SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 3/29/18 Verint Systems Inc 10-K 1/31/18 157:18M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.53M 3: EX-10.10 Material Contract HTML 103K 4: EX-10.14 Material Contract HTML 123K 5: EX-10.22 Material Contract HTML 50K 2: EX-10.8 Material Contract HTML 81K 7: EX-21.1 Subsidiaries List HTML 68K 8: EX-23.1 Consent of Experts or Counsel HTML 52K 6: EX-12.1 Statement re: Computation of Ratios HTML 73K 9: EX-31.1 Certification -- §302 - SOA'02 HTML 57K 10: EX-31.2 Certification -- §302 - SOA'02 HTML 57K 11: EX-32.1 Certification -- §906 - SOA'02 HTML 53K 12: EX-32.2 Certification -- §906 - SOA'02 HTML 53K 19: R1 Document and Entity Information HTML 78K 20: R2 Consolidated Balance Sheets HTML 163K 21: R3 Consolidated Balance Sheets (Parenthetical) HTML 72K 22: R4 Consolidated Statements of Operations HTML 130K 23: R5 Consolidated Statements of Comprehensive Loss HTML 82K 24: R6 Consolidated Statements of Stockholders' Equity HTML 115K 25: R7 Consolidated Statements of Cash Flows HTML 159K 26: R8 Summary of Significant Accounting Policies HTML 177K 27: R9 Net (Loss) Income Per Common Share Attributable to HTML 98K Verint Systems Inc. 28: R10 Cash, Cash Equivalents, and Short-Term Investments HTML 116K Cash, Cash Equivalents, and Short-Term Investments 29: R11 Business Combinations HTML 177K 30: R12 Intangible Assets and Goodwill HTML 176K 31: R13 Long-Term Debt HTML 149K 32: R14 Supplemental Consolidated Financial Statement HTML 163K Information 33: R15 Stockholders' Equity HTML 145K 34: R16 Research and Development, Net HTML 74K 35: R17 Income Taxes HTML 247K 36: R18 Fair Value Measurements HTML 155K 37: R19 Derivative Financial Instruments HTML 141K 38: R20 Stock-Based Compensation and Other Benefit Plans HTML 180K 39: R21 Commitments and Contingencies HTML 112K 40: R22 Segment, Geographic, and Significant Customer HTML 150K Information 41: R23 Selected Quarterly Financial Information HTML 126K (Unaudited) Selected Quarterly Financial Information (Unaudited) 42: R24 Summary of Significant Accounting Policies HTML 255K (Policies) 43: R25 Summary of Significant Accounting Policies Summary HTML 69K of Significant Accounting Policies (Tables) 44: R26 Net (Loss) Income Per Common Share Attributable to HTML 98K Verint Systems Inc. (Tables) 45: R27 Cash, Cash Equivalents, and Short-Term Investments HTML 112K Cash, Cash Equivalents, and Short-Term Investments (Tables) 46: R28 Business Combinations (Tables) HTML 140K 47: R29 Intangible Assets and Goodwill (Tables) HTML 173K 48: R30 Long-Term Debt (Tables) HTML 118K 49: R31 Supplemental Consolidated Financial Statement HTML 174K Information (Tables) 50: R32 Stockholders' Equity (Tables) HTML 139K 51: R33 Research and Development, Net Research and HTML 69K Development, Net (Tables) 52: R34 Income Taxes Income Taxes (Tables) HTML 238K 53: R35 Fair Value Measurements (Tables) HTML 148K 54: R36 Derivative Financial Instruments (Tables) HTML 136K 55: R37 Stock-Based Compensation and Other Benefit Plans HTML 157K (Tables) 56: R38 Commitments and Contingencies Commitments and HTML 89K Contingencies (Tables) 57: R39 Segment, Geographic, and Significant Customer HTML 146K Information (Tables) 58: R40 Selected Quarterly Financial Information HTML 122K (Unaudited) Selected Quarterly Financial Information (Unaudited) (Tables) 59: R41 Summary of Significant Accounting Policies Summary HTML 52K of Significant Accounting Policies - Recasting of Prior Periods Segment Information (Details) 60: R42 Summary of Significant Accounting Policies - HTML 57K Consolidation (Details) 61: R43 Summary of Significant Accounting Policies Summary HTML 58K of Significant Accounting Policies - Investments (Details) 62: R44 Summary of Significant Accounting Policies Summary HTML 53K of Significant Accounting Policies - Unbilled Accounts Receivable (Details) 63: R45 Summary of Significant Accounting Policies Summary HTML 58K of Significant Accounting Policies - Concentrations of Credit Risk (Details) 64: R46 Summary of Significant Accounting Policies Summary HTML 61K of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) 65: R47 Summary of Significant Accounting Policies Summary HTML 68K of Significant Accounting Policies - Useful Lives; Impairments (Details) 66: R48 Summary of Significant Accounting Policies Summary HTML 52K of Significant Accounting Policies - Segment Reporting (Details) 67: R49 Summary of Significant Accounting Policies Summary HTML 60K of Significant Accounting Policies - Revenue Recognition (Details) 68: R50 Summary of Significant Accounting Policies Summary HTML 59K of Significant Accounting Policies - Cost of Revenue; Capitalized Software Development (Details) 69: R51 Summary of Significant Accounting Policies Summary HTML 54K of Significant Accounting Policies - Foreign Currency Gains and Losses (Details) 70: R52 Summary of Significant Accounting Policies Summary HTML 54K of Significant Accounting Policies - Net Income (Loss) Per Share (Details) 71: R53 Summary of Significant Accounting Policies Summary HTML 62K of Significant Accounting Policies - Impact of Asu No. 2016-16 (Details) 72: R54 Summary of Significant Accounting Policies Summary HTML 58K of Significant Accounting Policies - Impact of Asu No. 2014-09 (Details) 73: R55 Net (Loss) Income Per Common Share Attributable to HTML 91K Verint Systems Inc. Net (Loss) Income Per Common Share Attributable to Verint Systems Inc. - Calculation (Details) 74: R56 Net (Loss) Income Per Common Share Attributable to HTML 61K Verint Systems Inc. Net (Loss) Income Per Common Share Attributable to Verint Systems Inc. - Antidilutive Securities (Details) 75: R57 Net (Loss) Income Per Common Share Attributable to HTML 57K Verint Systems Inc. Net (Loss) Income Per Common Share Attributable to Verint Systems Inc. - Other Details (Details) 76: R58 Cash, Cash Equivalents, and Short-Term Investments HTML 87K Cash, Cash Equivalents, and Short-Term Investments (Details) 77: R59 Business Combinations Business Combinations - Year HTML 78K Ended January 31, 2018 - Summary (Details) 78: R60 Business Combinations Business Combinations - Year HTML 94K Ended January 31, 2018 - Purchase Price Allocations (Details) 79: R61 Business Combinations Business Combinations - Year HTML 70K Ended January 31, 2018 - Intangible Assets Useful Lives (Details) 80: R62 Business Combinations Business Combinations - Year HTML 71K Ended January 31, 2017 - Contact Solutions (Details) 81: R63 Business Combinations Business Combinations - Year HTML 76K Ended January 31, 2017 - Opinionlab (Details) 82: R64 Business Combinations Business Combinations - Year HTML 114K Ended January 31, 2017 - Purchase Price Allocations (Details) 83: R65 Business Combinations Business Combinations - Year HTML 73K Ended January 31, 2017 - Intangible Assets Useful Lives (Details) 84: R66 Business Combinations Business Combinations - Year HTML 78K Ended January 31, 2016 - Summary (Details) 85: R67 Business Combinations Business Combinations - Year HTML 94K Ended January 31, 2016 - Purchase Price Allocations (Details) 86: R68 Business Combinations Business Combinations - Year HTML 70K Ended January 31, 2016 - Intangible Asset Useful Lives (Details) 87: R69 Business Combinations Business Combinations - HTML 66K Other Business Combination Information (Details) 88: R70 Intangible Assets and Goodwill - Intangible Assets HTML 81K (Details) 89: R71 Intangible Assets and Goodwill Intangible Assets HTML 58K and Goodwill - Intangible Assets by Reportable Segment (Details) 90: R72 Intangible Assets and Goodwill Intangible Assets HTML 61K and Goodwill - Amortization and Impairment (Details) 91: R73 Intangible Assets and Goodwill Intangible Assets HTML 67K and Goodwill - Future Amortization of Intangible Assets (Details) 92: R74 Intangible Assets and Goodwill Intangible Assets HTML 66K and Goodwill - Goodwill Reallocation (Details) 93: R75 Intangible Assets and Goodwill - Goodwill