CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement is effective as of the 15 day of September, 2015 (the “Effective Date”), by and between Verint Systems Ltd. (“Verint”), a company organized under the laws of the State of Israel from 33 Maskit Street, Herzliya Israel 46733 and Meir Sperling, 5 Hadafna St., Tel Mond, 4060859, Israel (the “Consultant”).

WHEREAS Verint is in the business of development, manufacture and marketing of Security Intelligence Solutions (the “Business”); and

WHEREAS the Consultant has been an employee of Verint, and as of September 15, 2015 Consultant’s employment has been terminated pursuant to his Employment Agreement dated as of [DATE] (the “Employment Agreement”); and

WHEREAS the Consultant has the skills, experience and the ability to provide Verint with consulting services pursuant to this Agreement; and

WHEREAS, Verint desires to engage the Consultant, subsequent to the termination of the Employment Agreement, to provide it with certain consulting services related to the Business, as shall be instructed by Verint under the terms and conditions specified in this Agreement and set forth in Appendix A (the “Services”).

NOW THEREFORE, in consideration of the mutual promises and undertakings of the parties, it is hereby agreed as follows:

Verint hereby engages Consultant, and Consultant agrees to provide the Services and serve as a consultant of Verint in connection with the Services, starting on September 15, 2015.

In addition to the Retainer Fee, Verint shall pay the Consultant a daily fixed gross fee in the amount of 6,000 NIS (six thousand NIS) plus VAT per each additional day that Consultant performs the Services, or a pro rated portion thereof.

  

Consultant will not be entitled for additional payment for working days during his travels, and such compensation is included in the fixed fee set forth in section 3.1 above.

customers for which Verint will provide to Consultant a general authorization to represent himself as a Verint representative.

6.     Non-Disclosure, Non-Solicitation and Intellectual Property Rights

Consultant shall execute the Non-Disclosure and Non-Solicitation Agreement attached hereto as Appendix B, the provisions of which shall be deemed an integral part of this Agreement.

8.    Representations and Warranties of the Consultant

The Consultant represents and warrants to Verint that: (i) the execution and delivery of this Agreement and the fulfillment of the terms hereof will not constitute a default under any applicable law or breach of any agreement or other instrument to which it is a party or by which it is bound, including without limitation, any confidentiality or non-competition agreement with any third party, nor will it require the consent of any person or entity, and (ii) the Consultant shall not utilize during the provision of the Services any proprietary information of any third party, including prior employers of the Consultant unless expressly permitted by such former employer.

a telephone confirmation, and notice served by registered mail within seven (7) business days following delivery by registered mail, postage prepaid.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

     /s/ Ziv Levi                                       /s/ Meir Sperling                            

    

by: Ziv Levi                    by: Meir Sperling

title: GC                        

     /s/ David Abadi                        

by: David Abadi                                            

title: CFO CIS                     

This Non-disclosure and Non-Solicitation Agreement (this "Agreement") is entered into this 1 day of September, 2015, by and between Verint Systems Ltd. (“Verint”, or the "Company"), a company organized under the laws of the State of Israel from33 Maskit Street, Herzliya 46733 Israel, and Meir Sperling ID 004187050, residing at 5 Hadafna St., Tel Mond, 4060859, Israel (the “Consultant” or “Recipient”).

WHEREAS, the Consultant has entered into a Consulting Agreement with the Company, to which this Agreement constitutes an Appendix;

WHEREAS, while performing the services described in the Consulting Agreement Recipients shall be exposed and have access to confidential and/or proprietary information of the Company (the “Purpose”); and

WHEREAS in order to restrict such exposure and access, the parties hereto desire to undertake certain obligations of confidentiality, non-disclosure and non solicitation as set forth herein;

NOW THEREFORE, in consideration of the mutual undertakings and promises herein, the parties hereto hereby agree as follows:

For purposes of this Agreement, the following definitions shall apply:

“Affiliate” shall mean an entity controlled by, controlling or under common control with the Recipient, as used in this definition, the term “control” means the possession, directly or indirectly, of more than 50% of the voting stock of the controlled entity, or the power to direct, or cause the direction of the management and policy of the controlled entity.

“Company” shall include Verint and any of its Affiliates.

“Development” shall mean any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes or subject to analogous protection), conceived by Recipient as a result of or in connection with performing the Services.

"Confidential Information" means any and all information and know-how of a private, secret or confidential nature, in whatever form, that relates to the business, financial condition, technology and/or products of Verint, its Affiliates, customers, potential customers, suppliers or potential suppliers, provided or disclosed to the Recipient or which becomes known to the Recipient as a result of the Consulting Agreement, whether or not marked or otherwise designated as “confidential”, “proprietary” or with any other legend indicating its proprietary nature. By way of illustration and not limitation, Confidential Information includes all forms and types of financial, business, technical, or engineering information and know-how, including but not limited to specifications, designs, techniques, methods, compilations, inventions and developments, products, equipment, algorithms, computer programs (whether as source code or object code), marketing and customer, vendor and personal information, projections, plans and reports, and any other data,

documentation, or information related thereto, as well as improvements thereof, whether in tangible or intangible form, and whether or not stored, compiled or memorialized in any media or in writing, including information disclosed as a result of any visitation, consultation or information disclosed by Verint or others on its behalf such as consultants, clients, suppliers and customers.

