Witness Systems Inc Sample Contracts

Witness Systems Inc – Witness Systems Stockholders Adopt Merger Agreement with Verint Systems Inc. (May 2nd, 2007)

ATLANTA (May 1, 2007) — Witness Systems, Inc. (NASDAQ: WITS), a leading global provider of workforce optimization software and services, today announced that Witness Systems stockholders voted to adopt the agreement and plan of merger pursuant to which Verint Systems Inc. (VRNT.PK), a leading provider of analytic software based solutions for security and surveillance and business intelligence, will acquire Witness Systems. At the special meeting of stockholders held today, the holders of a majority of Witness Systems’ common stock outstanding and entitled to vote at the meeting voted to adopt the merger agreement with Verint Systems. Completion of the merger remains subject to the receipt of regulatory approval in the United Kingdom and the continued satisfaction or waiver of the other conditions set forth in the merger agreement.

Witness Systems Inc – AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF WITNESS SYSTEMS, INC. (A DELAWARE CORPORATION) (April 27th, 2007)

In accordance with the resolutions of the Board of Directors adopted on April 27, 2007, the Amended and Restated Bylaws (the “Bylaws”), of WITNESS SYSTEMS, INC., a Delaware corporation (the “Corporation”) are hereby amended as follows:

Witness Systems Inc – TENTH LOAN MODIFICATION AGREEMENT (April 2nd, 2007)

This Tenth Loan Modification Agreement (this “Agreement”) is entered into as of March 8, 2007 by and between WITNESS SYSTEMS, INC., a Delaware corporation (“Borrower”), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK (“Lender”), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

Witness Systems Inc – AGREEMENT AND PLAN OF MERGER AMONG VERINT SYSTEMS INC. WHITE ACQUISITION CORPORATION AND WITNESS SYSTEMS, INC. Dated as of February 11, 2007 (February 15th, 2007)

This Agreement and Plan of Merger (this “Agreement”) is dated as of February 11, 2007, among Verint Systems Inc., a Delaware corporation (the “Buyer”), White Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Buyer (“Acquisition Sub”), and Witness Systems, Inc., a Delaware corporation (the “Company”).

Witness Systems Inc – AMENDMENT TO RIGHTS AGREEMENT (February 15th, 2007)

This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of February 11, 2007, between Witness Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor in interest to SunTrust Bank), a Delaware corporation (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Rights Agreement dated as of October 25, 2002, between the parties hereto (the “Rights Agreement”).

Witness Systems Inc – AMENDMENT TO RIGHTS AGREEMENT (February 15th, 2007)

This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of February 11, 2007, between Witness Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor in interest to SunTrust Bank), a Delaware corporation (the “Rights Agent”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Rights Agreement dated as of October 25, 2002, between the parties hereto (the “Rights Agreement”).

Witness Systems Inc – FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (February 15th, 2007)

This First Amendment to Separation and Release Agreement (this “First Amendment”) is entered into as of February 9, 2007 (the “Amendment Effective Date”), by and between Witness Systems, Inc., a Delaware corporation (the “Company”), and David Gould, an individual (“Executive”), with reference to the following facts:

Witness Systems Inc – FIRST AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (February 15th, 2007)

This First Amendment to Separation and Release Agreement (this “First Amendment”) is entered into as of February 9, 2007 (the “Amendment Effective Date”), by and between Witness Systems, Inc., a Delaware corporation (the “Company”), and David Gould, an individual (“Executive”), with reference to the following facts:

Witness Systems Inc – Contacts (February 12th, 2007)
Witness Systems Inc – SEPARATION AND RELEASE AGREEMENT (January 9th, 2007)

This Separation and Release Agreement (“Agreement”) by and between David Gould (“Mr. Gould”), a resident of Atlanta, Georgia, and Witness Systems, Inc. (the “Company”), a Delaware corporation, is effective this 3rd day of January, 2007.

Witness Systems Inc – FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT (May 9th, 2006)

IN WITNESS WHEREOF, the undersigned Company and the Executive have hereunto set forth their hands and seals as of this day of , 2005.

Witness Systems Inc – NINTH LOAN MODIFICATION AGREEMENT (May 9th, 2006)

This Ninth Loan Modification Agreement (this “Agreement”) is entered into as of March 9, 2006 by and between WITNESS SYSTEMS, INC., a Delaware corporation (“Borrower”), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK (“Lender”), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

Witness Systems Inc – AMENDMENT NO. 1 TO THE WITNESS SYSTEMS, INC. (March 17th, 2006)
Witness Systems Inc – WITNESS SYSTEMS, INC. AMENDED & RESTATED EMPLOYEE STOCK PURCHASE PLAN January 1, 2006 (March 17th, 2006)

Witness Systems, Inc. has adopted this employee stock purchase plan to encourage the employees of the Company (and its participating affiliated companies) to acquire a proprietary interest, or to increase their existing proprietary interest, in the Company. The Board of Directors of the Company believes that employee ownership of the Company’s stock will serve as an incentive, encouraging employees to continue their employment and to perform diligently their duties as employees. It is further intended that the Plan qualify as an “employee stock purchase plan” within the meaning of Code §423.

Witness Systems Inc – Witness Systems Stock Option Inducement Grant for Contractors who will become employees of Witness Systems Software India Pvt. Ltd. (March 17th, 2006)

Note: Except as otherwise provided in this Option Award document, the Option referred to herein shall be subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the “Plan”), as if it had been granted thereunder, although it is not granted under the Plan.

Witness Systems Inc – 4,100,000 Shares Witness Systems, Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT (December 9th, 2005)

Witness Systems, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for which you are acting as representatives (the “Representatives”) an aggregate of 4,100,000 shares (the “Firm Shares”) of the Company’s Common Stock, $0.01 par value (“Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 615,000 additional shares of Common Stock (the “Option Shares”) as set forth below.

Witness Systems Inc – Witness Systems Stock Option Inducement Grant for Employees of Blue Pumpkin Software (UK) Ltd. Option Award (August 10th, 2005)

Note: Except as otherwise provided in this Option Award document, the Option referred to herein shall be subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the "Plan"), as if it had been granted thereunder, although it is not granted under the Plan.

Witness Systems Inc – EIGHTH LOAN MODIFICATION AGREEMENT (August 9th, 2005)

This Eighth Loan Modification Agreement (this “Agreement”) is entered into as of March 31, 2005 by and between WITNESS SYSTEMS, INC., a Delaware corporation (“Borrower”), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK (“Lender”), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

Witness Systems Inc – Witness Systems Amended and Restated Stock Incentive Plan Option Award (August 9th, 2005)

The Option referred to herein is subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the “Plan”).

Witness Systems Inc – Witness Systems Amended and Restated Stock Incentive Plan (August 9th, 2005)

The Option referred to herein is subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the “Plan”).

Witness Systems Inc – Witness Systems Amended and Restated Stock Incentive Plan (May 10th, 2005)

The Option referred to herein is subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the “Plan”).

Witness Systems Inc – Witness Systems Amended and Restated Stock Incentive Plan (May 10th, 2005)

The Option referred to herein is subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the “Plan”).

Witness Systems Inc – SEVENTH LOAN MODIFICATION AGREEMENT (May 10th, 2005)

This Seventh Loan Modification Agreement (this “Agreement”) is entered into as of March 10, 2005 by and between WITNESS SYSTEMS, INC., a Delaware corporation (“Borrower”), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK (“Lender”), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

Witness Systems Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (April 13th, 2005)

The following unaudited pro forma condensed combined financial statements give effect to the acquisition of Blue Pumpkin Software, Inc. ("Blue Pumpkin") by Witness Systems, Inc. ("the Company").

Witness Systems Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (April 11th, 2005)

The following unaudited pro forma condensed combined financial statements give effect to the acquisition of Blue Pumpkin Software, Inc. ("Blue Pumpkin") by Witness Systems, Inc. ("the Company").

