8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2007

	NetScout Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
		Delaware
(State or Other Jurisdiction of Incorporation)
0000-26251			04-2837575
(Commission File Number)			(IRS Employer Identification No.)
310 Littleton Road, Westford, Massachusetts			01886
(Address of Principal Executive Offices)			(Zip Code)

(978) 614-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT; ITEM 1.02. TERMINATION OF MATERIAL DEFINITIVE AGREEMENT; ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS, APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 3, 2007, NetScout Systems, Inc., or the Company, announced that Narendra V. Popat, the Chairman of the Board of Directors and Secretary of the Company, intends to retire effective as of January 19, 2007. Upon Mr. Popat’s retirement, he will become an advisor to the Company’s Chief Executive Officer. In connection with Mr. Popat’s retirement, the Company and Mr. Popat agreed to terminate his employment agreement with the Company and entered into a separation agreement, effective as of January 19, 2007. A copy of the separation agreement is filed as Exhibit 10.1 and is incorporated by reference herein.

Also on January 3, 2007, the Company announced that Anil K. Singhal, the President and Chief Executive Officer of the Company, will assume the role of Chairman of the Board, effective as of January 19, 2007, and that Mr. Singal will continue to serve as the Company’s President and Chief Executive Officer.

Mr. Popat is a co-founder of the Company and has served on the Board of Directors of the Company since the Company was founded in June 1984. Mr. Popat has served as the Company’s Chairman of the Board and Secretary since January 2001. Prior to this, Mr. Popat had served as the Company’s President, Chief Operating Officer, and Secretary from July 1993 to December 2000.

Mr. Singhal is a co-founder of the Company and has served on the Board of Directors of the Company since the Company was founded in June 1984. Mr. Singhal has served as the Company’s President, Chief Executive Officer, and Treasurer since January 2001. Prior to this, Mr. Singhal had served as the Company’s Chairman of the Board, Chief Executive Officer, and Treasurer from July 1993 to December 2000.

The Company entered into a new, three-year employment agreement with Mr. Singhal, dated January 3, 2007, which will become effective on January 19, 2007. In connection with the execution of Mr. Singhal’s new employment agreement, the Company and Mr. Singhal agreed to terminate his previous employment agreement, dated as of June 1, 1994, as amended, with the Company effective as of January 19, 2007. A copy of the employment agreement is filed as Exhibit 10.2 and is incorporated by reference herein.

On January 3, 2007, the Company issued a press release regarding the retirement of Mr. Popat and Mr. Singhal’s new employment agreement. The Company’s press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The Company hereby files the following exhibits:

10.1Separation Agreement, dated January 3, 2007, by and between the Company and Narendra V. Popat.

10.2Agreement Relating to Employment, dated January 3, 2007, by and between the Company and Anil K. Singhal.

99.1Press release, dated January 3, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NETSCOUT SYSTEMS, INC.

By: __/s/ David P. Sommers______________

David P. Sommers

Chief Financial Officer and

Senior Vice President, General Operations

Date: January 5, 2007

EXHIBIT INDEX

Exhibit Number	Description
10.1	Separation Agreement, dated January 3, 2007, by and between the Company and Narendra V. Popat.
10.2	Agreement Relating to Employment, dated January 3, 2007, by and between the Company and Anil K. Singhal.
99.2	Press release, dated January 3, 2007.

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

 January 3, 2007

Mr. Narendra Popat

[Intentionally omitted]

Dear Narendra:

In consideration for your long-term contributions to NetScout Systems, Inc. (“NetScout”) and in connection with the termination of your employment contemplated herein, this letter agreement outlines and confirms the terms and conditions of severance and other benefits being offered to you as a result of your separation from employment with NetScout.

1.Termination. Your employment with NetScout will terminate as of 5:00 p.m. on January 19, 2007 (the “Separation Date”).

2.Advisor to CEO.  Until the third anniversary of the date hereof, you will act as advisor to the current CEO of NetScout, Anil Singhal, at reasonable times by telephone or in person by mutual agreement, to respond to inquiries regarding matters in which you were involved during your employment with NetScout. Your role as an advisor shall immediately terminate if NetScout is sold, whether by merger, sale of assets or otherwise, or if Anil Singhal ceases to serve as the CEO of NetScout.