    "Confidential Information" shall not include information or matter that the Recipient can demonstrate by reasonable and tangible evidence that: (a) was already known to it prior to its disclosure pursuant to this Agreement, or was independently developed by it thereafter without reference to or use of the Confidential Information; (b) have become a part of the public knowledge, without a breach of this Agreement by itself; (c) have been received by it from another person or entity having no confidentiality obligation to Verint or its Affiliates; or (d) is explicitly approved in writing by Verint for release by the recipient. The above Exceptions shall not permit the Recipient to disregard the obligations of confidentiality stated herein merely because individual portion(s) of the Confidential Information may be found within such exceptions, or because the Confidential Information is implicitly but not explicitly disclosed in information falling within such exceptions.

2. Obligations of Confidentiality.

Unless otherwise required by statute or government rule or regulation, upon demand by the Company, Recipient shall: (i) cease using the Confidential Information; (ii) immediately return to the Company all notes, copies and extracts thereof of the Confidential Information, in any form or media whatsoever without retaining copies thereof; and (iii) upon request of the Company, certify in writing that the Recipients have complied with the obligations set forth in this paragraph.

The Recipient hereby acknowledges and agrees that:

In addition to any other obligation Recipient may have towards the Company, Recipient agrees that for a period of one (1) year after the termination of the Consulting Agreement for any reason whatsoever, it will not, directly or indirectly:

6.    Miscellaneous.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

By:     /s/ David Abadi                                      By:          /s/ Meir Sperling          

Title:     SVP, CFO                                            

By:     /s/ Ziv Levi                                         

    

Title:     General Counsel                                   

1.    U.S. Foreign Corrupt Practices Act. The U.S. Foreign Corrupt Practices Act (the “FCPA”) makes it unlawful to offer, pay, promise or authorize to pay any money, gift or anything of value, directly or indirectly: (i) to any Government Official (as defined below) or any foreign (non-U.S.) political party or (ii) to any person while knowing or suspecting that the payment or gift will be passed on to a Government Official, in connection with any business activity of Verint Systems Inc. or its wholly or partially owned affiliates (collectively “Verint”) in order to obtain or retain business or to secure any improper advantage. For the purpose of this Agreement, the term “Government Official” means any employee or officer of a government including any national, regional or local department, agency, or enterprise owned or controlled by a government, any official of a political party, any official or employee of a public international organization, any person acting in an official capacity for, or on behalf of, such entities, and any candidate for foreign political office.

2.    Representations, Warranties and Covenants of Consultant (in this Appendix C, defined as “Representative”. The Representative makes the following representations and warranties to the Company, and covenants and agrees as follows:

2.1    Public and Commercial Bribery Representations, Warranties and Covenants of Representative. The Representative hereby represents, warrants and covenants that it has not, and covenants and agrees that it will not, in connection with this Agreement and any services performed by the Representative in connection herewith, make or promise or offer to make any payment or transfer of anything of value, directly or indirectly: (i) to any Government Official or government employee (including employees of government-owned entities or corporations); or (ii) to any political party, official of a political party or candidate (or to an intermediary for payment to any of the foregoing) in order to obtain or retain business or to secure any improper advantage. It is the intent of the parties that no payments or transfers of value shall be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business.

2.2    Policy Certifications. The Representative will, for itself and for each of its directors, officers, employees, agents or other representatives who have any direct involvement with the performance of this Agreement, certify that the Representative (or any of such persons) has not, and to its knowledge no other person, including but not limited to every director, officer, employee, representative, and agent of the Representative, has made, offered to make or agreed to make any loan, gift, donation or other payment, directly or indirectly, whether in cash or in kind to any Government Official or political party, in order to secure or to retain business or for any improper purpose.

2.3.    Continuing Obligation to Advise. The Representative agrees that should it learn of or have reason to suspect or know of: (i) any such payment, offer, or agreement to make a payment to a Government Official, political party, or political party official or candidate for the purpose of obtaining or retaining business or securing any improper advantage; or (ii) any other development that in any way makes inaccurate or incomplete the representations, warranties and certifications of the Representative hereunder given or made as of the date hereof or at any time during the term of this Agreement, the Representative will immediately advise company representative of such knowledge or suspicion and the entire basis known to the Representative therefor.

2.4    No Governmental Ownership of Representative. The Representative hereby represents and warrants to the Company that no Government Official has any ownership interest, direct or indirect, in the Representative or in the contractual relationship established by this

Agreement. In the event that during the term of this Agreement there is acquisition of an interest of any sort or nature, direct or indirect, in the Representative or in this Agreement by a Government Official, the Representative covenants and agrees to make immediate, complete and accurate written disclosure of such acquisition to the Company.

2.5    Company Audit Right. In order to verify compliance with the provisions of this Agreement, the Representative agrees that the Company shall have the right, upon reasonable written notice, to audit the books and records of the Representative to the extent such books and records relate to the performance of this Agreement and any payments made under this Agreement. The Representative agrees to furnish promptly to the Company any additional information the Company may reasonably request to verify the Representative’s compliance with the provisions of Section 2.1.

2.6    Disclosure of Agreement. The Representative agrees that full disclosure of this Agreement may be made at any time and for any reason to the United States government and its agencies, and to any other person the Company’s General Counsel determines has a legitimate need to know.

2.7    Rights Upon Default. In the event that the Company should believe, in good faith, that the Representative has acted or failed to act in any way that may subject the Company to liability under the FCPA (which action or failure to act is, hereinafter, an “FCPA Default”), the Company shall have the unilateral right, exercisable immediately upon written notice to the Representative: