period plus 3 (three) months;

c. any of the other Sellers' Warranties set out in Schedule 8.1.1 (other than as specified at Clause 10.1 a and 10.1 b), unless the Purchaser has notified it of such claim in accordance with Clause 9.2 within 24 (twenty four) months from the Completion Date.

10.2. Minimum amount of a claim

The Sellers shall not be liable in respect of any Claim, unless the amount payable by the Sellers together pursuant to such Claim is more than EUR 25,000 (twenty five thousand euro) and the aggregate amount of all Claims for breach of Sellers' Warranties together exceeds an amount of EUR 200,000 (two hundred thousand euro), in which latter case, the Sellers shall be liable for the total amount of the Claim(s) and not only for the excess.

10.3. Change in law

The Sellers shall not be liable for any breach of Sellers' Warranties resulting from any change in law after the Completion Date only.

10.4. Attributable to Purchaser

The Sellers shall not be liable for any breach of Sellers' Warranties resulting from:

• a. an act or omission of the Purchaser or any other member of the Purchaser's Group or any person whose act or omission is attributable to the Purchaser or any other member of the Purchaser's Group; nor
• b. the failure by the Purchaser to mitigate Damages as described by law, but only in respect of the (part of) the Damages that directly and unambiguously result from such failure.

Notwithstanding the foregoing, the Purchaser shall not be liable for any breach of the Sellers' Warranties which result from the Purchaser's conduct of the Companies' business: in the ordinary course consistent with the Companies' past practice; or pursuant to a contract or commitment entered into by a Group Company prior to Completion.

10.5. Deductions from amount of claim

The amount for which the Sellers are liable in case of a Claim shall be reduced by the amount if any of:

a. a net Tax benefit actually received or enjoyed by the relevant Group Company to the extent that such benefit is attributable to the facts giving rise to such Claim;

• b. a specific provision or reserve made in the NWC Statement to the extent directly relating to the liability or matter giving rise to such Claim; and
• c. an actually recovered compensation net of Tax (i) under any insurance policy taken out by the Group Companies or (ii) from a third party for the damage resulting from the specific event giving rise to such claim for the breach of Sellers' Warranties.

10.6. No cumulation of benefits

The Purchaser shall only be entitled to recover once in respect of the same damage suffered.

10.7. Right of Recovery

If the Sellers pay to the Purchaser any amount in respect of any Claims and the Purchaser or any of the Group Companies subsequently recovers or enjoys a compensation as referred to in Clause 10.5, the Purchaser shall (i) forthwith repay to the Sellers such amount up to the amount paid by the Sellers, or (ii) procure that forthwith such amount received or recovered by the relevant Group Company is repaid to the Sellers up to the amount paid by the Sellers.

• 10.8. Notwithstanding any other provisions of this Agreement or the Disclosure Letter, nothing shall operate to limit or exclude the liability of the Sellers or the remedies of the Purchaser arising out of any fraud or fraudulent misrepresentation or wilful concealment on the part of the Sellers.
• 10.9. The Sellers agree with the Purchaser (the Purchaser acting for itself and as trustee for each Group Company) to waive any right which the Sellers may have against a Group Company or any employee of a Group Company in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by a Group Company or any of the officers and employees of a Group Company in enabling the Seller to give the Sellers' Warranties and to prepare the Disclosure Letter.
• 10.10. Where in the period commencing on Completion and ending on the second anniversary of Completion, any Seller distributes, lends or pays any part of its Seller's Proportionate Share to any person being a direct or indirect shareholder or holder of depositary receipts in such Seller, or any person in any manner related to such shareholder or holder of depositary receipts (a "Participant"), that Seller shall, as a condition to distribution, loan or payment of more than 80% of the Participant's share of the relevant Seller's Proportionate Share, procure that such Participant (and where applicable his or her spouse) enters into an undertaking in favour of the Purchaser (or such person as the Purchaser may direct) in the form set out at Schedule 10.10 (the "Sellers' Participants Undertaking").