3.Severance Payments and Benefits. Until the day that you turn 65 years of age, provided that you (a) sign this Agreement and (b) comply with the provisions of this Agreement (subject to Section 12(a) below), NetScout will provide you with the following payments and benefits:

a)Severance. NetScout will pay you severance of $16,208 per month, minus any withholdings as required by law. Such payments will be paid concurrently with NetScout’s ordinary payroll, but no less than monthly. This severance will be paid to you no later than the 15^th day of each calendar month beginning on the month following your Separation Date. In order to provide for a cost of living increase with respect to certain benefits to be borne by you that the monthly payments under this Section 3(a) are intended to cover, $4,443 of such monthly

Mr. Narendra Popat

January 3, 2007

Page 2

payments will be adjusted on January 1, 2008 and, with respect to such adjusted amount, on January 1 of each following calendar year in which NetScout is required to make such payments by the percentage change in the Consumer Price Index (CPI-U), U.S. City Average, all items,published by the United States Bureau of Labor Statistics, during the immediately preceding calendar year. The foregoing notwithstanding, any adjustment due to the percentage change in the CPI-U shall not decrease any payments to be made pursuant to this Section.

b)Benefits. NetScout will either (a) continue your coverage under NetScout’s group health, dental and vision plans at no expense to you or (b) will pay for you to obtain similar and comparable benefits.

c)Executive Assistant and Office Space. During the period in which you are providing advisory services under this Agreement, NetScout will provide you with office space and provide you with access to an executive assistant.

d)Section 409A Prohibited Payments. In order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), for the period from June 15, 2007 through June 30, 2007, NetScout will not make any payments to you that are taxable under the Code, and NetScout will make any such payments you were otherwise entitled to during such period under this Agreement on July 1, 2007.

4.Other Payments.

a)FY 2007 Bonus. With respect to the period that you were employed by NetScout during its fiscal year 2007, you will be eligible to receive a fiscal year 2007 year-end bonus based on Company performance and other objectives as determined and awarded by the Board of Directors, which bonus shall be paid at the same time or times as other executive level officers of NetScout, other than from June 15, 2007 through June 30, 2007, but in no event later than December 31, 2007.

b)Vacation. NetScout will pay you the balance of your vacation days accrued but not yet taken as of the Separation Date, minus tax withholdings as required by law.

5.Death Before Age 65. In the event that you die before the age of 65, until the date that you would have turned 65:

a)NetScout will pay the balance of the severance payments payable under Section 3(a) of this Agreement to your wife (or in the event of your wife’s death, your estate) in a lump sum on a net present value basis in a matter mutually agreed by NetScout and Mr. Popat’s survivors. NetScout will make such lump sum payment (i) if you die before November 1 of the year of your death, not later than December 31 of such year, provided that NetScout will make such payment within thirty (30) days after written notice of your death, or the death of your wife, if such notice is given prior to November 1 of such year or (ii) if you die on or after

Mr. Narendra Popat

January 3, 2007

Page 3

November 1 of the year of your death, on the earliest date reasonably practicable in the following January.

b)NetScout will continue to provide your wife and children with group health, dental and vision benefits at no expense to them, to the extent they are eligible for coverage under such group plans, or will pay for them to obtain similar and comparable benefits for as long as they would have been eligible for coverage if you had continued to work as an employee of NetScout until you turned 65.

6.Confidential Information; Return of Company Property. You agree to treat as strictly confidential all proprietary and other confidential information of NetScout, and to not at any time, without NetScout’s prior written consent, reveal or disclose to any person outside of NetScout, or use for your own benefit or for the benefit of any other person or entity, any confidential information concerning NetScout’s business, clients, or employees. Confidential information includes, without limitation, financial information, reports, forecasts, intellectual property, trade secrets, know-how, software, market or sales information and plans, client lists, business plans, prospects and opportunities. All documents, records, materials, computers, software, equipment, office entry keys, credit cards and other physical property, and all copies of the same that have come into your possession or been produced by you in connection with your employment, have been and remain the sole property of NetScout. You agree that you will return all such property to NetScout, or certify its destruction, no later than the third anniversary of the date hereof.

7.General Release of Claims. In consideration of the promises made in this Agreement, you on behalf of yourself and your heirs, executors, administrators and assigns, hereby release and forever discharge NetScout and its parents and affiliates, and each of their respective officers, directors, employees, agents, successors and assigns (the “Released Parties”), from any and all suits, claims, demands, debts, sums of money, damages, interest, attorneys’ fees, expenses, actions, causes of action, judgments, accounts, promises, contracts, agreements, and any and all claims of law or in equity, whether now known or unknown, which you now have or ever have had against the Released Parties, or any of them, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, Mass. G.L. c. 148 and 151B, and any other federal, state or local statute, regulation, ordinance or common law creating employment-related causes of action, and all claims related to or arising out of your employment or your separation from employment with NetScout. Nothing in this General Release shall prevent you from seeking to enforce your rights under this Agreement and your rights under the Indemnification Agreement between you and NetScout dated as of September 13, 2006.

8.Second General Release of Claims. You agree that, on your Separation Date, you will sign and deliver to NetScout a second General Release of Claims containing substantially the same provisions of Section 7 with such changes as may be necessary or deemed desirable by

Mr. Narendra Popat

January 3, 2007

Page 4

NetScout because of changes in applicable law, releasing NetScout and its parents and affiliates, and each of their respective officers, directors, employees, agents, successors and assigns from any and all claims that may have arisen between the date you sign this Agreement and the third anniversary of the date hereof. Your eligibility to continue to receive the severance and benefits described in Section 3 is conditional upon your signing and delivering to NetScout this second General Release of Claims as provided in this Section 8. Nothing in this Second General Release shall prevent you from seeking to enforce your rights under this Agreement and your rights under the Indemnification Agreement between you and NetScout dated as of September 13, 2006.

9.Affirmation of Continuing Obligations. You hereby acknowledge and reaffirm your continuing obligations under the Non-Competition Agreement dated January 15, 1999 between you and NetScout.

10.Confidentiality of Agreement. Unless your public disclosure of this Agreement is required, you agree to keep strictly confidential, not to make public and not to disclose to anyone in any manner the terms of this Agreement except to your immediate family or other heirs entitled to a benefit hereunder, state and federal tax authorities, your attorneys, tax preparers, accountants or other professional advisers, and as may be necessary to enforce this Agreement or upon court order.

11.CONSULTATION WITH COUNSEL; TIME FOR SIGNING; REVOCATION. YOU HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY OF YOUR OWN CHOICE PRIOR TO SIGNING THIS AGREEMENT. YOU HAVE UNTIL TWENTY-ONE (21) DAYS FROM YOUR RECEIPT OF THIS AGREEMENT TO DECIDE WHETHER TO SIGN IT. YOU WILL HAVE SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO REVOKE YOUR SIGNATURE. IF YOU INTEND TO REVOKE YOUR SIGNATURE, YOU MUST DO SO IN WRITING ADDRESSED AND DELIVERED TO ME PRIOR TO THE END OF THE 7-DAY REVOCATION PERIOD.THIS AGREEMENT SHALL NOT BE EFFECTIVE, AND NEITHER NETSCOUT NOR YOU SHALL HAVE ANY RIGHTS OR OBLIGATIONS HEREUNDER, UNTIL THE EXPIRATION OF THE 7-DAY REVOCATION PERIOD.

12.General Provisions.

a)Right to Cure. NetScout will provide you with written notice in the event that it determines you have failed to comply with the provisions of this Agreement, and you shall have 30 business days to cure any such noncompliance after delivery of such written notice to you.

b)Severability. You agree that if any of the provisions of this Agreement are declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected.

Mr. Narendra Popat

January 3, 2007

Page 5

c)Enforcement; Applicable Law; Jurisdiction. This Agreement is intended to operate as a contract under seal and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. You hereby agree that any dispute concerning or arising out of this Agreement shall be brought in any court of competent jurisdiction within the Commonwealth of Massachusetts, and you hereby consent to jurisdiction in such courts.

d)Entire Agreement; No Representations. This Agreement constitutes the entire agreement between you and NetScout concerning the terms and conditions of your separation from employment with NetScout and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between you and NetScout, except as provided in Section 9 and except as provided under the Indemnification Agreement between you and NetScout dated as of September 13, 2006. You agree that NetScout has not made any statements or promises to you regarding the meaning or implication of any provision of this Agreement other than as stated herein.

e)Modification and Waiver. This Agreement may be amended or modified only in a writing signed by you and an authorized representative of NetScout. The failure of you or NetScout at any time to require the performance of any provision of this Agreement shall in no manner affect either party’s right at a later time to enforce the same provision.

f)Section 409A. It is the intention of the parties that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to any person pursuant to Section 409A of the Code. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall be interpreted, applied and to the minimum extent necessary, amended, so that this Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. It is the intent of the parties that any such amendment will give you substantially the same economic value as contained in this Agreement. Any reference in this Agreement to Section 409A of the Code shall also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

g)Successors and Assigns. All of the terms and conditions hereof shall be for and inure to the benefit of and shall bind the successors and assigns of NetScout. NetScout shall cause any successor to NetScout’s business (whether by merger, consolidation, sale of assets or otherwise) to agree to be bound by NetScout’s obligations under this Agreement, including, without limitation, this Section 12(g).

Mr. Narendra Popat

January 3, 2007

Page 6

Please indicate your understanding and acceptance of this Agreement by signing and returning one copy to me. The other copy is for your records.

	Very truly yours, /s/ Anil Singhal Anil Singhal CEO NetScout Systems, Inc.
Accepted and Agreed:
/s/ Narendra Popat                          Narendra Popat	Dated: January 3, 2007

EX-10.2

Exhibit 10.2

AGREEMENT RELATING TO EMPLOYMENT

Agreement dated January 3, 2007 by and between NetScout Systems, Inc., a Delaware corporation (the “Company”), and Anil Singhal, a founder of the Company (“Mr. Singhal”).

INTRODUCTION AND BACKGROUND

WHEREAS, the Company wishes to continue the services of Mr. Singhal for the periods stated herein, and Mr. Singhal wishes to provide his services for such period, all upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties, intending to be legally bound, agree as follows:

1. TITLE AND DUTIES.The Company agrees to employ Mr. Singhal to serve the Company in the capacity of Chief Executive Officer and such other titles and duties as are assigned to and accepted by Mr. Singhal by the Board of Directors. In accordance with such position Mr. Singhal will have appropriate responsibilities, duties and authority for the management of the Company, sufficient for the accomplishment of the goals set for him by the Board of Directors to whom he shall be responsible. Mr. Singhal shall use his best efforts in directing the business of the Company with the objective of providing maximum profit and return on invested capital, establishing current and long-range objectives, plans and policies subject to the approval of the Board, and representing the Company with its major customers, the financial community and the public.

The term of this Agreement will be for three (3) years (the “Initial Term”) commencing on January 19, 2007, (the “Effective Date”), and upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless written notice of non-renewal (a “Non-Renewal Notice”) is given by either party at least six months prior to the expiration of the Initial Term or any Renewal Term. The Initial Term and any Renewal Term shall be subject to termination as provided below.

2. BASE SALARY AND BONUS.During the term of this Agreement, the Company shall pay Mr. Singhal a base salary at an annual rate of $300,000, which base salary may be increased as determined by the Compensation Committee of the Board of Directors subject to the approval of the Board of Directors from time to time. The base salary shall be payable in installments in accordance with the Company’s regular payroll practices, as such practices may be modified from time to time, but not less than once a month. During the term of this Agreement, Mr. Singhal also will be eligible to receive a year-end bonus in addition to his base salary. The range and performance criteria for Mr. Singhal’s bonuses, as well as the annual award, will be determined by the Compensation Committee, subject to the approval of the Board of Directors, in consultation with Mr. Singhal. Any payments to Mr. Singhal under this Agreement will be made subject to withholdings required by law or authorized by Mr. Singhal.

