S-8 POS












EXHIBIT 4.2  



CHECK POINT SOFTWARE
TECHNOLOGIES LTD. 



2005 UNITED STATES
EQUITY INCENTIVE PLAN 



    7.        Purposes
of the Plan. The purposes of this Unites States Incentive Plan           are:  



	 	— 	to
attract and retain the best available personnel for positions of substantial
responsibility,






	 	— 	to
provide additional incentive to Service Providers, and






	 	— 	to
promote the success of the Company's business.






        Awards
granted under the Plan may be Incentive Stock Options, Nonstatutory Stock Options,
Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Deferred
Stock Units or Dividend Equivalents, as determined by the Administrator at the time of
grant. 



    8.        Definitions.
As used herein, the following definitions shall apply:  



		    (a)        “Administrator” means
the Board or any of its Committees as           shall be administering the Plan, in
accordance with Section 4 of the Plan.  







		    (b)        “Applicable
Laws” means the requirements relating to the           administration of, or
otherwise affecting, equity compensation plans under           Israeli corporate laws,
U.S. state corporate laws, Israeli securities laws, U.S.           federal and state
securities laws, the Code and foreign tax laws, any stock           exchange or quotation
system on which the Shares are listed or quoted and the           applicable laws of any
other country or jurisdiction where Awards are granted           under the Plan or a
sub-plan or addendum hereto.  







		    (c)        “Award” means,
individually or collectively, a grant under the           Plan of Options, Restricted
Stock, Restricted Stock Units, Performance Shares,           Performance Units, Deferred
Stock Units or Dividend Equivalents.  







		    (d)        “Award
Agreement” means the written or electronic agreement           setting forth the
terms and provisions applicable to each Award granted under           the Plan. The Award
Agreement is subject to the terms and conditions of the           Plan.  







		    (e)        “Awarded
Stock” means the Ordinary Shares subject to an Award.  







		    (f)        “Board” means
the Board of Directors of the Company.  







		    (g)        “Change
of Control” means the occurrence of any of the           following events, in
one or a series of related transactions:  







		    (i)        any
“person,” as such term is used in Sections 13(d) and 14(d) of the
          Exchange Act, other than the Company, a subsidiary of the Company or a Company
          employee benefit plan, including any trustee of such plan acting as trustee, is
          or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities of the Company
representing           fifty percent (50%) or more of the combined voting power of the
Company’s           then outstanding securities entitled to vote generally in the
election of           directors; or  


















		    (ii)        a
merger or consolidation of the Company or any direct or indirect subsidiary of
          the Company with any other corporation, other than a merger or consolidation
          which would result in the voting securities of the Company outstanding
          immediately prior thereto continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the surviving
          entity) at least fifty percent (50%) of the total voting power represented by
          the voting securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation; or  







		    (iii)        the
sale or disposition by the Company of all or substantially all the           Company’s
assets.  







		    (h)        “Code” means
the Internal Revenue Code of 1986, as amended.  







		    (i)        “Committee” means
a Committee appointed by the Board in           accordance with Section 4 of the
Plan.  







		    (j)        “Company” means
Check Point Software Technologies Ltd.  







		    (k)        “Consultant” means
any person, other than an Employee, engaged           by the Company, or any Subsidiary
to render services and who is compensated for           such services.  







		    (l)        “Continuous
Status as a Director” means that the Director           relationship is not
interrupted or terminated.  







		    (m)        “Deferred
Stock Unit” means a deferred stock unit Award granted           to a Participant
pursuant to Section 13.  







		    (n)        “Director” means
a member of the Board.  







		    (o)        “Disability” means
total and permanent disability as defined in           Section 22(e)(3) of the
Code.  







		    (p)        “Dividend
Equivalent” means a credit, payable in cash, made at           the discretion of
the Administrator, to the account of a Participant in an           amount equal to the
cash dividends paid on one Share for each Share represented           by an Award held by
such Participant. The Dividend Equivalent for each Share           subject to an Award
shall only be paid to a Participant on the vesting date for           such Share.  







		    (q)        “Employee” means
any person, including Officers and Directors,           employed by the Company or any
Subsidiary of the Company. A Service Provider           shall not cease to be an Employee
in the case of (i) any leave of absence           approved by the Company or (ii) transfers
between locations of the Company           or between the Company, any Subsidiary, or any
successor. For purposes of           Incentive Stock Options, no such leave may exceed
ninety days, unless           reemployment upon expiration of such leave is guaranteed by
statute or contract.           If reemployment upon expiration of a leave of absence
approved by the Company or           its Subsidiary is not so guaranteed, then three (3)
months following the           91st day of such leave any Incentive Stock
Option held by the           Participant shall cease to be treated as an Incentive Stock
Option and shall be           treated for tax purposes as a Nonstatutory Stock Option.  







		    (r)        “Exchange
Act” means the Securities Exchange Act of 1934, as           amended.  







		    (s)        “Fair
Market Value” means, as of any date, the value of           Ordinary Shares
determined as follows:  







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		    (i)        If
the Ordinary Shares are listed on any established stock exchange or a           national
market system, including without limitation the Nasdaq National Market           of the
National Association of Securities Dealers, Inc. Automated Quotation           (“Nasdaq”) System,
the Fair Market Value of a Share of Ordinary           Shares shall be the closing sales
price for such shares (or the closing bid, if           no sales were reported) as
quoted on such system or exchange (or the           exchange with the greatest volume of
trading in Ordinary Shares) on the day           of determination, as reported in The
Wall Street Journal or such other           source as the Administrator deems
reliable;  







		    (ii)        If
the Ordinary Shares are quoted on the Nasdaq System (but not on the Nasdaq
          National Market thereof) or are regularly quoted by a recognized
securities           dealer but selling prices are not reported, the Fair Market Value of
an Ordinary           Share shall be the mean between the high bid and low asked prices
for the           Ordinary Shares on the last market trading day prior to the day of
          determination, as reported in The Wall Street Journal or such other
          source as the Administrator deems reliable;  







		    (iii)        In
the absence of an established market for the Ordinary Shares, the Fair Market
          Value shall be determined in good faith by the Administrator.  