11. SPECIFIC INDEMNITIES

• 11.1. The Sellers shall indemnify and hold the Purchaser harmless on a dollar-for-dollar basis for any direct damages suffered by the Purchaser and/or the Group Companies, as a result of or related to:
• a. any liability arising out of the disputes and potential disputes detailed in Schedule 11.1.a;
• b. any liability arising from any determination by any third party that there is or was an employer-employee relationship with any of the contractors specified in Schedule 11.1.b;
• c. any damages due to infringement by the Group Companies of patents owned by Verint Systems Inc. or any affiliates thereof but only relating to the period prior to Completion and up to a maximum amount of $2 million (two million USD);
• d. any liabilities resulting from the letter agreement with Mr. Leon Carrington dated August 26, 2008 attached hereto as Schedule 11.1.d;
• e. any liabilities from the presence of asbestos at the building leased by CyberTech UK Ltd at CyberTech House, Commerce Way, Edenbridge, Kent TN 8 6 ED) pursuant to a lease dated 31 May, 2002 (the "Lease") arising within two years from the date of this Agreement.

The disclosure by the Sellers and the knowledge of the Purchaser with respect to any matter for which indemnification is provided under this Agreement shall not operate to exclude or limit such indemnification.

• 11.1.2. The Parties agree that the Sellers shall have the exclusive right to defense against any claims referred to in Clause 11.1.d and to negotiate any settlement they may deem appropriate. The Purchaser will procure that upon first request of the Sellers the Company will give a proxy to the Sellers to on its behalf defend against the claims and/or to negotiate any settlement.
• 11.1.3. The Parties agree that the Sellers shall have the exclusive right to defense against any claims referred to in Clause 11.1.e where such claim is brought by any third party not being a governmental or semi-governmental organization, and to negotiate any settlement they may deem appropriate provided that any such defence or settlement shall not prejudice the rights of CyberTech UK Limited pursuant to the Lease. The Purchaser will procure that upon first request of the Sellers the Company will give a proxy to the Sellers to on its behalf defend against any Landlord's claims and/or to negotiate any settlement with the Landlord. In the event that a claim referred to in Clause 11.1.e is made by a governmental or semi-governmental organization, the Purchaser shall have the exclusive right to defend against such claim in which case the provisions of Clause 9.3.3 shall apply mutatis mutandis.

11.2. Tax Indemnity

• 11.2.1. Subject to the provisions of Clause 11.2, the Sellers shall indemnify and hold the Purchaser harmless on a dollar-for-dollar basis from the first dollar against any Tax liability incurred by any of the Group Companies (including a liability which is a primary liability of some other person in the latter case, however, only to the extent that such amount is not actually recovered or using reasonable efforts recoverable from such other person), relating to the period up to and including Completion. The disclosure by the Sellers and the knowledge of the Purchaser with respect to any matter for which indemnification is provided under this Agreement shall not operate to exclude or limit such indemnification.

• 11.2.2. For the purpose of this Clause 11.2.2 the amount of any Tax that is levied over a period that starts prior to Completion but ends after Completion the amount of such Tax shall be the amount that can be attributed to the actual activities of the Group Companies in the period up to Completion. (For the avoidance of doubt: this means that no pro rata temporis approach shall apply for such Tax.)

• 11.2.3. The amount for which the Sellers are liable under the indemnity contained in this Clause 11.2.3 shall be reduced by:

• a. the amount of a specific provision or reserve in respect of that Tax liability made in the Net Working Capital to the extent specifically relating to such Tax liability; or,

• b. (the proportionate part of) the Tax liability that arises as a result of any change in Tax rates made after the Completion Date or of any change in law occurring after the Completion Date; or,

• c. the amount of any actually recovered compensation (i) under any insurance policy taken out by the Group or (ii) from a third party for the damage resulting from the specific event giving rise to such Tax liability.

• d. the amount of a Tax liability which would not have arisen but for a voluntary act or omission carried out or effected by the Purchaser or any of the Group Companies on or after Completion Date, except to the extent that such act is in the ordinary course of business as carried out by that Group Company at Completion Date and which could not have been reasonably avoided.

