SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

NICE-SYSTEMS LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Ordinary Shares, par value one New Israeli Shekel per share

(Title of Class of Securities)

M7494X101

(CUSIP Number of Ordinary Shares Underlying Class of Securities)

Dafna Gruber

Corporate Vice President and Chief Financial Officer NICE-Systems Ltd.

8 Hapnina Street P.O.Box 690 Ra’anana 43107, Israel Telephone: +972-9-775-3151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

With copies to:

Adam Klein, Esq. Goldfarb, Levy, Eran, Meiri, Tzafrir & Co. 2 Weizmann Street Tel Aviv 64239, Israel Telephone: +972-3-608-9947 Telecopy: +972 3-521-2212

Kenneth L. Henderson, Esq. Bryan Cave LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 541-2000 Telecopy: (212) 541-4630

CALCULATION OF FILING FEE

Transaction valuation* Amount of filing fee** $6,500,000 $362.70

Estimated solely for purposes of determining the filing fee. This amount assumes that options to purchase an aggregate of 1,734,422 ordinary shares of NICE-Systems Ltd. having an aggregate value of $6,500,000 will be exchanged for new options or new restricted share units and cancelled pursuant to this exchange offer. The aggregate value of such securities was calculated based on the Black-Scholes option pricing model as of June 17, 2009.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 5 for Fiscal Year 2009, equals $55.80 per $1,000,000 of transaction valuation. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used or relied upon for any other purpose.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Filing party: Not applicable. Form or Registration No.: Not applicable. Date filed: Not applicable.
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates: � third party tender offer subject to Rule 14d-1. ⌧ issuer tender offer subject to Rule 13e-4. � going-private transaction subject to Rule 13e-3. � amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: �

ITEM 1. Summary Term Sheet .

The information set forth under “Summary Term Sheet” in the document entitled “Offer to Exchange Certain Outstanding Options,” dated June 23, 2009 (as amended from time to time, the “Offer to Exchange”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

ITEM 2. Subject Company Information .

(a) Name and Address . The name of the issuer is NICE-Systems Ltd., an Israeli company (the “Company”), and the address and telephone number of its principal executive offices is 8 Hapnina Street, P.O. Box 690, Ra’anana 43107, Israel, +972-9-775-3030.

(b) Securities . This Tender Offer Statement on Schedule TO relates to an offer by the Company to exchange certain outstanding options to purchase ordinary shares, par value NIS 1.00, issued under the 2003 Stock Option Plan and the Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan (together, the “Plans”) having an exercise price greater than $30.00 granted before September 1, 2008 to certain of its active employees residing on the date the offer is commenced, and on the date that the offer expires, in Israel, Hong Kong, the United States or the United Kingdom, other than (i) its directors, Chief Executive Officer and certain other executive officers, and (ii) employees who received one or more option grants from the Company while residing in the United States, but who as of the date of commencement or expiration of the offer, reside in Israel (“Eligible Options”), upon the terms and subject to the conditions set forth in the Offer to Exchange. The exchange pursuant to the Offer to Exchange will be made on a three-for-one basis. Accordingly, upon surrender of Eligible Options pursuant to the Offer to Exchange, the following shall apply: (i) for eligible employees residing in Israel, Hong Kong or the United Kingdom, then for every three ordinary shares for which an Eligible Option is surrendered, a new option exercisable for one ordinary share will be issued on a grant-by-grant basis; and (ii) for eligible employees residing in the United States, then for every three ordinary shares for which an Eligible Option is surrendered, a new restricted share unit exercisable for one ordinary share will be issued, on a grant-by-grant basis. In each of the aforementioned cases, any resulting fractional shares will be rounded to the nearest whole share. The per share exercise price of each new option, and the per share purchase price of each new restricted share unit, will be equal to the par value of the Company’s ordinary shares, or NIS 1.00 (approximately $0.25). The offer is made during the period beginning on June 23, 2009 and ending at 4:00 P.M., Eastern Daylight Time, on August 5, 2009 (or a later date if the Company extends the offer). As of June 17, 2009, there were issued and outstanding Eligible Options held by eligible employees to purchase 1,734,422 ordinary shares.

The information set forth in the Offer to Exchange under “Summary Term Sheet,” Section 1 (“Number of Options; Expiration Date”), Section 5 (“Acceptance of Options for Exchange and Grant of New Options and New RSUs”) and Section 8 (“Source and Amount of Consideration; Terms of New Options and New RSUs”) is incorporated herein by reference.

(c) Trading Market and Price . The information set forth in the Offer to Exchange under Section 7 (“Price Range of ADSs and Ordinary Shares”) is incorporated herein by reference.

ITEM 3. Identity and Background of Filing Person .

(a) Name and Address. The information set forth under Item 2(a) above and in Section 10 of the Offer to Exchange (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference. The Company is both the filing person and the subject company.

ITEM 4. Terms of the Transaction.

(a) Material Terms . The information set forth in the Offer to Exchange under “Summary Term Sheet,” Section 1 (“Number of Options; Expiration Date”), Section 3 (“Procedures for Surrendering Eligible Options”), Section 4 (“Change in Election”), Section 5 (“Acceptance of Options for Exchange and Grant of New Options and New RSUs”), Section 6 (“Conditions of This Exchange Offer”), Section 8 (“Source and Amount of Consideration; Terms of New Options and New RSUs”), Section 9 (“Information About the Company; Summary Financial Information”), Section 11 (“Status of Options Acquired by Us in This Exchange Offer; Accounting Consequences of This Exchange Offer”), Section 12 (“Legal Matters; Regulatory Approvals”), Section 13 (“Material Income Tax Consequences”) and Section 14 (“Extension of This Exchange Offer; Termination; Amendment”) is incorporated herein by reference.

(b) Purchases . The Company’s directors, chief executive officer and certain other executive officers are not eligible to participate in the Offer. The Company’s other executive officers will be eligible to participate in the Offer to Exchange on the same terms and conditions as the Company’s other employees. The information set forth in the Offer to Exchange under Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference.

ITEM 5. Past Contacts, Transactions, Negotiations and Agreements .

(e) Agreements Involving the Subject Company’s Securities . The information set forth in the Offer to Exchange under Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference. The Plans pursuant to which the Eligible Options have been granted are filed herewith as Exhibits (d)(1) and (d)(2) and are incorporated herein by reference.

ITEM 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes . The Offer is being conducted for compensatory purposes as described in the Offer to Exchange. The information set forth in the Offer to Exchange under Section 2 (“Purpose of This Exchange Offer”) is incorporated herein by reference.

(b) Use of Securities Acquired . The information set forth in the Offer to Exchange under Section 5 (“Acceptance of Options for Exchange and Grant of New Options and New RSUs”) and Section 11 (“Status of Options Acquired by Us in This Exchange Offer; Accounting Consequences of This Exchange Offer”) is incorporated herein by reference.

(c) Plans . The information set forth in the Offer to Exchange under Section 2 (“Purpose of This Exchange Offer”) is incorporated herein by reference.

ITEM 7. Source and Amount of Funds or Other Consideration .

(a) Source of Funds . The information set forth in the Offer to Exchange under Section 8 (“Source and Amount of Consideration; Terms of New Options and New RSUs”) and Section 15 (“Fees and Expenses”) is incorporated herein by reference.

(b) Conditions . The information set forth in the Offer to Exchange under Section 6 (“Conditions of This Exchange Offer”) and Section 8 (“Source and Amount of Consideration; Terms of New Options and New RSUs”) is incorporated herein by reference.

(d) Borrowed Funds . Not applicable.

ITEM 8. Interest In Securities of the Subject Company .

(a) Securities Ownership . The information set forth in the Offer to Exchange under Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference.

(b) Securities Transactions . The information set forth in the Offer to Exchange under Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference.

ITEM 9. Person/Assets, Retained, Employed, Compensated or Used .

(a) Solicitations or Recommendations . Not applicable.

ITEM 10. Financial Statements .

(a) Financial Information . The information set forth in the Offer to Exchange under Section 9 (“Information About the Company; Summary Financial Information”) and Section 16 (“Additional Information”) is incorporated herein by reference. The Company’s Annual Report on Form 20-F can also be accessed electronically on the Securities and Exchange Commission’s website at http://www.sec.gov.

(b) Pro Forma Information . Not applicable.

ITEM 11. Additional Information .

(a) Agreements, Regulatory Requirements and Legal Proceedings . The information set forth in the Offer to Exchange under Section 10 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) and Section 12 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b) Other Material Information . Not applicable.

ITEM 12. Exhibits .

The Exhibit Index included in this Schedule TO is incorporated herein by reference.

ITEM 13. Information Required by Schedule 13e-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NICE-SYSTEMS LTD.

By: /s/ Yechiam Cohen —————————————— Name: Yechiam Cohen Title: Corporate Vice President, General Counsel and Corporate Secretary

Date: June 23, 2009

		EXHIBIT INDEX
	Exhibit
	Number	Description
	(a)(1)(A)	Offer to Exchange Certain Outstanding Options, dated June 23, 2009, including Summary Term Sheet.
	(a)(1)(B)	Form of Email to be Sent to Eligible Employees Upon Commencement of the Offer to Exchange, from Haim Shani, Chief Executive Officer of
		NICE-Systems Ltd.
	(a)(1)(C)	Form of Email to be Sent to Eligible Employees Upon Commencement of the Offer to Exchange, from the Vice President of Corporate Human
		Resources of NICE-Systems Ltd.
	(a)(1)(D)	Form of Letter to Eligible Option Holders.
	(a)(1)(E)	Form of Paper Election Form.
	(a)(1)(F)	Form of Election Form - Web Submission.
	(a)(1)(G)	Form of Paper Notice of Withdrawal.
	(a)(1)(H)	Form of Notice of Withdrawal - Web Submission.
	(a)(1)(I)	Form of E-mail Communication Regarding Confirmation of Receipt of Election Form.
	(a)(1)(J)	Form of E-mail Communication Regarding Confirmation of Receipt of Notice of Withdrawal.
	(a)(1)(K)	Employee Training Materials.
	(a)(1)(L)	Annual Report on Form 20-F for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission on April 6, 2009
		(Commission File No. 000-27466), incorporated herein by reference.
	(a)(1)(M)	Current Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 7, 2009 (Commission File No.
		000-27466), incorporated herein by reference.
	(b)	Not applicable.
	(d)(1)	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 the Securities and Exchange Commission on April 6, 2009, and incorporated herein by reference).
	(d)(2)	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 Securities and Exchange Commission on September 11, 2007, and incorporated herein by
		reference).
	(d)(3)	NICE Systems Ltd. 2008 Share Incentive Plan, as amended (filed as Exhibit 4.8 to NICE-System Ltd.’s Annual Report on Form 20-F (File No. 000-
		27466) filed with the Securities and Exchange Commission on April 6, 2009, and incorporated herein by reference).
	(d)(4)	Form of Option Agreement pursuant to the 2008 Share Incentive Plan, as amended (for participants in Hong Kong).

(d)(5) Form of Option Agreement pursuant to the 2008 Share Incentive Plan, as amended (for participants in Israel). (d)(6) Form of Option Agreement pursuant to the 2008 Share Incentive Plan, as amended (for participants in the United Kingdom). (d)(7) Form of RSU Agreement pursuant to the 2008 Share Incentive Plan, as amended (for participants in the United States).

(d)(8) Form of Notice provided to Employees in Israel regarding the exercise price reduction of certain outstanding options to acquire ordinary shares. (d)(9) Form of Option Exchange Agreement entered into by NICE-Systems Ltd. and certain Israeli Executive Officers. (d)(10) Form of Option Exchange Agreement entered into by NICE-Systems Ltd. and a certain U.S. Executive Officer.

(g) Not applicable.

(h) Not applicable.

Exhibit (a)(1)(A)

NICE-SYSTEMS LTD.

OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS

YOUR RIGHT TO ELECT TO EXCHANGE YOUR OPTIONS AND YOUR RIGHT TO WITHDRAW SUCH ELECTION EXPIRE AT 4:00 P.M., EASTERN DAYLIGHT TIME, ON AUGUST 5, 2009, UNLESS EXTENDED.

This document constitutes part of the Section 10(a) Prospectus Relating to the NICE-Systems Ltd. 2008 Share Incentive Plan, the NICE-Systems Ltd. 2003 Share Option Plan and the Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan.

NICE-Systems Ltd. (“NICE,” the “Company,” “we,” “us” or “our”) is offering to certain active full-time and part-time employees of NICE and its subsidiaries, other than (i) our directors, Chief Executive Officer and certain other executive officers, and (ii) employees who received one or more option grants from us while residing in the United States but who on the date of commencement or expiration of this offer reside in Israel (such eligible employees, “you”), the right to exchange certain of your outstanding options to purchase our ordinary shares for new securities on the terms described herein. Only options issued to eligible employees before September 1, 2008 under our 2003 Stock Option Plan or the Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan (which we assumed in connection with our acquisition of Actimize Ltd.) having an exercise price greater than $30.00 per share granted to employees residing on the date of the commencement and expiration of this offer in Israel, Hong Kong, the United States or the United Kingdom will be eligible for exchange, referred to below as “Eligible Options”. The exchange pursuant to this offer (this “Exchange Offer”) will be made on a three-for-one basis. Accordingly, upon surrender of Eligible Options pursuant to this Exchange Offer, the following shall apply (i) if you reside in Israel, Hong Kong or the United Kingdom, then for every three ordinary shares for which an Eligible Option is surrendered, a new option exercisable for one ordinary share (“New Option”) will be issued to you on a grant-by-grant basis, or (ii) if you reside in the United States, then for every three ordinary shares for which an Eligible Option is surrendered, a new restricted share unit exercisable for one ordinary share (“New RSU”) will be issued to you, on a grant-by-grant basis, in each case with any fractional shares rounded to the nearest whole share. Each New Option and New RSU will be issued under our 2008 Share Incentive Plan, or the “2008 Plan”. Each New Option and New RSU represents the right to receive one ordinary share at a future date provided certain vesting conditions are met. The New Options and the New RSUs will be subject to a new four-year vesting schedule. The per share exercise price of the New Options, and the per share purchase price of the New RSUs, will be equal to the par value of our - - ordinary shares, or NIS 1.00 (approximately $0.25). You may participate in this Exchange Offer on a grant by grant basis. In other words, you may elect to exchange the Eligible Options granted to you on one date and not the Eligible Options granted to you on another date. If you wish to surrender any Eligible Options for exchange, then all the Eligible Options granted to you on that same date must be surrendered in full.

Grants of New Options and New RSUs will be made on the same date that we cancel the Eligible Options accepted for exchange. We expect the grant date of the New Options and New RSUs to be August 5, 2009, unless we decide to extend this Exchange Offer. You will receive a grant of New Options or New RSUs only if you are still employed by us on the date this Exchange Offer expires, provided that you have not given or received notice of termination of your employment. We are making this Exchange Offer upon the terms and subject to the conditions set forth in this Offer to Exchange. This Exchange Offer is not conditioned upon a minimum number of Eligible Options being surrendered for exchange.

Both our ordinary shares traded on the Tel-Aviv Stock Exchange and our American Depository Shares, or ADSs, each representing one ordinary share, traded on the NASDAQ Global Select Market, are traded under the symbol “NICE”. On June 22, 2009, the closing price of our ordinary shares on the Tel-Aviv Stock Exchange was NIS 88.06 (or approximately $22.27) per share. On June 22, 2009, the closing price of our ADSs on the NASDAQ Global Select Market was $21.84 per ADS. June 22, 2009 was the last completed trading day prior to the commencement of this Exchange Offer in each of these markets.

See “Risks Related to this Exchange Offer” for a discussion of risks that you should consider before participating in this Exchange Offer.

IMPORTANT

To elect to exchange your Eligible Options pursuant to this Exchange Offer, employees who reside in Israel must properly complete and deliver a paper election form (provided by the Company) by any of the following methods: by fax to Tzur Tamir at +972-9-743-7488, by email at [email protected], or by hand delivery or by mail at 8 Hapnina Street, Ra’anana, Israel. Employees who reside in the United States, Hong Kong or the United Kingdom must either submit their election form, for each grant with respect to which they elect to surrender their Eligible Options, through the Exchange Offer website at http://www.tamirfishman.com or by completing and delivering the paper election form to Tzur Tamir by fax at +972-9-743-7488. We must receive your properly completed election form before 4:00 P.M., Eastern Daylight Time, on August 5, 2009 (or such later date as may apply if the Exchange Offer is extended). Access to the Exchange Offer website requires a unique password, which employees will receive from their respective Human Resources representative. Although we reserve the right to extend this Exchange Offer at our sole discretion, we currently have no intention of doing so.

Subject to our rights to extend, terminate and amend this Exchange Offer, we will accept promptly after the expiration of this Exchange Offer all properly surrendered Eligible Options that are not validly withdrawn and we will give notice of our acceptance on the date this Exchange Offer expires. Upon our acceptance of the Eligible Options that were surrendered for exchange, the surrendered Eligible Options will be canceled and you will no longer have any right to purchase our ordinary shares under those Eligible Options.

We have not authorized any person to make any recommendation on our behalf as to whether you should surrender or not surrender your Eligible Options for exchange through this Exchange Offer. You should rely only on the information in these materials or to which we have referred you. We have not authorized anyone to give you any information or to make any representation in connection with this Exchange Offer other than the information and representations contained in these materials. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of the disclosures of this prospectus. Any representation to the contrary is a criminal offense.

The contents of this Exchange Offer have not been reviewed by any regulatory authority in Hong Kong (or any other jurisdiction). You are advised to exercise caution in relation to the Exchange Offer. If you are in any doubt about any of the content of this document, you should obtain independent professional advice.

The date of this Offer to Exchange is June 23, 2009.

		TABLE OF CONTENTS
SUMMARY TERM SHEET			1
RISKS RELATED TO THIS EXCHANGE OFFER			8
THE EXCHANGE OFFER			11
1.	NUMBER OF OPTIONS; EXPIRATION DATE		11
2.	PURPOSE OF THIS EXCHANGE OFFER		12
3.	PROCEDURES FOR SURRENDERING ELIGIBLE OPTIONS		13
4.	CHANGE IN ELECTION		14
5.	ACCEPTANCE OF OPTIONS FOR EXCHANGE AND GRANT OF NEW OPTIONS AND NEW RSUs		14
6.	CONDITIONS OF THIS EXCHANGE OFFER		15
7.	PRICE RANGE OF ADSs AND ORDINARY SHARES		17
8.	SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS AND NEW RSUs		18
9.	INFORMATION ABOUT THE COMPANY; SUMMARY	FINANCIAL INFORMATION	21
10.	INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS		24
11.	STATUS OF OPTIONS ACQUIRED BY US IN THIS EXCHANGE OFFER; ACCOUNTING CONSEQUENCES OF THIS EXCHANGE		25
	OFFER
12.	LEGAL MATTERS; REGULATORY APPROVALS		25
13.	MATERIAL INCOME TAX CONSEQUENCES		26
14.	EXTENSION OF THIS EXCHANGE OFFER; TERMINATION; AMENDMENT		31
15.	FEES AND EXPENSES		32
16.	ADDITIONAL INFORMATION		32
17.	MISCELLANEOUS		33
		i

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about our Exchange Offer. We urge you to read all of these materials carefully because the information in this summary is not complete. We have included references to the relevant sections following this summary where you can find a more complete description of the topics in this summary.

Q.1. What options are covered by this Exchange Offer and who is eligible to participate in the Exchange Offer?

We are offering certain of our active full-time and part-time employees residing in Israel, Hong Kong, the United States and the United Kingdom, other than (i) our directors, Chief Executive Officer and certain other executive officers, and (ii) employees who received one or more option grants from us while residing in the United States but who on the date of commencement or expiration of this offer, reside in Israel, the opportunity to exchange all or certain of their outstanding options on a grant-by-grant basis. Only options issued to eligible employees before September 1, 2008 under our 2003 Stock Option Plan and the Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan (which we assumed in connection with our acquisition of Actimize Ltd.), having an exercise price greater than $30.00 per share, granted to employees that reside in Israel, Hong Kong, the United States or the United Kingdom on the date of the commencement and expiration of this Exchange Offer, will be eligible for exchange. Further, you must also be employed by us on the date this Exchange Offer expires, and you must not have given or received notice of termination of your employment. Additionally, if you are an Israeli resident, you will be required, as a condition to participating in this Exchange Offer, to provide a declaration (included in the paper election form) confirming that you understand the expected Israeli Tax Ruling described in Section 13 under “Israeli income tax consequences”, will abide by it and will not request to change or replace it. (See Section 1 and Section 13)

Q.2. Why are we making this Exchange Offer?

We believe that an effective and competitive employee incentive program is imperative for the success of our business. Equity awards constitute a key component of our incentive and retention programs because we believe that compensation that allows employees to benefit from increases in the value of our shares motivates them to work toward our success. However, many of our employees’ outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our ordinary shares and American Depositary Shares, or ADSs. This has led many of these employees to view their existing options as having little or no value, making these options ineffective at providing the incentive and retention value for which they were intended. We are making this Exchange Offer on a voluntary basis in order to provide these employees with the opportunity to own options or RSUs that have current value and that have the potential to increase in value over time. We believe that this will create better performance incentives for these employees and thereby align the interests of our current employees with those of our shareholders in maximizing shareholder value. (See Section 2)

Q.3. Are there conditions to this Exchange Offer?

This Exchange Offer is subject to a number of conditions with regard to events that could occur before the expiration of this Exchange Offer and pursuant to which we may terminate this Exchange Offer. These events include a change in accounting principles, a lawsuit challenging the offer, a third-party tender offer for our ordinary shares and an acquisition proposal for the Company. Additionally, the Exchange Offer is contingent upon the Company’s favorable receipt of the Israeli Tax Ruling described in Section 13 under “Israeli income tax consequences”. These and various other conditions are more fully described in Section 6. If we terminate this Exchange Offer prior to accepting and canceling your surrendered Eligible Options, your Eligible Options will remain outstanding until they expire by their terms and will retain their current exercise price and current vesting schedule. This Exchange Offer is not conditioned upon any minimum threshold number of Eligible Options being surrendered for exchange by eligible option holders.

Q.4. What if I am not a resident of Israel, Hong Kong, the United States or the United Kingdom on each of the commencement date and expiration date of the Exchange Offer?

You will only receive a grant of New Options or New RSUs in this Exchange Offer if you are a resident of Israel, Hong Kong, the United States or the United Kingdom on the date of commencement and expiration of the Exchange Offer. If you should cease to be a resident of one of the aforementioned countries during the period that the Exchange Offer is open, you will no longer be entitled to participate in this Exchange Offer and any options that you have tendered will be returned to you and remain intact and exercisable for the time period set forth in the applicable option agreement, and no New Options or New RSUs will be issued to you.

Q.5. What if I am not an employee of the Company on the date the Exchange Offer expires, or if I have previously given or received notice of termination of my employment?

You will only receive a grant of New Options or New RSUs in this Exchange Offer if you are an active employee of the Company on the date this Exchange Offer expires. If, for any reason, you are not an active employee of the Company on such date, then you will not be entitled to participate in this Exchange Offer and any options that you have tendered will be returned to you and remain intact and exercisable for the time period set forth in the applicable option agreement, and no New Options or New RSUs will be issued to you. For purposes of this Exchange Offer, we define an employee as being “active” if he or she has not given or received notice of termination of employment, even if employment has continued during a notice or similar period. This means that if you terminate your employment with or without a good reason, or we terminate your employment with or without cause, or your employment is otherwise terminated, prior to the expiration of this Exchange Offer, then you will not be entitled to participate in this Exchange Offer. Employees on a leave of absence or maternity leave will be entitled to participate in this Exchange Offer. Participation in the Exchange Offer does not confer upon you the right to remain in the employ of the Company. (See Section 5)

Q.6. How many New Options or New RSUs will I receive in exchange for the Eligible Options I surrender for exchange?

The exchange pursuant to this Exchange Offer will be made on a three-for-one basis. If you reside in Israel, Hong Kong or the United Kingdom, then for every three ordinary shares for which your surrendered Eligible Option is exercisable, you will receive a New Option with respect to one ordinary share, rounded to the nearest whole number. If you reside in the United States, then for every three ordinary shares for which your surrendered Eligible Option is exercisable, you will receive a New RSU with respect to one ordinary share, rounded to the nearest whole number. (See Section 1)

Q.7. What is an RSU?

A restricted share unit is a right to receive an ordinary share of the Company, under certain terms and conditions, for a consideration of no more than the underlying ordinary share’s par value. Until the vesting conditions are met and, if required, the payment of the per share purchase price is made, which is equal to the par value of our ordinary shares, or NIS 1.00 (approximately $0.25), you will not have any of the rights or privileges of a shareholder of NICE with respect to the shares subject to the New RSUs.