		    (t)        “Incentive
Stock Option” means an Option intended to qualify as           an incentive
stock option within the meaning of Section 422 of the Code and           the
regulations promulgated thereunder.  







		    (u)        “Non-Employee
Director” means a Director who is neither an           Employee nor a Consultant
and who is not a resident of Israel.  







		    (v)        “Nonstatutory
Stock Option” means an Option not intended to           qualify as an Incentive
Stock Option.  







		    (w)        “Notice
of Grant” means a written or electronic notice           evidencing certain
terms and conditions of an individual Award. The Notice of           Grant is part of the
Award Agreement.  







		    (x)        “Officer” means
a person who is an officer of the Company or a           Subsidiary within the meaning of
Section 16 of the Exchange Act and the           rules and regulations promulgated
thereunder.  







		    (y)        “Option” means
a stock option granted pursuant to the Plan.  







		    (z)        “Option
Agreement” means a written or electronic agreement           between the Company
and a Participant evidencing the terms and conditions of an           individual Option
grant. The Option Agreement is subject to the terms and           conditions of the Plan.  







		    (aa)        “Ordinary
Shares” shall mean the Ordinary Shares of the           Company., NIS 0.01
nominal value.  







		    (bb)        “Participant” means
the holder of an outstanding Award granted           under the Plan.  







		    (cc)        “Performance
Share” means a performance share Award granted to           a Participant
pursuant to Section 11.  







		    (dd)        “Performance
Unit”means a performance unit Award           granted to a Participant
pursuant to Section 12.  







		    (ee)        “Plan” means
this 2005 United States Equity Incentive Plan.  







		    (ff)        “Restricted
Stock” means Shares granted pursuant to           Section 9 of the Plan.  







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		    (gg)        “Restricted
Stock Unit” means an Award granted pursuant to           Section 10 of the Plan.  







		    (hh)        “Service
Provider” means an Employee, Consultant or           Non-Employee Director.  







		    (ii)        “Share” means
a share of the Ordinary Shares, as adjusted in           accordance with Section 19
of the Plan.  







		    (jj)        “Subsidiary” means
a “subsidiary corporation”,           whether now or hereafter existing, as
defined in Section 424(f) of the           Code.  







    9.        Stock
Subject to the Plan. Subject to the provisions of Section 19           of the
Plan, the maximum aggregate number of Shares which may be issued under           the Plan
is twenty million Shares, increased annually on the first day of each           of the
Company’s fiscal years during the term of the Plan by two million           Shares.  



        The
Shares may be authorized, but unissued, or reacquired Ordinary Shares. 



        Any Shares
subject to Options shall be counted against the numerical limits of this Section 3 as
one Share for every Share subject thereto. Any Shares subject to Restricted Stock,
Performance Shares or Restricted Stock Units with a per share or unit purchase price lower
than 100% of Fair Market Value on the date of grant shall be counted against the numerical
limits of this Section 3 as two Shares for every one Share subject thereto. To
the extent that a Share that was subject to an Award that counted as two Shares against
the Plan reserve pursuant to the preceding sentence is recycled back into the Plan under
the next paragraph of this Section 3, the Plan shall be credited with two
Shares. 



        If
an Award expires or becomes unexercisable without having been exercised in full, or, with
respect to Restricted Stock, Performance Shares or Restricted Stock Units, is forfeited to
or repurchased by the Company at its original purchase price due to such Award failing to
vest, the unpurchased Shares (or for Awards other than Options, the forfeited or
repurchased shares) which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated). Shares that have actually been
issued under the Plan under any Award shall not be returned to the Plan and shall not
become available for future distribution under the Plan; provided, however, that if Shares
of Restricted Stock, Performance Shares or Restricted Stock Units are repurchased by the
Company at their original purchase price or are forfeited to the Company due to such
Awards failing to vest, such Shares shall become available for future grant under the
Plan. Shares used to pay the exercise price of an Option shall not become available for
future grant or sale under the Plan. Shares used to satisfy tax withholding obligations
shall not become available for future grant or sale under the Plan. To the extent an Award
under the Plan is paid out in cash rather than stock, such cash payment shall not reduce
the number of Shares available for issuance under the Plan. Any payout of Dividend
Equivalents or Performance Units, because they are payable only in cash, shall not reduce
the number of Shares available for issuance under the Plan. Conversely, any forfeiture of
Dividend Equivalents or Performance Units shall not increase the number of Shares
available for issuance under the Plan. 



    10.        Administration
of the Plan.  



		    (a)        Procedure.
The Plan shall be administered by (A) the Board or           (B) a Committee,
which committee shall be constituted to satisfy Applicable           Laws. The Plan may
be administered by different Committees with respect to           different groups of
Service Providers.  