• e. any other benefit monetary or otherwise actually received or enjoyed by any of the Group Companies which is received or enjoyed as a result of or in connection with a Claim.

• 11.2.4 If a Group Company actually receives, a rebate, refund or repayment after the Completion Date in respect of Tax from any Tax Authority in respect of any period up to the Completion Date, where a corresponding receivable has not been included in the Net Working Capital (the amount of such rebate, refund or repayment being hereinafter referred to as a "Tax Refund"), then:

• a. the Purchaser and such Group Company will promptly notify Seller and procure to take any such action as reasonably be requested to obtain or secure such Tax Refund; and

• b. the amount of the Tax Refund shall be paid by the Purchaser or such Group Company to the Seller within 10 (ten) Business Days of the receipt of the Tax Refund.

• 11.2.5. The Sellers shall not be liable for any claim under the tax indemnities of this Clause 11.2 upon expiry of the applicable statute of limitations period plus 3 (three) months.

• 11.2.6. For the avoidance of doubt, none of the provisions of Clause 10.2 shall apply to any of the specific indemnities provided pursuant to this Clause 11.2.

Debt indemnity

11.3. The Sellers shall indemnify and hold the Purchaser harmless on a dollar-for-dollar basis from the first dollar for any debt owed at Completion ("Completion Debt") by any of the Group Companies, other than (i) the current liabilities or (ii) the debt which is to be repaid at Completion in accordance with the provisions of the Completion Agenda and the Payment Schedule. For the avoidance of doubt it is mentioned that Completion Debt shall only include obligations of the relevant Group Companies as a result of such Group Companies entering into an agreement with third parties (for the purpose of this Clause 11.3: including any of the Sellers) with a view of borrowing any monies from such third party and shall therefore not include any liabilities or obligations of any of the Group Companies that have arisen otherwise. The Parties expressly agree that this debt indemnity under this Clause 11.3 shall not be subject to the limitations set out in Clauses 10 and 13 to this Agreement, and shall not have any impact on any other obligations of the Sellers under this Agreement provided that the aggregate liability of the Sellers under this Clause 11.3 shall not exceed an amount equal to the Consideration less any amount for which the Sellers have otherwise been successful held liable by the Purchaser. Furthermore, any indemnity under this Clause 11.3 shall not reduce the Sellers liabilities under any Clause of this Agreement and shall not be counted against any of such liabilities.

12. PURCHASER'S WARRANTIES

• 12.1. The Purchaser represents and warrants that each of the statements set out in Schedule 12.1 (the "Purchaser's Warranties") is true on the date of this Agreement and on Completion.
• 12.2. In the event of a breach of the Purchaser's Warranties, the Purchaser shall be liable to pay to the Sellers the amount needed to put the Sellers in the position they would have been in, had the breach of the relevant Purchaser's Warranty not occurred. To the extent that there is a breach of the Purchaser's Warranty referred to in paragraph 1.5 of Schedule 12.1 the Purchaser shall not be entitled to make a claim under the relevant Sellers' Warranty.

13. MAXIMUM LIABILITY

• 13.1. The aggregate maximum liability of each of the Sellers for any and all claims of the Purchaser under this Agreement, except for claims referred to in Clause 13.2, shall not exceed an amount equal to 20% (twenty per cent) of the percentage of the Consideration that corresponds with the division of the Purchase Price between them.

• 13.2. Subject to Clause 13.3, the maximum liability of each of the Sellers for any and all claims of the Purchaser pursuant to the provisions of:

• (i) Clause 2.1;

• (ii) Clause 10.8;

• (iii) Clause 11.3;

• (iv) Clause 15, however only if and to the extent such claim arises as a result of a Seller or a person behind a Seller who has not been employed by or otherwise been connected to the Purchaser or any Group Company at any time after Completion; and/or

• (v) Sellers' Warranties 2.2.2, 2.2.4 and 2.2.6;

• (vi) Clause 6.1.2 (Merger Damages);

shall be equal to the percentage of the Consideration that corresponds with the division of the Purchase Price between them.