3. BENEFITS.Each year during the term of this Agreement,Mr. Singhal will be eligible for and receive all Company benefits, including but not limited to, disability insurance coverage of no less than 100% of base salary (if such coverage provides less than 100%, NetScout will pay the difference unless and until Mr. Singhal’s employment terminates because Mr. Singhal is Disabled as provided in Section 5), eight (8) weeks of paid vacation, group life insurance not to exceed $1,000,000 per year (unless increased by the Company), and the Company’s medical, dental and vision care plans providing for family coverage as from time to time in effect, as well as any other benefits generally made available to senior executives of the Company. Additionally, during the term of this Agreement, the Company will provide Mr. Singhal with or will reimburse Mr. Singhal for actual costs related to the provision of services to him by professional tax and estate planning advisors, provided that such costs incurred will be reimbursed by the Company as soon as practicable, subject to the provisions of Section 9 below.

4. DEATH OF MR. SINGHAL.If Mr. Singhal’s employment terminates by reason of death, in addition to the foregoing Company provided life insurance, the Company will make the payments and provide for the benefits pursuant to Sections 2 and 3 of Schedule A hereto.

5. DISABILITY.If Mr. Singhal’s employment terminates because Mr. Singhal is Disabled, then the Company (i) will assist Mr. Singhal in obtaining any payments due under the Company’s short term and long term disability policies then in effect to which he is entitled and (ii) shall make the payments and benefits as set forth on Schedule A. Payments from the Company under this Section 5 shall be subject to the provisions of Section 9 below. As used herein the terms “Disabled” and “Disability” shall have the meanings set forth in the disability income insurance policy provided for Mr. Singhal by the Company.

6. TERMINATION WITHOUT DUE CAUSE.In the event that Mr. Singhal is terminated by the Company at any time for any reason other than Due Cause, Mr. Singhal terminates his employment with the Company at any time for any reason or the Company or Mr. Singhal elects not to renew this Agreement for any reason, the Company’s sole liability to Mr. Singhal will be to pay the amounts set forth in Schedule A hereto.

7. TERMINATION FOR DUE CAUSE.In the event that Mr. Singhal is terminated for Due Cause he will not be entitled to any severance payment, and the Company will have all of the rights and remedies available to it at law and in equity. In such a case, subject to the Company’s rights and remedies, including, without limitation, those of set-off, Mr. Singhal will be paid accrued base salary and vacation through the date of such termination and, for the period that he was employed by the Company during the fiscal year of termination, a bonus to the extent that such bonus has already been earned by Mr. Singhal due to the achievement of specific metrics and is determinable as of the date of termination. Payments under this Section 7 shall become payable as of the date of Mr. Singhal’s termination for Due Cause, subject to the provisions of Section 9 below.

- 2 -

“Due Cause” shall mean any of the following: (i) criminal conviction for willful fraud, embezzlement or theft against the Company or any of its affiliates; (ii) Mr. Singhal is convicted of, or pleads guilty or no contest to, a felony; (iii) willful, material nonperformance by Mr. Singhal (other than by reason of illness) of his material duties hereunder and failure to remedy such nonperformance within 30 days following written notice from the Board of Directors identifying the nonperformance and the actions required to cure it; or (iv) Mr. Singhal commits an act of gross negligence, engages in willful, material misconduct or otherwise acts with willful disregard for the Company’s best interests, and he fails to remedy such conduct within 30 days following written notice from the Board of Directors identifying the gross negligence, willful misconduct or willful disregard and the actions required to cure it (if such conduct can be cured).

Notwithstanding the foregoing, Mr. Singhal shall not be deemed to have been terminated for Due Cause unless and until there shall have been delivered to him (a) a copy of a resolution duly adopted by the unanimous affirmative vote of all of the members of the Board of Directors (exclusive of Mr. Singhal) at a meeting of the Board called and held for the purpose (after reasonable notice to Mr. Singhal and an opportunity for Mr. Singhal, together with his counsel, to be heard before the Board) finding that in the good faith opinion of the Board Mr. Singhal was guilty of conduct set forth above and specifying the particulars thereof in detail; and, if applicable (b) clear and conclusive evidence that Mr. Singhal engaged in willful fraud, embezzlement or theft against the Company or any of its affiliates or committed an act of gross negligence, engaged in willful, material misconduct or otherwise acted with willful disregard for the Company’s best interests.