		    (b)        Powers
of the Administrator. Subject to the provisions of the Plan, and           in the
case of a Committee, subject to the specific duties delegated by the           Board to
such Committee, the Administrator shall have the authority, in its           discretion:  







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		    (i)        to
determine the Fair Market Value of the Ordinary Shares, in accordance with
          Section 2(s) of the Plan;  







		    (ii)        to
select the Service Providers to whom Awards may be granted hereunder;  







		    (iii)        to
determine whether and to what extent Awards or any combination thereof, are
          granted hereunder;  







		    (iv)        to
determine the number of Ordinary Shares or equivalent units to be covered by
          each Award granted hereunder;  







		    (v)        to
approve forms of agreement for use under the Plan;  







		    (vi)        to
determine the terms and conditions, not inconsistent with the terms of the
          Plan, of any award granted hereunder. Such terms and conditions include, but
are           not limited to, the exercise price, the time or times when Options may be
          exercised or other Awards vest (which may be based on performance criteria),
any           vesting acceleration or waiver of forfeiture restrictions, and any
restriction           or limitation regarding any Award or the Ordinary Shares relating
thereto, based           in each case on such factors as the Administrator, in its sole
discretion, shall           determine;  







		    (vii)        to
construe and interpret the terms of the Plan and Awards;  







		    (viii)        to
prescribe, amend and rescind rules and regulations relating to the Plan,
          including rules and regulations relating to sub-plans or Plan addendums
          established for the purpose of qualifying for preferred tax treatment under
          foreign tax laws;  







		    (ix)        to
modify or amend each Award (subject to Section 21(c) of the Plan),
          including the discretionary authority to extend the post-termination
          exercisability period of Options longer than is otherwise provided for in the
          Plan;  







		    (x)        to
authorize any person to execute on behalf of the Company any instrument
          required to effect the grant of an Award previously granted by the
          Administrator;  







		    (xi)        to
allow Participants to satisfy withholding tax obligations by electing to have
          the Company or its Subsidiary withhold from the Shares or cash to be issued
upon           exercise or vesting of an Award (or distribution of a Deferred Stock Unit)
that           number of Shares or cash having a Fair Market Value equal to the minimum
amount           required to be withheld. The Fair Market Value of any Shares to be
withheld           shall be determined on the date that the amount of tax to be withheld
is to be           determined. All elections by a Participant to have Shares or cash
withheld for           this purpose shall be made in such form and under such conditions
as the           Administrator may deem necessary or advisable;  







		    (xii)        to
determine whether Dividend Equivalents will be granted in connection with
          another Award;  







		    (xiii)        to
determine the terms and restrictions applicable to Awards; and  







		    (xiv)        to
make all other determinations deemed necessary or advisable for administering
          the Plan.  







		    (c)        Effect
of Administrator’s Decision. The Administrator’s           decisions,
determinations and interpretations shall be final and binding on all
          Participants and any other holders of Awards.  







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    11.        Eligibility.
Restricted Stock, Restricted Stock Units, Performance           Shares, Performance
Units, Deferred Stock Units, Dividend Equivalents and           Nonstatutory Stock
Options may be granted to Service Providers. Incentive Stock           Options may be
granted only to Employees.  



    12.        No
Employment Rights. Neither the Plan nor any Award shall confer upon a
          Participant any right with respect to continuing the Participant’s
          employment with the Company or its Subsidiaries, nor shall they interfere in
any           way with the Participant’s right or the Company’s or Subsidiary’s
          right, as the case may be, to terminate such employment at any time, with or
          without cause or notice.  



    13.        Term
of Plan. The Plan shall continue in effect for a term of ten           (10) years
following the date upon which the Board approved the Plan in           2005.  



    14.        Stock
Options.  



		    (a)        Term.
The term of each Option shall be stated in the Notice of Grant;           provided,
however, that the term shall be no more than seven (7) years from           the date
of grant or such shorter term as may be provided in the Notice of           Grant.
Moreover, in the case of an Incentive Stock Option granted to a           Participant
who, at the time the Incentive Stock Option is granted, owns stock           representing
more than ten percent (10%) of the voting power of all classes           of stock of
the Company or any Subsidiary, the term of the Incentive Stock           Option shall be
five (5) years from the date of grant or such shorter term           as may be
provided in the Notice of Grant.  







		    (b)        Option
Exercise Price. The per share exercise price for the Shares to be           issued
pursuant to exercise of an Option shall be determined by the           Administrator and
shall be no less than 100% of the Fair Market Value per share           on the date of
grant; provided, however, that in the case of an Incentive Stock           Option granted
to an Employee who, at the time the Incentive Stock Option is           granted, owns
stock representing more than ten percent (10%) of the voting           power of all
classes of stock of the Company or any Subsidiary, the per Share           exercise price
shall be no less than 110% of the Fair Market Value per Share on           the date of
grant.  







		    (c)        Waiting
Period and Exercise Dates. At the time an Option is granted, the
          Administrator shall fix the period within which the Option may be exercised and
          shall determine any conditions which must be satisfied before the Option may be
          exercised. In so doing, the Administrator may specify that an Option may not be
          exercised until the completion of a service period or until performance
          milestones are satisfied. In any event, no Option granted hereunder shall vest
          until at least six months following the Option grant date.  







		    (d)        Form
of Consideration. The Administrator shall determine the acceptable           form of
consideration for exercising an Option, including the method of payment.           In the
case of an Incentive Stock Option, the Administrator shall determine the
          acceptable form of consideration at the time of grant. Subject to Applicable
          Laws, such consideration may consist entirely of:  







		    (i)        cash;  







		    (ii)        check;  







		    (iii)        other
Shares which (A) in the case of Shares acquired upon exercise of an
          option, have been owned by the Participant for more than six months on the date
          of surrender, and (B) have a Fair Market Value on the date of surrender
          equal to the aggregate exercise price of the Shares as to which said Option
          shall be exercised;  







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		    (iv)        delivery
of a properly executed exercise notice together with such other           documentation
as the Administrator and the broker, if applicable, shall require           to effect an
exercise of the Option and delivery to the Company or Subsidiary of           the sale
proceeds required to pay the exercise price;  







		    (v)        any
combination of the foregoing methods of payment; or  







		    (vi)        such
other consideration and method of payment for the issuance of Shares to the
          extent permitted by Applicable Laws.  