HTML 78K (Details) 94: R76 Long-Term Debt - Summary (Details) HTML 82K 95: R77 Long-Term Debt - 1.50% Convertible Senior Notes HTML 110K (Details) 96: R78 Long-Term Debt - Note Hedges and Warrants HTML 65K (Details) 97: R79 Long-Term Debt Long-Term Debt - Prior Credit HTML 74K Agreement - Summary (Details) 98: R80 Long-Term Debt Long-Term Debt - Prior Credit HTML 61K Agreement - Interest Rate Details (Details) 99: R81 Long-Term Debt Long-Term Debt - 2017 Credit HTML 70K Agreement - Summary (Details) 100: R82 Long-Term Debt Long-Term Debt - 2017 Credit HTML 67K Agreement - Interest Rate Details (Details) 101: R83 Long-Term Debt Long-Term Debt - Loss on Partial HTML 56K Early Retirement of 2017 Term Loans (Details) 102: R84 Long-Term Debt Long-Term Debt - Interest Rates HTML 56K (Details) 103: R85 Long-Term Debt Long-Term Debt - Debt Covenant HTML 53K (Details) 104: R86 Long-Term Debt Long-Term Debt - Loss on Early HTML 69K Retirement of 2014 Term Loans (Details) 105: R87 Long-Term Debt Long-Term Debt - 2017 Credit HTML 60K Agreement Issuance Costs (Details) 106: R88 Long-Term Debt - Future Amortization (Details) HTML 76K 107: R89 Long-Term Debt Long-Term Debt - Interest Expense HTML 72K (Details) 108: R90 Supplemental Consolidated Financial Statement HTML 181K Information (Details) 109: R91 Stockholders' Equity Stockholders' Equity - HTML 53K Dividends on Common Stock (Details) 110: R92 Stockholders' Equity Stockholders' Equity - Share HTML 52K Repurchase Program (Details) 111: R93 Stockholders' Equity - Treasury Stock (Details) HTML 69K 112: R94 Stockholders' Equity Stockholders' Equity - HTML 84K Schedule of Accumulated Other Comprehensive Income (Loss) (Details) 113: R95 Stockholders' Equity Stockholders' Equity - HTML 81K Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) (Details) 114: R96 Research and Development, Net Research and HTML 55K Development, Net - R&D Expenses and Grants (Details) 115: R97 Research and Development, Net Research and HTML 65K Development, Net - Capitalized Software Development Costs (Details) 116: R98 Income Taxes Income Taxes - Impact of 2017 Tax Act HTML 70K (Details) 117: R99 Income Taxes Income Taxes - Income (Loss) Before HTML 58K Taxes (Details) 118: R100 Income Taxes Income Taxes - Provision for Income HTML 79K Taxes (Details) 119: R101 Income Taxes Income Taxes - Effective Tax Rate HTML 96K Reconciliation (Details) 120: R102 Income Taxes Income Taxes - U.S. Tax Rates HTML 56K (Details) 121: R103 Income Taxes Income Taxes - Special Tax Rates HTML 63K (Details) 122: R104 Income Taxes Income Taxes - Deferred Income Taxes HTML 100K (Details) 123: R105 Income Taxes Income Taxes - Deferred Income Tax HTML 63K Information (Details) 124: R106 Income Taxes Income Taxes - Carryforwards HTML 73K (Details) 125: R107 Income Taxes Income Taxes - Foreign Withholding HTML 52K Taxes (Details) 126: R108 Income Taxes Income Taxes - Valuation Allowances HTML 76K (Details) 127: R109 Income Taxes Income Taxes - Unrecognized Tax HTML 71K Benefits (Details) 128: R110 Income Taxes Income Taxes - Unrecognized Tax HTML 63K Benefits - Information (Details) 129: R111 Fair Value Measurements - Fair Value Table HTML 101K (Details) 130: R112 Fair Value Measurements - Contingent Consideration HTML 75K Table (Details) 131: R113 Fair Value Measurements Fair Value Measurements - HTML 68K Option to Acquire Noncontrolling Interests (Details) 132: R114 Fair Value Measurements - Other Fair Value HTML 61K Disclosures (Details) 133: R115 Derivative Financial Instruments - Assets and HTML 83K Liabilities (Details) 134: R116 Derivative Financial Instruments Derivative HTML 62K Financial Instruments - Interest Rate Swap Agreement (Details) 135: R117 Derivative Financial Instruments - Gains and HTML 80K Losses (Details) 136: R118 Stock-Based Compensation and Other Benefit Plans HTML 58K Stock-Based Compensation and Other Benefit Plans - 2017 Long-Term Stock Incentive Plan (Details) 137: R119 Stock-Based Compensation and