Q.8. When will I receive my New Options or New RSUs?

We expect to grant the New Options and New RSUs on August 5, 2009, the same date that we cancel the Eligible Options. We will cancel the Eligible Options accepted for exchange at 4:00 P.M., Eastern Daylight Time on the date this Exchange Offer expires. If the expiration date of the Exchange Offer is extended, the cancellation date and new option grant date will be similarly extended. As promptly as practicable after the grant date, we will send you an option or RSU agreement, as applicable. (See Section 5)

Q.9. What will the exercise price of the New Options and New RSUs be?

The New Options will have a per share exercise price, and New RSUs will have a per share purchase price, equal to NIS 1.00 (approximately $0.25). This is the par value of our ordinary shares. We recommend that you obtain current market quotations for our ordinary shares and American Depositary Shares before deciding whether to exchange your Eligible Options. (See Section 8)

Example:

If you exchange Eligible Options to purchase 3,000 ordinary shares, on the grant date you will be entitled to receive New Options to purchase 1,000 ordinary shares, each with a per share exercise price equal to NIS 1.00, or New RSUs exercisable for 1,000 ordinary shares, each with a per share purchase price equal to NIS 1.00. NIS 1.00 is approximately $0.25.

Q.10. When will the New Options and New RSUs vest?

The New Options and New RSUs will vest in four equal installments (or as nearly as possible), each representing one-fourth of the New Options and New RSUs, provided that you are employed on the date of vesting, as follows:one-fourth of the New Options and New RSUs will vest and become exercisable on each of the four annual anniversaries following the date of grant of the New Options and New RSUs. If the number of shares subject to your New Options or New RSUs is not divisible by four, then the remaining shares will be allocated to the fourth vesting date. With respect to New Options, you will be required to pay (or otherwise satisfy) the exercise price of NIS 1.00 (approximately $0.25) per share only if and when you elect to exercise and such New Options. With respect to the RSUs, at each vesting date, you will be required to pay (or otherwise satisfy) the per share purchase price equal to the par value of our ordinary shares, or NIS 1.00 (approximately $0.25) for those ordinary shares vested on such vesting date. (See Section 8)

Q.11. Will I have to pay income taxes if I exchange my Eligible Options in this Exchange Offer?

United States

If you participate in this Exchange Offer and are a citizen or resident of the United States, you generally will not be required under current U.S. law to recognize income for U.S. federal income tax purposes at the time of the exchange or on the grant date of the New RSUs. However, you may have taxable income when shares are issued to you upon vesting of the New RSUs or when you sell your shares. (See Question 9 and Section 13).

Note that for U.S. federal tax purposes the tax consequences of receiving restricted share units differs significantly from the tax treatment of your options. As a result, if you participate in this Exchange Offer and receive New RSUs for Eligible Options, your tax liability could be higher than if you had kept your Eligible Options. Please see Section 13 for further information about the general tax consequences associated with your Eligible Options.

Israel

We believe that employees who are Israeli residents for tax purposes who exchange Eligible Options for New Options will not be required under current Israeli tax law to recognize income for Israeli income tax purposes at the time of the exchange, provided that we obtain a tax ruling to that effect and said employees consent to such tax ruling. We have filed a request for a tax ruling on this matter from the Israeli Tax Authority. (See Section 13)

Hong Kong

You are not likely to be subject to tax in Hong Kong as a result of the exchange of Eligible Options for the New Options. (See Section 13)

United Kingdom

You will not be subject to tax in the United Kingdom as a result of the exchange of Eligible Options for the New Options. (See Section 13)

We strongly recommend that you consult with your personal tax and financial advisors before deciding whether or not to participate in this Exchange Offer with respect to the tax consequences of exchanging your Eligible Options. You should consider the local, state, federal and foreign tax laws applicable to you, as well as tax consequences arising from your particular personal circumstances. For example, if you are a resident of or subject to the tax laws in more than one country, there may be additional or different tax and social insurance consequences and other restrictions that apply to you. The Company is not responsible for any adverse tax or other financial consequences that may result from your voluntary participation in the offer, irrespective of the source of or reason for any such negative consequences. (See Section 13)

Q.12. Will receipt of ordinary shares upon the exercise of New Options or vesting of New RSUs be subject to withholding taxes?

United States

Upon the vesting of New RSUs, you will recognize ordinary income for purposes of U.S. tax law, which will be subject to all applicable withholding taxes. The amount of ordinary income you recognize will equal the fair market value of the ordinary shares, less the amount, if any, you paid for the ordinary shares. At the time of vesting, we may require that you sell a portion of the ordinary shares underlying the restricted share units in a “sell-to-cover” transaction. In such case, you will be required to follow our instructions in facilitating any such transaction, including your entering into an automatic sales plan and other associated account opening forms and authorizations, with any broker or other third party designated by us, pursuant to the terms of the 2008 Plan. We may also utilize other methods to collect the tax and par value at our sole discretion. You will not be able to sell or transfer the ordinary shares received before tax withholding and par value payments are satisfied.

Israel

Under Israeli law, the exercise of New Options will not result in a tax event. Tax will be payable only upon the sale of ordinary shares or upon the release from trust, whichever is earlier. (See Section 13)

Hong Kong

When you exercise the New Options, you will be subject to salaries tax in Hong Kong on the difference between the fair market value of the ordinary shares on the date of exercise and the price you pay for your ordinary shares. When you sell the ordinary shares acquired at exercise of the New Options, you will not be subject to tax in Hong Kong on any capital gains. (See Section 13)

United Kingdom

When you exercise the New Options, you will be subject to income tax in the United Kingdom and employee national insurance contributions (“NICs”) in the United Kingdom on the fair market value of the shares on the date of exercise (“Exercise Market Value”). You will also be liable for paying our portion of NICs on the Exercise Market Value when you exercise the New Options. When you sell the ordinary shares acquired upon exercise of New Options, you will be subject to capital gains tax in the United Kingdom on any amount by which the sale proceeds exceed the Exercise Market Value. (See Section 13)

Q.13. Will I have to wait longer to purchase ordinary shares under my New Options or New RSUs than I would under the Eligible Options I surrender?

Yes. If you surrender Eligible Options that are fully or partially vested, you could have exercised the vested portion at any time in accordance with their terms if you had not surrendered them. Furthermore, the New Options and New RSUs have a different vesting schedule than the Eligible Options, which schedule commences on the date of grant of the New Options and New RSUs. (See Section 8) Therefore, you will have to wait longer to purchase ordinary shares under the New Options or New RSUs than you would under the Eligible Options you surrender. Also, you run the risk of forfeiting the New Options or New RSUs if you are not an active employee on the new vesting date. (See Section 5) In certain circumstances, tax implications may also impact the date on which you choose to exercise your New Options. (See Section 13)

Q.14. When will the New Options and New RSUs expire?

The New Options will expire six years from the grant date. If you cease to be an employee of the Company or one of our subsidiaries, the New Options and New RSUs (to the extent the New RSUs are unvested at the time that you cease to be an employee) may be forfeited. (See Section 8)

Q.15. Am I required to participate in the Exchange Offer?

No. Participation in the Exchange Offer is completely voluntary. (See Section 1)

Q.16. If I elect to participate in this offer, do I have to exchange all of my Eligible Options or can I just exchange some of them?

You may elect to participate in this Exchange Offer on a grant-by-grant basis. However, each grant of Eligible Options you surrender must be surrendered in full. When we state that employees will be permitted to exchange Eligible Options for New Options or New RSUs on a grant-by-grant basis, that means that you can elect to exchange either all or none of the Eligible Options of a particular grant. You cannot partially exchange an outstanding Eligible Option grant. By way of example, if you have two unexercised Eligible Option grants, one for 1,000 shares and the other for 500 shares, you could elect to exchange both, either or neither of these grants. However, you could not elect to exchange just 100 shares of the 1,000 share grant, or any other partial exchange of either option grant. Likewise, if an Eligible Option grant is partially vested and partially unvested, you cannot choose to cancel only the unvested portion. (See Section 1)

Q.17. What do I need to do to participate in the offer?

If you reside in Israel, to elect to surrender your Eligible Options for exchange, you need to properly complete the paper election form (provided by the Company) and deliver it by any of the following methods: by fax to Tzur Tamir at +972-9-743-7488, by email at [email protected], or by hand delivery or by mail at 8 Hapnina Street, Ra’anana, Israel. If you reside in the United States, Hong Kong or the United Kingdom, to elect to surrender your Eligible Options for exchange, you must either submit your election form for each grant with respect to which you elect to surrender your Eligible Options, through the Exchange Offer website at http://www.tamirfishman.com or you may properly complete the paper election form and deliver it to Tzur Tamir by fax at +972-9-743-7488. We must receive your properly completed election form before 4:00 P.M., Eastern Daylight Time, on August 5, 2009 (or such later date as may apply if the Exchange Offer is extended). Access to the Exchange Offer website requires a unique password, which employees will receive from their respective Human Resources representative.

If we extend this Exchange Offer beyond August 5, 2009, then you must deliver or submit, as applicable, a properly completed election form and the other required documentation to participate in the Exchange Offer before the extended expiration date. We will accept for exchange all Eligible Options that you elect to exchange promptly after this Exchange Offer expires. If you do not deliver or submit, as applicable, a properly completed election form before this Exchange Offer expires, it will have the same effect as if you rejected this Exchange Offer. (See Section 3)

Q.18. Can I change my election regarding Eligible Options I surrender?

Yes. You may change your election with respect to one or more particular grants of Eligible Options, but you may not change your election with respect to a portion of any one option grant. If you reside in Israel, you may change your election and withdraw from participation in the Exchange Offer by delivering a paper notice of withdrawal (provided by the Company) to Tzur Tamir by fax at +972-9-743-7488, by email at [email protected], by hand delivery or by mail at 8 Hapnina Street, Ra’anana, Israel. If you reside in the United States, Hong Kong or the United Kingdom, you may change your election and withdraw from participation in the Exchange Offer by either submitting a notice of withdrawal for each grant with respect to which you previously submitted an election form, through the Exchange Offer website at http://www.tamirfishman.com or by delivering a paper notice of withdrawal to Tzur Tamir by fax at +972-9-743-7488. We must receive your properly completed notice of withdrawal before the offer expires. (See Section 4)

Q.19. Will I be required to give up all my rights to the surrendered Eligible Options?

Yes. Once we have accepted Eligible Options surrendered by you, those Eligible Options will be cancelled and you will no longer have any rights under those Eligible Options. Subject to our rights to extend, terminate and amend this Exchange Offer, we will accept for exchange all Eligible Options that you properly surrender to us prior to the expiration of this Exchange Offer and that you have not withdrawn.

Q.20. What if the Company enters into a merger or other similar transaction in which there is a change in control of the Company prior to the grant of New Options?

While we are not currently negotiating any transactions that could reasonably be expected to lead to our acquisition, our board of directors has a duty to consider alternatives for maximizing shareholder value. We cannot ignore the possibility that a transaction could be proposed that our shareholders or our board of directors believes is in the best interests of the Company and our shareholders. We reserve the right to terminate the offer prior to its expiration upon the occurrence of certain events, including if a tender or exchange offer with respect to some or all of our ordinary shares or a merger acquisition proposal for us is proposed, announced or made by another person or entity or is publicly disclosed.

It is possible that, prior to the grant of New Options and New RSUs, we could enter into an agreement for a merger or other similar transaction that could result in a material change in our business or management. If we are acquired prior to the expiration of the offer, we reserve the right to withdraw the offer, in which case your Eligible Options and your rights under them will remain intact and exercisable for the time period set forth in your stock option agreement and no New Options or New RSUs will be issued. If we are acquired prior to the expiration of the offer but do not withdraw the offer, we (or the successor entity) will notify you of any material changes to the terms of the offer or the New Options or New RSUs. Under such circumstances, the type of security and the number of shares covered by your New Options or New RSUs could be adjusted based on the consideration per share given to holders of our ordinary shares in connection with the acquisition. As a result of this adjustment, you may receive New Options or New RSUs covering more or fewer shares of the acquiror’s stock than the number of shares subject to the Eligible Options that you tendered for exchange or than the number you would have received pursuant to the New Options or New RSUs if no acquisition had occurred.

Q.21. What happens to my Eligible Options if I elect not to surrender my Eligible Options pursuant to this Exchange Offer?

Eligible Options that you choose not to surrender for exchange or that we do not accept for exchange remain outstanding until they are exercised or expire by their terms. These Eligible Options will retain their current exercise price and current vesting schedule.

Q.22. Will the New Options and New RSUs issued have an effect on the pool of shares available for future grant under the 2008 plan?

No. The New Options and New RSUs granted under the terms of this Offer to Exchange will not impact the number of ordinary shares that otherwise may be subject to awards granted under the 2008 Plan for the calendar year 2009. The maximum number of ordinary shares that may be subject to awards granted under the 2008 Plan is an amount per calendar year equal to 3.5% of our issued and outstanding share capital as of the 31[st] of December of the preceding calendar year.

Q.23. When does this Exchange Offer expire? Can this Exchange Offer be extended and, if so, how will I know if it is extended?

This Exchange Offer will expire on August 5, 2009, at 4:00 P.M., Eastern Daylight Time, unless we extend it. Although we do not currently intend to do so, we may, in our discretion, extend this Exchange Offer at any time. If we extend this Exchange Offer, we will give notice of the extension and the new anticipated grant date for the New Options and New RSUs. (See Section 1)

Q.24. What do we recommend you do in response to this Exchange Offer?

Although our board of directors has approved this Exchange Offer, it recognizes that your decision is an individual one that should be based on a variety of factors. As a result, you should consult with your personal legal, financial and tax advisors before deciding whether to participate in this Exchange Offer. We do not make a recommendation as to whether or not you should accept our offer to exchange Eligible Options pursuant to this Exchange Offer.

Q.25. Who can I talk to if I have questions about this Exchange Offer?

For additional information or assistance, you should contact Tzur Tamir at +972-9-775-2339 or by email at [email protected].

RISKS RELATED TO THIS EXCHANGE OFFER

Participation in this Exchange Offer involves a number of potential risks, including those described below. Before making a decision on whether or not to tender your Eligible Options, you should carefully review the risks described below and the risk factors under the headings entitled “Risks Relating to Our Business and Markets” and “Risks Relating to Our Ordinary Shares and ADSs” in Item 3.A of our Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission, or the SEC, on April 6, 2009, which highlight the material risks of participating in this Exchange Offer and investing in our ordinary shares. The risk factors set forth in Item 3.A of such Annual Report are incorporated herein by reference. See “Additional Information” in Section 16 for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review such reports. Eligible employees should carefully consider these risks and are strongly encouraged to speak with legal, financial or tax advisors as necessary before deciding whether to surrender or not surrender Eligible Options in this Exchange Offer. In addition, we strongly recommend that you read the rest of these materials before deciding whether to exchange your Eligible Options in this Exchange Offer.

If you exchange Eligible Options for New Options or New RSUs and you cease to be an employee of the Company or one of our subsidiaries for any reason before the New Options or New RSUs fully vest, you will forfeit any unvested portion of your New Options or New RSUs.

If you elect to participate in this exchange offer, each New Option or New RSU will vest according to a new four-year vesting schedule described in this Exchange Offer as long as you continue to be an employee of the Company or one of our subsidiaries. If you cease to be an employee of the Company or one of our subsidiaries for any reason (including, possibly as a result of another company’s acquisition of us), your New Options or New RSUs will cease to vest and any unvested portion of your New Options or New RSUs will be cancelled as of the date you cease to be an employee. Accordingly, if you exchange Eligible Options for New Options or New RSUs and you cease to be an employee of the Company or one of our subsidiaries before the New Options or New RSUs fully vest, you will forfeit any unvested portion of your New Options or New RSUs. If the market price of our ordinary shares or ADSs increases above the exercise price of your Eligible Options following their exchange in this Exchange Offer and your employment is terminated before your New Options or New RSUs have vested, then, in retrospect, it would have been more advantageous for you not to have exchanged your Eligible Options in this Exchange Offer.

Nothing in this Exchange Offer should be construed to confer upon you the right to remain an employee of the Company or one of our subsidiaries. The terms of your employment with us remain unchanged. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain in our employ until the grant date for the New Options or New RSUs or thereafter.

Tax - Related Risks for Israeli Tax Residents

Under the current policy of the Israeli Tax Authority, the exchange of Eligible Options that are fully vested may be considered a sale of such Eligible Options and would therefore be treated as a taxable event. The exchange of Eligible Options that are not yet vested at the time of the exchange should generally not be treated as a taxable event. The Company has filed a request for a ruling from the Israeli Tax Authority, referred to in this document as the “Israeli Tax Ruling,” to determine if the exchange will be treated as a taxable event and if any tax will be payable at the time of exchange. Since we expect the Israeli Tax Ruling to be granted, you are required, as a condition to participating in this Exchange Offer, to provide a declaration (included in the paper election form) confirming that you understand the Israeli Tax Ruling, will abide by it and will not request to change or replace it.

You should review Section 13 carefully for a more detailed discussion of the potential consequences of participating in this Exchange Offer. We recommend that you consult with your personal tax and financial advisors before deciding whether or not to participate in the offer with respect to the tax consequences relating to your specific circumstances.

Tax - Related Risks for U.S. Citizens and Tax Residents

If you participate in this Exchange Offer and receive New RSUs for Eligible Options, you generally will not be required under current U.S. law to recognize income for U.S. federal income tax purposes at the time of the exchange or on the grant date of the New RSUs. However, you generally will have taxable ordinary income when shares are issued to you upon vesting of the New RSUs, and such taxable income will be subject to all applicable withholding taxes. At such time, we may require that you sell a portion of the ordinary shares underlying the New RSUs in a “sell-to-cover” transaction. In such case, you will be required to follow our instructions in facilitating any such transaction, including your entering into an automatic sales plan and other associated account opening forms and authorizations, with any broker or other third party designated by us. In addition, at the time of each vesting, you will be required to pay (or otherwise satisfy) the per share purchase price equal to the par value of our ordinary shares, or NIS 1.00 (approximately $0.25) for those ordinary shares vesting on each anniversary date. We may also utilize other methods to collect the tax and par value at our sole discretion pursuant to the terms of the 2008 plan.You will not be able to sell or transfer the ordinary shares received before tax withholding and par value payments are satisfied.

You also may have taxable capital gains when you sell the shares underlying the restricted share unit. Note that the tax consequences of New RSUs differs significantly from the tax treatment of your options and as a result of your participating in this Exchange Offer, your tax liability could be higher than if you had kept your Eligible Options. Please see Section 13 of the Offer to Exchange for a discussion of the general U.S. tax consequences associated with options.

Because this Exchange Offer will be held open for a period greater than 29 days, U.S. taxpayer employees who hold Eligible Options that are classified for U.S. federal tax purposes as incentive stock options and do not participate in this Exchange Offer will not be able to dispose of any ordinary shares acquired pursuant to the exercise of such Eligible Options within two (2) years of the commencement of this Exchange Offer and one (1) year after the exercise of the Eligible Options, in order to be eligible for favorable tax treatment under U.S. federal tax law.

In order to receive favorable tax treatment for incentive stock options, you may not dispose of the ordinary shares subject to the option within two (2) years after the grant date and one (1) year after the date you exercise the option. As a result of this Exchange Offer being held open for thirty (30) days or more, if you do not tender your Eligible Options that are classified as incentive stock options, the date of grant, for purposes of the two (2) year holding period necessary to receive favorable tax treatment, will restart on the date of this Exchange Offer and you will not receive any credit for the time from the original grant date of your option. As a result, in order to receive favorable U.S. federal tax treatment, you must wait to sell or otherwise dispose of the ordinary shares subject to your Eligible Options classified as incentive stock options until the passage of more than two (2) years from the date this Exchange Offer commenced and more than one (1) year after the exercise of the option. If these holding periods (and all other incentive stock option requirements) are met, the excess of the sale price of the option shares over the exercise price of the option will be treated as long-term capital gain. For more detailed information, please read the rest of the Offer to Exchange, and see the tax disclosure set forth under Section 13 of the Offer to Exchange.

Tax - Related Risks for Hong Kong and United Kingdom Residents

If you are an employee who is a resident of Hong Kong for tax purposes, while we believe that you should not be required to recognize any taxable income at the time of the exchange of Eligible Options for New Options, you will be liable for income tax contributions upon exercise of the New Options. If you are an employee who is a resident of the United Kingdom for tax purposes, while we believe that you should not be required to recognize any taxable income at the time of the exchange of Eligible Options for New Options, you may be liable for income and social insurance tax contributions upon exercise of the New Options and capital gains tax on any further financial gains you make on the sale of the ordinary shares issued upon exercise of the New Options. Subject to any modification required to comply with local law, we expect to satisfy our tax withholding obligations with respect to our employees who are residents of Hong Kong or the United Kingdom for tax purposes by using the procedures described above under “Tax-Related Risks for U.S. Citizens and Tax Residents.”In addition, you may have exchange control or securities law reporting obligations. We therefore strongly recommend you consult with your personal tax advisor in your own country about the effect on your personal tax situation if you choose to participate in the Exchange Offer. You should consider the local tax laws applicable to you, as well as tax consequences arising from your particular personal circumstances. The Company is not responsible for any adverse tax or other financial consequences that may result from your voluntary participation in the Exchange Offer, irrespective of the source of or reason for any such negative consequences.

If you participate in the Exchange Offer and are a resident of Hong Kong or the United Kingdom, please refer to Section 13, for a description of the tax and/or social insurance consequences that may apply to you.

Tax - related Risks for Tax Residents of Multiple Countries

If you are subject to the tax laws in more than one jurisdiction, you should be aware that there may be tax and social security consequences of more than one country that may apply to you. You should be certain to consult your own tax advisor to discuss these consequences.

THE EXCHANGE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

We are offering you the opportunity to exchange, on a grant-by-grant basis, your Eligible Options for New Options or New RSUs upon the terms and subject to the conditions set forth in this Offer to Exchange. Eligible Options are all outstanding options granted before September 1, 2008 to eligible employees that have an exercise price greater than $30.00 per share. These options were granted under our 2003 Stock Option Plan or the Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan. All of the active full-time and part-time employees of the Company and its subsidiaries that reside in Israel, Hong Kong, the United States and the United Kingdom on the date of the commencement and expiration of this offer are eligible to participate in this Exchange Offer, other than (i) our directors, Chief Executive Officer and certain other executive officers, and (ii) employees who received one ore more option grants from us while residing in the United States but who on the date of commencement or expiration of this offer reside in Israel.

The exchange pursuant to this Exchange Offer will be made on a three-for-one basis. Accordingly, if you reside in Israel, Hong Kong or the United Kingdom, then for every three ordinary shares for which your surrendered Eligible Option is exercisable, you will receive a New Option with respect to one ordinary share. If you reside in the United States, then for every three ordinary shares for which your surrendered Eligible Option is exercisable, you will receive a New RSU with respect to one ordinary share. Fractional shares will be rounded to the nearest whole share. We will issue all New Options and New RSUs under the 2008 Plan. In addition, we will enter into a new option or RSU agreement with you.

Your New Options or New RSUs will vest in four equal installments of one-fourth on each of the four annual anniversaries following the new grant date, provided that you are still employed by the Company or one of its subsidiaries on the date of vesting. If the number of shares subject to your New Options or New RSUs is not divisible by four, then the remaining shares will be allocated to the fourth vesting date.

We will not be required to issue ordinary shares underlying the New RSUs to citizens or residents of the United Stated unless and until (a) such ordinary shares have been duly listed upon each stock exchange on which the ordinary shares are then registered, (b) a registration statement under the Securities Act of 1933, as amended, with respect to such ordinary shares then effective and (c) such issuance is not prohibited under applicable State or Federal securities laws, our securities trading policies and any other legal requirements. As a result of the foregoing, the Company may elect, and in fact expects, to issue ADSs to employees that are citizens or residents of the U.S. instead of ordinary shares upon vesting of the New RSUs.

You will receive grants of New Options or New RSUs only if you are actively employed by us on the date that this Exchange Offer expires and the New Options and New RSUs are granted. The New Options and New RSUs will be granted on the same date that this Exchange Offer expires. (See Section 5)

You may not receive New Options or New RSUs if the Company enters into a merger or similar transaction in which there is a change of control prior to the grant of the New Options and New RSUs. In such case, we may withdraw the offer, in which case your Eligible Options and your rights under them will remain intact and exercisable for the time period set forth in your stock option agreement.

You must elect to tender your Eligible Options on a grant-by-grant basis, with all or none of the options subject to each grant tendered. We are making this Exchange Offer upon the terms and subject to the conditions set forth in this Offer to Exchange. We will only consider exchanging Eligible Options that are properly tendered and not withdrawn in accordance with Section 3.

The term “expiration date” means 4:00 P.M., Eastern Daylight Time, on August 5, 2009, unless and until we extend the period of time during which this Exchange Offer will remain open. If we extend the period of time during which this Exchange Offer remains open, the term “expiration date” will refer to the latest time and date at which this Exchange Offer expires.

We will give notice if we decide to take any of the following actions:

modify what we will give you in exchange for your Eligible Options; or
increase or decrease the option exercise price that serves as the threshold for an option to be eligible to be exchanged in this Exchange Offer.

If this Exchange Offer is scheduled to expire within ten business days from the date we give notice of such an amendment, we will also extend this Exchange Offer for a period of ten business days after the date of such notice of an amendment.

A “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight Eastern Daylight Time.

2. PURPOSE OF THIS EXCHANGE OFFER.

We are making this Exchange Offer for compensatory purposes and to create a performance-oriented environment for our employees. Many of our outstanding Eligible Options, whether or not they are currently exercisable, have exercise prices that are higher than the current market price of our ordinary shares as reported on the Tel Aviv Stock Exchange, or the TASE, or our ADSs as reported on the NASDAQ Global Select Market. By making this Exchange Offer we intend to enhance shareholder value by creating better performance incentives for, and thus increasing retention of, our employees.

Except as otherwise described in these materials, we presently have no plans or proposals that relate to or would result in:

any extraordinary or significant transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;
any purchase, sale or transfer of a material amount of our assets or any subsidiary’s assets;
any material change in our present dividend policy or our indebtedness or our capitalization;
any change in our present board of directors or senior management, including any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;
any other material change in our corporate structure or business;
our ADSs not being authorized for listing on the NASDAQ Global Select Market;

our ADSs becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act;
the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act;
the acquisition by any person of any of our securities or the disposition by any person of any of our securities, other than in connection with our option plans; or
any change to our memorandum of association or articles of association, or any actions which would impede the acquisition of control of us.

In the ordinary course of business, from time to time, we evaluate acquisition or investment opportunities. At the present time, we are in active discussions regarding a number of opportunities. These transactions may be announced or completed in the ordinary course of business during the pendency of this offer, but there can be no assurance that an opportunity will be available to us or that we will choose to take advantage of an opportunity, and whether the consideration in such a transaction would include our ordinary shares.

Neither we nor our board of directors makes any recommendation as to whether or not you should exchange your Eligible Options, nor have we authorized anyone to make such recommendation. You are urged to evaluate carefully all of the information in this Exchange Offer and the related materials we have delivered to you and to consult your own legal, financial and tax advisors. You must make your own decision whether or not to exchange your Eligible Options.

3. PROCEDURES FOR SURRENDERING ELIGIBLE OPTIONS.

Proper Surrender of Options . If you reside in Israel, to exchange your Eligible Options on a grant-by-grant basis, properly complete the paper election form (provided by the Company) and deliver it, along with any other required documents, by fax to Tzur Tamir at +972-9-743-7488, by email at [email protected], or by hand delivery or by mail at 8 Hapnina Street, Ra’anana, Israel. If you reside in the United States, Hong Kong or the United Kingdom, to exchange your Eligible Options on a grant-by-grant basis, you can either submit an election form with respect to each grant, along with any other required documents,through the Exchange Offer website at http://www.tamirfishman.com or you may properly complete the paper election form and deliver it, along with any other required documents, to Tzur Tamir by fax at +972-9743-7488. Access to the Exchange Offer website requires a unique password, which employees will receive from their respective Human Resources representative. We must receive all of the required documents before 4:00 P.M., Eastern Daylight Time, on the expiration date. The expiration date is August 5, 2009, unless we extend the period of time during which this Exchange Offer will remain open. We currently have no intention of extending the deadline, and in any case we cannot extend the deadline for any one person or group of people. If we do extend this Exchange Offer beyond August 5, 2009, then you must deliver or submit, as applicable, a properly completed election form and other required documentation to participate in the Exchange Offer before the extended expiration date.

The method of delivery of all documents, including election forms and any notices of withdrawal, is at your election and risk. You should allow sufficient time to ensure timely delivery.

Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects . We will determine, in our sole discretion, all questions as to the number of shares subject to Eligible Options and the validity, form, eligibility, including time of receipt, and acceptance of any surrender of Eligible Options. Furthermore, subject to our compliance with Rule 13e-4 under the Exchange Act, we reserve the right to waive with respect to all option holders any of the conditions of this Exchange Offer or any defects or irregularities. We cannot make any such waiver for any one person or group of people. This is a one-time offer, and we will strictly enforce this Exchange Offer period, subject only to an extension that we may grant in our sole discretion.

Our Acceptance Constitutes an Agreement . By electing to exchange your Eligible Options under this Exchange Offer, you accept the terms and conditions of this Exchange Offer. Our acceptance for exchange of your surrendered Eligible Options through this Exchange Offer will constitute a binding agreement between us and you upon the terms and subject to the conditions of this Exchange Offer. The promise to grant New Option or New RSUs that we will give you promptly following the expiration of this Exchange Offer reflects this commitment. Subject to our right to extend, terminate and amend this Exchange Offer, we will accept for exchange all Eligible Options that you properly surrender to us prior to the expiration of this Exchange Offer and that you have not withdrawn.

4. CHANGE IN ELECTION.

You may change your election to exchange your Eligible Options only by following the procedures described in this section. You must elect to tender your Eligible Options on a grant-by-grant basis, with all or none of the options subject to each grant tendered. If you have tendered one or more grants of Eligible Options, you may change your election with respect to any or all such grants, but only by withdrawing all of your tendered options belonging to the same grant. If you reside in Israel, you may change your election and withdraw from participation in the offer by delivering a paper notice of withdrawal (provided by the Company) to Tzur Tamir by fax at +972-9-743-7488, by email at [email protected], by hand delivery or by mail at 8 Hapnina Street, Ra’anana, Israel. The notice of withdrawal must be clearly dated after your original election form and any subsequent new election forms. If you reside in the United States, Hong Kong or the United Kingdom, you may change your election and withdraw from participation in the Exchange Offer by submitting a notice of withdrawal through the Exchange Offer website at http://www.tamirfishman.com for each grant with respect to which you previously submitted an election form, or by delivering a paper notice of withdrawal to Tzur Tamir by fax at +972-9-743-7488.

You may not rescind any withdrawal, and your withdrawn Eligible Options will thereafter be deemed not properly tendered for purposes of this Exchange Offer, unless you properly re-tender those Eligible Options before the expiration date by following the procedures described above in Section 3.

You may submit your election or withdraw your tendered Eligible Options at any time before 4:00 P.M., Eastern Daylight Time, on August 5, 2009. If we extend this Exchange Offer beyond that time, you may submit your election or withdraw your tendered Eligible Options at any time until the extended expiration of this Exchange Offer.

Neither we nor any other person is obligated to inform you of any defects or irregularities in any election form or notice of withdrawal, and no one will be liable for failing to inform you of any defects or irregularities. We will determine, in our sole discretion, all questions as to the validity and form, including time of receipt, of election forms and notices of withdrawal.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND GRANT OF NEW OPTIONS AND NEW RSUs.

Subject to our rights to extend, terminate and amend this Exchange Offer, and upon the terms and subject to the conditions set forth in this Offer to Exchange, we will accept promptly after the expiration of this Exchange Offer all Eligible Options that you properly surrender to us prior to the expiration date that you have not validly withdrawn and we will give notice of our acceptance promptly after this Exchange Offer expires. All such Eligible Options that are accepted will be promptly cancelled.

We will not accept a partial tender of an eligible option grant. However, you may tender the remaining portion of an eligible option grant that you have partially exercised.

For purposes of this Exchange Offer, we will be deemed to have accepted for exchange Eligible Options that are validly tendered and not properly withdrawn when we give oral or written notice to the option holders of our acceptance for exchange of such Eligible Options, which may be made by company-wide mail or email, by issuance of a press release or by any other method of communication.

All New Options and New RSUs will be granted under the 2008 Plan. As promptly as practicable after the grant date, we will send you an option agreement or RSU agreement (in substantially the forms filed as exhibits to the Tender Offer Statement on Schedule TO), which will be effective from and as of the grant date. By tendering your options grants in this Exchange Offer you are agreeing to the terms of such option agreement. If you are an Israeli resident, you will be required, as a condition to participating in this Exchange Offer, to provide a declaration (included in the paper election form) confirming that you understand the expected Israeli Tax Ruling described in Section 13 under “Israeli income tax consequences”, will abide by it and will not request to change or replace it.

If, for any reason, you are not an active employee of the Company on the date the Exchange Offer expires, then you will not be entitled to participate in this Exchange Offer . For purposes of this Exchange Offer, we define an employee as being “active” if he or she has not given or received notice of termination of employment, even if employer-employee relations are still ongoing during a notice period or the like. Employees on a leave of absence or maternity leave will be entitled to participate in this Exchange Offer. This means that if you terminate your employment with or without good reason or we terminate your employment with or without cause, or your employment is otherwise terminated, prior to the expiration of this Exchange Offer, then you will not be entitled to participate in this Exchange Offer. You may not receive New Options or New RSUs if the Company enters into a merger or other similar transaction in which there is a change of control of the Company prior to the grant of the New Options and New RSUs. Participation in the offer does not confer upon you the right to remain in the employment or other service of the Company.

6. CONDITIONS OF THIS EXCHANGE OFFER.

We may terminate or amend this Exchange Offer, or postpone our acceptance and cancellation of any options surrendered to us, in each case, subject to Rule 13e-4(f)(5) promulgated under the Exchange Act, if (A) on or prior to the expiration date, we shall have not obtained the Israeli Tax Ruling described in Section 13 below, or (B) at any time prior to the expiration date, we determine that any of the following events has occurred and, in our reasonable judgment, it is inadvisable for us to proceed with this Exchange Offer:

(a) any action or proceeding by any government agency, authority or tribunal or any other person, domestic or foreign, is threatened (orally or in writing) or instituted or pending before any court, authority, agency or tribunal seeking to enjoin, make illegal or delay completion of this Exchange Offer, the acquisition of some or all of the surrendered options, the issuance of New Options or New RSUs, or otherwise relates to this Exchange Offer or that, in our reasonable judgment, could materially and adversely affect our business, condition, financial or other, income, operations or prospects or materially impair our ability to create better performance incentives for our employees through this Exchange Offer;
(b) any action is threatened (orally or in writing), pending or taken, or any approval is withheld, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or potentially would:
- (i) make it illegal for us to accept some or all of the surrendered Eligible Options or to issue some or all of the New Options or New RSUs or otherwise restrict or prohibit consummation of this Exchange Offer or otherwise relate to this Exchange Offer;
- (ii) delay or restrict our ability, or render us unable, to accept the surrendered Eligible Options for exchange or to issue New Options or New RSUs for some or all of the surrendered Eligible Options;
- (iii) materially impair our ability to create better performance incentives for our employees through this Exchange Offer; or
- (iv) materially and adversely affect our business, condition, financial or other, income, operations or prospects;

(c) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;
(d) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Israel, whether or not mandatory;
(e) any change, development, clarification or position taken in generally accepted accounting principles that could or would require us to record a compensation expense against our earnings in connection with this Exchange Offer for financial reporting purposes;
(f) the commencement of a war, armed hostilities or other international or national crisis involving or impacting the United States or Israel, which could reasonable be expected to affect materially or adversely, or to delay materially, the completion of this Exchange Offer;
(g) any significant and adverse change in the market price of our ordinary shares or ADSs or any change in the general political, market, economic or financial conditions in the United States, Israel or elsewhere that could, in our reasonable judgment, have a material and adverse effect on the business condition (financial or otherwise), operation or prospects of our company or our subsidiaries or on the trading in our ordinary shares, or makes it inadvisable to proceed with this Exchange Offer;
(h) in the case of any of the foregoing at the time of the commencement of the offer, a material acceleration or worsening thereof;
(i) another person publicly makes or proposes a tender or exchange offer for some or all of our ordinary shares, or an offer to merge with or acquire us, or we learn that:
- (i) any person, entity or “group”, within the meaning of Section 13(d)(3) of the Exchange Act, has acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our ordinary shares, or any new group is formed that beneficially owns more than 5% of our outstanding ordinary shares, other than any such person, entity or group that has filed a Schedule 13G with the SEC in respect of our ordinary shares;
- (ii) any such person, entity or group that has filed a Schedule 13D with the SEC on or before the date of this Exchange Offer has acquired or proposed to acquire beneficial ownership of an additional 2% or more of our outstanding ordinary shares; or
- (iii) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or a corresponding notice in a foreign jurisdiction or made a public announcement that it intends to acquire us or any of our assets or securities.

If any of the above events occur, we may:

(a) terminate the offer and all tendered Eligible Options will continue to remain outstanding, in accordance with their terms;
(b) complete and/or extend the offer and, subject to your withdrawal rights, retain all tendered Eligible Options until the extended offer expires;
(c) amend the terms of the offer; or
(d) waive any unsatisfied condition and, subject to any requirement to extend the period of time during which the offer is open, complete the offer.

The conditions to this Exchange Offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them (except to the extent the conditions are caused by our action or inaction) prior to the expiration date and we may waive them at any time and from time to time prior to the expiration date, whether or not we waive any other condition to this Exchange Offer. If a condition is triggered, we will notify option holders and shareholders as soon as practicable whether we have waived an offer condition. Our failure to exercise any of these rights is not a waiver of any of these rights, and the waiver of any of these rights with respect to particular facts and circumstances is not a waiver with respect to any other facts and circumstances.

7. PRICE RANGE OF ADSs AND ORDINARY SHARES.

The Eligible Options give eligible employees the right to acquire our ordinary shares. None of the Eligible Options are traded on any trading market.

Trading in our ADSs

Our American Depositary Shares, or ADSs, are listed on the NASDAQ Global Select Market under the symbol “NICE.” 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 as reported in published financial sources.

Quarter	High	Low
2007
First Quarter	$ 37.00	$ 29.81
Second Quarter	$ 40.10	$ 33.60
Third Quarter	$ 38.98	$ 29.52
Fourth Quarter	$ 40.95	$ 29.04
2008
First Quarter	$ 34.75	$ 24.90
Second Quarter	$ 35.87	$ 27.75
Third Quarter	$ 31.57	$ 24.65
Fourth Quarter	$ 27.45	$ 16.11
2009
First Quarter	$ 25.79	$ 18.04
Second Quarter (through June 22, 2009)	$ 27.18	$ 21.19

On June 22, 2009, the last completed trading day prior to the commencement of this Exchange Offer, the closing price of our ADSs on the NASDAQ Global Select Market was $21.84 per ADS.

Trading in our Ordinary Shares

Our ordinary shares have been listed on the TASE since 1991, and currently also trade on such market under the symbol “NICE”. 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.

Quarter	High	$	Low	$
	NIS		NIS
2007
First Quarter	NIS151.60	$ 36.24	NIS126.90	$ 29.94
Second Quarter	NIS162.00	$ 40.76	NIS141.60	$ 34.08
Third Quarter	NIS156.00	$ 38.03	NIS138.00	$ 32.15
Fourth Quarter	NIS162.30	$ 41.04	NIS117.50	$ 30.28
2008
First Quarter	NIS133.80	$ 34.69	NIS91.11	$ 26.98
Second Quarter	NIS119.40	$ 35.51	NIS98.36	$ 27.82
Third Quarter	NIS112.40	$ 32.02	NIS84.00	$ 23.86
Fourth Quarter	NIS95.50	$ 25.28	NIS63.00	$ 17.52
2009
First Quarter	NIS107.10	$ 25.85	NIS74.05	$ 18.03
Second Quarter (through June 22, 2009)	NIS112.40	$ 26.99	NIS86.25	$ 21.84

On June 22, 2009, the last completed trading day prior to the commencement of this Exchange Offer, the closing price of our ordinary shares on the TASE was NIS 88.06 (or approximately $22.27) per share.

The price of our ADSs and our ordinary shares has been, and in the future may be, highly volatile. The trading price of our ADSs and our ordinary shares has fluctuated widely in the past and is expected to continue to do so in the future, as a result of a number of factors, some of which are outside our control. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market prices of many companies, and that have often been unrelated or disproportionate to the operating performance of these companies.

We recommend that you obtain current market quotations for our ADSs and our ordinary shares before deciding whether to elect to surrender any of your Eligible Options.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS AND NEW RSUs.

Consideration . The exchange pursuant to this Exchange Offer will be made on a three-for-one basis. Accordingly, for every three ordinary shares for which an Eligible Option that is surrendered is exercisable, a New Option or New RSU will be issued that is exercisable for one ordinary share (fractional shares will be rounded to the nearest whole share), and will be subject to a new vesting schedule. The New Options and New RSUs will vest in four equal installments, each representing one-fourth of the New Options and New RSUs, provided that you are employed on the date of vesting, as follows:one-fourth of the New Options and New RSUs will vest and become exercisable on each of the four annual anniversaries following the new option grant date. If the number of shares subject to your New Options or New RSUs is not divisible by four, then the remaining shares will be allocated to the fourth vesting date. The New Options will have a per share exercise price, and New RSUs will have a per share purchase price, equal to NIS 1.00 (approximately $0.25). The New Options will expire six years from the grant date.

As of June 15, 2009, there were issued and outstanding options, restricted shares and restricted share units to purchase approximately 6,639,528 of our ordinary shares. Of these, Eligible Options held by eligible employees to purchase 1,734,422 ordinary shares have exercise prices greater than $30.00, which price is equal to 129% of the average closing price of our ADSs as reported on the NASDAQ Global Select Market for the 90 calendar days preceding June 15, 2009. Since this is a three-for-one exchange, if all Eligible Options are tendered in this Exchange Offer, we would grant New Options exercisable for 369,360 ordinary shares and New RSUs that may vest in an amount of approximately 208,765 ordinary shares, for an aggregate 578,125 ordinary shares.

Terms of New Options and New RSUs . We will issue the New Options and the New RSUs under the 2008 Plan. As promptly as practicable after the grant date, we will send you an option agreement or RSU agreement, as applicable. We will enter into a new option agreement or RSU agreement, as applicable, in substantially the forms filed as exhibits to the Tender Offer Statement on Schedule TO, with each option holder who elects to exchange his or her Eligible Options in this Exchange Offer. The terms and conditions of the New Options and New RSUs may vary in many respects from the terms and conditions of the Eligible Options surrendered for exchange since the Eligible Options were granted under the 2003 Plan or the Actimize Ltd. 2003 Omnibus Stock Option and Restricted Stock Incentive Plan. The issuance of New Options and New RSUs under this Exchange Offer will not create any contractual or other right of the recipients to receive any future grants of options or benefits in lieu of options.

The following is a summary of the 2008 Plan. This summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the 2008 Plan, a copy of which has been filed as Exhibit 4.8 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2008 filed with the SEC on April 6, 2009.

2008 Share Incentive Plan

Background; Purpose

The NICE-Systems Ltd. 2008 Share Incentive Plan, or the 2008 Plan, was originally adopted by our board of directors in June 2008 (and amended on February 2009) to provide incentives to employees, directors, consultants and/or contractors of the Company or any affiliate of the Company, by providing them with opportunities to purchase our ordinary shares. Awards under the 2008 Plan are issued to grantees, subject to applicable law in their respective country or countries of residence.

Administration

Our board of directors and compensation committee generally administer the 2008 Plan. The administrator has the power to determine when and to whom awards will be granted, including the type, amount, form of payment and other terms and conditions of each award, consistent with the provisions of the 2008 Plan. In addition, the administrator has the authority to determine the rules and provisions, as may be necessary or appropriate to permit eligible grantees to participate in the 2008 Plan and/or to receive preferential tax treatment in their country of residence and any other matter which is necessary for the administration of the 2008 Plan.

Types of Awards

The 2008 Plan permits the administrator to grant a variety of equity-based awards, including options to purchase ordinary shares, share appreciation rights, ordinary shares, restricted shares, restricted share units, other ordinary share units and/or other share-based awards.

Vesting Period; Transferability

Awards generally have a vesting period of four years and expire six years after the date of grant. Awards are non-transferable except by will or the laws of descent and distribution.

Number of Shares

The maximum number of ordinary shares that may be subject to awards granted under the 2008 Plan is an amount per calendar year equal to 3.5% of our issued and outstanding share capital as of the 31[st] of December of the preceding calendar year. For calendar year 2009, under the 2008 Plan, options and restricted share units to purchase 2,129,882 ordinary shares are authorized for issuance. As of June 15, 2009, there were issued and outstanding awards to purchase approximately 1,679,724 of our ordinary shares under the 2008 Plan.

Options

The exercise price per ordinary share subject to each option will be determined by the administrator in its sole and absolute discretion. Options will be exercisable pursuant to the vesting and other terms under which they were awarded and subject to the terms and conditions of the 2008 Plan. The exercise of the options and the sale of the underlying shares will be subject to any applicable law, including when applicable, the limitations in connection with the use of nonpublic information.

Restricted Share Units (RSUs)

An RSU is a right to receive an ordinary share, under certain terms and conditions, for a consideration of no more than the underlying ordinary share’s par value. Upon the lapse of the exercise conditions of an RSU, such RSU will automatically vest into one of our ordinary shares and the grantee will be required to pay to the Company its par value, which is NIS 1.00 approximately $0.25). The board of directors may determine the proper procedures for payment of such par value and taxes. For example, we may require that you sell a portion of the ordinary shares underlying the RSUs in a “sell-to-cover” transaction. Unless determined otherwise by the administrator, in the event of a cessation of service (as defined in the 2008 Plan), all unvested RSUs granted to such grantee will terminate immediately and have no legal effect.

Effect of Cessation of Service

Unless determined otherwise by the administrator, in the event of a cessation of service (as defined in the 2008 Plan), options shall be subject to the following treatment: if the cessation of service is (a) not by reason of death, all unvested options granted to such grantee will terminate immediately and have no legal effect, (b) by reason of disability, all vested options granted to such grantee will be exercisable for 12 months from the date of cessation, (c) by reason of death, all options granted to such grantee (both vested and unvested) will be exercisable for 12 months from the date of cessation, (d) for any other reason, other than cause (as defined in the 2008 Plan), all vested options granted to such grantee will be exercisable for three months from the date of cessation, and (e) for cause, all vested and unvested options granted to such grantee will terminate immediately and have no legal effect.

Unless determined otherwise by the administrator, in the event of a cessation of service, all RSUs that are not vested on the date of cessation of service shall terminate immediately and have no legal effect.

Acceleration of Vesting

The administrator has the authority to establish provisions providing for the acceleration of the vesting period of any award.

Effect of a Corporate Transaction

The 2008 Plan provides that in the event of a merger with or into another corporation, the sale of all or substantially all of our assets or the sale of 80% of our outstanding securities, each award granted under the 2008 Plan may: (i) be substituted for a successor entity award; (ii) be assumed by any successor entity; or (iii) be cashed out for a consideration equal to the difference between the price received by our shareholders in the corporate transaction and the exercise price, purchase price or par value, as the case may be, of such award.

Duration of the 2008 Plan

The 2008 Plan shall continue until terminated by our board of directors. All awards outstanding at the time of termination shall continue to have full force and effect in accordance with the provisions of the 2008 Plan and the documents evidencing such awards.

Re - pricing of Options .

Subject to applicable law, the administrator will have full authority, at any time and from time to time, to (i) grant to the holder of an outstanding option, in exchange for the surrender and cancellation of such option, a new option having an exercise price lower than provided in the option so surrendered and canceled and containing such other terms and conditions as the administrator may prescribe in accordance with the provisions of the 2008 Plan or (ii) decrease the exercise price of outstanding options.

Governing Law

The 2008 Plan is governed by, and interpreted in accordance with, the laws of the State of Israel.

Tax Consequences.

Our board of directors adopted an addendum to the 2008 Plan for awards granted to grantees who are residents of Israel. On June 16, 2008, our board of directors resolved to elect the capital gains route of Section 102 of the Israeli Tax Ordinance for the grant of awards to Israeli grantees, which is described below in Section 13. The U.S. addendum of the 2008 Plan provides only for nonqualified stock options for purposes of U.S. tax laws.

You should refer to Section 13 below for a discussion of the material income tax consequences of the exchange of Eligible Options and the grant of New Options and New RSUs pursuant to this Exchange Offer. We recommend that you consult with your own tax advisor to determine the specific tax consequences of this Exchange Offer to you. If you participate in the Exchange Offer and are an employee in Hong Kong or the United Kingdom, please refer to Section 13 for a description of the tax and/or social insurance consequences that may apply to you.

9. INFORMATION ABOUT THE COMPANY; SUMMARY FINANCIAL INFORMATION.

General . 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 +972-9-775-3151. Our agent for service in the United States is our subsidiary, Nice Systems Inc., 301 Route 17 North, 10[th] Floor, Rutherford, New Jersey 07070. Our ADSs, were 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”. Our ordinary shares have been listed on the TASE, since 1991.

We are a leading provider of solutions that capture, manage and analyze unstructured multimedia content and transactional data enabling companies and public organizations to comply with internal and governmental regulations, enhance business and operational performance, address security threats and behave in a proactive manner. Unstructured multimedia content includes phone calls to contact centers, trading floors, branches, home agents and back offices and emergency services and first responders, video captured by closed circuit cameras, radio communications between emergency services’ and first responders’ personnel, internet sessions, email and instant messaging and converged multimedia solutions for command and control centers. Our solutions include integrated, scalable, multimedia recording platforms, software applications and related professional services. These solutions address critical business processes and risk management, compliance procedures and security needs of companies and public organizations. Our solutions facilitate faster decision-making and near real-time action, improving business and employee performance, reducing exposure to operational risk such as fraud, compliance and anti-money laundering, and enhancing security and public safety. Our customers are from a variety of industries, such as financial services, telecommunications, healthcare, outsourcers, retail, service providers and utilities. Our security solutions are primarily focused on homeland security and first responder organizations, transportation organizations, and the public and private sectors. Our solutions are deployed at over 24,000 customers, including over 85 of the Fortune 100 companies.

For more information about us, please refer to our Annual Report on Form 20-F for the year ended December 31, 2008 and our other filings made with the SEC. We recommend that you review materials that we have filed with the SEC before making a decision on whether or not to tender your Eligible Options. We will also provide without charge to you, upon your written or oral request, a copy of any or all of the documents to which we have referred you. See “Additional Information” in Section 16 for more information regarding reports we file with the SEC, including filings that contain our consolidated financial statements, and how to obtain copies of or otherwise review such filings.

Additional information about our company is available on our website at www.nice.com. Information contained on the website is not incorporated by reference in, or made part of, this Exchange Offer or our other filings with or reports furnished to the SEC.

Financial Information. Set forth below is a selected summary of the Company’s financial information. This information is derived from and qualified by reference to our publicly available consolidated financial statements and should be read in conjunction with the financial statements, related notes and other financial information included in F-1 through F-57 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2008 filed with the SEC on April 6, 2009, which are incorporated herein by reference.

The selected consolidated statement of operations data for the years ended December 31, 2007 and 2008 and the selected consolidated balance sheet data as of December 31, 2007 and 2008 are derived from our audited consolidated financial statements that are included in our Annual Report on Form 20-F for the year ended December 31, 2008, which are incorporated herein by reference. The information as of March 31, 2009 and for the three months ended March 31, 2008 and 2009 is derived from our unaudited financial statements included in our Report of Foreign Private Issuer on Form 6-K filed with the SEC on May 7, 2009, which are incorporated herein by reference. Our historical results are not necessarily indicative of the results to be expected in any future period.

Summary Consolidated Statements of Income and Balance Sheets (amounts in thousands, except per share data):

	Fiscal Yea	r EndedDecember 31,2008	Three MonthsEndedMarch 31,2008	Three MonthsEndedMarch 31,2009
	December 31,2007
Consolidated Statements of Earnings:
Total revenue	$ 517,374	$ 624,162	$ 144,443	$ 139,160
Total Cost of revenue	$ 206,342	$ 238,746	$ 56,532	$ 56,107
Gross Profit	$ 311,032	$ 385,416	$ 87,911	$ 83,053
Total operating expenses	$ 278,198	$ 348,065	$ 82,285	$ 72,873
Operating income	$ 32,834	$ 37,351	$ 5,626	$ 10,180
Financial income and other, net	$ 14,800	$ 11,236	$ 3,667	$ 2,743
Income before taxes on income	$ 47,634	$ 48,587	$ 9,293	$ 12,923
Taxes on income	$ 10,254	$ 9,480	$ 1,361	$ 2,302
Net income	$ 37,380	$ 39,107	$ 7,932	$ 10,621
Basic earnings per share	$ 0.69	$ 0.65	$ 0.13	$ 0.17
Diluted earnings per share	$ 0.67	$ 0.64	$ 0.13	$ 0.17
Weighted average number of shares outstanding used to compute:
Basic earnings per share	53,921	60,088	59,508	60,905
Diluted earnings per share	55,926	61,268	60,976	61,564

	Fiscal Yea	r EndedDecember 31,2008	Three MonthsEndedMarch 31,2008	Three MonthsEndedMarch 31,2009
	December 31,2007
Consolidated Balance Sheet:
Cash and cash equivalents and short term investments	$ 239,941	$ 330,448	$ 226,520	$ 367,017
Total current assets	$ 382,760	$ 478,160	$ 368,363	$ 497,040
Total long-term assets	$ 809,574	$ 810,545	$ 865,461	$ 792,374
Total assets	$ 1,192,334	$ 1,288,705	$ 1,233,824	$ 1,289,414
Total current liabilities	$ 229,877	$ 260,649	$ 248,409	$ 253,976
Total long-term liabilities	$ 58,663	$ 57,234	$ 57,525	$ 53,885
Total liabilities	$ 288,540	$ 317,883	$ 305,934	$ 307,861
Total shareholders’ equity	$ 903,794	$ 970,822	$ 927,890	$ 981,553

Book Value Per Ordinary Share. Our book value per ordinary share as of March 31, 2009 (according to the accounting outstanding share capital) was $16.12.

Ratio of Earnings to Fixed Charges . As of June 15, 2009 the Company did not have any “fixed charges” as defined in Item 503(d) of Regulation S-K.

10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS.

Our directors, Chief Executive Officer and certain other executive officers are ineligible to participate in the Exchange Offer. As of June 15, 2009, there were issued and outstanding options to purchase 6,517,087 ordinary shares under our equity incentive and stock option plans, of which options to purchase 1,431,727 ordinary shares were held by our executive officers and directors (18 persons), which represents 21.97% of the ordinary shares subject to all outstanding options.

The following table sets forth the names of our directors and executive officers, and certain information, as of June 15, 2009, regarding their beneficial ownership of options that are eligible to participate in this Exchange Offer.

Name	Title	Number of EligibleOptions	Percentage of All EligibleOptions that may beExchanged
Ron Gutler	Chairman of the Board of Directors	–
Joseph Atsmon	Vice-Chairman of the Board of Directors	–
Rimon Ben-Shaoul	Director	–
Yoseph Dauber	Director	–
Dan Falk	Director	–
John Hughes	Director	–
Yocheved Dvir	Director	–
David Kostman	Director	–
Haim Shani	Chief Executive Officer	–
Eran Gorev	Chief Business Officer	–
Udi Ziv	President of the Enterprise Products Group and Chief Product Officer	–
Israel Livnat	Corporate Vice President & President, Security Group	–
David Sosna	Chief Executive Officer, Actimize Ltd.	–
Dafna Gruber	Corporate Vice President and Chief Financial Officer	–
Yechiam Cohen	Corporate Vice President, General Counsel and Corporate Secretary	20,000	1.25%
Eran Porat	Corporate Vice President, Finance	40,000	2.50%
Eran Liron	Corporate Vice President, Business Development	20,000	1.25%
Dan Yalon	Corporate Vice President, Strategy & Strategic Alliance	–

The address of each director and executive officer is: c/o NICE-Systems Ltd., 8 Hapnina Street, P.O. Box 690, Ra’anana 43107, Israel. The telephone number at that location is +972-9-775-3030.

Neither the Company or its subsidiaries nor, to the best of our knowledge, our executive officers, directors or affiliates, have effected transactions in Eligible Options during the 60 days prior to June 23, 2009.

Except as described in this Exchange Offer and in our Annual Report on Form 20-F for the year ended December 31, 2008, other than options and other awards granted from time to time to certain employees (including executive officers) and our directors under our equity incentive plans, and other than as described in the next two paragraphs, neither we nor, to our knowledge, any of our directors or executive officers, is a party to any agreement, arrangement or understanding with any other person with respect to any of our securities (including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations).

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 our 2008 Plan held by our active 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 reduced to $22.53 per share, which was the closing price of the Company’s 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 1,028,400.

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 the Company’s ADSs on the NASDAQ Global Select Market on June 15, 2009. The new options issued in this exchange will 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.

11. STATUS OF OPTIONS ACQUIRED BY US IN THIS EXCHANGE OFFER; ACCOUNTING CONSEQUENCES OF THIS EXCHANGE OFFER.

Eligible Options that we accept for exchange pursuant to this Exchange Offer will be cancelled promptly following the expiration of the offer.

Share - based Compensation. We account for share-based compensation in accordance with the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), “ Share - Based Payment,” or SFAS No. 123R, on accounting for share-based payments, which requires recognition of expense for equity awards based on their estimated fair value as of the date of grant. Under SFAS No. 123R, to the extent the fair value of each award granted to employees exceeds the fair value of the options surrendered, such excess is considered incremental compensation. This excess, in addition to any remaining unrecognized expense for the options surrendered in exchange, will be recognized by us as an expense for compensation. This expense will be recognized ratably over the vesting period of the options, or immediately for vested options, in accordance with the requirements of SFAS No. 123R. In the event that any of the New Options or New RSUs are forfeited prior to their settlement due to termination of employment, the expense for the forfeited options will be reversed and will not be recognized.

12. LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by this Exchange Offer, or of any approval or other action by any government or regulatory authority or agency that is required for the acquisition or ownership of the Eligible Options as described in this Exchange Offer, other than the Israeli Tax Ruling described in Section 13 below. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the exchange of Eligible Options surrendered to us. We cannot assure you that we would be able to obtain any required approval or take any other required action. Our obligations under this Exchange Offer to accept tendered Eligible Options and to issue the New Options and New RSUs is subject to conditions, including the conditions described in Section 6 of this Exchange Offer.

NICE has obtained an exemption from publishing a prospectus, from the Israeli Securities Authority, with respect to this Exchange Offer, pursuant to Section 15(d) of Israel’s Securities Law, 5728-1968.

13. MATERIAL INCOME TAX CONSEQUENCES.

The following is a general summary relating only to the likely material income tax consequences of the exchange of Eligible Options and the issuance of the New Options and New RSUs under this Exchange Offer as applicable to our employees in Israel, Hong Kong, the United States and the United Kingdom. You are advised to review the country specific disclosures below and to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation. The summary does not address all tax consequences associated with your ownership of any of our options in general. Furthermore, it does not discuss all of the tax consequences that may be relevant to you in your particular circumstances, but is merely intended to alert you to some of the potential tax consequences you may want to consider in making your decision. Please note that tax laws change frequently, and sometimes retroactively, and vary with your individual circumstances. We strongly recommend that you consult with a tax advisor to determine the specific tax considerations and tax consequences relevant to your participation in this Exchange Offer.

If you are a citizen or resident of a country other than the country in which you work, or are subject to the tax laws of more than one country, or change your residence or citizenship during the term of the options, the information contained in this document may not be applicable to you. ALL OPTION HOLDERS SHOULD CONSIDER OBTAINING PROFESSIONAL ADVICE REGARDING THE APPLICABILITY OF TAX LAWS.

U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of participating in the exchange of options pursuant to this Exchange Offer applicable to those employees who are subject to U.S. federal income tax. This discussion is based on the U.S. Internal Revenue Code, its legislative history, treasury regulations thereunder, and administrative and judicial interpretations as of the date of this offering circular, all of which are subject to change, possibly on a retroactive basis. The federal tax laws may change and the federal, state, and local tax consequences for each employee will depend upon that employee’s individual circumstances. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

Restricted Share Units

All eligible employees whose outstanding Eligible Options are exchanged for New RSUs under this Exchange Offer should not be required to recognize income for U.S. federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable event.

Under current law, you generally will not realize taxable income upon the grant of a restricted share unit. However, you will recognize ordinary income when the vesting conditions are met, including payment of the per share purchase price equal to the par value of our ordinary shares, or NIS 1.00 (approximately $0.25), and such taxable income will be subject to all applicable withholding taxes. The amount of ordinary income you recognize will equal the fair market value of the shares, less the amount, if any, you paid for the shares. At the time of vesting, we may require that you sell a portion of the ordinary shares underlying the restricted share units in a “sell-to-cover” transaction. In such case, you will be required to follow our instructions in facilitating any such transaction, including your entering into an automatic sales plan and other associated account opening forms and authorizations, with any broker or other third party designated by us. We may also utilize other methods to collect the tax and par value at our sole discretion. You will not be able to sell or transfer the ordinary shares received before tax withholding and par value payments are satisfied.

Any gain or loss you recognize upon the sale or exchange of shares that you acquire through a grant of New RSUs generally will be treated as capital gain or loss and will be long-term or short-term depending upon how long you hold the shares. Shares held more than one (1) year are subject to long-term capital gain or loss, while shares held one (1) year or less are subject to short-term capital gain or loss.

You should also note that if your New RSUs constitute “deferred compensation” within the meaning of Internal Revenue Code Section 409A and the regulations and guidance thereunder (“Section 409A”) and (1) the vesting of all or a portion of your New RSUs is accelerated in connection with your separation from service with us, and (2) you are a “specified employee” at that time, then the delivery of accelerated shares under your New RSUs award may need to be delayed by six (6) months in order to allow you to avoid the imposition of additional taxation under Section 409A.

Holders of Incentive Stock Options Who Choose Not to Participate

Eligible employees who hold Eligible Options that are incentive stock options should note that if, as expected, this Exchange Offer remains open for thirty (30) days or more, incentive stock options held by U.S. employees who do not participate in this exchange will be considered to have been modified as of the date this offer commenced. The date this Exchange Offer commences will be considered a new date of grant for purposes of determining whether the employee will receive favorable U.S. tax treatment with respect to the incentive stock options. As a result, in order to receive favorable tax treatment with respect to any such incentive stock option, you must not dispose of any shares acquired with respect to the incentive stock option until the passage of more than two (2) years from the date this Exchange Offer commenced (i.e., the date of the deemed modification) and more than one (1) year after the exercise of the option (even if you do not exchange your incentive stock options for RSUs). If these holding periods (and all other incentive stock option requirements) are met, the excess of the sale price of the shares issued upon the exercise of the option over the exercise price of such option will be treated as long-term capital gain. For more detailed information, please see the information below. For tax consequences relating to not exchanging Eligible Options that are classified for U.S. tax purposes as nonstatutory stock options, please see the information below.

We recommend that you consult your own tax advisor with respect to the federal, state, and local tax consequences and any non-U.S. tax consequences of participating in this Exchange Offer.

In addition, if you are a resident of more than one country, you should be aware that there might be tax and social insurance consequences for more than one country that may apply to you. We strongly recommend that you consult with your own advisors to discuss the consequences to you of this transaction.

Stock Options

If you participate in this offer, your Eligible Options will be exchanged for New RSUs. So that you are able to compare the tax consequences of the New RSUs to that of your Eligible Options, we have included the following summary as a reminder of the tax consequences generally applicable to options under U.S. federal tax law.

Nonstatutory Stock Options

Under current law, an option holder generally will not realize taxable income upon the grant of a nonstatutory stock option. However, when an option holder exercises the nonstatutory stock option, the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will be compensation income taxable to the option holder, and such taxable income will be subject to all applicable withholding taxes. At such time, we may require that you sell a portion of the ordinary shares underlying the New RSUs in a “sell-to-cover” transaction. In such case, you will be required to follow our instructions in facilitating any such transaction, including your entering into an automatic sales plan and other associated account opening forms and authorizations, with any broker or other third party designated by us. We may also utilize other methods to collect the tax and par value at our sole discretion.

We generally will be entitled to a deduction equal to the amount of compensation income taxable to the option holder if we comply with eligible reporting requirements.

Upon disposition of the ordinary shares, any gain or loss is treated as capital gain or loss.

Incentive Stock Options

Under current U.S. tax law, an option holder will not realize taxable income upon the grant of an incentive stock option. In addition, an option holder generally will not realize taxable income upon the exercise of an incentive stock option. However, an option holder’s alternative minimum taxable income will be increased by the amount that the aggregate fair market value of the shares underlying the option, which is generally determined as of the date of exercise, exceeds the aggregate exercise price of the option. Except in the case of an option holder’s death or disability, if an option is exercised more than three (3) months after the option holder’s termination of employment, the option ceases to be treated as an incentive stock option and is subject to taxation under the rules that apply to nonstatutory stock options.

If an option holder sells the ordinary shares acquired upon exercise of an incentive stock option, the tax consequences of the disposition will depend upon whether the disposition is qualifying or not qualifying. The disposition of the option shares is qualifying if it is made:

more than two (2) years after the date the incentive stock option was granted; and
more than one (1) year after the date the incentive stock option was exercised.

If the disposition of the option shares is qualifying, any excess of the sale price of the ordinary shares acquired upon exercise of the option over the exercise price of the option will be treated as long-term capital gain taxable to the option holder at the time of the sale. Any such capital gain will be taxed at the long-term capital gain rate in effect at the time of sale.

If the disposition is not qualifying, which we refer to as a “disqualifying disposition,” the excess of the fair market value of the ordinary shares acquired on the date the option was exercised (or, if less, the amount realized on the disposition of the shares) over the exercise price will be taxable income to the option holder at the time of the disposition. Of that income, the amount up to the excess of the fair market value of the shares at the time the option was exercised over the exercise price will be ordinary income for income tax purposes and the balance, if any, will be long-term or short-term capital gain, depending upon whether or not the shares were sold more than one (1) year after the option was exercised.

Unless an option holder engages in a disqualifying disposition, we will not be entitled to a deduction with respect to an incentive stock option. If an option holder engages in a disqualifying disposition, we generally will be entitled to a deduction equal to the amount of compensation income taxable to the option holder.

Israeli Income Tax Consequences

The following is a brief summary of the material Israeli income tax consequences of participating in this Exchange Offer for employees who may be subject to income tax in Israel. This discussion is based on the provisions of the Israeli Income Tax Ordinance [New Version], 5721-1961, or the Israeli Tax Ordinance, as amended, and the regulations promulgated thereunder. The statements in the following paragraphs concerning the principal Israeli income tax consequences of the exchange offer are subject to change at any time, possible on a retroactive basis.

When an employee who is an Israeli resident (or who may be subject to Israeli tax law) exchanges vested Eligible Options for New Options, the Israeli Tax Authority, or the ITA, may claim this exchange creates for the employee a taxable transaction (due to the sale of granted rights). The Company has applied for a ruling from the ITA, referred to in this document as the “Israeli Tax Ruling,” which is expected to determine that the option exchange will generally not be treated as a taxable event and that no tax will be payable at the time of exchange. The Israeli Tax Ruling is expected to determine that with respect to Eligible Options that are subject to the provisions of the capital gains route of Section 102 of the Israeli Tax Ordinance, or Section 102, such Eligible Options will be viewed for tax purposes as re-granted as of the date of exchange (through New Options). The tax consequences of such determination are generally as follows:

The minimum trust period determined under the tax route of Section 102 applicable to your Eligible Options will recommence for the New Options from the date of exchange. For example, if the applicable minimum trust period under Section 102 is two years, in order to be eligible for the tax treatment under the capital gains route of Section 102, the shares underlying the New Options cannot be sold until the lapse of two years from the effective date of exchange.

The 25% tax rate provided under the capital gains route of Section 102 will not apply to the portion of any gain from a New Option equal to the difference between (a) the average closing price of one of the Company’s ADSs on the Nasdaq Stock Market during 30 trading days prior to the date of exchange, and (b) the exercise price of such New Option, referred to below as the Ordinary Income Portion. The Ordinary Income Portion of the gain will be subject to tax at the time of sale of the shares underlying the New Option at your applicable marginal tax rate plus social security and national health insurance payments as provided by applicable law.
You (as well as the Company and the trustee for the Section 102 options) will be required to provide the ITA a declaration confirming that you understand the Israeli Tax Ruling and will act in accordance with its provisions and will not request its amendment or replacement with another tax arrangement.

The Company has elected to grant the New Options to Israeli residents (or who may be subject to Israeli tax law) under the capital gains route of Section 102. Therefore, the New Options and shares received pursuant to the exercise of the New Options should be held in trust with a trustee for a period of at least two years following the date the New Options are granted to the employee and deposited with a trustee approved for such purpose by the ITA.

Upon the sale of shares received following the exercise of a New Option or upon release from the trust, whichever is earlier, the employee will realize a capital gain in an amount generally equal to the difference between (i) the fair market value of the share purchased upon such exercise, on the date such share was sold or released from the trust, as the case may be, and (ii) the exercise price per share under the New Option. Capital gains realized will be taxed at a rate of 25%.[1] Capital gain derived from the sale of shares is not liable for any social security payments.

In cases where the exercise price per share of a New Option is lower than the average closing price per share of our ADSs on the Nasdaq Stock Market during the 30 trading days prior to the date of grant, referred to as the “fair market value”, the excess of the fair market value of an ADS over the exercise price, referred to below as the Ordinary Income Portion, will be considered ordinary income.

Upon the sale of shares received following the exercise of a New Option or upon release from the trust, whichever is earlier, the taxable gain shall be taxed in two parts: (1) the Ordinary Income Portion will be taxable as ordinary income and will be liable for social security payments (including national health insurance). Income tax rates will be determined in accordance with the employee’s marginal tax rate (up to 46% in 2009). (2) The difference between (i) the fair market value of an ordinary share on the date such share was sold or released from the trust, as the case may be, and (ii) the exercise price per share of the New Option (plus the Ordinary Income Portion) shall be taxable as capital gain at a rate of 25%, provided that the Ordinary Income Portion is not higher than the excess of the fair market value of the underlying share upon date of sale and the exercise price per share of the New Options plus any selling related expenses incurred by the employee. Capital gain derived from the sale of shares is not liable for any social security payments. To the extent the shares received following the exercise of a New Option are sold during the two year period during which the New Options should be held in trust, the taxable gain will be considered as ordinary income and will be liable for social security payments for both the employer and the employee. Income tax rates will be determined in accordance with the eligible participant’s marginal tax rate (up to 46% in 2009).

1 The above tax description is a general summary only and does not refer to expenses involved with the exercise of New Options and sale of shares or changes in the Israeli Consumer Price Index or currency exchange rates, which may impact the final tax calculation.

The above discussion is based on the current applicable provisions of the Israeli Tax Ordinance, as amended. We recommend that you consult your own tax advisor with respect to the tax consequences of participating in this Exchange Offer.

Hong Kong Income Tax Consequences

The following is a brief summary of the material tax consequences of participating in this Exchange Offer for employees who are subject to income tax in Hong Kong. This discussion is based on the laws in effect in Hong Kong as of June 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the New Options are granted, you exercise the New Options or you sell ordinary shares acquired upon exercise of New Options.

Option Exchange

You are not likely to be subject to tax in Hong Kong as a result of the exchange of Eligible Options for the New Options.

Grant of New Options

You will not be subject to tax in Hong Kong when the New Options are granted to you.

Exercise of New Options

Sale of Ordinary Shares

When you sell the ordinary shares acquired upon exercise of New Options, you will not be subject to tax in Hong Kong on any capital gains.

Withholding and Reporting

Your employer is not required to withhold tax due when you exercise or sell the New Options unless you have left or will be leaving Hong Kong, in which case your employer is required to withhold money payable to you until you have obtained tax clearance from the Inland Revenue Department. Your employer is required to report to the Inland Revenue Department, as part of your relevant income for the year of assessment to tax in which the exercise takes place, the excess value between the market value and the price you pay for your ordinary shares. It is your responsibility to report on your annual tax return and pay any salaries taxes resulting from the exercise of the New Options.

United Kingdom Income Tax Consequences

The following is a brief summary of the material tax consequences of participating in this Exchange Offer for employees who are subject to income tax in the United Kingdom. This discussion is based on the laws in effect in the United Kingdom as of June 2009. This discussion is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this discussion may be out of date at the time the New Options are granted, you exercise the New Options or you sell ordinary shares acquired upon exercise of New Options.

Option Exchange

You will not be subject to tax in the United Kingdom as a result of the exchange of Eligible Options for the New Options.

Grant of New Options

You will not be subject to tax in the United Kingdom when the New Options are granted to you.

Exercise of New Options

You will also be liable for paying the employer’s portions of NICs on the Exercise Market Value when you exercise the New Options.

Your employer will calculate the income tax and NICs due by way of withholding on exercise of the New Options and account for these amounts to HM Revenue and Customs (“HMRC”) on your behalf. If, for any reason, your employer is unable to withhold the applicable income tax and NICs under the Pay As You Earn (“PAYE”) system or by any other method permitted in the 2008 Plan, you must reimburse your employer for the tax paid within 90 days of the date of exercise of the New Options. If you fail to pay this amount to the employer within that time limit, the amount of any uncollected tax due from you will constitute a loan owed by you to your employer bearing interest at the then-current HMRC official rate.

