VERINT SYSTEMS INC — Director's Dealing 2010

Jul 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VERINT SYSTEMS INC (VRNT)
CIK: 0001166388
Period of Report: 2010-07-06

Reporting Person: PARCELL DAVID (Managing Director, EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-06	Common Stock	F	4336	$23.80	Disposed	51535	Direct
2010-07-06	Common Stock	F	4080	$23.80	Disposed	47455	Direct
2010-07-06	Common Stock	A	7951	—	Acquired	55406	Direct
2010-07-06	Common Stock	F	4057	$23.80	Disposed	51349	Direct
2010-07-06	Common Stock	A	13366	—	Acquired	64715	Direct
2010-07-06	Common Stock	F	6818	$23.80	Disposed	57897	Direct
2010-07-06	Common Stock	A	13367	—	Acquired	71264	Direct
2010-07-06	Common Stock	F	6819	$23.80	Disposed	64445	Direct

Footnotes

F1: The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting on July 6, 2010 of 8,500 shares of common stock previously granted under the Company's Stock Incentive Compensation Plan on July 2, 2007 and reported on row 1 of Table I of the Form 4 filed on July 5, 2007. Such grant vested as a result of satisfaction of the Compliance Event Conditions described in "Remarks" below.

F2: The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting on July 6, 2010 of 8,000 shares of common stock previously granted under the Company's Stock Incentive Compensation Plan on July 2, 2007 and reported on row 2 of Table I of the Form 4 filed on July 5, 2007. Such grant vested as a result of satisfaction of the Compliance Event Conditions described in "Remarks" below.

F3: Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the satisfaction of the Compliance Event Conditions described in "Remarks" below, the earned portion of the award vested on July 6, 2010.

F4: The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above.

F5: Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. As a result of the satisfaction of the Compliance Event Condition described in "Remarks" below, 2/3 of the award vested on July 6, 2010 and 1/3 will vest on May 28, 2011.

F6: The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above.

F7: Each represents a contingent right to receive one share of Verint Common Stock upon the applicable vesting date. As a result of the satisfaction of the Compliance Event Condition described in "Remarks" below, the earned portion of the first 2/3 of the award vested on July 6, 2010. The vesting of the remaining 1/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals.

F8: The Company repurchased these shares under the Officer Repurchase Program described in "Remarks" below, to enable the reporting person to make required tax payments resulting from the vesting of the grant disclosed in the row directly above.