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<SEC-DOCUMENT>0001179591-06-000022.txt : 20060522
<SEC-HEADER>0001179591-06-000022.hdr.sgml : 20060522
<ACCEPTANCE-DATETIME>20060522081037
ACCESSION NUMBER:		0001179591-06-000022
CONFORMED SUBMISSION TYPE:	S-8 POS
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20060522
DATE AS OF CHANGE:		20060522
EFFECTIVENESS DATE:		20060522

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NICE SYSTEMS LTD
		CENTRAL INDEX KEY:			0001003935
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPUTERS [3571]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8 POS
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-111113
		FILM NUMBER:		06857064

	BUSINESS ADDRESS:	
		STREET 1:		8 HAPNINA STREET
		STREET 2:		P.O.B. 690
		CITY:			RA'ANANA
		STATE:			L3
		ZIP:			43107
		BUSINESS PHONE:		972-9-775-3777

	MAIL ADDRESS:	
		STREET 1:		8 HAPNINA STREET
		STREET 2:		P.O.B. 690
		CITY:			RA'ANANA
		STATE:			L3
		ZIP:			43107
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8 POS
<SEQUENCE>1
<FILENAME>forms8210506a.txt
<DESCRIPTION>S-8 POS
<TEXT>





      As filed with the Securities and Exchange Commission on May 22, 2006

                                               Registration No. 333-111113
    ------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                        POST EFFECTIVE AMENDMENT NO. 1 TO

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                NICE SYSTEMS LTD.
             (Exact Name of Registrant as Specified in Its Charter)

           ISRAEL                                     N/A
   (State or Other Jurisdiction        (I.R.S. Employer Identification Number)
     of Incorporation)

                                8 Hapnina Street
                                  P.O. Box 690
                                 43107 Ra'anana
                                     Israel
              (Address of Principal Executive Offices ) (Zip Code)

                                NICE SYSTEMS LTD.
                              AMENDED AND RESTATED
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                NICE Systems Inc.
                               301 Route 17 North
                                   10th Floor
                          Rutherford, New Jersey 07070
                     (Name and Address of Agent For Service)

                                 (201) 964-2600
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                               Adam M. Klein, Adv.
                        Goldfarb, Levy, Eran, Meiri & Co.
                                2 Weizmann Street
                              Tel Aviv 64239 Israel
                                 +972-3-608-9999
 ------------------------------------------------------------------------


<PAGE>








                          DEREGISTRATION OF SECURITIES

         This Registration Statement on Form S-8 (Registration No. 333-111113)
of NICE Systems Ltd., an Israeli company (the "Company"), pertaining to the
registration of 1,750,000 ordinary shares, par value NIS 1.00 per share (the
"Ordinary Shares"), issuable to participants in the NICE Systems Ltd. Amended
and Restated 1999 Employee Stock Purchase Plan (the "Plan"), to which this Post
Effective Amendment No. 1 relates, was filed with the United States Securities
and Exchange Commission ("Commission") on December 12, 2003.

         At the Company's annual general meeting on September 28, 2005, the
shareholders approved the reallocation of the pool of Ordinary Shares reserved
for issuance under the Plan. As a result, 531,056 Ordinary Shares that were
reserved for issuance under the Plan were transferred to the NICE Systems Ltd.
2003 Stock Option Plan ("2003 Plan"). In addition, the Plan provides for an
annual addition of 250,000 Ordinary Shares. These additional Ordinary Shares
will be transferred to the 2003 Plan each year for the next four years, until
calendar year 2009.

         By filing this Post Effective Amendment No. 1 to the Registration
Statement, the Company hereby deregisters 1,531,056 Ordinary Shares that were
previously registered and have not been sold or otherwise issued as of the date
of the filing of this Post-Effective Amendment No. 1. The balance of 218,944
Ordinary Shares, which were reserved for issuance under the Plan, remain
registered under this Registration Statement and 500,000 Ordinary Shares, which
were previously reserved for issuance under the Plan, remain registered on a
Registration Statement on Form S-8 filed with the Commission on November 17,
1999 (File No. 333-11154).


<PAGE>


ITEM 8.  EXHIBITS

         The following exhibit is filed with this Registration Statement
(numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

      4.1   NICE Systems Ltd. Amended and Restated 1999 Employee
            Stock Purchase Plan.




<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Ra'anana,
State of Israel, on the 22nd day of May, 2006.

                              NICE SYSTEMS LTD.


                              By:  /s/Ran Oz                    s/Haim Shani
                                   ---------                    ------------
                                   Ran Oz                       Haim Shani
                                   Corporate Vice President     CEO
                                   and Chief Financial Officer






<PAGE>




         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates identified:



   Signature                        Title                         Date

     *                Chairman of the Board of Directors        May 22, 2006
- ---------------
   Ron Gutler

     *                Vice-Chairman of the Board of Directors   May 22, 2006
- ---------------
   Joseph Atsmon

  /s/Haim Shani       Chief Executive Officer (Principal        May 22, 2006
- ----------------           Executive Officer)
  Haim Shani

  /s/Ran Oz           Corporate Vice President and Chief        May 22, 2006
- ---------------       Financial Officer (Principal Financial
  Ran Oz              Officer and Principal Accounting Officer)


     *                            Director                      May 22, 2006
- ------------------
  Rimon Ben-Shaoul

     *                            Director                      May 22, 2006
- ------------------
  Yoseph Dauber

     *                            Director                      May 22, 2006
- ------------------
  Dan Falk

     *                            Director                      May 22, 2006
- ------------------
  John Hughes

                                  Director                      May ___, 2006
- ------------------
  David Kostman

     *                            Director                      May 22, 2006
- -------------------
  Dr. Leora Meridor





<PAGE>



Authorized Representative in the
United States:

NICE SYSTEMS INC.

 By: /s/David Ottensoser                                       May 22, 2006
     --------------------------
     Name:  David Ottensoser
     Title: Corporate Secretary

*By: /s/ Haim Shani
     ---------------
     Name: Haim Shani
     (Attorney-in-Fact)


<PAGE>


                                INDEX TO EXHIBITS



        EXHIBIT NO.
                               DESCRIPTION


            4.1         NICE Systems Ltd. Amended and Restated 1999 Employee
                        Stock Purchase Plan.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>exhibit210506.txt
<DESCRIPTION>EMPLOYEE STOCK PURCHASE PLAN
<TEXT>
                               NICE SYSTEMS LTD.

                              AMENDED AND RESTATED
                        1999 EMPLOYEE STOCK PURCHASE PLAN

     This Amended and Restated 1999 Employee Stock Purchase Plan (the "Plan") of
NICE Systems Ltd. was adopted in its amended and restated form by the Board of
Directors of the Company on October 20, 2003, subject to the approval of the
Company's shareholders which was obtained at the Company's Annual General
Meeting of Shareholders on December 2, 2003. The Plan was further amended by the
Board of Directors of the Company on December 20th, 2005.

1.       Purpose.  The purpose of the Plan is to provide employees of the
         Company and its Designated Subsidiaries with an opportunity to purchase
         Ordinary Shares of the Company through accumulated payroll deductions
         or as otherwise required or permitted by the applicable law in the
         jurisdiction in which the Plan is implemented. The Board may, from time
         to time, approve (and amend or modify from time to time) appendices
         setting forth any special requirements that are applicable to options
         granted to recipients in the various jurisdictions in which options may
         be granted under the Plan pursuant to applicable local laws and
         regulations, all of which appendices (as amended or modified from time
         to time) shall constitute an integral part of the Plan. Appendix "A"
         hereto attached sets forth the provisions applicable to options that
         may be granted to United States participants in the Plan.

2.       Definitions

      a. "ADR"    shall mean an American Depositary Receipt representing an
                  American Depositary Share, which in turn represents an
                  Ordinary Share.

      b. "Board"  shall mean the Board of Directors of the Company.

      c. "Change  in Capitalization" shall mean any increase, reduction, or
                  change or exchange of Ordinary Shares for a different number
                  or kind of shares or other securities of the Company by reason
                  of a reclassification, recapitalization, merger,
                  consolidation, reorganization, share dividend, share split or
                  reverse share split, combination or exchange of shares,
                  repurchase of shares, change in corporate structure or
                  otherwise.

      d. "Code"   shall mean the Internal Revenue Code of 1986, as amended.

      e. "Committee" shall mean a committee of members of the Board appointed by
                  the Board to administer the Plan and to perform the functions
                  set forth herein, subject to applicable law.

      f. "Company" shall mean NICE Systems Ltd., a company duly organized and
                  existing under the laws of the State of Israel.

      g. "Compensation" shall mean the fixed salary or wage paid by the Company
                  to a Participant. The salary components comprising the
                  Participant's Compensation for purposes of the Plan will
                  be determined pursuant to applicable local laws and
                  regulations.

      h. "Designated Subsidiaries" shall mean the Subsidiaries whose Employees
                  have been designated by the Board from time to time in its
                  sole discretion as eligible to participate in the Plan.

      i. "Employee" shall mean any person, including a member of the Board, who
                  is regularly employed by the Company or one of its Designated
                  Subsidiaries.
      j. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
                  amended.

      k. "Exercise Date" shall mean the last business day of each Offering
                  Period in which payroll deductions are made under the Plan.

      l  "Fair Market Value" per share as of any date shall mean the closing
                  sales price of one ADR as quoted on the NASDAQ market on the
                  most recent date for which a closing sales price was quoted,
                  prior to that date.

      m. "Initial Offering Period" shall mean the six-month period commencing
                  on July 1, 1999, and ending on December 31, 1999.

      n. "Offering Date" shall mean January 1 and July 1 of each Plan Year.

      o. "Offering Period" shall mean the six-month period commencing on each
                   Offering Date, provided that the Committee shall have the
                   power to change the duration of Offering Periods.

      p. "Ordinary Shares" shall mean the ordinary shares, par value NIS 1.00
                   per share, of the Company.

      q. "Parent  Corporation" shall mean any corporation (other than the
                  Company) in an unbroken chain of corporations ending with the
                  employer corporation if, at the time of granting an option,
                  each of the corporations other than the employer corporation
                  owns shares possessing fifty percent (50%) or more of the
                  total combined voting power of all classes of shares in one of
                  the corporations in such chain.

      r. "Participant" shall mean an Employee who participates in the Plan.

      s. "Plan"   shall mean this Amended and Restated NICE Systems Ltd. 1999
                  Employee Stock Purchase Plan, as further amended from time to
                  time.

      t. "Plan Period" shall mean, other than with respect to the Initial
                  Offering Period, each six-month period commencing on each
                  Offering Date.

      u. "Subsidiary Corporation" shall mean any corporation (other than the
                  Company) in an unbroken chain of corporations beginning with
                  the employer corporation if, at the time of granting an
                  option, each of the corporations other than the last
                  corporation in the unbroken chain owns shares possessing fifty
                  percent (50%) or more of the total combined voting power of
                  all classes of shares in one of the other corporations in such
                  chain.

3.       Eligibility

     (a) Subject  to the requirements of Section 4.b. hereof, any person (i) who
         is an Employee as of an Offering Date and (ii) who is
         regularly scheduled to work at least 20 hours per week and at
         least 5 months per year, shall be eligible to participate in
         the Plan and be granted an option for the Offering Period
         commencing on such Offering Date.
     (b) Notwithstanding any provisions of the Plan to the contrary, no Employee
         shall be granted an option under the Plan (i) if, immediately
         after the grant, such Employee (or any other person whose
         stock would be attributed to such Employee pursuant to Section
         424 (d) of the Code) would own shares or stock and/or hold
         outstanding options to purchase shares or stock possessing
         five percent (5%) or more of the total combined voting power
         or value of all classes of shares or stock of the Company or
         of any Subsidiary or Parent of the Company, or (ii)which
         permits such Employee's right to purchase shares or stock
         under all employee stock purchase plans (as described in
         Section 423 of the Code) of the Company and any Subsidiary or
         Parent of the Company to accrue at a rate which exceeds
         twenty-five thousand dollars ($25,000) of Fair Market Value of
         such shares or stock (determined at the time such option is
         granted) for any calendar year in which such option is
         outstanding at any time.

4.       Grant of Option: Participation

     (a) On each Offering Date the Company shall commence an offer by
         granting each eligible Employee an option to purchase Ordinary
         Shares, subject to the limitations set forth in Sections 3.b. and
         10 hereof. Notwithstanding the foregoing, a Participant may elect
         at the time of exercise of an option to purchase, in lieu of
         Ordinary Shares, an equal number of the Company's ADRs. Options
         may not be exercised for a combination of Ordinary Shares and
         ADRs.
     (b) Each eligible Employee may elect to become a Participant
         in the Plan with respect to an Offering Period, only by filing an
         agreement with the Company authorizing payroll deductions (as set
         forth in Section 5 hereof) or, when not allowed under any local
         law or regulation, other forms of payment. Such authorization will
         remain in effect for subsequent Offering Periods, if the
         Participant has elected to continue to participate in the Plan.
     (c) The option price per Ordinary Share subject to an offer shall be
         95% of the Fair Market Value of one ADR on the Exercise Date.

5.       Payroll Deductions/Payments

     (a) Participant may, in accordance with rules adopted by the
         Committee, authorize a payroll deduction or, when not allowed
         under any local law or regulation, another form of payment, of
         any whole percentage from 2 percent to 10 percent of such
         Participant's Compensation each pay period. A Participant may
         increase or decrease such payroll deduction or payment
         (including a cessation of payroll deductions) at any time but
         not more frequently than once each six months, by filing a new
         authorization form with the Committee.
     (b) All payroll deductions made by a Participant shall be credited to
         such Participant's account under the Plan. A Participant may
         not make any additional payments into such account.

6.       Exercise of Option

     (a) Unless a Participant withdraws from the Plan as provided in Section 8
         hereof, such Participant's election to purchase Ordinary
         Shares will be exercised automatically on the Exercise Date,
         and the maximum number of full Ordinary Shares subject to such
         option will be purchased for such Participant at the
         applicable option price with the accumulated payroll
         deductions and any cash dividends (credited pursuant to
         Section 9 hereof) in such Participant's account. During a
         Participant's lifetime, a Participant's option to purchase
         Ordinary Shares hereunder is exercisable only by such
         Participant.
     (b) Any cash balance remaining in Participant's account after the
         termination of an Offering Period will be carried forward to
         the Participant's account for the purchase of Ordinary Shares
         during the next Offering Period if the Participant has elected
         to continue to participate in the Plan. Otherwise the
         Participant will receive a cash payment equal to the balance
         of his or her account.
     (c) The Ordinary Shares purchased upon exercise of an option hereunder
         shall be credited to the Participant's account under the Plan
         and shall be deemed to be transferred to the Participant on
         the Exercise Date and, except as otherwise provided herein,
         the Participant shall have all rights of a shareholder with
         respect to such shares.

7.       Delivery of Ordinary Shares As promptly as practicable after receipt by
         the Company of a written request or standing instructions from any
         Participant for delivery of certificates representing Ordinary Shares
         credited to the Participant's account, the Company shall arrange the
         delivery to such Participant or its designated securities account or
         institution of a share certificate representing the Ordinary Shares
         which the Participant requested to be delivered; provided, however,
         that, unless otherwise determined by the Committee, such deliveries may
         be made no more frequently than once after each Exercise Date. Any such
         certificates shall bear such restrictive legends as may be required by
         applicable law or regulation.

8.       Withdrawal; Termination of Employment

     (a) A Participant may withdraw all, but not less than all, the
         payroll deductions or payments and cash dividends credited to
         such Participant's account (that have not been used to
         purchase Ordinary Shares or ADRs) under the Plan at any time
         by giving written notice to the Company received prior to the
         Exercise Date. All such payroll deductions or payments and
         cash dividends credited to such Participant's account will be
         paid to such Participant promptly after receipt of such
         Participant's notice of withdrawal and such Participant's
         option for the Offering Period in which the withdrawal occurs
         will be automatically terminated. No further payroll
         deductions for the purchase of Ordinary Shares or ADRs will be
         made for such Participant during such Offering Period, and any
         additional cash dividends during the Offering Period will be
         distributed to the Participant.
     (b) Upon termination of a Participant's continuous status as an
         Employee during the Offering Period for any reason, including
         voluntary termination, retirement or death, the payroll
         deductions or payments and cash dividends credited to such
         Participant's account, that have not been used to purchase
         Ordinary Shares or ADRs will be returned (and any future cash
         dividends will be distributed) to such Participant, or in the
         case of such Participant's death, to the person or persons
         entitled thereto under Section 12 hereof and such
         Participant's account (that have not been used to purchase
         Ordinary Shares) will be returned (and any future cash
         dividends will be distributed) to such Participant or, in the
         case of such Participant's death, to the person or persons
         entitled thereto under Section 12 hereof and such
         Participant's option will be automatically terminated.
     (c) A Participant's withdrawal from an offering will not have any
         effect upon such Participant's eligibility to participate in a
         succeeding offering or in any similar plan that may hereafter
         be adopted by the Company.

9.       Dividends and Interest

     (a) Cash dividends paid on Ordinary Shares held in a Participant's
         account shall be credited to such Participant's account and
         used in addition to payroll deductions to purchase Ordinary
         Shares on the Exercise Date. Dividends paid in Ordinary Shares
         or share splits of the Ordinary Shares shall be credited to
         the accounts of Participants. Dividends paid in property other
         than cash or Ordinary Shares shall be distributed to
         Participants as soon as practicable.
     (b) No interest shall accrue on or be payable with respect to the
         payroll deductions or credited cash dividends of a Participant
         in the Plan.

10.      Ordinary Shares

     (a) Subject to adjustment upon Changes in Capitalization of the Company as
         provided in Section 17 hereof, with respect to calendar year
         2003, the maximum number of Ordinary Shares which shall be
         reserved for sale under the Plan shall be 500,000; provided
         that such maximum number of Ordinary Shares shall increase
         each year after calendar year 2003 by the lesser of (x)
         250,000 Ordinary Shares, or (y) one and a half percent (1.5%)
         of the total number of outstanding Ordinary Shares as of
         December 31st of the immediately preceding calendar year If
         the total number of Ordinary Shares which would otherwise be
         subject to options granted pursuant to Section 4.a. hereof on
         an Offering Date exceeds the number of Ordinary Shares then
         available under the Plan (after deduction of all shares for
         which options have previously been exercised or are then
         outstanding), the Committee shall make a pro rata allocation
         of the shares remaining available for option grant under the
         Plan in as uniform a manner as shall be practicable and as it
         shall determine to be equitable. In such event, the Company
         shall give written notice to each Participant of such
         reduction of the number of option shares affected thereby and
         shall similarly reduce the rate of payroll deductions, if
         necessary.
     (b) Ordinary Shares to be delivered to a Participant under the Plan will be
         registered in the name of the Participant or, at the election
         of the Participant, in the name of the Participant and another
         person as joint tenants with rights of survivorship.