Sale of Ordinary Shares

When you sell the ordinary shares acquired upon exercise of New Options, you will be subject to capital gains tax on any amount by which the sale proceeds exceed the Exercise Market Value. Any capital gain is currently subject to tax at a flat rate of 18%. Capital gains tax is only payable on gains from all sources in any tax year to the extent that those gains exceed your annual personal exemption (currently £10,100). Furthermore, if you acquire other shares of NICE, you must take into account the share identification rules in calculating your capital gains liability.

Withholding and Reporting

Your employer is required to withhold income tax and NICs when you exercise or sell your New Options, as described above. On your employer’s annual tax and share plan returns, your employer is also required to report to HMRC the details of this Exchange Offer, the grant of the New Options, the exercise of the New Options, other related income and any tax withheld. You are also responsible for reporting the exercise of the New Options and for reporting and paying any tax resulting from the sale of shares.

14. EXTENSION OF THIS EXCHANGE OFFER; TERMINATION; AMENDMENT.

We may at any time and from time to time, extend the period of time during which this Exchange Offer is open by giving you notice of the extension and making a public announcement of the extension.

Prior to the expiration date, we may postpone accepting and canceling any Eligible Options if any of the conditions specified in Section 6 occur. In order to postpone, we will give notice of the postponement. Our right to delay accepting and canceling Eligible Options is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the surrendered options promptly after we terminate or withdraw this Exchange Offer.

We may amend this Exchange Offer at any time by giving notice of the amendment. If we extend the length of time during which this Exchange Offer is open, the amendment must be issued no later than 9:00 a.m., Eastern Daylight Time, on the next business day after the last previously scheduled or announced expiration date. Any announcement relating to this Exchange Offer will be made promptly in a manner reasonably designed to inform option holders of the change.

If we materially change the terms of this Exchange Offer or the information about this Exchange Offer, or if we waive a material condition of this Exchange Offer, we will promptly notify you of the change. If this Exchange Offer is scheduled to expire within ten business days from the date we give notice of an increase or decrease of what we will give you in exchange for your Eligible Options or in the option exercise price that serves as the threshold for options eligible to be exchanged in this Exchange Offer, we will also extend this Exchange Offer for a period of ten business days after the date the notice is published.

15. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer or other person for asking option holders whether they would like to elect to surrender their Eligible Options under this Exchange Offer.

16. ADDITIONAL INFORMATION.

This Exchange Offer is a part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This Exchange Offer does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with the SEC before making a decision on whether to surrender your Eligible Options:

(a) our Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on April 6, 2009;
(b) the financial statements included in our Report of Foreign Private Issuer on Form 6-K filed with the SEC on May 7, 2009; and
(c) the description of our ordinary shares and our ADS contained in our Registration Statement on Form F-3 (Registration no. 333-146149), filed with the SEC on September 18, 2007, including any amendments or reports we have filed or will file for the purpose of updating that description.

These filings, our other annual reports, reports of foreign private issuer on Form 6-K, and our other SEC filings may be examined, and copies may be obtained, at the SEC public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public on the SEC’s Internet site at http://www.sec.gov and on our website at www.nice.com. The file number for our SEC filings under the Exchange Act is 0-27466.

In addition, these materials may be read at our offices located at 8 Hapnina Street, P.O. Box 690, Ra’anana 43107, Israel.

We will also provide without charge to each person to whom we deliver a copy of these materials, upon their written or oral request, a copy of any or all of the documents to which we have referred you, other than exhibits to these documents (unless the exhibits are specifically incorporated by reference into the documents). Requests should be directed to:

NICE-Systems Ltd.

8 Hapnina Street P.O. Box 690 Ra’anana 43107, Israel Attn: Yechiam Cohen, General Counsel Fax: +972-9-743-7488 Email: [email protected]

or by telephoning Yechiam Cohen at +972-9-775-3151 between the hours of 9:00 A.M. and 4:00 P.M., Israel time.

As you read the documents listed in this Section, you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents, or between a document and this Exchange Offer, you should rely on the statements made in the most recently dated document.

The information contained in this Exchange Offer should be read together with the information contained in the documents to which we have referred you.

17. MISCELLANEOUS.

If at any time, we become aware of any jurisdiction where the making of this Exchange Offer violates the law, we will make a good faith effort to comply with the law. If, we cannot comply with the law, this Exchange Offer will not be made to, nor will exchanges be accepted from or on behalf of, the option holders residing in that jurisdiction.

Exhibit (a)(1)(B)

Dear NICE Managers,

I am pleased to update you that last week the NICE Board of Directors accepted management’s recommendations and approved a stock option exchange program and an option price adjustment plan. The plans are designed to allow executives and key employees to benefit from NICE’s growth and success over time.

NICE is a strong company and I am very excited and confident about our long term future. I strongly believe that in order for NICE to emerge from this economic downturn in an even stronger position, we must not only continue to invest in technology, products, partners and customers, but also in our executives and key employees, and enable them to share the long term success of the company.

I believe that these plans are the right tool to express the great appreciation to your contribution to the company’s success by NICE’s management and Board of Directors.

Highlights of the plans:

Offer employees in the USA, Israel, UK and HK to exchange their stock options with an exercise price greater than $30.00 per share, most of which bear an exercise price greater than $34 (excluding the Sept. 2, 2008 grant) for Restricted Stock Units/Options at par value (depending on the jurisdiction) in a three-to-one exchange ratio under a new vesting schedule of 4 years (25% each year), pursuant to, and under the terms of a Tender Offer filed today with the SEC.
Reduction in exercise price of all stock options granted on September 2, 2008 by 25% (from $30.25 to $22.53) for employees in the USA, Israel, UK and HK.
Grant active employees from countries other than the USA, Israel, UK and /or HK with an additional stock option grant (at an exercise price of $22.53) equal to 75% of their current number of outstanding options bearing an exercise price higher than $30.
Members of the Board of Directors and CEO are excluded from these plans.

Formal communication regarding these actions as well as certain technical details will be provided to you by the Human Resources Department within the next few days.

I would like to thank you for your continued dedication. I am proud to be part of our winning team.

Best Regards,

Haim Shani Chief Executive Officer NICE Systems Ltd

Exhibit (a)(1)(C)

Dear Employee,

I am pleased to update you that NICE Management and the Board of Directors decided to take significant steps enabling you to continue and be part of NICE’s continued success.

NICE’s products and solutions have tremendous added value to our customers especially in this economic climate. This is due to your dedication and willingness to go the extra mile to achieve our company goals in the most successful way. We know that it is not trivial for a growing company to maintain the same level of employee engagement. I am well aware of your devotion and the amount of effort you invest even in such difficult times.

Employees are the main drivers for NICE’s success. Even more during these uncertain times, we consider it our obligation to invest in you and ensure that you will be part of the company’s growth and achievements. We believe that long-term mutual dedication is essential. I am excited to present you with an additional incentive as detailed below.

What does it mean for you?

The Offer to Exchange presents a unique, one-time offer to exchange your stock options bearing an exercise price greater than $30.00 per share (granted prior to September 2, 2008) for restricted share units or new options at par value (depending on the jurisdiction), in a three-to-one exchange ratio, under a new vesting schedule of 4 years (25% each year), pursuant to the attached letter to eligible option holders and Offer to Exchange filed with the United States Securities and Exchange Commission today.

It is important to note that the offer will only be available until August 5, 2009, 4:00pm EDT (i.e., New York, USA time) (unless the offer is extended), and that you will need to make an active election for each grant using an election form. This can be done either through Tamir Fishman’s website or fax to Tzur Tamir at +972-9-743-7488 for nonIsraeli participants, or by any of the following methods if you are an Israeli participant: by hand delivery to your HR; by fax to Tzur Tamir at +972-9-743-7488, by email at [email protected], or by mail to Tzur Tamir at 8 Hapnina Street, Ra’anana, Israel.

For your convenience, we launched an informative team site , which includes a detailed explanation of the offer and the election process and I strongly encourage you to read it carefully and follow its instructions.

We are delighted to have this opportunity to provide you with additional incentives. We look forward to many years of prosperity and growth for you and the company.

Should you have any questions about the Offer, please contact your regional Human Resources representative or Tzur Tamir, Global Compensation and Benefits Director.

Best Regards,

Shuli Sharabani Ishai Corporate VP, Human Resources

Exhibit (a)(1)(D)

FORM OF LETTER TO ELIGIBLE OPTION HOLDERS

The following is the text of a memorandum that the registrant intends to deliver on or about June 23, 2009 (the commencement of the exchange offer) to employees entitled to participate in the exchange offer.

NICE-SYSTEMS LTD.

Memorandum

Date: June 23, 2009 To: Eligible Option Holders From: Vice President Corporate Human Relations SUBJECT: OPTIONS TO ACQUIRE NICE'S ORDINARY SHARES

The downturn in the stock market and the resulting underwater position of many NICE option grants has lessened the incentive and reward potential of our option grant program. Our Board of Directors has approved a course of action that it believes will restore the incentive value of our option grant program.

We are offering to certain holders of NICE’s options the opportunity to exchange, on a grant-by-grant basis, outstanding options to purchase our ordinary shares, which were granted before September 1, 2008 under the NICE 2003 Share Incentive Plan or the Actimize Omnibus Stock Option and Restricted Stock Incentive Plan (the “Plans”), and have an exercise price greater than $30.00 per share for (i) new options (the “New Option”), for eligible employees who reside in Israel, Hong Kong or the United Kingdom, or (ii) new restricted share units (the “New RSUs”), for eligible employees who reside in the United States.

The following guidelines will apply to the exchange offer:

Eligibility : All active employees of NICE and its subsidiaries, residing in Israel, Hong Kong, the United States and the United Kingdom on the date of the commencement and expiration of the exchange offer, other than (i) our directors, Chief Executive Officer and certain other executive officers, and (ii) employees who received one or more option grants from us while residing in the United States but who on the date of commencement or expiration of the exchange offer, reside in Israel, who were granted options before September 1, 2008 at an exercise price greater than $30.00 per share, may participate in the program. Further, you must also be employed by us on the date the exchange offer expires, and you must not have given or received notice of termination of your employment.

Exchange Terms : You will receive a New Option to purchase one ordinary share or a New RSU to be vested into one ordinary share, for every three ordinary shares that were issuable upon exercise of the eligible option you surrender. We expect to grant the New Options and New RSUs on August 5, 2009, the date that the exchange offer expires. If the expiration date of the offer is extended, the grant date of the New Options and New RSUs will be similarly extended. The exercise price of the New Options and the vesting price of the New RSUs will be equal to the par value of our ordinary shares of NIS 1.00 (approximately $0.25). The exchange offer is conditioned upon the receipt of an Israeli tax ruling in connection with the exchange offer.

Vesting; Expiration : The New Options and New RSUs will vest as follows: one fourth will vest and become exercisable on each of the first, second, third and fourth anniversaries following the grant date. The New Options will expire six years following the grant date.

Duration of the Exchange Offer : The exchange offer expires at 5:00 p.m., Eastern Daylight Time, on August 5, 2009, unless extended.

You must complete and submit the exchange offer election form, in accordance with the Offer to Exchange, dated as of June 23, 2009 by the expiration date in order to be eligible to exchange your eligible options. If you do not complete and submit the election form, your eligible options will remain in effect at their current terms and no replacement New Options or New RSUs will be issued to you. The exchange offer provides you with a one-time opportunity to surrender your current eligible options for the New Options or New RSUs. In making your decision, you should consider your own personal circumstances and the risk/reward potential of the exchange, including the vesting schedule of your current options as compared to the vesting schedule of the New Options or New RSUs. You should also consider the exercise price of your current eligible options, the market price of NICE’s ordinary shares and the tax consequences of participating in the exchange.

The exchange offer is subject to the terms and conditions of the Offer to Exchange. The Offer to Exchange contains the legal and regulatory details of the exchange offer. Included in the Offer to Exchange is a summary term sheet in the format of Questions and Answers to help you through the decision making process.

Our goal is to build the best team in the business, made up of talented and motivated employees. We believe that the exchange offer helps to restore the incentive value of NICE’s option program.

Exhibit (a)(1)(E)

NICE-SYSTEMS LTD. PAPER ELECTION FORM

A list of all of your options appears in the report available in your personal account with Tamir Fishman available at (http://www.tamirfishman.com). The list includes, to the extent applicable to you (a) those options granted before September 1, 2008 that have an exercise price greater than $30.00 per share (the “Eligible Options”), and (b) all other options, if applicable (which options are not eligible for exchange). You will receive your password from your Human Resources representative.

To validly surrender Eligible Options for exchange, you must complete this Election Form according to the instructions on page 3 of this Election Form and return it to Tzur Tamir by fax at 09-743-7488, by email at [email protected], by hand delivery or by mail at 8 Hapnina Street, Ra’anana, Israel. The deadline for receipt of this Election Form is no later than 4:00 P.M., Eastern Daylight Time, on August 5, 2009.

I wish to surrender for exchange all of my Eligible Options
I wish to surrender for exchange only my Eligible Options listed below:

Grant Number Grant Date Eligible Options Option Price

I understand that my election is subject to the terms and conditions of the Offer to Exchange, dated June 23, 2009 (the “Offer to Exchange”). I understand that if NICESystems Ltd. accepts my surrendered Eligible Options on the expiration date of the offer, then all of my surrendered Eligible Options will be deemed automatically surrendered by me. I understand that if my offer is accepted I will (1) have no right, title or interest to my surrendered Eligible Option(s), and any certificates, agreement or other documentation evidencing such option grant(s) shall be void and of no further effect, and (2) receive, if I reside in Israel, Hong Kong or the United Kingdom, a new option to purchase one ordinary share for every three ordinary shares issuable upon the exercise of three surrendered options, or, if I reside in the United States, a restricted share unit to purchase one ordinary share for every three ordinary shares issuable upon the exercise of three surrendered options, subject to the terms and conditions of and as more fully explained in the Offer to Exchange and this Election Form. In addition, I am making the representations and acknowledgements to NICE-Systems Ltd. that are set forth on page 2 of this Election Form.

Date: , 2009

Signature

Name (please print)

I.D. or Social Security Number

Telephone Number During Working Hours

Neither the contents of this Election Form nor the Offer to Exchange have been reviewed by any regulatory authority. You are advised to exercise caution in relation to this Election Form and the Offer to Exchange. If you are in any doubt about any of the content of this Election Form or the Offer to Exchange, you should obtain independent professional advice.

To: NICE-Systems Ltd.

Pursuant to the Offer to Exchange, I hereby tender all or some of my Eligible Options, as specified above. In addition to the representations and acknowledgements by me on this Election Form, I hereby represent and acknowledge the following to NICE-Systems Ltd. (the “Company”):

The Eligible Options tendered by me are tendered subject to the terms and conditions of the offer as set forth in the Offer to Exchange, a copy of which I acknowledge having received and read.

I have full power and authority to tender my Eligible Options indicated in my personal report appearing on the Tamir Fishman website.
The Company’s acceptance for exchange of options tendered pursuant to the offer will constitute a binding agreement between the Company and me, upon the terms and subject to the conditions of the Offer to Exchange.
If my tendered Eligible Options are accepted for exchange, I acknowledge that I will have no right, title or interest to such tendered Eligible Option(s) and any certificates, agreement or other documentation evidencing such option grant(s) shall be void and of no further effect.
If my tendered Eligible Options are accepted for exchange, I acknowledge that the new option(s) (the “New Options”) I receive or the new restricted share units (the “New RSUs”) I receive:
- will constitute a right to purchase one ordinary share for every three ordinary shares issuable upon the exercise of the surrendered options;
- will be granted on the date that this offer expires and my tendered options are accepted for exchange and canceled by the Company. If the expiration date of the offer is extended, the New Option or New RSU grant date will be similarly extended;
- will vest in accordance with a new vesting schedule as set forth in the Offer to Exchange;
- will be subject to the terms and conditions of the Company’s 2008 Share Incentive Plan and a new option agreement or RSU agreement between the Company and me that will be forwarded to me after the grant of the New Options or New RSUs; and
- for employees that are residents of Israel, the New Option will be granted under Section 102 (as amended) of the Israeli Income Tax Ordinance [New Version], 5721-1961, or the Israeli Tax Ordinance.
For employees that are residents of Israel: I have been informed that the Company has applied for a tax ruling from the Israeli Tax Authority in connection with the Offer to Exchange (the “Tax Ruling”), and have been provided with the expected tax consequences of such Tax Ruling, and have had the opportunity to confer with my tax and economic advisors, and hereby declare and confirm that I understand the expected tax consequences of such Tax Ruling, will act in accordance with its provisions and will not request its amendment or replacement with another tax arrangement.
I also acknowledge that I must be an “active” employee (as defined in the Offer to Exchange) of the Company from the date when I tender options through and on the date when the New Options or New RSUs are granted in order to receive New Options or New RSUs. I further acknowledge that if I do not remain such an employee, I will not receive any New Options or New RSUs or any other consideration for the options that I tender. If I terminate my employment with or without a good reason or am terminated with or without cause or my employment is otherwise terminated, before the date when the New Options or New RSUs are granted, then I will not receive New Options or New RSUs in the offer.
I also acknowledge that I must reside on the commencement and expiration date of this offer in Israel, Hong Kong, the United States or the United Kingdom, to receive New Options or NewRSUs.
I also acknowledge that I may not receive New Options or New RSUs if the Company enters into a merger or similar transaction in which there is a change of control of the Company prior to the grant of the New Options or New RSUs.
I recognize that as set forth in Section 6 of the Offer to Exchange, the Company may terminate or amend the offer and postpone its acceptance and cancellation of any and all options tendered for exchange.

I understand that the Company has advised me to consult with my tax and financial advisors before deciding whether or not to participate in this exchange offer with respect to the tax consequences of exchanging my Eligible Options.
I understand that my participation in the offer is completely voluntary.
I understand that participation in the offer does not confer upon me the right to remain employed by the Company.

INSTRUCTIONS

FORMING A PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Delivery of Election Form. A properly completed and duly executed Election Form (or an electronic copy or facsimile thereof) must be received by the Company at the address forth on page 1 of this Election Form on or before the expiration date of the offer.

The method by which you deliver any required documents (including this Election Form) is at your election and risk, and the delivery will be deemed made only when actually received by the Company. If you elect to deliver your documents by mail, the Company recommends that you use registered mail with return receipt requested. In all cases, you should allow sufficient time to ensure timely delivery.

You may elect to tender either all of your eligible options or some of them (on a grant-by-grant basis), with all or none of the options subject to each grant tendered, by checking the applicable election box. If you chose to elect to tender only a particular grant or grants of eligible options, then you must list them on the Election Form. An election to surrender options for exchange pursuant to this offer may be withdrawn at any time prior to August 5, 2009. If the offer is extended by the Company beyond that time, you may withdraw your election at any time until the extended expiration of the offer. To withdraw all options surrendered for exchange, you must deliver a properly completed Notice of Withdrawal, or an electronic copy or facsimile thereof, to the Company prior to the expiration date of this offer. Withdrawals may not be rescinded and any options withdrawn will thereafter be deemed not properly surrendered for exchange for purposes of the offer, unless such withdrawn options are properly re-surrendered prior to the expiration date of the offer by submitting a new Election Form in accordance with the procedures described above.

The Company will not accept any alternative, conditional or contingent elections to surrender options for exchange. All employees surrendering options for exchange, by execution of this Election Form (or facsimile of it), waive any right to receive any notice of the acceptance of their options for surrender, except as provided in the Offer to Exchange.

2. Surrender of Options for Exchange. You must elect to tender your Eligible Options on a grant-by-grant basis, with all or none of the options subject to each grant surrendered. You must surrender the full unexercised portion of each Eligible Option.

3. Signatures on the Election Form. If this Election Form is signed by the holder of the options, the signature must correspond with the name as written on the face of the option award document(s) to which the options are subject without alteration, enlargement or any other change.

If this Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact or any other person acting in a fiduciary or representative capacity, then such person’s full title and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted with this Election Form.

4. Requests for Assistance or Additional Copies. Any questions or requests for assistance or for additional copies of the Offer to Exchange or this Election Form may be directed to:

Tzur Tamir Telephone: +972-9-775-2339 Email: [email protected]

5. Irregularities. Any questions as to the number of shares subject to options to be accepted for exchange, and any questions as to the validity (including eligibility and time of receipt), form and acceptance of any surrender of options for exchange will be determined by the Company in its sole discretion. The Company reserves the right to reject any or all options surrendered for exchange that the Company determines not to be in appropriate form or the acceptance of which would be unlawful. The Company also reserves the right to waive any of the conditions of the offer and any defect or irregularity, provided that any such waiver would apply equally to each option holder. No surrender of options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with the surrender of options for exchange must be cured prior to the expiration of the offer. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in the surrender of options for exchange, and neither the Company nor any other person will incur any liability for failure to give any such notice.

6. Important Tax Information. You should refer to Section 13 of the Offer to Exchange, which contains important tax information.

Exhibit (a)(1)(F)

NICE-SYSTEMS LTD. ELECTION FORM– WEB SUBMISSION

A list of all of your options appears in the report available in your personal account with Tamir Fishman available at (http://www.tamirfishman.com). The list includes, to the extent applicable to you, (a) those options granted before September 1, 2008, that have an exercise price greater than $30.00 per share (the “Eligible Options”), and (b) all other options, if applicable (which options are not eligible for exchange). You may obtain your password from your Human Resources representative.

To validly surrender Eligible Options for exchange, you must properly submit the Election Form according to the Instructions at the end of this Election Form, and click “Validate and Submit” to indicate your acceptance of the offer. If you wish to participate in the offer you may accept this offer only with respect to all of your listed Eligible Options on a grant-by-grant basis, with all or none of the options subject to each grant surrendered. If you exit from this page without clicking “Validate and Submit”, you will NOT have made an election. The deadline for receipt of this Election Form is no later than 4:00 P.M., Eastern Daylight Time, on August 5, 2009.

Neither the contents of this Election Form nor the Offer to Exchange have been reviewed by any regulatory authority in Hong Kong or any other jurisdiction. You are advised to exercise caution in relation to this Election Form and the Offer to Exchange. If you are in any doubt about any of the content of this Election Form or the Offer to Exchange, you should obtain independent professional advice.

To: NICE-Systems Ltd.

Pursuant to the Offer to Exchange, I hereby tender all of my Eligible Options with respect to the applicable grant specified in this form. In addition to the representations and acknowledgements by me on this Election Form, I hereby represent and acknowledge the following to NICE-Systems Ltd. (the “Company”):

The Eligible Options tendered by me are tendered subject to the terms and conditions of the offer as set forth in the Offer to Exchange, a copy of which I acknowledge having received and read.

I have full power and authority to tender my Eligible Options indicated in my personal report appearing on the Tamir Fishman website.
The Company’s acceptance for exchange of options tendered pursuant to the offer will constitute a binding agreement between the Company and me, upon the terms and subject to the conditions of the Offer to Exchange.
If my Eligible Options are accepted for exchange, I acknowledge that I will have no right, title or interest to such tendered Eligible Option(s) and any certificates, agreement or other documentation evidencing such option grant(s) shall be void and of no further effect.
If my Eligible Options are accepted for exchange, I acknowledge that the new option(s) (the “New Options”) I receive or the new restricted share units (the “New RSUs”) I receive:
- will constitute a right to purchase one ordinary share for every three ordinary shares issuable upon the exercise of the surrendered options;
- will be granted on the date that this offer expires and my tendered options are accepted for exchange and canceled by the Company. If the expiration date of the offer is extended, the New Option or New RSU grant date will be similarly extended;
will vest in accordance with a new vesting schedule as set forth in the Offer to Exchange;
� will be subject to the terms and conditions of the Company’s 2008 Share Incentive Plan and a new option agreement or RSU agreement between the Company and me that will be forwarded to me after the grant of the New Options or New RSUs; and
� I also acknowledge that I must be an “active” employee (as defined in the Offer to Exchange) of the Company from the date when I tender options through and on the date when the New Options or New RSUs are granted in order to receive New Options or New RSUs. I further acknowledge that if I do not remain such an employee, I will not receive any New Options or New RSUs or any other consideration for the options that I tender. If I terminate my employment with or without a good reason or am terminated with or without cause or my employment is otherwise terminated, before the date when the New Options or New RSUs are granted, then I will not receive New Options or New RSUs in the offer.
I also acknowledge that I must reside on the commencement and expiration date of this offer in Israel, Hong Kong, the United States or the United Kingdom, to receive New Options or New RSUs.
I also acknowledge that I may not receive New Options or New RSUs if the Company enters into a merger or similar transaction in which there is a change of control of the Company prior to the grant of the New Options or New RSUs.
I recognize that as set forth in Section 6 of the Offer to Exchange, the Company may terminate or amend the offer and postpone its acceptance and cancellation of any and all options tendered for exchange.
I understand that the Company has advised me to consult with my tax and financial advisors before deciding whether or not to participate in this exchange offer with respect to the tax consequences of exchanging my Eligible Options.
I understand that my participation in the offer is completely voluntary.
I understand that participation in the offer does not confer upon me the right to remain employed by the Company.