Witness Systems Inc – OFFICE LEASE BY AND BETWEEN MISSION TOWERS, LLC, a Delaware limited liability company, as Landlord and WITNESS SYSTEMS, INC., a Delaware corporation, as Tenant For Premises in Suite 500, 3979 Freedom Circle Drive, Santa Clara, California (March 16th, 2005)

THIS OFFICE LEASE ("Lease") is entered and dated for reference purposes only as February , 2005, by and between "Landlord" and "Tenant" (as such terms are defined below).

Witness Systems Inc – SIXTH LOAN MODIFICATION AGREEMENT (March 16th, 2005)

This Sixth Loan Modification Agreement (this "Agreement") is entered into as of January 12, 2005 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

Witness Systems Inc – Witness Systems Stock Option Inducement Grant for Employees of Blue Pumpkin Option Award (March 16th, 2005)

Note: Except as otherwise provided in this Option Award document, the Option referred to herein shall be subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the "Plan"), as if it had been granted thereunder, although it is not granted under the Plan.

Witness Systems Inc – [WITNESS SYSTEMS INC LOGO] Witness Systems Stock Option Inducement Grant for Employees of Blue Pumpkin Option Award (January 31st, 2005)

Note: Except as otherwise provided in this Option Award document, the Option referred to herein shall be subject to the terms and conditions of the Amended and Restated Stock Incentive Plan of Witness Systems, Inc. (the "Plan"), as if it had been granted thereunder, although it is not granted under the Plan.

Witness Systems Inc – MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG WITNESS SYSTEMS, INC., BARON ACQUISITION CORPORATION, BLUE PUMPKIN SOFTWARE, INC., and, solely with respect to Article VIII and Article IX, LAURENCE R. HOOTNICK as SHAREHOLDER AGENT and THE U.S. STOCK TRANSFER CORPORATION as DEPOSITORY AGENT December 16, 2004 (January 27th, 2005)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of December 16, 2004 by and among WITNESS SYSTEMS, INC., a Delaware corporation (“Parent”), BARON ACQUISITION CORPORATION, a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), BLUE PUMPKIN SOFTWARE, INC., a California corporation (the “Company”), and solely with respect to Article VIII and Article IX, LAURENCE R. HOOTNICK, as Shareholder Agent and The U.S. STOCK TRANSFER CORPORATION, as Depository Agent.

Witness Systems Inc – FORM OF CHANGE OF CONTROL AGREEMENT (November 5th, 2004)

This CHANGE OF CONTROL AGREEMENT is made and entered into as of the Effective Date by and between Witness Systems, Inc. (the "Company"), and [INSERT] (the "Executive").

Witness Systems Inc – FIFTH LOAN MODIFICATION AGREEMENT (May 10th, 2004)

This Loan Modification Agreement is entered into as of March 10, 2004 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

Witness Systems Inc – FOURTH LOAN MODIFICATION AGREEMENT (May 10th, 2004)

This Loan Modification Agreement is entered into as of January 8, 2004 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3353 Peachtree Road, Suite M-10, Atlanta, GA 30326.

Witness Systems Inc – AMENDMENT NO. 2 TO THE WITNESS SYSTEMS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN (March 15th, 2004)

THIS AMENDMENT NO. 2 TO THE WITNESS SYSTEMS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN (this "Amendment") is made effective as of the day of , 2004, by Witness Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").

Witness Systems Inc – SECOND LOAN MODIFICATION AGREEMENT (March 15th, 2004)

This Loan Modification Agreement is entered into as of May 14, 2003 by and between WITNESS SYSTEMS, INC., a Delaware corporation ("Borrower"), whose address is 300 Colonial Center Parkway, Roswell, Georgia 30076, and SILICON VALLEY BANK ("Lender"), a California-chartered bank with a principal place of business at 3003 Tasman Drive, Santa Clara, CA 95054 and with a loan production office located at 3343 Peachtree Road, Suite 312, Atlanta, GA 30326.