8. COMPANY CAR.Consistent with prior practice, during the term of this Agreement, the Company will provide Mr. Singhal with or will reimburse Mr. Singhal for the cost of leasing a company car of make and model comparable to that provided to senior executives of companies in the computer hardware or software industries, and the Company will reimburse Mr. Singhal for all operating expenses, maintenance and fees, including automobile insurance.

9. SECTION 409A COMPLIANCE.It is the intention of the parties that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to any person pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Any reimbursements due under any provision of this Agreement shall be paid on the earlier of (1) the date or dates specifically set forth in this Agreement, if any, and (2) March 15 of the year following the year in which the expense is paid. In the case of any payment on termination (other than in the event of death or disability within the meaning of Section 409A of the Code or compliance with the requirements of Proposed Regulation §1.409A-1(b)(iii) or (iv) or any successor thereto) while Mr. Singhal is a specified employee within the meaning of Section 409A of the Code, in no event will such payment be made earlier than 6 months after the date Mr. Singhal’s employment with the Company terminates. In the event that, due to Section 409A of the Code, Mr. Singhal does not receive one or more cash payments he would otherwise be due during such six month period, all such delayed payments

- 3 -

will be made on the first day after the six month anniversary of his employment termination, and thereafter any remaining payments shall be made in accordance with the previously agreed-upon schedule. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall be interpreted, applied and to the minimum extent necessary, amended, so that this Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. Any reference in this Agreement to Section 409A of the Code shall also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

10. ADVISORY SERVICES.In connection with a termination of Mr. Singhal’s employment, the Company and Mr. Singhal will be free to negotiate, but will have no obligation to enter into, an agreement whereby Mr. Singhal renders advisory services to the Company upon terms and conditions agreed to at such time.

11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Company shall require any successor to all or substantially all of the business or assets of the Company to assume and agree to perform this agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Neither this Agreement nor any rights or benefits hereunder may be assigned by Mr. Singhal, except that, upon the death of Mr. Singhal, his earned and unpaid economic benefits will be paid as provided herein, or if not so provided, to his heirs or beneficiaries.

12.MISCELLANEOUS.

(a)Governing Law. The laws of the Commonwealth of Massachusetts shall apply to the construction, interpretation and enforcement of this Agreement, without application of its conflicts of laws principles.

(b)Counterparts. This Agreement may be signed in two (2) counterparts, each of which shall be deemed an original and both of which shall together constitute one agreement.

(c)Headings. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part, or affect the meaning, of this Agreement.

(d)Complete Agreement; Modification. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. The Agreement Relating to Employment between Mr. Singhal and the Company (as successor to Frontier Software Development, Inc.), dated as of June 1, 1994 as amended, is hereby terminated as of the Effective Date. Any modification of this Agreement shall be effective only if set forth in a written document signed by Mr. Singhal and a duly authorized officer or member of the Board of Directors of the Company other than Mr. Singhal. Nothing in this Agreement, nor any termination of Mr. Singhal’s employment with the Company for any

- 4 -

reason, shall affect the enforceability by Mr. Singhal against the Company of the Indemnification Agreement between him and the Company dated as of September 13, 2006.

(e)Waiver. No consent to or waiver of any breach or default in the performance of any obligation hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder. No purported waiver hereunder shall be effective unless it is in writing and signed by the waiving party.

(f)Severability. It is the express intent of the parties that in case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[Signature Page to Follow]

- 5 -

NETSCOUT SYSTEMS, INC.	MR. SINGHAL:
By:      /s/ David P. Sommers                             Name: David P. Sommers      Title:   Chief Financial Officer and                Senior Vice President, General Operations	/s/ Anil Singhal                             Anil Singhal

SCHEDULE A

1.Until the day that Mr. Singhal turns 65 years of age, the Company will provide him with the following payments and benefits, subject to the provisions of the Agreement:

a)Monthly Payments. The Company will pay Mr. Singhal severance of $16,208 per month, minus any withholdings as required by law. Such payments will be paid concurrently with the Company’s regular payroll, but no less than monthly. In order to provide for a cost of living increase with respect to certain benefits to be borne by Mr. Singhal that the monthly payments under this Section 1(a) are intended to cover, $4,443 of such monthly payments will be adjusted on the first anniversary, and such adjusted amount each anniversary thereafter, of the date that the Company is first required to make such payments by any percentage increase in the Consumer Price Index (CPI-U), U.S. City Average, all items,published by the United States Bureau of Labor Statistics, during the immediately preceding twelve (12) month period.

b)Benefits. The Company will either (a) continue Mr. Singhal’s family coverage under the Company’s group health, dental and vision plans at no expense to Mr. Singhal or (b) will pay for Mr. Singhal to obtain similar and comparable benefits.