Other Benefit Plans HTML 68K Stock-Based Compensation and Other Benefit Plans - Stock-Based Compensation - by Line Item (Details) 138: R120 Stock-Based Compensation and Other Benefit Plans - HTML 72K Stock-Based Compensation - by Classification (Details) 139: R121 Stock-Based Compensation and Other Benefit Plans HTML 96K Stock-Based Compensation and Other Benefit Plans - Restricted Stock Units (Details) 140: R122 Stock-Based Compensation and Other Benefit Plans HTML 63K Stock-Based Compensation and Other Benefit Plans - Performance Restricted Stock Units (Details) 141: R123 Stock-Based Compensation and Other Benefit Plans HTML 80K Stock-Based Compensation and Other Benefit Plans - Stock Bonus Program (Details) 142: R124 Stock-Based Compensation and Other Benefit Plans HTML 80K Stock-Based Compensation and Other Benefit Plans - Bonus Share Program (Details) 143: R125 Stock-Based Compensation and Other Benefit Plans HTML 66K Stock-Based Compensation and Other Benefit Plans - Other Benefit Plans (Details) 144: R126 Commitments and Contingencies - Rent Expense; HTML 69K Purchase Obligations and Off-Balance Sheet Risk (Details) 145: R127 Commitments and Contingencies Commitments and HTML 91K Contingencies - Operating and Capital Lease Commitments (Details) 146: R128 Commitments and Contingencies Commitments and HTML 76K Contingencies - Warranty Obligations (Details) 147: R129 Commitments and Contingencies Commitments and HTML 53K Contingencies - Litigation (Details) 148: R130 Segment, Geographic, and Significant Customer HTML 52K Information Segment, Geographic, and Significant Customer Information - Reportable Operating Segments (Details) 149: R131 Segment, Geographic, and Significant Customer HTML 77K Information - Segment Revenue and Segment Contribution (Details) 150: R132 Segment, Geographic, and Significant Customer HTML 74K Information Segment, Geographic, and Significant Customer Information - Reconciliation of Segment Contribution to Operating Income (Details) 151: R133 Segment, Geographic, and Significant Customer HTML 82K Information Segment, Geographic, and Significant Customer Information - Revenue and Long-Lived Assets by Geography (Details) 152: R134 Segment, Geographic, and Significant Customer HTML 54K Information Segment, Geographic, and Significant Customer Information - Major Customers (Details) 153: R135 Selected Quarterly Financial Information HTML 78K (Unaudited) Selected Quarterly Financial Information (Unaudited) - Quarterly Data (Details) 154: R136 Selected Quarterly Financial Information HTML 52K (Unaudited) Selected Quarterly Financial Information (Unaudited) - Unusual Items (Details) 156: XML IDEA XML File -- Filing Summary XML 309K 155: EXCEL IDEA Workbook of Financial Reports XLSX 192K 13: EX-101.INS XBRL Instance -- vrnt-20180131 XML 5.56M 15: EX-101.CAL XBRL Calculations -- vrnt-20180131_cal XML 448K 16: EX-101.DEF XBRL Definitions -- vrnt-20180131_def XML 1.65M 17: EX-101.LAB XBRL Labels -- vrnt-20180131_lab XML 2.88M 18: EX-101.PRE XBRL Presentations -- vrnt-20180131_pre XML 2.20M 14: EX-101.SCH XBRL Schema -- vrnt-20180131 XSD 331K 157: ZIP XBRL Zipped Folder -- 0001166388-18-000013-xbrl Zip 511K
Exhibit |
1 | RESTRICTED STOCK UNITS; VESTING |
(a) | Subject to the terms of this Agreement, the Company hereby grants to Grantee the target number of performance-based restricted stock units (as may be further defined under the terms of the Plan, “Restricted Stock Units”) indicated in the Notice of Grant, and if provided in the Notice of Grant, the opportunity to earn additional Restricted Stock Units4 (if applicable, the “Overachievement Units”). |
(b) | Subject
to the terms of this Agreement, Grantee’s right to receive all or any portion of the Restricted Stock Units will be contingent upon the Company’s achievement of one or more performance goals specified in the performance matrix attached as Exhibit A to this Agreement (the “Performance Matrix”) measured over the performance period(s) specified in the Performance Matrix. |
(c) | If and when the Restricted Stock Units vest in accordance with the terms of the Plan, this Agreement, and the Notice of Grant without forfeiture, and upon the satisfaction of all other applicable conditions
as to the Restricted Stock Units, one Share shall be issuable to Grantee for each Restricted Stock Unit that vests on such date, which Shares, except as otherwise provided herein or in the Notice of Grant, will be free of any Company-imposed transfer restrictions. Notwithstanding any other provision of this Agreement, the Company reserves the right to settle the Award in cash or cancel the award for cash, based on the Fair Market Value of the Shares on the applicable vesting dates, subject to required withholding and in accordance with the customary payroll practices of the entity employing Grantee. |
(a) | Generally. Vesting of the Restricted Stock Units shall be in accordance with the Performance Matrix. If the calculations specified on the Performance Matrix would result in the vesting of a fraction of a Restricted Stock Unit, the result of the calculation will be rounded down to the nearest whole Restricted Stock Unit. |
(b) | Determination
of Earned Award. Not later than 60 days following the Board’s receipt of the Company’s audited financial statements covering the final year of the performance period applicable to a given category of Restricted Stock Units, the Committee will determine (i) whether and to what extent the performance goal(s) have been satisfied, (ii) the number of Restricted Stock Units vesting hereunder pursuant to the terms hereof, and (iii) whether all other conditions to receipt of the Shares have been met. The Committee’s determination of the foregoing shall be final and binding on Grantee absent a showing of manifest error. Notwithstanding any other provision of this Agreement, no Restricted Stock Units for a given category shall vest (x) until the Committee has made the foregoing determinations and (y) prior to the date or dates discussed in the next paragraph. |
(c) | Time
Vesting Limitation. For the avoidance of doubt, notwithstanding the determination of the Board or the Committee pursuant to the previous paragraph, no Restricted Stock Units will vest prior to the date or dates specified in the Notice of Grant. |
(d) | Other Vesting Provisions. Any Restricted Stock Units that do not become vested based on the foregoing provisions will be automatically forfeited by Grantee without consideration. Vesting shall cease upon the date Grantee’s Continuous Service terminates for any reason, unless otherwise determined by the Board or the Committee in its sole discretion or otherwise provided in a separate written agreement between the parties. |
(a) | Except
as otherwise provided herein, Grantee’s right to receive any of the Restricted Stock Units is contingent upon his or her remaining in the Continuous Service of the Company or a Subsidiary or Affiliate through the respective vesting dates specified in the Notice of Grant and hereunder. If Grantee’s Continuous Service terminates for any reason, all Restricted Stock Units which are then unvested shall, unless otherwise determined by the Board or the Committee in its sole discretion or subject to a separate written agreement between the parties, be cancelled and the Company shall thereupon have no further obligation thereunder. For the avoidance of doubt, subject to a separate written agreement between the parties, Grantee acknowledges and agrees that he or she has no expectation that any Restricted
Stock Units will vest on the termination of his or her Continuous Service for any reason and that he or she will not be entitled to make a claim for any loss occasioned by such forfeiture as part of any claim for breach of his or her employment or service contract or otherwise. |
(a) | Subject to Section 1.6 and any other applicable conditions
