VERINT SYSTEMS INC — Director's Dealing 2010

Mar 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VERINT SYSTEMS INC (VRNT)
CIK: 0001166388
Period of Report: 2010-03-17

Reporting Person: PARCELL DAVID (Managing Director, EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-17	Common Stock	A	16202	—	Acquired	69721	Direct
2010-03-17	Common Stock	D	8556	$24.58	Disposed	61165	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-17	Common Stock	$0	A	11798	Acquired		Common Stock (11798)	Direct

Footnotes

F1: Each represents a contingent right to receive one share of Verint Common Stock on the applicable vesting date. The earned portion of the first 1/3 of the award vested on March 17, 2010 as a result of the Stock Option Committee's determination of the Company's achievement of a specified revenue target for the period from February 1, 2009 through January 31, 2010. The vesting of the remaining 2/3 of the award (which is not included in Table I) remains subject to the determination of the achievement of certain performance goals.

F2: On November 24, 2009, our board of directors approved a limited stock repurchase program to enable us to offer to repurchase from each executive officer the number of shares necessary to satisfy such officer's minimum tax withholding obligation in connection with equity vesting-related tax events that occur during a company-imposed trading blackout. These shares were repurchased under such program in connection with the vesting described in the previous footnote.

F3: Each represents a contingent right to receive one share of Verint Common Stock upon the applicable vesting date. The award is scheduled to vest 1/3 on April 4, 2011, 1/3 on April 4, 2012, and 1/3 on April 4, 2013, but in no event prior to the date the Company has sufficient available capacity under one or more current or future shareholder-approved equity plans for all equity awards granted on March 17, 2010, May 20, 2009, March 4, 2009 and May 28, 2008, in each case, which remain outstanding at such time, to vest in compliance with Nasdaq restrictions relating to the use of assumed equity plans (the "Vesting Condition"). In the event that the award does not vest as scheduled because of the Vesting Condition, the Company has the right, in its sole discretion, to pay the portion of the award scheduled to vest in cash on the scheduled vesting date or at any time until the Vesting Condition is satisfied.

F4: See Footnote 3 above.

F5: There is no expiration date.