David Gould has agreed to resign as chairman and chief executive officer of Witness Systems following an internal investigation of stock option grants and practices by a special committee of independent directors for the firm.

Witness Systems provide workforce optimization solutions.

The investigation was launched in August and focused primarily on the time period from February 2000 when the company went public to August 2002.

The committee “did not find fraud or intentional misrepresentation in the financial reporting of the option grants that it analyzed, but did find inaccuracies in the determination of measurement dates for option grants affecting the company’s accounting and disclosures,” Witness Systems said in a statement issued Thursday evening. The firm said it would work with independent auditors to examine what corrections and changes that may need to be made.

The Witness board of directors also decided to separate the positions of chairman and CEO. Dan Lautenbach, a board member since 2002, was named chairman.

Gould will leave the board and as CEO on Jan. 3. “The company and Mr. Gould are negotiating further terms of his departure,” Witness Systems said.

Nicholas Discombe, the chief operating officer since April 2003, will replace Gould as CEO and also join the board.

Witness Systems: www.witness.com