hereunder, as soon as administratively practicable following the vesting of Restricted Stock Units in accordance with the terms of this Agreement and the Notice of Grant (but in no event later than the date the short-term deferral period under Section 409A of the Code expires with respect to such vested Shares), the Company shall issue the applicable Shares and, at its option, (i) deliver or cause to be delivered to Grantee a certificate or certificates for the applicable Shares or (ii) transfer or arrange to have transferred the Shares to a brokerage account of Grantee designated by the Company. |
(b) | Notwithstanding
the foregoing, the issuance of Shares upon the vesting of a Restricted Stock Unit shall be delayed in the event the Company reasonably anticipates that the issuance of Shares would constitute a violation of U.S. federal securities laws, other applicable law, or Nasdaq rules. If the issuance of the Shares is delayed by the provisions of this paragraph, such issuance shall occur at the earliest date at which the Company reasonably anticipates issuing the Shares will not cause such a violation. For purposes of this paragraph, the issuance of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code or other tax legislation applicable to Grantee is not considered a violation of applicable law. |
(a) | Except
as provided herein, Grantee shall not have any rights as a stockholder with respect to any Shares to be distributed under this Agreement until he, she or it has become the holder of such Shares as provided in this Agreement. Until delivery of such Shares (or other settlement of the Award hereunder), Grantee will have only the rights of a general unsecured creditor of the Company. |
(b) | The Award is subject to the transferability restrictions under the Plan. |
(a) | The
Company shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company or its Subsidiary with respect to any income recognized by Grantee with respect to the Restricted Stock Units or the issuance of Shares pursuant to the terms of the Restricted Stock Units. |
(b) | Neither the Company nor any Subsidiary, Affiliate or agent makes any representation or undertaking regarding the treatment of any tax or withholding in connection with the grant, vesting or settlement of the Award or the subsequent sale of Shares subject to the Award. The
Company and its Subsidiaries and Affiliates do not commit and are under no obligation to structure the Award to reduce or eliminate Grantee’s tax liability, and none of the Company, any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to Grantee with respect thereto. |
(c) | Notwithstanding
the withholding provision in the Plan: |
(i) | If in the tax jurisdiction in which Grantee resides, a tax withholding obligation arises upon vesting of the Award (regardless of when the Shares underlying the Award are delivered to Grantee), or for non-employee directors of the Company in any jurisdiction, on each date that all or a portion of the Award actually vests, if (1) the Company does not have in place an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and there is not a Securities
Act exemption available under which Grantee may sell Shares or (2) Grantee is subject to a Company-imposed trading blackout, then unless Grantee has made other arrangements satisfactory to the Company, the Company will (x) with respect to employees of the Company, withhold from the Shares to be delivered to Grantee such number of Shares as are sufficient in value (as determined by the Company in its sole discretion) to cover the minimum amount of the tax withholding obligation and (y) with respect to non-employee directors of the Company, settle
40% of the portion of the Award then vesting in cash by paying Grantee cash (in accordance with the Company’s normal payroll practices) equal to the Fair Market Value of one Share for each Restricted Stock Unit being settled in such manner. |