⌧ Yes, I wish to participate in the offer with respect to my Eligible Options listed below. I have read the Instructions to the Election Form and wish to surrender for exchange all of my Eligible Options in relation to the particular grant listed below, subject to the terms and conditions of the Offer to Exchange dated June 23, 2009 (the “Offer to Exchange”) and this Election Form. I understand that if NICE-Systems Ltd. accepts my surrendered Eligible Options, then all such Eligible Options will be deemed automatically surrendered by me. I understand that if my offer is accepted (i) I will have no right, title or interest to my surrendered Eligible Option(s), and any certificates, agreement or other documentation evidencing such option grant(s) shall be void and of no further effect, and (ii) if I reside in Hong Kong or the United Kingdom, I will receive a new option to purchase one ordinary share for every three ordinary shares issuable upon the exercise of my surrendered options, or, if I reside in the United States, I will receive a restricted share unit to purchase one ordinary share for every three ordinary shares issuable upon the exercise of my surrendered options, subject to the terms and conditions of and as more fully explained in the Offer to Exchange and this Election Form. In addition, I am making the above representations and acknowledgements to NICE-Systems Ltd., that form an integral part of this Election Form.

Grant Number Grant Date

Eligible Options Option Price

VALIDATE AND SUBMIT

INSTRUCTIONS

FORMING A PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Delivery of Election Form. A properly completed and electronically submitted Election Form must be received by the Company via the Tamir Fishman website (http://www.tamirfishman.com) before the expiration date of the offer.

You may deliver this Election Form to the Company only through the electronic web submission procedure and the delivery will be deemed made only when actually received by the Company. In all cases, you should allow sufficient time to ensure timely delivery in the event that there are any unexpected interruptions.

You must elect to tender either all of your eligible options with respect to each particular grant or none of them. An election to surrender options for exchange pursuant to this offer may be withdrawn at any time prior to August 5, 2009. If the offer is extended by the Company beyond that time, you may withdraw your election at any time until the extended expiration of the offer. To withdraw all options surrendered for exchange, you must either, submit a properly completed Electronic Notice of Withdrawal via the Tamir Fishman website (http://www.tamirfishman.com) or complete a Paper Notice of Withdrawal and return it to Tzur Tamir by fax at +972-9-743-7488 prior to the expiration date of this offer. Withdrawals may not be rescinded and any options withdrawn will thereafter be deemed not properly surrendered for exchange for purposes of the offer, unless such withdrawn options are properly re-surrendered prior to the expiration date of the offer by submitting a new Election Form.

The Company will not accept any alternative, conditional or contingent elections to surrender options for exchange. All employees surrendering options for exchange, by electronic execution of this Election Form, waive any right to receive any notice of the acceptance of their options for surrender, except as provided in the Offer to Exchange.

3. Electronic Execution of the Election Form. The Election Form should be submitted by the holder of the options. If this Election Form is submitted by a trustee, executor, administrator, guardian, attorney-in-fact or any other person acting in a fiduciary or representative capacity, then such person’s full title and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted to, and approved by, the Company, prior to the electronic submission of this Election Form.

4. Requests for Assistance or Additional Copies. Any questions or requests for assistance or for additional copies of the Offer to Exchange or this Election Form may be directed to:

Tzur Tamir Telephone: 09-775-2339 Email: [email protected]

6. Important Tax Information. You should refer to Section 13 of the Offer to Exchange, which contains important tax information.

Exhibit (a)(1)(G)

NICE-SYSTEMS LTD. PAPER NOTICE OF WITHDRAWAL

If you previously elected to exchange your options granted before September 1, 2008 with an exercise price of greater than $30.00 per share (the “Eligible Options”), but you would like to change your decision and withdraw some or all of your grants of Eligible Options, you must sign this Notice of Withdrawal and return it to Tzur Tamir by fax at +972-9-743-7488, by email at [email protected], by hand delivery or by mail at 8 Hapnina Street, Ra’anana, Israel on or before 4:00 p.m., Eastern Daylight Time, on August 5, 2009, unless the offer is extended. If you have questions, please contact Tzur Tamir at +972-9-775-2339 or by email at [email protected].

To NICE-Systems Ltd.:

I previously received a copy of the Offer to Exchange, dated June 23, 2009 (the “Offer to Exchange”) and an election form (the “Election Form”). I signed and returned the Election Form, in which I chose to accept NICE-Systems Ltd.‘s offer to exchange one or more grants of Eligible Options. I now wish to withdraw some or all of the grants of Eligible Options I surrendered for exchange, as listed below (the “Withdrawn Option”). I understand that by signing this Notice of Withdrawal and delivering it to you, I will be withdrawing my previous acceptance of the offer and I will not be surrendering any of the Withdrawn Options for exchange.

I understand that in order to withdraw, I must sign, date and deliver this Notice of Withdrawal to you on or before 4:00 p.m., Eastern Daylight Time, on August 5, 2009, or if NICE-Systems Ltd. extends the deadline to exchange Eligible Options, before the extended expiration of the offer. If I later choose to have the Withdrawn Options exchanged, I must submit a new election form, along with any other required documents, prior to the expiration of the offer.

By rescinding my election to NICE-Systems Ltd. to exchange the grants of Eligible Options indicated below, I understand that I will not receive any new options or new restricted share units and I will keep my old options with respect to such grants (with the same exercise price as before). These options will continue to be governed by the incentive plan under which they were granted and existing option grant documents between NICE-Systems Ltd. and me.

I have completed and signed the following exactly as my name appears on my original Election Form.

� I do not wish you to exchange any of my Eligible Options listed below:

Grant Number

Grant Date

Eligible Options Option Price

___________________________________________________________________________________________________________ Signature

Date:____________________________, 2009

Name:______________________________________________________________________________________________________

I.D./Social Security No.:_________________________________________

Exhibit (a)(1)(H)

NICE-SYSTEMS LTD. NOTICE OF WITHDRAWAL – WEB SUBMISSION

If you previously elected to exchange your options granted before September 1, 2008 with an exercise price of greater than $30.00 per share (the “Eligible Options”), but you would like to change your decision and withdraw some or all of your grants of Eligible Options, you must submit this Notice of Withdrawal, for each grant with respect to which you previously submitted an Election Form, on or before 4:00 p.m., Eastern Daylight Time, on August 5, 2009, unless the offer is extended. If you have questions, please contact Tzur Tamir at +972-9-775-2339 or by email at [email protected].

To NICE-Systems Ltd.:

I previously received a copy of the Offer to Exchange, dated June 23, 2009 (the “Offer to Exchange”) and an election form (the “Election Form”). I submitted the Election Form, in which I chose to accept NICE-Systems Ltd.‘s offer to exchange my Eligible Options listed below. I now wish to withdraw all of the Eligible Options I surrendered for exchange and which are listed below (the “Withdrawn Option”). I understand that by submitting this Notice of Withdrawal, I will be withdrawing my previous acceptance of the offer and I will not be surrendering the grant of Eligible Options previously tendered for exchange as indicated below.

I understand that in order to withdraw, I must submit this Notice of Withdrawal to you on or before 4:00 p.m., Eastern Daylight Time, on August 5, 2009, or if NICESystems Ltd. extends the deadline to exchange Eligible Options, before the extended expiration of the offer. If I later choose to have the Withdrawn Options exchanged, I must submit a new election form, along with any other required documents, through the Offer to Exchange website at http://www.tamirfishman.com prior to the expiration of the offer.

By rescinding my election to NICE-Systems Ltd. to exchange the grant of Eligible Options listed below, I understand that I will not receive any new options or new restricted share units and I will keep my old options with respect to such grant (with the same exercise price as before). These options will continue to be governed by the incentive plan under which they were granted and the existing option grant documents between NICE-Systems Ltd. and me.

⌧ I do not wish you to exchange my Eligible Options listed below .

Grant Number

Grant Date

Eligible Options Option Price

VALIDATE AND SUBMIT

Exhibit (a)(1)(I)

Acceptance notification email:

Dear [Name],

NICE has received your election, by which you elected to have your Eligible Option grant cancelled in exchange for New Options or New RSUs, subject to the terms and conditions of the Offer to Exchange.

You elected to have the following Eligible Option grant exchanged:

GrantNumber	Grant	Date	Exercise	price	OutstandingOptions

If you reconsider before August 5, 2009 at 4:00 PM, EDT (or such later date as may apply if the exchange offer is extended), and would like to withdraw your election to have the above Eligible Options exchanged, you may do so by completing and submitting a Notice of Withdrawal Form in accordance with the instructions contained on such form and in the Offer to Exchange Certain Outstanding Options, or the Offer to Exchange. If you elect to exchange additional Eligible Option grants, you may do so by completing and submitting an additional Election Form in accordance with the instructions contained on such form and in the Offer to Exchange. You must submit the new election form before 4:00 PM EDT, on August 5, 2009 (or such later date as may apply if the exchange offer is extended).

Only Notice of Withdrawal Forms and Election Forms that are properly completed and actually received by NICE before 4:00 PM EDT, on August 5, 2009 (or such later date as may apply if the exchange offer is extended), will be accepted.

Please note that our receipt of your election form is not by itself an acceptance of the options for exchange and that you will be bound by the last properly submitted election form which NICE receives before the expiration date of the offer.

Exhibit (a)(1)(J)

Withdrawal notification email:

Dear [Name],

NICE has received your withdrawal request for your previous acceptance of the following grant:

Grant Grant Date Exercise Outstanding Number price Options

Please note that by withdrawing your acceptance, the relevant Eligible Option grant will remain with its original terms and conditions.

If you reconsider before August 5, 2009 at 4:00 PM, Eastern Daylight Time (or such later date as may apply if the exchange offer is extended), you may re-accept the offer or elect to exchange additional Eligible Options grants by completing a new Election Form. You must submit the new Election Form before 4:00 PM EDT, on August 5, 2009 (or such later date as may apply if the exchange offer is extended).

Exhibit (a)(1)(K)

==> picture [424 x 318] intentionally omitted <==

Exchange Offer

Exchange Offer– “From Options to Shares”

What does it mean?

Each participant received an offer to exchange relevant outstanding options for Restricted Share Units (USA only) OR “Par Value options” (Israel, HK or UK) based on a 3:1 ratio:

Every 3 “old” option can be exchanged for 1 RSU / “Par value” option

The new RSU /Par value options will be subject to a new vesting schedule of 4 years (25% each year) which will start upon the expiration of the exchange period – August 5, 2009 (unless extended)

What are RSUs/Par Value options?

RSU: Restricted Share Unit– A right to purchase a share at a price per share of 1.00 NIS ($0.25) Par value Options: Options with an exercise price per share equal to the share Par Value of 1.00 NIS ($0.25)

It means you have a guaranteed value – whether the share price goes up or down

Exchange Offer– “From Options to Shares”

Who is eligible?

Any active employee, who is a resident of Israel; USA; UK or HK (including an employee on a leave of absence or maternity leave) who is not on notice during the Exchange Offer period, excluding some executive officers and all members of the Board of Directors.

Which options are effected?

All options with an exercise price higher than $30.00 (excluding the Sept. 2, 2008 grant), are eligible for the exchange. Each relevant grant is eligible for election separately, so that those who have more than one grant will have the ability to make a decision on a grant-by-grant basis.

What will happen to the options with an exercise price lower than $30?

As we strongly believe in the future of the company and its growth, options with an exercise price below $30.00 are not included in this program

RSU / Par Value Options – What does it mean?

==> picture [225 x 144] intentionally omitted <==

----- Start of picture text ----- Options RSU/Par Value OptionsQuantity 1,000 333Exercise Price 34.78 0.25Future Share Price 60.00 60.00Expected Gross Value 25,220 19,897Options RSU/Par Value OptionsExercise Price 34.78 0.25Future Share Price 45.00 45.00Expected Gross Value 10,220 14,902Options RSU/Par Value OptionsExercise Price 34.78 0.25Future Share Price 15.00 15.00Expected Gross Value 0 4,912----- End of picture text -----

IMPORTANT NOTE:

The above examples are for illustrative purposes and should not be construed as Investment Advice. Additionally, these examples reflects the gross value (i.e. give effect to the option exercise price or the Par value purchase price ) but do not include the impact of Tax laws to the extent that they may govern each individual employee, for example (but not limited to):

The amount of Taxes chargeable on the expected Gross Value;

The timing of these Taxes falling due or the mechanism of their collection; and

The impact of the length of holding periods or other factors on the rates of Tax so charged

==> picture [424 x 319] intentionally omitted <==

----- Start of picture text ----- General DisclaimerThe information contained in this Communication has been derived from the applicable decision of the Board ofDirectors, the Offer to Exchange filed with the SEC on June 23, 2009 and the terms of the Company’s various ShareIncentive Plans (collectively the “Materials”).Where there is a discrepancy between this Communication and the Materials, the contents within the Materials govern.All of the contents of the Communication are also subject to applicable Law, which may change from time to time.We strongly recommend that you consult with your personal tax and financial advisors before deciding whether or not toparticipate in the Exchange Offer with respect to the tax consequences of exchanging your Eligible Options.You should consider the local, state, federal and foreign tax laws applicable to you, as well as taxconsequences arising from your particular personal circumstances. For example, if you are a resident of orsubject to the tax laws in more than one country, there may be additional or different tax and social insuranceconsequences and other restrictions that apply to you. The Company is not responsible for any adverse tax orother financial consequences that may result from your voluntary participation in the offer, irrespective of thesource of or reason for any such negative consequences.----- End of picture text -----

USA Employees

Exchanging Options to RSU

What am I being offered? You are being offered to exchange your options having an exercise price higher than $30 (excluding the September 2, 2008 grant) with Restricted Share Units.

Will there be any change in the quantity of options? Yes . Since the offer is to exchange current options with Restricted Share Units (RSU), the exchange ratio will be 3 relevant “old” options for 1 RSU.

For example : If you have outstanding options to acquire 3,000 shares of the company, with an exercise price of $34.78, you are offered to exchange such options for 1,000 Restricted Share Units with a purchase price of 1.00 NIS (approximately $0.25) each.

Will there be any change in the options vesting schedule? Yes. The RSUs will vest over 4 years (25% each year) starting on August 5, 2009.

Are there any tax implications? Please refer to the US Federal Income Tax Consequences section within the Offer to Exchange . You should consider the local, state, federal and foreign tax laws applicable to you, as well as tax consequences arising from your particular personal circumstances together with your personal tax advisers.

==> picture [424 x 319] intentionally omitted <==

----- Start of picture text ----- What are the differences between Options and RSUs?Subject Option Restricted Share UnitExercise Price / Usually the fair market value of the share on the grant date Share Par Value = 1.00 NIS ($ 0.25)PaymentBenefit Value Only when market price is higher than grant price Always has a valueVesting Schedule Usually vests over 4 years, 25% at the end of the 1st year Vests over 4 years, 25% at end of eachand 6.25% each quarter thereafter yearExpiration Date Usually 6 years from the grant date Not applicableTax For Federal Income Tax purposes, options are taxed at the For Federal Income Tax purposes,time of exercise RSU’s are taxed at the time of vestingExchange Offer ComparisonSubject Current Status Exchange OfferExercise Price > $30.00 1.00 NIS ($ 0.25)Quantity Current outstanding 1/3 of the outstanding optionsVesting Schedule Current vesting New vesting schedule of 4 years(25% at the end of each year)Expiration Date 6 years from grant date Not applicable----- End of picture text -----

Israel Employees

Exchange Options to “Par Value Options”

What am I being offered? You are being offered to exchange your options with an exercise price higher than $30 (excluding the September 2, 2008 grant) to Par value Options

Will there be any change in the quantity of options? Yes . Since the offer is to exchange current options with “Par Value Options” (options with an exercise price of 1.00 NIS), the exchange ratio will be 3 relevant “Old” options for 1 “Par value Option”.

For example: If you have 3,000 outstanding options, with an exercise price of $34.78, you will be offered to replace them with 1,000 “Par Value Options” with an exercise price of 1.00 NIS.

Will there be any change in the options vesting schedule? Yes. The Par Value Options will vest over

4 years (25% at the end of each year) starting on August 5, 2009 (unless the offer is extended).

Tax on the exchange to “Par value” Options : For a detailed explanation, please see the section “Israeli Income Tax Consequences ” within the Offer to Exchange. Whilst we have no guarantee, we expect that the Israeli Tax Ruling will generally determine that

That the exchange of the options will not be treated as a taxable event

The Minimum Trust Period determined under Section 102 will start again at the date that your options were subject to the exchange

In order to benefit from the ruling you will have to sign a consent form within a prescribed time period.

==> picture [424 x 319] intentionally omitted <==

----- Start of picture text ----- What are the differences between Options and “Par” Options? Subject Option “Par Value Options”Exercise Price Usually the fair market value of the share on the grant date Share Par Value = 1.00 NIS (~$ 0.25)Benefit Value Only when the market price is higher than grant price Always has a valueVesting Schedule Usually vests over 4 years, 25% at the end Vests over 4 years, 25% at end of eachof the 1st year and 6.25% each quarter thereafter year102 Tax Section - Started at the date of your original grant Will start again from August 5, 2009(unless the offer is extended)“Minimum TrustPeriod” of two years “Par Value Options”- Options with an exercise price = stock Par Value (NIS 1.0 / $0.25)Exchange Offer ComparisonSubject Current Status Exchange OfferExercise Price > $30.00 1.00 NIS (~$ 0.25)Quantity Current outstanding 1/3 of the outstanding optionsVesting Schedule Current vesting New vesting schedule of 4 years(25% at the end of each year)Expiration Date 6 years from grant date 2015Tax Implications Where the Minimum Trust Period has been met, a See examplegreater proportion of the gain can benefit frombeing taxed at the lower capital gains rates(currently 25%)----- End of picture text -----

==> picture [424 x 319] intentionally omitted <==

----- Start of picture text ----- Israel Taxes on Par Value OptionsOrdinary income tax rates plus social security(including National Health Insurance) Capital Gains Tax Rate 25%$0.25 $24 $34Market Value atExercise Price 30 Day Average Market Price Exerciseas of August 5, 2009Illustrative Example :You where granted 4,000 “Par” Options and the ” 30 day Average Market Price ” was $24.After 1 year:You will be able to sell 1,000 option (with a total exercise price of 1,000 NIS) at the market price and will pay full income tax andsocial security payments on your gain.After 2 years: You can sell 2,000 options (with a total exercise price of 2,000 NIS) at the market price. For this example we will assume that share market price is $34 You will pay regular income tax and social security (including National Health Insurance) on $(24-0.25) x 2,000 = $ 47,500estimated gain $23,750 You will pay 25% capital gain on ($34 - $24) x 2,000 gain estimated gain $15,000 Total estimated gain: $38,750----- End of picture text -----

UK and HK Employees

Exchange Options to “Par Value Options”

What am I being offered? You are offered to exchange your options with an exercise price higher than $30 (excluding the September 2, 2008 grant) to Par Value Options.

Will there be any change in the quantity of options? Yes . Since the offer is to exchange current options with “Par Value Options”, the exchange ratio will be 3 relevant “old” options for 1 “Par value Option”.

For example: If you have 3,000 outstanding options, with an exercise price of $34.78, you will be offered to exchange them with 1,000 “Par value Options” with exercise price of 1.00 NIS (~$0.25).

Will there be any change in the options vesting schedule? Yes. The “Par value” Options will vest over 4 years (25% each year) starting on August 5, 2009 (unless the offer is extended).

Tax rules on “Par value” Options : Please refer to the UK and HK Tax Consequences section within the Offer to Exchange.

==> picture [424 x 319] intentionally omitted <==

----- Start of picture text ----- What are the differences between Options and Par Value Options?Subject Option “Par Value Options”Exercise Price Usually the fair market value of the share on the grant date Share Par Value = 1.00 NIS (~$ 0.25)Benefit Value Only when market price is higher than grant price Always has a valueVesting Schedule Usually vests over 4 years, 25% at the end of the Vests over 4 years, 25% at end of each1st year and 6.25% each quarter thereafter yearExpiration Date Usually 6 years from the grant date Usually 6 years from the grant date “Par Value Options” - Options with exercise price = share par value (NIS 1.0 / $0.25)Exchange Offer ComparisonSubject Current Status Exchange OfferExercise Price > $30.00 1.00 NIS (~$ 0.25)Quantity Current outstanding 1/3 of the outstanding optionsVesting Schedule Current vesting New vesting schedule of 4 years(25% at the end of each year)Expiration Date 6 years from grant date 2015----- End of picture text -----

What do I need to do?

==> picture [424 x 319] intentionally omitted <==

----- Start of picture text ----- What do I need to do to participate in the Exchange Offer?To participate in the Exchange Offer, you must actively elect to participate . If you do not electto participate, you will have rejected the offer and your options will remain the same.1. Get your “Username” and Password from your HR contact2. View your options status: Login to the Tamir Fishman web site following the “1st time log in instructions” and viewyour previous and suggested equity status3. For USA, UK and HK employees:Electronically submit your Web election form (on a grant by grant basis) no later than 4:00 PM, EDT On August5, 2009. Alternatively you may submit your election form via fax to Tzur Tamir at +972-9-743-7488If you would like to withdraw your consent, you can do so by using the electronic Web notice of withdrawal .Alternatively you may submit your withdrawal via fax to Tzur Tamir at +972-9-743-74884. For Israel employees:Download and sign the paper election formSubmit your signed form to your HR contact person not later than August 5, 2009 4 PM EDT.If you would like to withdraw your consent, you can do so using the paper withdrawal form5. What will happen if I don’t complete and submit the election form on time?If you do not complete and submit the election form by 4:00 PM EDT, on August 5, 2009 (unless the offer is extended), it will be viewed as if you rejected the offer and your options will remain the same.----- End of picture text -----

==> picture [424 x 319] intentionally omitted <==

----- Start of picture text ----- What do I need to do to participate in Exchange Offer?The Exchange Offer is to be acceptedno later than 4:00 PM EDT, on August 5, 2009 (Unless extended)Get a username andpassword from HRView your Options status on thewww.Tamirfishman.comNon-Israeli Employees Israel EmployeesDownload anSubmit an election form acceptance form forvia the web the exchange and a 102consent form(per grant) or by FaxWithdrawal via the web or Sign and submit to HRby fax (per grant) if needed all documentsNotice of Withdrawalsubmit to HR, if needed----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- 1 [st] time log in1----- End of picture text -----

Tamir Fishman’s Web Site

==> picture [296 x 22] intentionally omitted <==

----- Start of picture text ----- Log on to Tamir Fishman’s Website at www.tamirfishman.comand click on eSOP----- End of picture text -----

==> picture [5 x 6] intentionally omitted <==

----- Start of picture text ----- 2----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- Use Details From Web Access LetterType in your Username & Password specifiedin the web access letter you received from HRType in the number shown in the security box3 Then click on “SIGN IN”----- End of picture text -----

==> picture [388 x 274] intentionally omitted <==

----- Start of picture text ----- Change Your Temporary PasswordType in the password you receivedfrom HRCreate your new password & re-enter----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- Answer Three Security QuestionsAnswer the three security questionsYour answers will be used to identify you and your account incase you misplace your username and/or password5----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- Update you personal detailsUpdate your personal information6----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- Accept Terms & Conditions to Tamir Fishman’s Web SiteReview and mark “I Agree” to the Terms and ConditionsAfter completing the steps click on “Send”to proceed into your personal account7----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- View your options status/ On line acceptance8----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- Tamir Fishman – 1 st time loginClick the eSOP buttonEnter your username andpassword provided by yourHR representative9----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- Tamir Fishman – 1 st time loginEnter the “ExchangePlan”View your equity package and decide if youwant to accept the exchange offer10----- End of picture text -----

==> picture [159 x 26] intentionally omitted <==

----- Start of picture text ----- To accept/withdraw the offer, on a grantby grant basis, Click on the relevantbutton----- End of picture text -----

==> picture [9 x 6] intentionally omitted <==

----- Start of picture text ----- 11----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- For Non Israeli employees:If you decide to accept the exchange offer simplyclick on the “Validate and submit” button12----- End of picture text -----

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- For form instructions please clickon the word “Instructions”13----- End of picture text -----

		For non Israeli employees:
		If you decide to withdraw your acceptance you can do so
		by clicking“Validate And Submit” (per grant)
	14

==> picture [596 x 842] intentionally omitted <==

----- Start of picture text ----- Glossary----- End of picture text -----

Glossary

Options: An award granted to the employee by the company that provides the employee with the right to purchase a share at a defined price (Exercise Price), subject to a vesting schedule and expiration date Par Value Options: Option with an exercise price equal to the share Par Value of NIS 1.00 (~$0.25) RSU: Restricted Share Unit – An award granted to the employee by the company that provides the right to purchase shares at a price of 1.00 NIS. The right to purchase shares is automatically executed upon each vesting event. Grant Date: The date that the options/RSU’s were or will be awarded to the employee Exercise Price: The price paid by the employee in order to purchase one share from the option/ RSU awarded Vesting Date: The date on which a portion of the options/shares become exercisable based on the vesting schedule Expiration Date: The date after which the options can no longer be exercised

Vested options/RSU’s: The quantity of options/RSU’s that have become exercisable into shares or the number of RSUs vested into shares in accordance with the grant vesting schedule. Exercisable: The amount of vested options that can be exercised at a given time Sellable: The amount of shares that can be sold at a given time Outstanding: The total amount of options/RSU’s which have not yet been exercised or canceled (whether vested or not) or the amount of shares held by the grantees and not yet sold

Tax Glossary for Israel Employees

Section 102 Capital Gain Tax Route – The Company elected this route for its options granted from January 1, 2003.

Minimum Trust Period – 24 months from the grant date in which awards will be held by a trustee and which an Israeli tax resident must wait before disposing of shares under Section 102 Capital Gains in order to be entitled to the Capital Gains Tax Rate on certain portions of the gain. Violation of the holding requirements will cancel the Capital Gains tax benefit and result in paying income tax, social security and National Health Insurance payments, on the entire gain.

Capital Gains Tax Rate under section 102 – Such tax rate is currently 25% and is used for grants under Section 102 Capital Gains Tax Route subject to the conditions set out therein.

30-Day Average Market Price – The average closing price per share of our ADSs on the Nasdaq Global Select Market during the 30 trading days prior to the Grant Date which will be used as the basis for calculating the element which may not benefit from the Capital Gains Tax Rate and will be taxed as an ordinary income.

Section 102 Tax Rule:

If the “Minimum Trust Period” has been met:

All the gains up to the “30-day Average Market Price” will be taxed as ordinary income at marginal income tax rates plus social security and National Health Insurance payments. 2. The rest of the gains will be taxed at the Capital Gains Tax Rate.

If the “Minimum Trust Period” has not been met – The Capital Gains Tax Rate under section 102, will not apply and the employee will pay income tax, social security and National Health Insurance payments on the entire gain.

Exhibit (d)(4)

NICE SYSTEMS, LTD.

2008 SHARE INCENTIVE PLAN

Personal – Confidential

Dear ______________,

NOTICE OF AN OPTION AWARD

We, Nice Systems Ltd. (the “ Company ”), pursuant to our “Nice Systems Ltd. 2008 Share Incentive Plan” (the “ Plan ”) and in accordance with our Offer to Exchange Certain Outstanding Share Options, dated August 23, 2009, hereby grant you options (the “ Options ” ) to purchase the number of shares of the Company’s Ordinary Shares, nominal value NIS 1.00 each (the “ Shares ” ) set forth below. The Options are subject to all of the terms and conditions as set forth herein and in the Plan, all of which are incorporated herein in their entirety. Unless otherwise stated, all capitalized terms in this Award Notice shall be interpreted as defined in the Plan.

Grantee Oracle ID —————————————— Name of Grantee: —————————————— Date of Grant: August 5, 2009 —————————————— Number of Shares Subject to Options: —————————————— Exercise Price Per Share: NIS 1.00 —————————————— Expiration Date: 6 Years from the Date of Grant ——————————————

Type of Grant: Options

Vesting Schedule : 25% of the Options shall vest on each of the first, second, third, and fourth anniversaries of the Date of Grant, If the number of shares subject to your Options is not divisible by four, then the remaining shares will be allocated to the fourth vesting date.

[You shall be entitled to acceleration of the vesting of your Options under the conditions set forth in Section 7.4(b) of the Plan.] [applicable to certain management members]

Nothing contained herein shall derogate from, or add to, your employment agreement, nor shall it be construed as an obligation on the part of the Company or your employer, except for the grant explicitly detailed herein.

We wish to remind you that the details of this Award Notice are personal and confidential. Please do not discuss the matter with any person other than with your direct manager or the relevant HR representative.

The main terms of the Options, including your right to exercise such Options, are detailed in the Plan and in this Award Notice. Furthermore, the Options are subject to the following provisions:

The Options are exercisable by you, subject to the aforesaid and to the other terms of the Plan, following the lapse of their Vesting Schedule and until their Expiration Date, as defined above (the “Exercise Period ”). In the event any Options remain unexercised following the lapse of the Exercise Period, such Options and all the rights attached thereto shall expire.

1. Exercise of Options:

Once the Options may be exercised (subject to the provisions hereto) and all other conditions for exercising the Options are fulfilled, you are entitled to notify Tamir Fishman or any other service provided designated by the Company, by delivering a “ Notice of Exercise ” (in the form that will be provided to you by Tamir Fishman or any other service provided designated by the Company), that you wish to exercise a certain number of Options (but not more than the number of Options that have become exercisable until such date). The Notice of Exercise shall be accompanied by payment for the Shares, equal to the product of (x) the number of Options you wish to exercise, and (y) the Exercise Price per Share.

2. Tax Consequences:

Your attention is drawn to the Plan (particularly Paragraph 14 and Appendix A to the Plan) in relation to the liability and withholding of Taxes. Any Tax resulting from the grant, vesting, or exercise of any Options (as applicable), or the subsequent disposition of, Shares subject thereto or from any other event or act (of the Company or your employer or former employer or yours), shall be borne exclusively by you, and the Company or your employer or former employer shall bear no liability in respect of any applicable Tax or expense resulting therefrom. The Company or your employer or former employer will withhold any such Tax which it is obligated to deduct as a result of these events, and for such purpose, shall also be entitled to keep in its possession these Options or all or some of the Shares, as well as to sell some Shares to pay the tax due from you.

3. Plan:

A more detailed outline of the terms relating to the Options is contained in the Plan, as adopted by the Board of Directors of the Company. The Plan is held by the Company’s General Counsel or Corporate Director of Compensation and Benefits, and you are requested to thoroughly review its terms and provisions. Should you require further explanations - please contact the Company’s General Counsel or Corporate Director of Compensation and Benefits who shall endeavor to assist you as much as possible.

4. Participation in the Plan:

Your participation in the Plan is conditioned upon your signing this Award Notice and the undertaking below, and meeting all the requirements set by applicable law.

5. Non-Transferability:

The Options that are granted to you are not transferable, except as explicitly allowed under the Plan. In addition, your rights to sell Exercised Shares may be subject to certain limitations imposed by applicable law, and to any request made by the Company or its underwriters, if applicable (including a lock-up period), from time to time, or upon a specific occurrence, and you hereby unconditionally agree and accept any such limitations.

6. Understanding the Plan:

It is hereby clarified that this Award Notice is not, and cannot be, a substitute for the full and thorough understanding of the Plan. The Plan and the Trust Deed include important details that you should know and understand. This Award Notice is subject to all terms and provisions of the Plan. In any case of contradiction between this Award Notice and the Plan, the provisions of the Plan shall prevail.

Lastly, we would like to remind you once again that the Company’s General Counsel or Corporate Director of Compensation and Benefits can assist you in any way and provide you any required explanation in relation to the exercise of your rights according to this Award Notice.

The contents of this Award Notice have not been reviewed by any regulatory authority in Hong Kong (or any other jurisdiction). You are advised to exercise caution in relation to this Award Notice. If you are in any doubt about any of the content of this document, you should obtain independent professional advice.

Sincerely yours,

—————————————— Nice Systems Ltd.

Consent

I understand that the Plan and this Award Notice constitute the entire agreement between me and the Company with respect to the Options granted hereunder and supersede in their entirety all prior undertakings and agreements of the Company and myself, both written and oral, with respect to the Options granted hereunder (including the Shares underlying such Options). I have reviewed the Plan and this Award Notice in their entirety, and had an opportunity to obtain the advice of counsel prior to executing this Award Notice and fully understand all provisions of the Award Notice.

I hereby approve and agree to all the aforesaid in this Award Notice. I hereby undertake to pay all taxes, which may arise in connection with the grant, vesting, exercise, sale and/or transfer of Options and the underlying Shares and promptly follow the instructions of the Company in this respect, including my entering into a 10b5-1 plan, if so required, and other associated account opening forms and authorizations. I hereby represent and warrant that I will acquire any Shares hereunder for my own account and not as a nominee or agent for any other person, nor with a view to or for distribution.

Grantee's Name: ____________

Signature: ____________

Date: ____________

Exhibit (d)(5)

NICE SYSTEMS, LTD.

2008 SHARE INCENTIVE PLAN

Personal - Confidential

Dear ______________,

NOTICE OF AN OPTION AWARD ACCORDING TO SECTION 102 OF THE INCOME TAX ORDINANCE

We, Nice Systems Ltd. (the “ Company ”), pursuant to our “Nice Systems Ltd. 2008 Share Incentive Plan” and its addendum for Israeli Grantees (collectively, the “ Plan ”) and in accordance with our Offer to Exchange Certain Outstanding Share Options, dated June 23, 2009 (the “ Exchange Offer ”), 2009, hereby grant you options (the “ Options ”)to purchase the number of shares of the Company’s Ordinary Shares, nominal value NIS 1.00 each (the “ Shares ”) set forth below. The Options are subject to all of the terms and conditions as set forth herein and in the Plan, all of which are incorporated herein in their entirety. Unless otherwise stated, all capitalized terms in this Award Notice shall be interpreted as defined in the Plan.

Grantee Oracle ID: Name of Grantee: Date of Grant: Number of Shares Subject to Options: Exercise Price Per Share: Expiration Date:

August 5, 2009

NIS 1.00 6 Years from the Date of Grant

Type of Grant: 102 Options under the Capital Gains Route.

[You shall be entitled to acceleration of the vesting of your Options under the conditions set forth in Section 7.4(b) of the Plan.] [applicable to certain management members]

The Options will be deposited with a trustee approved by the Israeli Tax Authority for this purpose (the “ Trustee ”), who will hold them in trust on your behalf, all as set forth in Section 3 below.

Nothing contained herein shall derogate from, or add to, your employment agreement with the Company, nor shall it be construed as an obligation on the part of the Company, except for the grant explicitly detailed herein.

The main terms of the Options, including your right to exercise such Options, are detailed in the Plan and in this Award Notice. Furthermore, the Options are subject to the following provisions:

The Options are exercisable by you, subject to the aforesaid and to the other terms of the Plan, following the lapse of their Vesting Schedule and until their Expiration Date, as defined above (the “ Exercise Period ”). In the event any Options remain unexercised following the lapse of the Exercise Period, such Options and all the rights attached thereto shall expire.

1. Exercise of Options:

Once the Options may be exercised (subject to the provisions hereto) and all other conditions for exercising the Options are fulfilled, you are entitled to notify the Trustee (through Tamir Fishman or any other service provided designated by the Company), by delivering a “ Notice of Exercise ” (in the form that will be provided to you by Tamir Fishman or any other service provided designated by the Company), that you wish to exercise a certain number of Options (but not more than the number of Options that have become exercisable until such date). The Notice of Exercise shall be accompanied by payment for the Shares, equal to the product of (x) the number of Options you wish to exercise, and (y) the Exercise Price per Share.

2. Israel Tax Consequences:

The Israel tax consequences of this grant are discussed in Appendix A attached hereto.

Trust:

To secure performance of tax law requirements, the Options awarded to you according to this Award Notice will be held in trust by the Trustee that was approved for this purpose by the tax authorities, who shall release them to you only upon full compliance with the legal requirements and the terms of the Plan. For this purpose, a Trust Deed was signed between the Company and the Trustee, which shall be delivered to you upon your request by the Company’s General Counsel or Director of Compensation and Benefits. The conditions of the Trust Deed apply to the Options awarded to you; thus, you are required to carefully read the provisions of the said Trust Deed.

4. Plan:

5. Participation in the Plan:

Your participation in the Plan is conditioned upon your signing this Award Notice and the undertaking below, and meeting all the requirements set by law for the award of options under the Capital Gains Route, including the terms of Section 102 and the 102 Rules.

6. Non-Transferability:

The Options that are granted to you are not transferable, except for as explicitly allowed under the Plan. In addition, your rights to sell Exercised Shares may be subject to certain limitations imposed by applicable law, and to any request made by the Company or its underwriters, if applicable (including a lock-up period), from time to time, or upon a specific occurrence, and you hereby unconditionally agree and accept any such limitations.

7. Understanding the Plan:

Sincerely yours,

Nice Systems Ltd.

Consent

I hereby approve and agree to all the aforesaid in this Award Notice and the Trust Deed and I declare that I am familiar with the provisions of Section 102 and the Capital Gains Route. I hereby undertake not to sell or transfer the Options and/or the Exercised Shares prior to the lapse of the Trust Period, unless I pay all taxes, which may arise in connection with such sale and/or transfer. I hereby represent and warrant that I will acquire any Shares hereunder for my own account and not as a nominee or agent for any other person, nor with a view to or for distribution.

Grantee’s Name:

Signature: Date:

APPENDIX A TO NOTICE OF OPTION AWARD

Israel Tax Consequences of Option Grant

The following describes the Israeli tax consequences of the grant of options based upon the law and regulations in effect on the date hereof. You are reminded that the law can change at any time, possibly retroactively, so you are advised to consult with your own suitably qualified independent tax adviser with respect to the tax consequences of receiving and exercising options or disposing of shares.

Your attention is drawn to the Plan (particularly Paragraph 14 and Appendix A) in relation to the liability and withholding of Taxes. Any Tax resulting from the grant, vesting, or exercise of any Options (as applicable), or the subsequent disposition of, Shares subject thereto or from any other event or act (of the Company or yours), shall be borne exclusively by you, and the Company shall bear no liability in respect of any applicable Tax or expense resulting therefrom. The Company will withhold any such Tax which it is obligated to deduct as a result of these events.
The Option award is subject to the provisions of Section 102 of the Income Tax Ordinance [New version], 1961 (“ Section 102 ” and the “ Ordinance ”, respectively) as updated from time to time, as well as regulations promulgated thereunder (for example, Income Tax Rules (Tax Relief in Issuance of Shares to Employees), 2003) and statements of practices or circulars issued by the Israeli Tax Authority in this regard from time to time (collectively “ Israeli Tax Law ”).
The Company elected the Capital Gains Route in Section 102(b)(2) of the Ordinance (the “ Capital Gains Route ”) for the purpose of the taxation of your income and gains from the Options. In accordance with the Capital Gains Route and current Israeli Tax Law, as the Options or the Exercised Shares are to be held in trust by the Trustee (see Section 3 below) for the applicable period of time (which is currently two years from the date of this Award) (the “ Trust Period ”), then generally, a portion of the income and gains derived from the sale of Exercised Shares may be classified as capital gains rather than ordinary work income, as described below:
- (i) Since there is an exercise price of NIS 1.00 per Option, a benefit is derived at the time of grant of the Options, which is equal to the difference between (a) the average closing price of the Company’s Share or ADR on a stock exchange during 30 trading days prior to the Date of Grant, and (b) NIS 1.00 per Share. Such benefit, multiplied by the relevant number of Exercised Shares (and minus any stock administration fees), will be subject to Tax at the time of sale of the Exercised Shares, or a Transfer, as ordinary work income (i.e. at your marginal tax rate).[1] In addition, this gain may be subject to social security and national health insurance payments as required by applicable law.

(ii) Any excess gain from the sale of Exercised Shares, above the benefit amount described in the previous clause, will be classified as capital gains under the Capital Gains Route, and will be subject to a tax rate of 25%, which under certain circumstances and subject to certain conditions is a lower tax rate than the tax rate applicable to ordinary work income.

Please note that any Tax payable, as described above, will be withheld at source by the Company at the time of sale of the Exercised Shares or a Transfer, in accordance with the provisions of Israeli Tax Law, and the transfer of Exercised Shares to you is conditioned upon the payment of such Tax.
Please note further that any change in your personal circumstances, for example, a relocation to another country, may result in tax consequences or changes in the tax treatment of your Options, and you are advised to seek specific tax advice in any such case.
The complete current versions of Israeli Tax Law as well as an explanatory helpsheet shall be delivered to you upon your request by the Company’s Corporate VP Finance.
Please note that in accordance with the Capital Gains Route and current Israeli Tax Law, you shall not be entitled to sell the Exercised Shares or execute a Transfer, prior to the lapse of the Trust Period. Furthermore, any and all rights issued in respect of the Exercised Shares, including bonus shares but excluding cash dividends (“ Rights ”), shall be deposited with the Trustee and held thereby until the lapse of the Trust Period, and such Rights shall be subject to the Capital Gains Route. Notwithstanding the aforesaid, in the event that you do sell Exercised Shares or Rights or execute a Transfer prior to the lapse of the Trust Period , tax will be withheld at source by the Company in accordance with Israeli Tax Law. In such case, your income and gains shall be classified and taxed as ordinary work income, rather than capital gains.
The Options are subject to the provisions of a special tax ruling. For further information you are referred to Chapter 13 of the Exchange Offer.

1 The above tax description is a general summary only and does not refer to expenses involved with the exercise of Options and sale of Exercised Shares or changes in the Israeli Consumer Price Index or foreign currency exchange rates, which may impact the final tax calculation.

Exhibit (d)(6)

NICE SYSTEMS, LTD.

2008 SHARE INCENTIVE PLAN

Personal - Confidential

Dear ______________,

NOTICE OF AN OPTION AWARD

We, Nice Systems Ltd. (the “ Company ”), pursuant to our “Nice Systems Ltd. 2008 Share Incentive Plan” (the “ Plan ”) and in accordance with a our Offer to Exchange Certain Outstanding Share Options, dated August 5, 2009, hereby grant you options (the “ Options ”) to purchase the number of shares of the Company’s Ordinary Shares, nominal value NIS 1.00 each (the “ Shares ”) set forth below. The Options are subject to all of the terms and conditions as set forth herein and in the Plan, all of which are incorporated herein in their entirety. Unless otherwise stated, all capitalized terms in this Award Notice shall be interpreted as defined in the Plan.

Grantee Oracle ID:

Name of Grantee: Date of Grant: Number of Shares Subject to Options: Exercise Price Per Share: Expiration Date:

August 5, 2009

NIS 1.00

6 Years from the Date of Grant

Type of Grant: Unapproved stock options

[You shall be entitled to acceleration of the vesting of your Options under the conditions set forth in Section 7.4(b) of the Plan.] [applicable to certain management members]

The main terms of the Options, including your right to exercise such Options, are detailed in the Plan and in this Award Notice. Furthermore, the Options are subject to the following provisions:

The Options are exercisable by you, subject to the aforesaid and to the other terms of the Plan, following the lapse of their Vesting Schedule and until their Expiration Date, as defined above (the “ Exercise Period ”). In the event any Options remain unexercised following the lapse of the Exercise Period, such Options and all the rights attached thereto shall expire.

1. Exercise of Options:

2. Tax Consequences:

The United Kingdom tax aspects of this grant are set out in Appendix A attached hereto.

3. Plan:

4. Participation in the Plan:

Your participation in the Plan is conditioned upon your signing this Award Notice and the undertaking below, and meeting all the requirements set by applicable law.

5. Non-Transferability:

6. Understanding the Plan:

Data Protection Act 1998

For the purpose of the Data Protection Act 1998, the Company and NICE CTI Systems UK Limited (“NICE UK”) are data controllers and each may, for the purpose of administering your participation in the Plan, hold and process personal data about you. If you wish to know what personal data is held about you, you may contact your Human Resources representative.

8. Surrender of Option

This Award is conditioned upon your execution of the Deed of Surrender attached hereto as Appendix B.

Sincerely yours,

Nice Systems Ltd.

Consent

I hereby approve and agree to all the aforesaid in this Award Notice. I hereby undertake to pay all taxes, which may arise in connection with the vesting, exercise, sale and/or transfer of Options and the underlying Shares and promptly follow the instructions of the Company in this respect. I hereby represent and warrant that I will acquire any Shares hereunder for my own account and not as a nominee or agent for any other person, nor with a view to or for distribution.

I consent to the transfer of my personal data by NICE UK to the Company for the purpose of administering my participation in the Plan.

Executed as a deed on the date below:

Grantee’s Name: _________	Signature: __________________
Date: ____________
Witness Signature: _________
Witness Name: _________
Witness Address: _______________________________________

APPENDIX A TO OPTION AWARD NOTICE

United Kingdom Tax Consequences in relation to the Option Grant

The following includes a description of the United Kingdom tax consequences of the grant of options based upon the law and regulations in effect on the date hereof. You are reminded that the law can change at any time, possibly retroactively, so you are advised to consult with your own suitably qualified independent tax adviser with respect to the tax consequences of receiving and exercising options or disposing of shares.

Your attention is drawn to the Plan (particularly Paragraph 14 and Appendix A) in relation to the liability and withholding of Taxes. Any Tax resulting from the grant, vesting, or exercise of any Options (as applicable), or the subsequent disposition of, Shares subject thereto or from any other event or act (of the Company, or yours), shall be borne exclusively by you, and the Company and your employer shall bear no liability in respect of any applicable Tax or expense resulting therefrom. The Company or your employer will withhold any such Tax which it is obligated to deduct as a result of these events.
It is a condition of the grant of the Options that you irrevocably agree to:

(a) pay to the Company, your employer or former employer amounts equal to any PAYE income tax and primary class 1 (employee) national insurance contributions ( NICs ) (or any similar liability in respect of tax or social security contribution arising in any jurisdiction outside the United Kingdom) for which the Company, your employer or former employer is liable to account on the exercise of the Option or the sale of any Shares (or any other taxable event in relation to the Shares), or to enter into arrangements satisfactory to the Company to secure the payment of any such amounts;

(b) pay to the Company, your employer or former employer amounts equal to any secondary class 1 (employer) NICs (Employer NICs) (or any similar liability in respect of social security contribution arising in any jurisdiction outside the United Kingdom) which the Company, your employer or former employer is liable to pay on the exercise of the Option or the sale of any Shares (or any other taxable event in relation to the Shares) and which may be lawfully recovered from you, or to enter into arrangements satisfactory to the Company to secure the payment of any such amounts;

(c) if requested to do so by the Company, your employer or former employer, to enter into a joint election to transfer to you liability for the whole or any part of any Employer NICs; and

(d) enter into a joint election in respect of the Shares under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003, if required to do so by the Company, your employer or former employer at any time up to the date falling fourteen days after you acquire the Shares.

You agree that, if you do not fulfil any obligation to pay Taxes, the Company may retain and sell enough of the Shares to satisfy your liabilities thereunder together with any costs arising from that sale. You will be entitled to any balance of the sale proceeds. You are required to follow the instructions of the Company in order to ensure any such Tax withholding and the payment of the nominal value of the Shares. The Company may determine that you may only receive American Depositary Receipts (“ADRs”) instead of Shares upon vesting of the exercise of the Options.
You agree to appoint the Company (acting by any of its directors from time to time) as your agent and attorney to:

(a) sell Shares at the best price reasonably available and deal with the proceeds of sale as specified in clause 2(a) and (b); and
(b) execute joint elections of the types specified in clause 2(c) and (d) in your name and on your behalf.

You agree that the Company may appoint one or more persons to act as substitute agent(s) and attorney(s) for you and to exercise one or more of the powers conferred on the Company by this power of attorney, other than the power to appoint a substitute attorney. The Company may subsequently revoke any such appointment.
Any power of attorney given by you under this Award Notice shall be irrevocable, save with the consent of the Company, and is given by way of security to secure the interest of the Company (for itself and as trustee under the Option on behalf of any employer or former employer of yours) as a person liable to account for or pay any relevant PAYE or NICs liability.
You confirm that a person who deals in good faith with the Company or any substitute attorney as your attorney appointed under this Award Notice may accept a written statement signed by that person to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

APPENDIX B TO OPTION AWARD NOTICE

TO: NICE SYSTEMS LIMITED

(“the Company”)

1. SURRENDER

1.1 In consideration of the Company’s agreement to grant to me a New Option to acquire ________ Shares in the Company on the terms set out in the Offer to Exchange addressed to me by the Company and dated 23 June, 2009 (the “Tender Offer”), I irrevocably and unconditionally surrender all rights which I have or may have under the Existing Option granted to me on [date].