		    (e)        Exercise
of Option; Rights as a Stockholder. Any Option granted hereunder           shall be
exercisable according to the terms of the Plan and at such times and           under such
conditions as determined by the Administrator and set forth in the           Option
Agreement.  







        An
Option may not be exercised for a fraction of a Share. 



        An Option
shall be deemed exercised when the Company receives: (i) written or electronic notice
of exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to which the
Option is exercised. Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares
issued upon exercise of an Option shall be issued in the name of the Participant. Until
the stock certificate evidencing such Shares is issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the optioned stock, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as provided
in Section 19 of the Plan. 



        Exercising
an Option in any manner shall decrease the number of Shares thereafter available for sale
under the Option, by the number of Shares as to which the Option is exercised. 



		    (f)        ISO
$100,000 Rule. Each Option shall be designated in the Notice of Grant
               as either an Incentive Stock Option or a Nonstatutory Stock Option.
However,                notwithstanding such designations, to the extent that the
aggregate Fair Market                Value:  







		    (i)        of
Shares subject to a Participant’s Incentive Stock Options granted by the
               Company or any Subsidiary, which  







		    (ii)        become
exercisable for the first time during any calendar year (under all plans
               of the Company or any Subsidiary) exceeds $100,000, such excess
Options                shall be treated as Nonstatutory Stock Options. For purposes of
this                Section 8(i), Incentive Stock Options shall be taken into
account in the                order in which they were granted, and the Fair Market Value
of the Shares shall                be determined as of the time of grant.  







    15.        Restricted
Stock.  



		    (a)        Grant
of Restricted Stock. Subject to the terms and conditions of the                Plan,
Restricted Stock may be granted to Participants at any time as shall be
               determined by the Administrator, in its sole discretion. The Administrator
shall                have complete discretion to determine (i) the number of Shares
subject to a                Restricted Stock award granted to any Participant, and (ii) the
conditions                that must be satisfied, which typically will be based
principally or solely on                continued provision of services but may include a
performance-based component,                upon which is conditioned the grant, vesting
or issuance of Restricted Stock;                provided, however that no Restricted
Stock Award shall vest until at least one                year following the grant date.  







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		    (b)        Other
Terms. The Administrator, subject to the provisions of the Plan,                shall
have complete discretion to determine the terms and conditions of
               Restricted Stock granted under the Plan. Restricted Stock grants shall be
               subject to the terms, conditions, and restrictions determined by the
               Administrator at the time the stock or the restricted stock unit is
awarded. The                Administrator may require the recipient to sign a Restricted
Stock Award                agreement as a condition of the award. Any certificates
representing the Shares                of stock awarded shall bear such legends as shall
be determined by the                Administrator.  







		    (c)        Restricted
Stock Award Agreement. Each Restricted Stock grant shall be                evidenced
by an agreement that shall specify the purchase price (if any) and                such
other terms and conditions as the Administrator, in its sole discretion,
               shall determine; provided; however, that if the Restricted Stock grant has
a                purchase price, such purchase price must be paid no more than ten (10)
years                following the date of grant.  







    16.        Restricted
Stock Units.  



		    (a)        Grant.
Restricted Stock Units may be granted at any time and from time to                time as
determined by the Administrator. The Administrator shall have complete
               discretion to determine (i) the number of Shares subject to a
Restricted                Stock Unit award granted to any Participant, and (ii) the
conditions that                must be satisfied, which typically will be based
principally or solely on                continued service but may include a
performance-based component, upon which is                conditioned the grant or
vesting of Restricted Stock Units. Restricted Stock                Units shall be granted
in the form of units to acquire Shares. Each such unit                shall be the
equivalent of one Share for purposes of determining the number of                Shares
subject to an Award. Until the Shares are issued, no right to vote or
               receive dividends or any other rights as a stockholder shall exist with
respect                to the units to acquire Shares.  







		    (b)        Vesting
Criteria and Other Terms. The Administrator shall set vesting                criteria
in its discretion, which, depending on the extent to which the criteria
               are met, will determine the number of Restricted Stock Units that will be
paid                out to the Participant. The Administrator may set vesting criteria
based upon                the achievement of Company-wide, Subsidiary-wide, business
unit, or individual                goals (including, but not limited to, continued
employment), or any other basis                determined by the Administrator in its
discretion; provided, however that no                Restricted Unit Award shall vest
until at least one year following the grant                date.  







		    (c)        Earning
Restricted Stock Units. Upon meeting the applicable vesting                criteria,
the Participant shall be entitled to receive a payout as specified in                the
Restricted Stock Unit Award Agreement. Notwithstanding the foregoing, at any
               time after the grant of Restricted Stock Units, the Administrator, in its
sole                discretion, may reduce or waive any vesting criteria that must be met
to receive                a payout.  







		    (d)        Form
and Timing of Payment. Payment of earned Restricted Stock Units                shall
be made as soon as practicable after the date(s) set forth in the
               Restricted Stock Unit Award Agreement. The Administrator shall pay earned
               Restricted Stock Units in Shares.  







		    (e)        Cancellation.
On the date set forth in the Restricted Stock Unit Award                Agreement, all
unearned Restricted Stock Units shall be forfeited to the                Company.  







    17.        Performance
Shares.  



		    (a)        Grant
of Performance Shares. Subject to the terms and conditions of the
               Plan, Performance Shares may be granted to Participants at any time as
shall be                determined by the Administrator, in its sole discretion. The
Administrator shall                have complete discretion to determine (i) the
number of Shares subject to a                Performance Share award granted to any
Participant, and (ii) the conditions                that must be satisfied, which
typically will be based principally or solely on                achievement of
performance milestones but may include a service-based component,                upon
which is conditioned the grant or vesting of Performance Shares.
               Performance Shares shall be granted in the form of units to acquire
Shares. Each                such unit shall be the equivalent of one Share for purposes
of determining the                number of Shares subject to an Award. Until the Shares
are issued, no right to                vote or receive dividends or any other rights as a
stockholder shall exist with                respect to the units to acquire Shares.  







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		    (b)        Other
Terms. The Administrator, subject to the provisions of the Plan,                shall
have complete discretion to determine the terms and conditions of
               Performance Shares granted under the Plan. Performance Share grants shall
be                subject to the terms, conditions, and restrictions determined by the
               Administrator at the time the stock is awarded, which may include such
               performance-based milestones as are determined appropriate by the
Administrator;                provided, however that no Performance Share Award shall
vest until at least one                year following the grant date. The Administrator
may require the recipient to                sign a Performance Shares agreement as a
condition of the award. Any                certificates representing the Shares of stock
awarded shall bear such legends as                shall be determined by the
Administrator.  







		    (c)        Performance
Share Award Agreement. Each Performance Share grant shall be                evidenced
by an agreement that shall specify such other terms and conditions as                the
Administrator, in its sole discretion, shall determine.  







	    18.        Performance
Units.  







		    (a)        Grant
of Performance Units. Performance Units are similar to Performance
               Shares, except that they shall be settled in a cash equivalent to the Fair
               Market Value of the underlying Shares, determined as of the vesting date.
               Subject to the terms and conditions of the Plan, Performance Units may be
               granted to Participants at any time and from time to time as shall be
determined                by the Administrator, in its sole discretion. The Administrator
shall have                complete discretion to determine the conditions that must be
satisfied, which                typically will be based principally or solely on
achievement of performance                milestones but may include a service-based
component, upon which is conditioned                the grant or vesting of Performance
Units. Performance Units shall be granted in                the form of units to acquire
Shares. Each such unit shall be the cash equivalent                of one Share of
Ordinary Shares. No right to vote or receive dividends or any                other rights
as a stockholder shall exist with respect to Performance Units or                the cash
payable thereunder.  







		    (b)       Number
of Performance Units. The Administrator will have complete                discretion
in determining the number of Performance Units granted to any                Participant.  







		    (c)        Other
Terms. The Administrator, subject to the provisions of the Plan,                shall
have complete discretion to determine the terms and conditions of
               Performance Units granted under the Plan. Performance Unit grants shall be
               subject to the terms, conditions, and restrictions determined by the
               Administrator at the time the grant is awarded, which may include such
               performance-based milestones as are determined appropriate by the
Administrator.                The Administrator may require the recipient to sign a
Performance Unit agreement                as a condition of the award. Any certificates
representing the units awarded                shall bear such legends as shall be
determined by the Administrator.  







		    (d)        Performance
Unit Award Agreement. Each Performance Unit grant shall be                evidenced
by an agreement that shall specify such terms and conditions as the
               Administrator, in its sole discretion, shall determine.  







    19.        Deferred
Stock Units. Deferred Stock Units shall consist of a Restricted                Stock,
Restricted Stock Unit, Performance Share or Performance Unit Award that
               the Administrator, in its sole discretion permits to be paid out in
installments                or on a deferred basis, in accordance with rules and
procedures established by                the Administrator. Deferred Stock Units shall
remain subject to the claims of                the Company’s general creditors until
distributed to the Participant.  



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    20.        Automatic
Stock Option Grants to Non-Employee Directors.  



		    (a)        Procedure
for Grants. All grants of Options to Non-Employee Directors                under this
Section 14 shall be automatic and non-discretionary and shall be made
               strictly in accordance with the following provisions:  







		    (i)        Each
Non-Employee Director shall be automatically granted an Option to purchase
               50,000 Shares, or a lesser amount determined by the Board, in its sole
               discretion (the “First Option”) upon the date on which such
person                first becomes a Director, whether through election by the
stockholders of the                Company or appointment by the Board of Directors to
fill a vacancy; provided,                however, that an Non-Employee Director who has
previously been employed by the                Company (or any Subsidiary) shall not be
eligible to receive a First Option.  







		    (ii)        At
each of the Company’s annual stockholder meetings, and commencing in
               2005,each Non-Employee Director shall be automatically granted an
Option                to purchase 25,000 Shares, or a lesser amount determined by the
Board, in its                sole discretion (the “Subsequent Option”),
provided that such                individual has served as an Non-Employee Director for
at least six months prior                to the date of such annual meeting.  







		    (iii)        Notwithstanding
the provisions of subsections (i) and                (ii) hereof, in the
event that an automatic grant hereunder would cause the                number of Shares
subject to outstanding Options plus the number of Shares                previously
purchased upon exercise of Options to exceed the number of Shares
               available for issuance under the Plan, then each such automatic grant
shall be                for that number of Shares determined by dividing the total number
of Shares                remaining available for grant by the number of Non-Employee
Directors on the                automatic grant date. Any further grants shall then be
deferred until such time,                if any, as additional Shares become available
for grant under the Plan.  







		    (iv)        The
terms of an Option granted hereunder shall be as follows:  









		    (A)        the
term of the Option shall be seven (7) years.  







		    (B)        the
Option shall be exercisable only while the Non-Employee Director remains a
               Director of the Company, except as set forth in subsection (c) hereof.  







		    (C)        the
exercise price per Share shall be 100% of the fair market value per Share on
               the date of grant of the Option.  







		    (D)        the
First Option shall become exercisable as to 1/4th of the covered
               Shares each year on the day prior to each year’s normally scheduled
annual                stockholders’ meeting, so as to become 100% vested on the day
prior to the                normally scheduled annual stockholders’ meeting
occurring approximately                four years following the grant date, subject to
the Participant maintaining                Continuous Status as a Director on each
vesting date.  







		    (E)        The
Subsequent Option shall become exercisable as to 50% of the covered Shares
               six months following the grant date, and as to an additional 25% of the
covered                Shares each three months thereafter, so as to be 100% vested on
the first                anniversary of the grant date, subject to the Participant
maintaining Continuous                Status as a Director on each vesting date.  







		    (b)        Consideration
for Exercising Non-Employee Director Stock Options. The                consideration
to be paid for the Shares to be issued upon exercise of an                automatic
Non-Employee Director Option shall consist of any consideration                permitted
under section 8(e) hereof and as set forth in the Award Agreement.  







- 10 -










		    (c)        Post-Directorship
Exercisability. If a Non-Employee Director ceases to                serve as a
Director, he or she may, but only within one year after the date he                or she
ceases to be a Director, exercise his or her Option to the extent that he
               or she was entitled to exercise it at the date of such termination. To the
               extent that he or she was not entitled to exercise an Option at the date
of such                termination, or if he or she does not exercise such Option (which
he was                entitled to exercise) within the time specified herein, the Option
shall                terminate. 







		    (d)        Limitation
on Automatic Stock Option Grants. The Directors serving                immediately
prior to the appointment or election of a new Non-Employee Director,                or
prior to an annual stockholders’ meeting, as the case may be, shall
               determine as to each new Non-Employee Director whether he or she shall be
               granted an Award under this Section 14 or under the comparable provisions
of                another incentive plan of the Company. A new Non-Employee Director who
receives                a First Option under this Plan shall not be eligible to receive a
comparable                automatic stock option grant under any other incentive plan of
the Company. A                new Non-Employee Director who receives a Subsequent Option
under this Plan shall                not be eligible to receive a comparable automatic
stock option grant under any                other incentive plan of the Company with
respect to such fiscal year of the                Company.  







    21.        Termination
of Relationships, Death or Disability.  



		    (a)        Termination
of Relationship as a Service Provider. If a Participant                ceases to be a
Service Provider, other than upon the Participant’s death or
               Disability, then (i) in the case of an Award that is an Option, the
               Participant may exercise any Options within such period of time as is
specified                in the Option Agreement to the extent that the Option is vested
on the date of                termination (but in no event later than the expiration of
the term of such                Option as set forth in the Option Agreement), and (ii) in
the case of any                Award other than an Option, the Participant shall be
entitled to the benefit                conferred by such Award during such period of time
as is specified in the Award                Agreement to the extent that the Award is
vested on the date of termination (but                in no event later than the
expiration of the term of such Award, if any, as set                forth in the Award
Agreement). In the absence of a specified time in the Award                Agreement, an
Option shall remain exercisable, and the Participant shall be                entitled to
the benefit conferred by an Award other than an Option, for three                months
following the Participant’s termination. If, on the date of
               termination, the Participant is not vested as to his or her entire Award,
the                Shares covered by the unvested portion of the Award shall revert to
the Plan.                If, after termination, the Participant does not exercise his or
her Option, or                receive the benefit conferred by an Award other than an
Option, within the time                specified herein, the Award shall terminate, and
the Shares covered by such                Award shall revert to the Plan.  







		    (b)        Disability.
If a Participant ceases to be a Service Provider as a result                of the
Participant’s Disability, then (i) in the case of an Award that
               is an Option, the Participant may exercise his or her Option within such
period                of time as is specified in the Option Agreement to the extent the
Option is                vested on the date of termination (but in no event later than
the expiration of                the term of such Option as set forth in the Option
Agreement), and (ii) in                the case of any Award other than an Option,
the Participant shall be entitled to                the benefit conferred by such Award
during such period of time as is specified                in the Award Agreement to the
extent that the Award is vested on the date of                termination (but in no
event later than the expiration of the term of such                Award, if any, as set
forth in the Award Agreement). In the absence of a                specified time in the
Award Agreement, an Option shall remain exercisable, and                the Participant
shall be entitled to the benefit conferred by an Award other                than an
Option, for twelve (12) months following the Participant’s
               termination due to Disability. If, on the date of termination, the
Participant                is not vested as to his or her entire Award, the Shares
covered by the unvested                portion of the Award shall revert to the Plan. If,
after termination, the                Participant does not exercise his or her Option, or
receive the benefit                conferred by an Award other than an Option, within the
time specified herein,                the Award shall terminate, and the Shares covered
by such Award shall revert to                the Plan.  







- 11 -










		    (c)        Death
of Participant. If a Participant dies while a Service Provider,                then
(i) in the case of an Award that is an Option, the Option may be
               exercised following the Participant’s death within such period of
time as                is specified in the Option Agreement to the extent the Option is
vested on the                date of death (but in no event may the option be exercised
later than the                expiration of the term of such Option as set forth in the
Option Agreement), by                the Participant’s designated beneficiary,
provided such beneficiary has                been designated prior to Participant’s
death in a form acceptable to the                Administrator, and (ii) in the case
of any Award other than an Option, the                Participant’s designated
beneficiary, provided such beneficiary has been                designated prior to
Participant’s death in a form acceptable to the                Administrator, shall
be entitled to the benefit conferred by such Award during                such period of
time as is specified in the Award Agreement to the extent that                the Award
is vested on the date of death (but in no event later than the                expiration
of the term of such Award, if any, as set forth in the Award                Agreement).
If no such beneficiary has been designated by the Participant, then                such
Option may be exercised by, or the benefit conferred by such Award shall be
               provided to, the personal representative of the Participant’s estate
or by                the person(s) to whom the Award is transferred pursuant to the
               Participant’s will or in accordance with the laws of descent and
               distribution. In the absence of a specified time in the Award Agreement,
the                Option shall remain exercisable, or the benefit conferred by such
Award shall be                provided, for twelve (12) months following Participant’s
death. If the                Option is not so exercised or the benefit conferred by such
Award is not                provided within the time specified herein, the Award shall
terminate, and the                Shares covered by such Award shall revert to the Plan.  







    22.        Leaves
of Absence. Unless the Administrator provides otherwise or except                as
otherwise required by Applicable Laws, vesting of Awards granted hereunder
               shall cease commencing on the first day of any unpaid leave of absence and
shall                only recommence upon return to active service.  



    23.        Part-Time
Service. Unless the Administrator provides otherwise or except                as
otherwise required by Applicable Laws, any service-based vesting of Awards
               granted hereunder shall be extended on a proportionate basis in the event
an                Employee transitions to a work schedule under which they are
customarily                scheduled to work on less than a full-time basis, or if not on
a full-time work                schedule, to a schedule requiring fewer hours of service.
Such vesting shall be                proportionately re-adjusted prospectively in the
event that the Employee                subsequently becomes regularly scheduled to work
additional hours of service.  



    24.        Non-Transferability
of Awards. Unless determined otherwise by the                Administrator, an Award
may not be sold, pledged, assigned, hypothecated,                transferred, or disposed
of in any manner other than by will or by the laws of                descent or
distribution and may be exercised, during the lifetime of the                recipient,
only by the recipient. If the Administrator makes an Award                transferable,
it may only be transferable for no consideration to transferees                permitted
pursuant to a Form S-8 Registration Statement (such as family members                or
pursuant to a settlement of marital property rights) and such Award shall
               contain such additional terms and conditions as the Administrator deems
               appropriate.  



    25.        Adjustments
Upon Changes in Capitalization, Dissolution or Liquidation or                Change of
Control.  



		    (a)        Changes
in Capitalization. Subject to any required action by the                stockholders
of the Company, the number of Ordinary Shares covered by each                outstanding
Award, the number of Ordinary Shares which have been authorized for
               issuance under the Plan but as to which no Awards have yet been granted
               (including the automatic annual replenishment of two million Ordinary
Shares) or                which have been returned to the Plan upon cancellation or
expiration of an                Award, the number of Ordinary Shares subject to automatic
option grants to                Non-Employee Directors under Section 14 hereof, as well
as the price per                Ordinary Share covered by each such outstanding Award
shall be proportionately                adjusted for any increase or decrease in the
number of issued Ordinary Shares                resulting from a stock split, reverse
stock split, stock dividend, combination                or reclassification of the
Ordinary Shares, or any other increase or decrease in                the number of issued
Ordinary Shares effected without receipt of consideration                by the Company;
provided, however, that conversion of any convertible securities                of the
Company shall not be deemed to have been “effected without receipt                of
consideration.” Such adjustment shall be made by the Administrator,
               whose determination in that respect shall be final, binding and
conclusive.                Except as expressly provided herein, no issuance by the
Company of shares of                stock of any class, or securities convertible into
shares of stock of any class,                shall affect, and no adjustment by reason
thereof shall be made with respect to,                the number or price of Ordinary
Shares subject to an Award.  







- 12 -










		    (b)        Dissolution
or Liquidation. In the event of the proposed dissolution or
               liquidation of the Company, the Administrator shall notify each
Participant as                soon as practicable prior to the effective date of such
proposed transaction.                The Administrator in its discretion may provide for
a Participant to have the                right to exercise his or her Option until ten
(10) days prior to such                transaction as to all of the Awarded Stock covered
thereby, including Shares as                to which the Award would not otherwise be
exercisable. In addition, the                Administrator may provide that any Company
repurchase option or forfeiture                rights applicable to any Award shall lapse
100%, and that any Award vesting                shall accelerate 100%, provided the
proposed dissolution or liquidation takes                place at the time and in the
manner contemplated. To the extent it has not been                previously exercised
(with respect to Options) or vested (with respect to other                Awards), an
Award will terminate immediately prior to the consummation of such
               proposed action.  







		    (c)        Change
of Control.  







		    (i)        Stock
Options. In the event of a Change of Control, each outstanding                Option
shall be assumed or an equivalent option substituted by the successor
               corporation or a parent or Subsidiary of the successor corporation. In the
event                that the successor corporation refuses to assume or substitute for
the Option,                the Administrator, in its sole discretion, may provide that
either (i) all                Options shall terminate immediately prior to the
consummation of the Change of                Control, or (ii) Participants shall fully
vest in and have the right to exercise                their Options as to all of the
Awarded Stock, including Shares as to which it                would not otherwise be
vested or exercisable. If an Option becomes fully vested                and exercisable
in lieu of assumption or substitution in the event of a Change                of Control,
the Administrator shall notify the Participant in writing or
               electronically that the Option shall be fully vested and exercisable for a
               period of fifteen (15) days from the date of such notice, and the Option
shall                terminate upon the expiration of such period. For the purposes of
this                paragraph, the Option shall be considered assumed if, following the
Change of                Control, the option confers the right to purchase or receive,
for each Share of                Awarded Stock subject to the Option immediately prior to
the Change of Control,                the consideration (whether stock, cash, or other
securities or property)                received in the Change of Control by holders of
Ordinary Shares for each Share                held on the effective date of the
transaction (and if holders were offered a                choice of consideration, the
type of consideration chosen by the holders of a                majority of the
outstanding Ordinary Shares); provided, however, that if such
               consideration received in the Change of Control is not solely stock of the
               successor corporation or its parent, the Administrator may, with the
consent of                the successor corporation, provide for the consideration to be
received upon the                exercise of the Option, for each Share of Awarded Stock
subject to the Option,                to be solely stock of the successor corporation or
its parent equal in fair                market value to the per share consideration
received by holders of Ordinary                Shares in the Change of Control.  