(ii) | If in the tax jurisdiction in which Grantee resides, a tax withholding obligation arises upon delivery of the Shares underlying the Restricted Stock Units (regardless of when vesting occurs), then following each date that all or a portion of the Award actually vests, the Company will defer the delivery of the Shares otherwise deliverable
to Grantee until the earliest of: (1) the date Grantee’s employment with the Company (or a Subsidiary or Affiliate) is terminated (by either party), (2) the date that the short-term deferral period under Section 409A of the Code expires with respect to such vested Shares, or (3) the date on which the Company has in place an effective registration statement under the Securities Act or there is a Securities Act exemption available under which Grantee may sell Shares and on which Grantee is not subject to a Company-imposed trading blackout (the earliest of such dates, the “Delivery Date”). If on the Delivery Date (x) the Company does not have in place an effective registration
statement under the Securities Act and there is not a Securities Act exemption available under which Grantee may sell Shares or (y) Grantee is subject to a Company-imposed trading blackout, then unless Grantee has made other arrangements satisfactory to the Company, the Company will withhold from the Shares to be delivered to Grantee such number of Shares as are sufficient in value (as determined by the Company in its sole discretion) to cover the minimum amount of the tax withholding obligation. |
(d) | Grantee
is ultimately liable and responsible for all taxes owed by Grantee in connection with the Award, regardless of any action the Company or any of its Subsidiaries, Affiliates or agents takes with respect to any tax withholding obligations that arise in connection with the Award. Accordingly, Grantee agrees to pay to the Company or its relevant Subsidiary, Affiliate or agent as soon as practicable, including through additional payroll withholding (if permitted under applicable law), any amount of required tax |
(e) | The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of Shares of common stock to satisfy tax withholding obligations as it deems necessary or appropriate to facilitate and promote the conformity of Grantee’s transactions under this Agreement with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if such rule is applicable to transactions by Grantee. |
2 | CERTAIN
DEFINITIONS |
• | extraordinary
transactions or unbudgeted Company merger/acquisitions or similar activity, |
• | changes in applicable tax or other laws, rules, or regulations, |
• | changes in applicable revenue recognition or other accounting rules, requirements, or standards, or |
• | stock repurchases or dividends paid to stockholders, |
3 | REPRESENTATIONS OF GRANTEE |
4 | NOTICES |
5 | BINDING AGREEMENT |
6 | ENTIRE
AGREEMENT; AMENDMENT |
7 | GOVERNING LAW |
8 | SEVERABILITY |
9 | ONE-TIME GRANT; NO RIGHT TO CONTINUED SERVICE OR PARTICIPATION; EFFECT ON OTHER PLANS |
10 | NATURE OF THE GRANT |
11 | NO STRICT CONSTRUCTION |
12 | USE OF THE WORD “GRANTEE” |
13 | FURTHER ASSURANCES |
14 | CONSENT TO TRANSFER PERSONAL DATA |
15 | GOVERNING PLAN DOCUMENT |
16 | CERTAIN COUNTRY-SPECIFIC PROVISIONS |
Revenue
Achieved in Performance Period7 | Payout Percentage for Revenue Units |
Threshold ([__]% of Revenue Target) | [__]% |
Target (100% of Revenue Target) | [__]% |
Maximum ([__]% of Revenue Target) | [__]%8 |
EBITDA
Achieved in Performance Period9 | Payout Percentage for EBITDA Units |
Threshold ([__]% of EBITDA Target) | [__]% |
Target (100% of EBITDA Target) | [__]% |
Maximum ([__]% of EBITDA Target) | [__]%10 |
Relative
TSR Achieved in Performance Period11 | Payout Percentage for TSR Units |
< 25th percentile Relative TSR) | [__]% |
Threshold (25th percentile Relative TSR) | [__]% |
Target (50th percentile Relative TSR) | [__]% |
Maximum
(75th or > percentile Relative TSR) | [__]%12 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/22 Verint Systems Inc. 10-K 1/31/22 173:22M 3/31/21 Verint Systems Inc. 10-K 1/31/21 165:20M |