X0202 4 2007-07-02 0 0001166388 VERINT SYSTEMS INC VRNT 0001208483 SPERLING MEIR 33 MASKIT. HERZLIYA PETUACH L3 L3 46733 ISRAEL 0 1 0 0 President, APAC Common Stock 2007-07-02 4 A 0 11300 0 A 31300 D Common Stock 2007-07-02 4 A 0 27200 0 A 58500 D Each respresents a contingent right to receive one share of Verint common stock. 33% of the award vests on the later to occur of (1) March 15, 2008 and (2)(a) Verint becoming compliant with its reporting obligations under the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and (b) shares of Verint's common stock being listed on one or more established stock exchanges or national market systems, including without limitation The Nasdaq Global Market (the events in clauses (a) and (b) collectively referred to as the "Compliance Event"); 33% on the later of (1) March 15, 2009 and (2) the Compliance Event; and 34% on the later of (1) July 2, 2010 and (2) the Compliance Event. Each represents a contingent right to receive one share of Verint common stock. The award vests (1) 50% on the later to occur of March 15, 2008 and the Compliance Event and (2) 50% on the later to occur of July 2, 2010 and the Compliance Event. /s/ Peter D. Fante as Attorney in Fact for Meir Sperling 2007-07-05