11.      Administration   The Plan shall be administered by the Committee, and
         the Committee may select an administrator to whom its duties and
         responsibilities hereunder may be delegated. The appointment of the
         Committee and the administration of the Plan by the Committee shall be
         in accordance with any applicable requirements of the Israeli Companies
         securities and other laws. The Committee shall have full power and
         authority, subject to the provisions of the Plan, to promulgate such
         rules and regulations as it deems necessary for the proper
         administration of the Plan, to interpret the provisions and supervise
         the administration of the Plan, and to take all action in connection
         therewith or in relation thereto as it deems necessary or advisable.
         Any decision reduced to writing and signed by a majority of the members
         of the Committee shall be fully effective as if it had been made at a
         meeting duly held. The Company will pay all expenses incurred in the
         administration of the Plan. No member of the Committee shall be
         personally liable for any action, determination, or interpretation made
         in good faith with respect to the Plan, and all members of the
         Committee shall be fully indemnified by the Company with respect to any
         such action, determination or interpretation.

12.      Designation of Beneficiary

     (a) Participant may file, on forms supplied by and delivered to
         the Company, a written designation of a beneficiary who is to
         receive any shares and cash remaining in such Participant's
         account under the Plan in the event of the Participant's
         death.
     (b) Such designation of beneficiary may be changed by the Participant
         at any time by written notice. In the event of the death of a
         Participant and in the absence of a beneficiary validly
         designated under the Plan who is living at the time of such
         Participant's death, the Company shall deliver such shares
         and/or cash to the executor or administrator of the estate of
         the Participant or, if no such executor or administrator has
         been appointed (to the knowledge of the Company), the Company,
         will deliver such shares and/or cash to the legal heirs of the
         Participant.

13.      Limitations on Transferability.  Neither payroll deductions credited to
         a Participant's account nor any rights with regard to the exercise of
         an option or to receive shares under the Plan may be assigned,
         transferred, pledged or otherwise disposed of in any way (other than by
         will, the laws of descent and distribution or as provided in Section 12
         hereof) by the Participant. Any such attempt at assignment, transfer,
         pledge or other disposition shall be without effect, except that the
         Company may treat such act as an election to withdraw funds in
         accordance with Section 8 hereof.  Any ADRs or Ordinary Shares acquired
         upon exercise of options shall be transferable only in accordance with
         applicable securities and other local laws, and may be subject to
         substantial statutory or regulatory restrictions on transfer except to
         the extent exemptions (whether by registration or otherwise) are
         available.

14.      Use of Funds. All payroll deductions received or held by the Company
         under the Plan may be used by the Company for any corporate purpose,
         and the Company shall not be obligated to segregate such payroll
         deductions.

15.      Reports. Individual accounts will be maintained for each Participant in
         the Plan. Statements of account will be given to Participants as soon
         as practicable following each Offering Period, which statements will
         set forth the amounts of payroll deductions, the per share purchase
         price, the number of Ordinary Shares purchased, the aggregate shares in
         the Participant's account and the remaining cash balance, if any.

16.      Withholding; Other Taxes; Information.  The Company may, in its
         discretion, require that, prior to crediting to the Participant's
         account ADRs or Ordinary Shares, the Participant: (a) pay in the form
         of cash or certified check or money order to the Company any amount as
         the Company determines that it is required to withhold under applicable
         national, state or local tax laws in respect of the exercise of an
         option or the transfer of ADRs or Ordinary Shares, which amounts may,
         in the Company's discretion and subject to applicable law, in the
         alternative be withheld from the Optionee's salary, wages or
         other compensation payments; (b) agree to be responsible for, and
         indemnify the Company from and against, any claim for payment of any
         other tax or duty that may become payable in connection with the
         exercise of an option or the transfer of ADRs or Ordinary Shares, which
         amounts may, in the Company's discretion and subject to applicable law,
         in the alternative be withheld from the Optionee's salary, wages or
         other compensation payments; and (c) agree to, if requested at any time
         by the Company, provide to the Company within 10 calendar days of such
         request, any information regarding the transfer or other disposition of
         ADRs or Ordinary Shares reasonably required by the Company in order for
         the Company to comply with applicable local laws and regulations or
         obtain any benefits thereunder.

17.      Effect of Certain Changes. In the event of a Change in Capitalization
         or the Company's distribution of an extraordinary dividend, the
         Committee shall conclusively determine the appropriate equitable
         adjustments, if any, to be made under the Plan, including without
         limitation adjustments to the number of Ordinary Shares which have been
         authorized for issuance under the Plan but have not yet been placed
         under option, as well as the price per Ordinary Share covered by each
         option under the Plan which has not yet been exercised.

18.      Amendment or Termination

     (a) The Board may at any time terminate or amend the Plan, provided,
         however, that no such termination can adversely affect options
         previously granted and no amendment may make any change in any
         option theretofore granted which adversely affects the rights
         of any Participant. No amendment shall be effective unless
         approved by the shareholders of the Company if shareholder
         approval of such amendment is required to comply with Section
         423 of the Code, with applicable rules and regulations under
         the Exchange Act or to comply with any other law, regulation
         or stock exchange rule.
     (b) Notwithstanding any other provision of the Plan to the contrary, the
         Plan shall terminate as of the date on which all of the
         Ordinary Shares reserved for sale under the Plan have been
         sold; provided that the terms and conditions of the Plan shall
         survive until all Ordinary Shares held in Participants'
         account have been distributed.

19.      Notices. All notices or other communications by a Participant to the
         Company under or in connection with the Plan shall be deemed to have
         been duly given when received in the form specified by the Company at
         the location, or by the person, designated by the Company for the
         receipt thereof.

20.      Effective Date. This Amended and Restated Plan, as amended and restated
         as set forth above, shall be effective as of the date adopted by the
         Board, subject to the approval of the Plan by the shareholders of the
         Company within twelve (12) months of the date on which the amended and
         restated Plan is adopted.


<PAGE>


                                                        Appendix A


                                NICE SYSTEMS LTD.
             1999 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

                     United States Participant Requirements

         1. It is the intention of the Company that the Plan qualify as an
     "Employee Stock Purchase Plan" within the meaning of Section 423 of the
     Code, and the provisions of the Plan shall be construed in a manner
     consistent with the requirements of such Section of the Code.

         2. "U.S. Participant" shall mean a Participant who is subject to the
     income tax laws under the Code.

         3. With respect to a U.S. Participant, the term "Compensation" shall
     mean salary or wages as reported by the Company to the United States
     government for federal income tax purposes, including an Employee's portion
     of salary deferral contributions pursuant to Section 401 (k) of the Code
     and any amount excludable pursuant to Section 125 of the Code, but
     including or excluding, in the discretion of the Committee but subject at
     all times to any minimum or maximum limits or non-discrimination
     requirements under the Code, any bonus, fee, overtime pay, severance pay,
     expenses or other special emolument or any credit or benefit under any
     employee plan maintained by the Company.

         4. If a Participant makes a disposition, within the meaning of Section
     424 (c) of the Code and regulations promulgated thereunder, of any share or
     shares issued to such Participant pursuant to such Participant's exercise
     of an option under the Plan, and such disposition occurs within the
     two-year period commencing on the day after the Offering Date or within the
     one-year period commencing on the day after the exercise date, such
     Participant shall, within ten (10) days of such disposition, notify the
     Company thereof and thereafter immediately deliver to the Company any
     amount of Federal, state or local income taxes and other amounts which the
     Company informs the Participant the Company is required to withhold. The
     foregoing shall be in addition to any other withholding or reporting
     requirements set forth in the Plan.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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