2. FURTHER ASSURANCE

I agree, at the cost of the Company, to execute all such documents and do all such acts and things as the Company may, at any time after the date of this document, reasonably require to give effect to its provisions.

3. DEFINITIONS

Words and phrases used in this document shall, where defined in the Tender Offer or the Company’s 2008 Share Incentive Plan, have the same meaning.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Signed as a deed by [NAME OF GRANTEE] in the presence of:

Option Holder’s signature

Witness signature

(Name, address and occupation of witness)

Exhibit (d)(7)

NICE SYSTEMS, LTD.

2008 SHARE INCENTIVE PLAN

Personal – Confidential

Dear ______________,

NOTICE OF A RESTRICTED SHARE UNIT AWARD FOR GRANTEES SUBJECT TO UNITED STATES TAX

We, Nice Systems Ltd. (the “ Company ”), pursuant to our “Nice Systems Ltd. 2008 Share Incentive Plan” and its addendum for U.S. Grantees (collectively, the “ Plan ”) and in accordance with our Offer to Exchange Certain Outstanding Share Options, dated August 23, 2009, hereby grant you Restricted Share Units (the “ RSUs ”) to receive the number of shares of the Company’s Ordinary Shares, nominal value NIS 1.00 each (the “Shares ” ) set forth below. The RSUs are subject to all of the terms and conditions as set forth herein and in the Plan, all of which are incorporated herein in their entirety. Unless otherwise stated, all capitalized terms in this Award Notice shall be interpreted as defined in the Plan.

Grantee Oracle ID:

——————————————

Name of Grantee: —————————————— Date of Grant: August 5, 2009 —————————————— Number of Shares Subject to RSUs: —————————————— Purchase Price per Share: NIS 1.00

——————————————

Vesting Schedule:

25% of the RSUs shall vest on each of the first, second, third, and fourth anniversaries of the Date of Grant. If the number of shares subject to your RSUs is not divisible by four, then the remaining shares will be allocated to the fourth vesting date. In addition, at the time of each vesting you will be required to pay (or otherwise satisfy) the per share purchase price equal to the par value of our ordinary shares, or NIS 1.00 for those ordinary shares vesting on each anniversary date.

[You shall be entitled to acceleration of the vesting of your RSUs under the conditions set forth in Section 7.4(b) of the Plan.] [applicable to certain management members]

The main terms of the RSUs, including your right to receive such RSUs, are detailed in the Plan and in this Award Notice. Furthermore, the RSUs are subject to the following provisions:

The RSUs shall vest into Shares, subject to the aforesaid and subject to the other terms of the Plan, following the lapse of the vesting periods set forth above (and payment of the applicable purchase price). Delivery of the Shares shall be made as soon as practicable following the satisfaction of the vesting conditions, in accordance with Section 9.1 of the Plan. Prior to actual distribution of Shares pursuant to any vested RSUs, the RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Neither you nor any person claiming under or through you will have any of the rights or privileges of a shareholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to you, your broker, the person claiming under or through you, or his or her broker.

1. United States Tax Consequences.

The United States Tax Consequences of this grant are discussed in Appendix A attached hereto.

2. Plan:

A more detailed outline of the terms relating to the RSUs is contained in the Plan, as adopted by the Board of Directors of the Company. The Plan is held by the Company’s General Counsel or Corporate Director of Compensation and Benefits, and you are requested to thoroughly review its terms and provisions. Should you require further explanations - please contact the Company’s General Counsel or Corporate Director of Compensation and Benefits who shall endeavor to assist you as much as possible.

3. Participation in the Plan:

Your participation in the Plan is conditioned upon your signing this Award Notice and the undertaking below, and meeting all the requirements set by applicable law.

4. Non-Transferability:

The RSUs that are granted to you are not transferable, except as explicitly allowed under the Plan. In addition, your rights to sell Shares may be subject to certain limitations imposed by applicable law, and to any request made by the Company or its underwriters, if applicable (including a lock-up period), from time to time, or upon a specific occurrence, and you hereby unconditionally agree and accept any such limitations.

5. Understanding the Plan:

It is hereby clarified that this Award Notice is not, and cannot be, a substitute for the full and thorough understanding of the Plan. The Plan includes important details that you should know and understand. This Award Notice is subject to all terms and provisions of the Plan. In any case of contradiction between this Award Notice and the Plan, the provisions of the Plan shall prevail.

6. Securities Law Requirements.

The Company shall not be required to issue Shares underlying the RSUs to citizens or residents of the U.S. unless and until (a) such Shares have been duly listed upon each stock exchange on which the Shares are then registered, (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares then effective and (c) such issuance is not prohibited under applicable State or Federal securities laws, Company securities trading policies and any other legal requirements. In addition, the Company may determine that you may only receive American Depositary Shares (“ADSs”) instead of Shares upon vesting of the RSUs.

Sincerely yours,

——————————————

Nice Systems Ltd.

Consent

I understand that the Plan and this Award Notice constitute the entire agreement between me and the Company with respect to the RSUs granted hereunder and supersede in their entirety all prior undertakings and agreements of the Company and myself, both written and oral, with respect to the RSUs granted hereunder (including the Shares underlying such RSUs). I have reviewed the Plan and this Award Notice in their entirety, and had an opportunity to obtain the advice of counsel prior to executing this Award Notice and fully understand all provisions of the Award Notice.

I hereby approve and agree to all the aforesaid in this Award Notice. I hereby undertake to pay all taxes, which may arise in connection with the vesting, sale and/or transfer of the RSUs or the underlying Shares and promptly follow the instructions of the Company in this respect, including my entering into a 10b5-1 plan and other associated account opening forms and authorizations, as described in Appendix A hereto. I hereby represent and warrant that I will acquire any Shares hereunder for my own account and not as a nominee or agent for any other person, nor with a view to or for distribution.

Grantee's Name: _________

Signature: __________________

Date: ____________

APPENDIX A TO RSU AWARD NOTICE

United States Tax Consequences of RSU Grant

The following describes the United States tax consequences of the grant of restricted stock units based upon the law and regulations in effect on the date hereof. You are reminded that the law can change at any time, possibly retroactively, so you are advised to consult with your own suitably qualified independent tax adviser with respect to the tax consequences of receiving RSUs or of their vesting or disposing of shares.

You will not recognize taxable income at the time of the grant of an RSU, but rather, will generally recognize ordinary compensation income at the time you receive cash or common stock in settlement of the RSUs. The amount of such compensation income will be equal to the amount of cash received or the fair market value of the stock received (such fair market value to be determined at the time the stock is received by, or is otherwise made available to you) less any nominal value you pay for the Shares.

You will be subject to withholding for federal, state and local, income and employment taxes at the time you recognize income (upon the vesting of an RSU) under the rules described above with respect to common stock or cash received. Dividends, if any, that are paid to you prior to the time that you recognize income on account of the receipt of common stock, are taxed as additional compensation and not as dividend income. Dividends received after you recognize income are taxed as dividends. The tax basis in the common stock received will equal the amount recognized by you as compensation income, not including any compensation income recognized on the dividends received prior to receipt of the common stock, under the rules described above, and your capital gains holding period in those shares will commence on the date you recognize income. Any gain or loss from the sale of the common stock received will be capital gain or loss, measured by the difference between the amount realized on the sale and tax basis in the shares. Such gain or loss will be a long-term capital gain or loss if the shares have a holding period of more than one year.

In the event of a Change of Control within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, the acceleration of vesting of the RSU may cause you to be subject to a 20% excise tax as an “excess parachute payment” under that section.

In order to ensure any such tax withholding and the payment of the nominal value of the Shares, the Company may require that you sell a portion of the Shares or ADSs underlying the RSUs in a “sell-to-cover” transaction. In such case, you are required to follow our instructions in facilitating any such transaction, including your entering into a 10b5-1 plan and other associated account opening forms and authorizations, with any broker or other third party designated by us. You will not be able to sell or transfer the Shares or ADSs received before tax withholding and nominal value payments are satisfied. By accepting this award, you expressly consent to any cash or Share withholding as provided for in this paragraph. All income and other taxes related to the RSU award and any Shares or ADSs delivered in payment thereof are your sole responsibility.

Exhibit (d)(8)

==> picture [87 x 42] intentionally omitted <==

June 18, 2009

Dear Employee:

On June 15, 2009, the Board of Directors of NICE-Systems Ltd. (“NICE”) approved a reduction in the exercise price per share of NICE’s options to acquire ordinary shares, granted on September 2, 2008 under NICE’s 2008 Share Incentive Plan (the “Eligible Options”) held by active employees of NICE based in Israel, Hong Kong, the United States, and the United Kingdom. Prior to the reduction in price, the Eligible Options had an exercise price of $30.25 per share, and after the reduction in price the exercise price will be $22.53 (the “Reduced Exercise Price”), which was the closing price of the Company’s American Depositary Shares on the NASDAQ Global Select Market on June 15, 2009.

On September 2, 2008 you where granted an Eligible Option for ordinary shares that is eligible to receive the Reduced Exercise Price. In relation to the Reduced Exercise Price for your Eligible Option, you are required to provide a signed declaration form (provided with this letter) confirming that you understand the expected tax consequences of the tax ruling from the Israeli Tax Authority described therein, and will abide by it and not request to change or replace it with another tax arrangement.

Prior to executing this letter and the declaration, we advise you to consult with your tax and financial advisors with respect to any tax consequences you may experience as a result of the exercise price reduction of your Eligible Option.

Other than the exercise price reduction, the terms of your Eligible Option shall remain unchanged.

If you should have any questions regarding this letter or the declaration, please contact Tzur Tamir or David Whitefield.

Sincerely,

Shuli Sharabani Ishai Dafna Gruber Corp. VP, HR CFO

I, the undersigned, consent to the repricing of my Eligible Option, as stated in this letter:

—————————————— —————————————— Name Signature

Exhibit (d)(9)

NICE SYSTEMS, LTD.

2008 SHARE INCENTIVE PLAN

Personal - Confidential

Dear ______________,

NOTICE OF AN OPTION AWARD ACCORDING TO SECTION 102 OF THE INCOME TAX ORDINANCE

Grantee Oracle ID: Name of Grantee: Date of Grant: Number of Shares Subject to Options: Exercise Price Per Share: Expiration Date:

August 5, 2009

$22.53 6 Years from the Date of Grant

Type of Grant: 102 Options under the Capital Gains Route.

You shall be entitled to acceleration of the vesting of your Options under the conditions set forth in Section 7.4(b) of the Plan.

The main terms of the Options, including your right to exercise such Options, are detailed in the Plan and in this Award Notice. Furthermore, the Options are subject to the following provisions:

The Options are exercisable by you, subject to the aforesaid and to the other terms of the Plan, following the lapse of their Vesting Schedule and until their Expiration Date, as defined above (the “ Exercise Period ”). In the event any Options remain unexercised following the lapse of the Exercise Period, such Options and all the rights attached thereto shall expire.

1. Exercise of Options:

2. Israel Tax Consequences:

The Israel tax consequences of this grant are discussed in Appendix A attached hereto.

Trust:

4. Plan:

5. Participation in the Plan:

6. Non-Transferability:

7. Understanding the Plan:

Sincerely yours,

Nice Systems Ltd.

Consent

Grantee’s Name:

Signature: Date:

APPENDIX A TO NOTICE OF OPTION AWARD

Israel Tax Consequences of Option Grant

Your attention is drawn to the Plan (particularly Paragraph 14 and Appendix A) in relation to the liability and withholding of Taxes. Any Tax resulting from the grant, vesting, or exercise of any Options (as applicable), or the subsequent disposition of, Shares subject thereto or from any other event or act (of the Company or yours), shall be borne exclusively by you, and the Company shall bear no liability in respect of any applicable Tax or expense resulting therefrom. The Company will withhold any such Tax which it is obligated to deduct as a result of these events.
The Option award is subject to the provisions of Section 102 of the Income Tax Ordinance [New version], 1961 (“ Section 102 ” and the “ Ordinance ”, respectively) as updated from time to time, as well as regulations promulgated thereunder (for example, Income Tax Rules (Tax Relief in Issuance of Shares to Employees), 2003) and statements of practices or circulars issued by the Israeli Tax Authority in this regard from time to time (collectively “ Israeli Tax Law ”).
The Company elected the Capital Gains Route in Section 102(b)(2) of the Ordinance (the “ Capital Gains Route ”) for the purpose of the taxation of your income and gains from the Options. In accordance with the Capital Gains Route and current Israeli Tax Law, as the Options or the Exercised Shares are to be held in trust by the Trustee (see Section 3 below) for the applicable period of time (which is currently two years from the date of this Award) (the “ Trust Period ”), then generally, a portion of the income and gains derived from the sale of Exercised Shares may be classified as capital gains rather than ordinary work income, as described below:
- (i) Since there is an exercise price of NIS 1.00 per Option, a benefit is derived at the time of grant of the Options, which is equal to the difference between (a) the average closing price of the Company’s Share or ADR on a stock exchange during 30 trading days prior to the Date of Grant, and (b) NIS 1.00 per Share. Such benefit, multiplied by the relevant number of Exercised Shares (and minus any stock administration fees), will be subject to Tax at the time of sale of the Exercised Shares, or a Transfer, as ordinary work income (i.e. at your marginal tax rate).[1] In addition, this gain may be subject to social security and national health insurance payments as required by applicable law.

     - The benefit, if any, derived at the time of grant of the Options, which is equal to the difference between (a) the average closing price of the Company’s Share or ADR on a stock exchange during 30 trading days prior to the Date of Grant, and (b) $22.53 per Share, multiplied by the relevant number of Exercised Shares (and minus any stock administration fees), will be subject to Tax at the time of sale of the Exercised Shares, or a Transfer, as ordinary work income (i.e. at your marginal tax rate).[2] In addition, this gain may be subject to social security and national health insurance payments as required by applicable law. 

  - (ii) Any excess gain from the sale of Exercised Shares, above the benefit amount described in the previous clause, will be classified as capital gains under the Capital Gains Route, and will be subject to a tax rate of 25%, which under certain circumstances and subject to certain conditions is a lower tax rate than the tax rate applicable to ordinary work income.

Please note that any Tax payable, as described above, will be withheld at source by the Company at the time of sale of the Exercised Shares or a Transfer, in accordance with the provisions of Israeli Tax Law, and the transfer of Exercised Shares to you is conditioned upon the payment of such Tax.
Please note further that any change in your personal circumstances, for example, a relocation to another country, may result in tax consequences or changes in the tax treatment of your Options, and you are advised to seek specific tax advice in any such case.
The complete current versions of Israeli Tax Law as well as an explanatory helpsheet shall be delivered to you upon your request by the Company’s Corporate VP Finance.
Please note that in accordance with the Capital Gains Route and current Israeli Tax Law, you shall not be entitled to sell the Exercised Shares or execute a Transfer, prior to the lapse of the Trust Period. Furthermore, any and all rights issued in respect of the Exercised Shares, including bonus shares but excluding cash dividends (“ Rights ”), shall be deposited with the Trustee and held thereby until the lapse of the Trust Period, and such Rights shall be subject to the Capital Gains Route. Notwithstanding the aforesaid, in the event that you do sell Exercised Shares or Rights or execute a Transfer prior to the lapse of the Trust Period , tax will be withheld at source by the Company in accordance with Israeli Tax Law. In such case, your income and gains shall be classified and taxed as ordinary work income, rather than capital gains.
The Options are subject to the provisions of a special tax ruling. For further information you are referred to Chapter 13 of the Exchange Offer.

1 The above tax description is a general summary only and does not refer to expenses involved with the exercise of Options and sale of Exercised Shares or changes in the Israeli Consumer Price Index or foreign currency exchange rates, which may impact the final tax calculation.
2 The above tax description is a general summary only and does not refer to expenses involved with the exercise of Options and sale of Exercised Shares or changes in the Israeli Consumer Price Index or foreign currency exchange rates, which may impact the final tax calculation.

Exhibit (d)(10)

NICE SYSTEMS, LTD.

2008 SHARE INCENTIVE PLAN

Personal – Confidential

Dear ______________,

AWARD NOTICE OF AN OPTION FOR OPTIONEES SUBJECT TO UNITED STATES TAX

The Board of Directors has adopted a resolution dated June 15, 2009, to exchange certain outstanding share options held by you for the options described herein. Accordingly, we, Nice Systems Ltd. (the “Company” ), pursuant to our “Nice Systems Ltd. 2008 Share Incentive Plan” and its addendum for U.S. Grantees (collectively, the “ Plan ”), hereby grant you options (the “ Options ”) to purchase the number of shares of the Company’s Ordinary Shares, nominal value NIS 1.00 each (the “ Shares ” ) set forth below. The Options are subject to all of the terms and conditions as set forth herein and in the Plan, all of which are incorporated herein in their entirety. Unless otherwise stated, all capitalized terms in this Award Notice shall be interpreted as defined in the Plan.

Grantee Oracle ID: Name of Grantee: Date of Grant: June 15, 2009 Number of Shares Subject to Options: Exercise Price Per Share: $22.53 Expiration Date: 6 Years from the Date of Grant

Type of Grant: Non-qualified stock option.

Vesting Schedule:

25% of the Options shall vest on each of the first, second, third, and fourth anniversaries of the Date of Grant. If the number of shares subject to your Options is not divisible by four, then the remaining shares will be allocated to the fourth vesting date.

You shall be entitled to acceleration of the vesting of your Options under the conditions set forth in Section 7.4(b) of the Plan.

The main terms of the Options, including your right to exercise such Options, are detailed in the Plan and in this Award Notice. Furthermore, the Options are subject to the following provisions:

1. Exercise of Options:

Once the Options may be exercised (subject to the provisions hereto) and all other conditions for exercising the Options are fulfilled, you are entitled to notify Tamir Fishman or any other service provider designated by the Company, by delivering a “ Notice of Exercise ” (in the form that will be provided to you by Tamir Fishman or any other service provider designated by the Company), that you wish to exercise a certain number of Options (but not more than the number of Options that have become exercisable until such date). The Notice of Exercise shall be accompanied by payment for the Shares, equal to the product of (x) the number of Options you wish to exercise, and (y) the Exercise Price per Share.

United States Income Tax Consequences.

The United States Income Tax Consequences of this grant are discussed in Appendix A attached hereto.

2. Plan:

3. Participation in the Plan:

Your participation in the Plan is conditioned upon your signing this Award Notice and the undertaking below, and meeting all the requirements set by applicable law.

4. Non-Transferability:

5. Understanding the Plan:

6. Securities Law Requirements.

The Company shall not be required to issue Shares underlying the Options to citizens or residents of the U.S. unless and until (a) such Shares have been duly listed upon each stock exchange on which the Shares are then registered, (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares then effective and (c) such issuance is not prohibited under applicable State or Federal securities laws, Company securities trading policies and any other legal requirements. In addition, the Company may determine that you may only receive American Depositary Shares (“ADSs”) instead of Shares upon exercise of the Option.

Sincerely yours,

Nice – Systems Ltd.

Consent

Grantee's Name: _________ Signature: __________________ Date: ____________

APPENDIX A – OPTION AWARD NOTICE

United States Income Tax Consequences of Option Grant

The following summarizes the United States income tax consequences of the grant of options based upon the law and regulations in effect on the date hereof. You are reminded that the law can change at any time, possibly retroactively, so you are advised to consult with your own suitably qualified independent tax adviser with respect to the tax consequences of receiving and exercising options or disposing of shares.

You will not recognize income at the time of the grant of the option. You will recognize compensation income at the time you exercise the option in an amount equal to the fair market value of the shares of stock subject to the option (determined at the time of exercise) over the exercise price paid.

You will be subject to withholding for federal, state and local, income and employment taxes at the time you exercise the Option. The tax basis in the stock received upon exercise will equal the amount recognized by you as compensation income plus the aggregate exercise price paid to exercise the Option and your capital gains holding period in those shares will commence on the date of exercise. Any gain or loss from the sale of the stock received should be capital gain or loss, measured by the difference between the amount realized on the sale and your tax basis in the shares. Such gain or loss will be a long-term capital gain or loss if the shares have a holding period of more than one year.

In the event of a Change of Control within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, the acceleration of vesting and exercisability of the option may cause you to be subject to a 20% excise tax as an “excess parachute payment” under that section.

You are required to follow the instructions of the Company in order to ensure compliance with any such tax withholding and the payment of the aggregate exercise price for the Shares, and the transfer of Exercised Shares to you is conditioned upon the payment of such amounts.

AI assistant

Nice Ltd. — M&A Activity 2009

6950_rns_2009-06-24_929fa3d0-116e-4de0-9864-63669e6736ea.pdf

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

NICE-SYSTEMS LTD.

ITEM 1. Summary Term Sheet .

ITEM 2. Subject Company Information .

ITEM 3. Identity and Background of Filing Person .

ITEM 4. Terms of the Transaction.

ITEM 5. Past Contacts, Transactions, Negotiations and Agreements .

ITEM 6. Purposes of the Transaction and Plans or Proposals.

ITEM 7. Source and Amount of Funds or Other Consideration .

(d) Borrowed Funds . Not applicable.

ITEM 8. Interest In Securities of the Subject Company .

ITEM 9. Person/Assets, Retained, Employed, Compensated or Used .

(a) Solicitations or Recommendations . Not applicable.

(b) Pro Forma Information . Not applicable.

NICE-SYSTEMS LTD.

OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS

IMPORTANT

SUMMARY TERM SHEET

Q.1. What options are covered by this Exchange Offer and who is eligible to participate in the Exchange Offer?

Q.2. Why are we making this Exchange Offer?

Q.3. Are there conditions to this Exchange Offer?

Q.4. What if I am not a resident of Israel, Hong Kong, the United States or the United Kingdom on each of the commencement date and expiration date of the Exchange Offer?

Q.5. What if I am not an employee of the Company on the date the Exchange Offer expires, or if I have previously given or received notice of termination of my employment?

Q.6. How many New Options or New RSUs will I receive in exchange for the Eligible Options I surrender for exchange?

Q.7. What is an RSU?

Q.8. When will I receive my New Options or New RSUs?

Q.9. What will the exercise price of the New Options and New RSUs be?

Example:

Q.10. When will the New Options and New RSUs vest?

Q.11. Will I have to pay income taxes if I exchange my Eligible Options in this Exchange Offer?

United States

Hong Kong

United Kingdom

United States

Israel

Hong Kong

United Kingdom

Q.13. Will I have to wait longer to purchase ordinary shares under my New Options or New RSUs than I would under the Eligible Options I surrender?

Q.14. When will the New Options and New RSUs expire?

Q.15. Am I required to participate in the Exchange Offer?

No. Participation in the Exchange Offer is completely voluntary. (See Section 1)

Q.16. If I elect to participate in this offer, do I have to exchange all of my Eligible Options or can I just exchange some of them?

Q.17. What do I need to do to participate in the offer?

Q.18. Can I change my election regarding Eligible Options I surrender?

Q.19. Will I be required to give up all my rights to the surrendered Eligible Options?

Q.20. What if the Company enters into a merger or other similar transaction in which there is a change in control of the Company prior to the grant of New Options?

Q.21. What happens to my Eligible Options if I elect not to surrender my Eligible Options pursuant to this Exchange Offer?

Q.22. Will the New Options and New RSUs issued have an effect on the pool of shares available for future grant under the 2008 plan?

Q.23. When does this Exchange Offer expire? Can this Exchange Offer be extended and, if so, how will I know if it is extended?

Q.24. What do we recommend you do in response to this Exchange Offer?

Q.25. Who can I talk to if I have questions about this Exchange Offer?

RISKS RELATED TO THIS EXCHANGE OFFER

Tax - Related Risks for Israeli Tax Residents

Tax - Related Risks for U.S. Citizens and Tax Residents

Tax - Related Risks for Hong Kong and United Kingdom Residents

Tax - related Risks for Tax Residents of Multiple Countries

THE EXCHANGE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

2. PURPOSE OF THIS EXCHANGE OFFER.

3. PROCEDURES FOR SURRENDERING ELIGIBLE OPTIONS.

4. CHANGE IN ELECTION.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND GRANT OF NEW OPTIONS AND NEW RSUs.

6. CONDITIONS OF THIS EXCHANGE OFFER.

7. PRICE RANGE OF ADSs AND ORDINARY SHARES.

Trading in our ADSs

Trading in our Ordinary Shares

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS AND NEW RSUs.

2008 Share Incentive Plan

Background; Purpose

Administration

Types of Awards

Vesting Period; Transferability

Number of Shares

Options

Restricted Share Units (RSUs)

Nice Ltd. M&A Activity 2009