13.3. The aggregate liability for each of the Sellers under this Agreement (for the avoidance of doubt: that is any and all claims referred to in this Clause 13) shall not exceed the amount that is equal to the percentage of the Consideration that corresponds with the division of the Purchase Price between them.

14. UNDERTAKING OF THE PURCHASER

14.1. Subject to any binding legal obligation to the contrary of the Purchaser and the relevant Group Companies under any relevant applicable law (including any secondary legislation, EU directives and any other binding regulation issued by any government authority in any of the relevant jurisdictions) the Purchaser and each of the Group Companies shall refrain from any action, outside the ordinary course of business consistent with prior practice, that will or may cause the Sellers to become liable to the Purchaser under the provisions of Clause 11.1.b.

14.2. Indian Settlement

14.2.1. The Purchaser undertakes to procure that the proof of remittance of payment as referred to in clause 1.3 of the Indian Settlement Agreement and the payments to be made by or on behalf of Cybertech International B.V. under the Indian Settlement Agreement, shall be timely made.

15. CONFIDENTIALITY AND ANNOUNCEMENTS

15.1. Confidentiality

• 15.1.1. The Parties shall not at any time disclose or use any confidential information regarding or in relation to this Agreement, any related matter or the negotiations in relation to this Agreement or the business of the Group or the one of other Parties, except:

• a. with the relevant other Party's consent;

• b. within a Party's own group, subject to a confidentiality duty;

• c. as required by any governmental authority, stock exchange (authority), court or arbitral tribunal and after consultation with the other Parties about the timing and content of such disclosure;

• d. to professional advisors to the extent necessary for any lawful purpose subject to a confidentiality duty;

• e. to the extent that the information has become public knowledge other than as a result of any fault of the relevant Party's group; and

• f. in the case of the Purchaser, following Completion, any information relating to the business or affairs of the Group.

15.2. Announcements

15.2.1. No Party shall make any announcement with respect to this Agreement and the transactions contemplated herein without the other Parties' consent, except as required by applicable law, any governmental authority, stock exchange authority, court or arbitral tribunal and after consultation with the other Parties about the timing and content of such announcement. Notwithstanding the foregoing, it is acknowledged by the Parties that where circumstances arise following the date hereof which require disclosure by NICE Systems Limited in order to comply with any applicable law (including listing requirements), the Purchaser shall provide the Sellers with prior notice, but any such disclosure, its form and its content shall be at the sole discretion of NICE Systems Limited.

16. GUARANTEE

The Guarantor hereby agrees to be jointly and severally liable (hoofdelijk aansprakelijk) for the obligations of the Purchaser arising from or relating to this Agreement.

17. MISCELLANEOUS

17.1. Notices

All communications, notices and disclosures required or permitted by this Agreement shall be in writing and shall be sent, by fax, by prepaid registered mail (with return receipt requested) or by courier (with proof of delivery), to the following addresses, unless and until a Party notifies the other Parties in accordance with this Clause 17.1 of another address:

NICE Systems Limited Attn: VP Business Development 8 Hapnina Street, P.O. Box 690 Ra'anana, 43107, Israel Fax: + 972 9-743-7446 With a copy to: The General Counsel Fax: + 972 9-743-7446 a. If to the Purchaser and/or Guarantor:

• CyberTech Beheer B.V. Attn: Geert Postma Leemzeulder 14, 1251 AP Laren The Netherlands Fax: +31 35 62 41 010 with a copy to STAK b. If to CyberTech Beheer (to be named Leapfrog Beheer B.V.):
• Stichting Administratiekantoor CyberTech Attn: Luc Lassche Bloemstraat 31, 1811 ES Alkmaar The Netherlands with a copy to CyberTech Beheer c. If to STAK:

17.2. Assignment

• 17.2.1. With the exception of any rights contained in this Clause 17.2.1, the Purchaser may at any time assign the Agreement (contractsoverneming) or assign any of its rights thereunder to an Affiliate of the Purchaser. In such an event, the Purchaser shall remain jointly and severally liable with the assignee for the proper performance of all obligations of the Purchaser under this Agreement.
• 17.2.2. Other than the right of Purchaser to assign the Agreement to an Affiliate as set out in Clause 17.2.1, none of the Parties shall assign (any part of) the rights and obligations arising under this Agreement to any third party without the prior written consent of the other Party.

17.3. Costs and expenses

Except in as far as explicitly agreed otherwise in this Agreement, the Parties shall each pay their own costs, charges and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement. The costs of the Notary and the Escrow Agent relating to the Escrow Agreement shall be borne by the Purchaser up to an amount of EUR 30,000. Any such costs in excess of EUR 30,000 shall be borne equally by the Purchaser and the Sellers. The costs of Piper Jaffrey and other advisers to the Seller, such as Houthoff Buruma, shall be paid by the Sellers, and not by any of the Group Companies.

17.4. Entire agreement

This Agreement (together with all documents executed at Completion) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, undertakings or statements regarding such subject matter.

17.5. Variation of this Agreement

Any variation of this Agreement is not valid unless it is in writing and has been signed by or on behalf of each of the Parties.

17.6. Partial invalidity

If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions hereof. In that event, the Parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of the Agreement.

17.7. Counterparts

This Agreement may be entered into by a Party by way of executing a separate counterpart, but it shall not be effective until each Party has executed at least one counterpart. Each counterpart, when executed, shall constitute an original, and all the counterparts shall together constitute one and the same instrument.

17.8. Waiver of dissolution and annulment

Unless agreed otherwise, each Party hereby waives to the extent permitted by law, the right to (in whole or in part) rescind (ontbinden) or nullify (vernietigen) or otherwise terminate this Agreement after the Completion Date.

17.9. Title 1 of Book 7 Dutch Civil Code not applicable

The Parties agree that Title 1 of Book 7 of the Dutch Civil Code is not applicable to this Agreement. Consequently, the Parties shall not rely on and shall not have the right (or, to the extent necessary, hereby waive such right) to invoke any of the provisions of Title 1 of Book 7 Dutch Civil Code in relation to this Agreement.

17.10. Civil-Law Notary

The Sellers are aware of the fact that the Notary is associated with Purchaser's and the Guarantor's counsel. With reference to the Code of Conduct (Verordening beroeps- en gedragsregels) of the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), the Parties herewith explicitly agree that the Notary shall execute the Deed of Transfer and that the Purchaser may be represented by its counsel in any matter relating to this agreement and disputes in connection therewith.

18. GOVERNING LAW AND JURISDICTION

• 18.1. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands without regard to the principles of conflict of laws.
• 18.2. Except expressly stated otherwise elsewhere in this Agreement, any dispute arising out of or in connection with this Agreement or any Agreement arising out of this Agreement shall be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut) as at present in force. The arbitral proceedings shall be conducted in the English language in Amsterdam. The tribunal shall comprise of three (3) arbitrators. The tribunal shall decide in accordance with the rules of law.

- signature page follows -

Signature page Share Purchase Agreement

Agreed upon and signed by:

/s/ Stephen Dunne

IEX Corporation B.V. By: Stephen Dunne Position: authorized representative Date: 4 March, 2011

/s/ Stephen Dunne

NICE Systems Limited By: Stephen Dunne Position: authorized representative Date: 4 March, 2011

/s/ Pieter Maarten Feenstra /s/ Geert Seerp Postma

CyberTech Beheer B.V. CyberTech Beheer B.V. By: Pieter Maarten Feenstra By: Geert Seerp Postma Position: director Position: director Date: 4 March, 2011 Date: 4 March, 2011

CyberTech Beheer B.V.
By: Geert Seerp Postma
Position: director
Date: 4 March, 2011

/s/ Geert Seerp Postma	/s/ Geert Seerp Postma
CyberTech Beheer B.V.	CyberTech Beheer B.V.
By: Geert Seerp Postma	By: Geert Seerp Postma
Position: proxy holder	Position: proxy holder
Date: 4 March, 2011	Date: 4 March, 2011
/s/ Geert Seerp Postma	/s/ Geert Seerp Postma
Stichting Administratiekantoor CyberTech	Stichting Administratiekantoor CyberTech
By: Honeypot Holding B.V.	By: Bateg Beheer B.V.
By: Geert Seerp Postma	By: Geert Seerp Postma
Position: proxy holder	Position: board member
Date: 4 March, 2011	Date: 4 March, 2011
	31

Exhibit 8.1

Significant Subsidiaries

The following is a list of our significant subsidiaries, including the name, country of incorporation or residence, the proportion of our ownership interest in each and, if different, the proportion of voting power held by us.

Name of Subsidiary	Country of Incorporation	Percentage of Ownership
	or Residence	Interest
Nice Systems Australia PTY Ltd.	Australia	100%
NICE Systems Technologies Brasil LTDA	Brazil	100%
NICE Systems Canada Ltd.	Canada	100%
Nice Systems S.A.R.L.	France	100%
NICE Systems GmbH	Germany	100%
NICE APAC Ltd.	Hong Kong	100%
NICE Systems Kft	Hungary	100%
Nice Interactive Solutions India Private Ltd.	India	100%
Nice Technologies Ltd.	Ireland	100%
Actimize Ltd.	Israel	100%
e-Glue Software Technologies Ltd.	Israel	100%
Nice Japan Ltd.	Japan	100%
CyberTech B.V	Netherlands	100%
IEX Corporation BV	Netherlands	100%
Nice Systems (Singapore) Pte. Ltd.	Singapore	100%
Nice Switzerland AG	Switzerland	100%
Actimize UK Limited	United Kingdom	100%
CyberTech UK Limited	United Kingdom	100%
Fortent Limited	United Kingdom	100%
NICE Systems UK Ltd.	United Kingdom	100%
Actimize Inc.	United States	100%
Cybertech North Amercica LLC	United States	100%
e-Glue USA, Inc	United States	100%
Fortent Americas Inc	United States	100%
IEX Corporation	United States	100%
Nice Systems Inc.	United States	100%
Nice Systems Latin America, Inc.	United States	100%

Certification of Principal Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act

I, Zeev Bregman, certify that:

• 1. I have reviewed this annual report on Form 20-F of NICE-Systems Ltd.;
• 1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• 1. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
• 1. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the company and have:
• (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
  • 1. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
• (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
• (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: March 31, 2011

By: /s/ Zeev Bregman

Zeev Bregman President and Chief Executive Officer

Certification of Principal Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act

I, Dafna Gruber, certify that:

• 1. I have reviewed this annual report on Form 20-F of NICE-Systems Ltd.;
• 1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• 1. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
• 1. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d – 15(f)) for the company and have:
  • (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
  • 1. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
• (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
• (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: March 31, 2011

By: /s/ Dafna Gruber

Dafna Gruber Chief Financial Officer

Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of NICE-Systems Ltd. (the "Company") for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Zeev Bregman, President and Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2011

By: /s/ Zeev Bregman

Zeev Bregman President and Chief Executive Officer

Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of NICE-Systems Ltd. (the "Company") for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Dafna Gruber, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 31, 2011

By: /s/ Dafna Gruber

Dafna Gruber Chief Financial Officer

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Registration Nos. 333-166364, 333-168100, 333-171165, 333-162795, 333-162110, 333- 06784, 333-08146, 333-11842, 333-09350, 333-11154, 333-111112, 333-111113, 333-134355, 333-144589, 333-145981 and 333-153230) of our reports dated March 31, 2011, with respect to the consolidated financial statements of NICE-Systems Ltd. and subsidiaries and the effectiveness of internal control over financial reporting of NICE-Systems Ltd. included in the Annual Report on Form 20-F for the year ended December 31, 2010.

Tel Aviv, Israel March 31, 2011

/s/ KOST, FORER, GABBAY & KASIERER KOST, FORER, GABBAY & KASIERER A Member of Ernst & Young Global