2.In the event that Mr. Singhal dies before the age of 65:

a)The Company will pay the balance of the severance payments payable under Section 1(a) above to Mr. Singhal’s wife (or in the event of his wife’s death, his estate) in a lump sum on a net present value basis as reasonably determined by the Company. Such lump sum payment will be paid in the year of death if Mr. Singhal dies prior to November 1 and otherwise in January of the year following the year of death.

b)Until the date that Mr. Singhal would have turned the age of 65, the Company will continue to provide his wife and children with group health, dental and vision benefits at no expense to them, to the extent they are eligible for coverage under such group plans, or will pay for them to obtain similar and comparable benefits for as long as they would have been eligible for coverage if he had continued to work as an employee of the Company until he turned age 65.

3.With respect to bonus, Mr. Singhal will be eligible to receive the bonus provided for under Section 2 of the Agreement with respect to the full fiscal year during which the applicable termination pursuant to the Agreement occurred. Any portion of such bonus that has already been earned by Mr. Singhal due to the achievement of specific metrics and is determinable as of the date of termination will become payable as of the date of termination, and any other portion of such bonus will be paid at the same time or times as other executive level officers of the Company, subject, in each case, to the provisions of Section 9 of the Agreement.

EX-99.1

Exhibit 99.1

Contact:

Catherine Taylor

Director of Investor Relations

NetScout Systems, Inc.

978-614-4286

IR@netscout.com

NetScoutSystems Chairman and Co-Founder Narendra Popat to Retire

Co-Founder and CEO Anil Singhal Also Elected Chairman

WESTFORD, Mass., January 3, 2007 - NetScout Systems, Inc. (NASDAQ: NTCT), a leading provider of network performance management solutions, today announced that Narendra Popat, Chairman of the Board of Directors and Secretary of the company, intends to retire as an officer and director of the company on January 19, 2007 to spend more time with his family. Upon his retirement, Mr. Popat will become an advisor to NetScout’s Chief Executive Officer, Anil K. Singhal. The company’s Board of Directors voted to confer on Mr. Singhal the additional role of Chairman of the Board effective as of Mr. Popat’s retirement. The company also announced that Mr. Singhal entered into a new, three-year employment agreement with the company.

Mr. Popat and Mr. Singhal founded NetScout in 1984 and have been working side-by-side for over 22 years. During this time, Mr. Popat held various positions in the company, including President and Chief Operating Officer, in addition to his current positions. “Narendra and I have had a unique partnership over the past 22 years that will continue in the form of expert advice from Narendra on important matters affecting the company,” said Mr. Singhal. “Since the early days, Narendra has been a visionary and a vital contributor to the company’s success. While the company will miss his direct contributions on multiple fronts, his continued counsel will help keep NetScout in a strong financial, technological and competitive position.”

Looking forward, Mr. Singhal stated, “We are excited by NetScout’s opportunities for growth. Continuing, stable leadership will allow us to implement our business initiatives and strategies, to capitalize on our market opportunities and to enhance shareholder value.”

About NetScout Systems, Inc.

NetScout Systems, Inc. (NASDAQ: NTCT) is a market leader and pioneer of integrated network performance management products that unify performance across the enterprise. NetScout’s nGenius^® Performance Management System is helping more than 3,000 leading companies increase their return on infrastructure investments by optimizing the performance of networks and applications according to business priorities. NetScout is headquartered in Westford, Massachusetts and has offices worldwide. Further information is available at http://www.netscout.com.

©2006 NetScout Systems, Inc. All rights reserved. NetScout and the NetScout logo, nGenius, and Quantiva are registered trademarks of NetScout Systems, Inc. Other brands, product names and trademarks are property of their respective owners.