		    (ii)        Restricted
Stock, Restricted Stock Units, Performance Shares, Performance                Units and
Deferred Stock Units. In the event of a Change of Control, each
               outstanding Restricted Stock, Restricted Stock Unit, Performance Share,
               Performance Unit and Deferred Stock Unit award (and any related Dividend
               Equivalent) shall be assumed or an equivalent Restricted Stock, Restricted
Stock                Unit, Performance Share, Performance Unit and Deferred Stock Unit
award                substituted by the successor corporation or a parent or Subsidiary
of the                successor corporation. In the event that the successor corporation
refuses to                assume or substitute for the Restricted Stock, Restricted Stock
Unit,                Performance Share, Performance Unit or Deferred Stock Unit award,
the                Administrator, in its sole discretion, may provide either that (i)
such Awards                shall terminate immediately prior to the consummation of the
Change of Control,                or (ii) Participants shall fully vest in the Restricted
Stock, Restricted Stock                Unit, Performance Share, Performance Unit or
Deferred Stock Unit Awards                including as to Shares (or with respect to
Performance Units, the cash                equivalent thereof) which would not otherwise
be vested. For the purposes of                this paragraph, a Restricted Stock,
Restricted Stock Unit, Performance Share,                Performance Unit and Deferred
Stock Unit award shall be considered assumed if,                following the Change of
Control, the award confers the right to purchase or                receive, for each
Share (or with respect to Performance Units, the cash                equivalent thereof)
subject to the Award immediately prior to the Change of                Control, the
consideration (whether stock, cash, or other securities or                property)
received in the Change of Control by holders of Ordinary Shares for                each
Share held on the effective date of the transaction (and if holders were
               offered a choice of consideration, the type of consideration chosen by the
               holders of a majority of the outstanding Ordinary Shares); provided,
however,                that if such consideration received in the Change of Control is
not solely stock                of the successor corporation or its parent, the
Administrator may, with the                consent of the successor corporation, provide
for the consideration to be                received, for each Share and each unit/right
to acquire a Share subject to the                Award, to be solely stock of the
successor corporation or its parent equal in                fair market value to the per
share consideration received by holders of Ordinary                Shares in the Change
of Control.  







- 13 -










    26.        Date
of Grant. The date of grant of an Award shall be, for all purposes,
               the date on which the Administrator makes the determination granting such
Award,                or such other later date as is determined by the Administrator.
Notice of the                determination shall be provided to each Participant within a
reasonable time                after the date of such grant.  



    27.        Amendment
and Termination of the Plan.  



		    (a)        Amendment
and Termination. The Board may at any time amend, alter,                suspend or
terminate the Plan.  







		    (b)        Stockholder
Approval. The Company shall obtain stockholder approval of                any Plan
amendment to the extent necessary and desirable to comply with                Section 422
of the Code (or any successor rule or statute or other                Applicable Law).
Such stockholder approval, if required, shall be obtained in                such a manner
and to such a degree as is required by Applicable Law.  







		    (c)        Effect
of Amendment or Termination. No amendment, alteration, suspension                or
termination of the Plan shall impair the rights of any Participant, unless
               mutually agreed otherwise between the Participant and the Administrator,
which                agreement must be in writing (or electronic format) and signed by
the                Participant and the Company or its Subsidiary.  







    28.        Conditions
Upon Issuance of Shares.  



		    (a)        Legal
Compliance. Shares shall not be issued pursuant to the exercise of                an
Award unless the exercise of the Award or the issuance and delivery of such
               Shares (or with respect to Performance Units, the cash equivalent thereof)
shall                comply with Applicable Laws and shall be further subject to the
approval of                counsel for the Company with respect to such compliance.  







		    (b)        Investment
Representations. As a condition to the exercise or receipt of                an
Award, the Company may require the person exercising or receiving such Award
               to represent and warrant at the time of any such exercise or receipt that
the                Shares are being purchased only for investment and without any present
intention                to sell or distribute such Shares if, in the opinion of counsel
for the Company,                such a representation is required.  







    29.        Liability
of Company.  



		    (a)        Inability
to Obtain Authority. The inability of the Company to obtain                authority
from any regulatory body having jurisdiction, which authority is                deemed by
the Company’s counsel to be necessary to the lawful issuance and                sale
of any Shares hereunder, shall relieve the Company of any liability in
               respect of the failure to issue or sell such Shares as to which such
requisite                authority shall not have been obtained.  







- 14 -










		    (b)        Grants
Exceeding Allotted Shares. If the Awarded Stock covered by an                Award
exceeds, as of the date of grant, the number of Shares which may be issued
               under the Plan without additional stockholder approval, such Award shall
be void                with respect to such excess Awarded Stock, unless stockholder
approval of an                amendment sufficiently increasing the number of Shares
subject to the Plan is                timely obtained in accordance with Section 21(b) of
the Plan.  







    30.        Reservation
of Shares. The Company, during the term of this Plan, will at                all
times reserve and keep available such number of Shares as shall be
               sufficient to satisfy the requirements of the Plan.  



- 15 -










CHECK POINT SOFTWARE
TECHNOLOGIES LTD. 



2005 UNITED STATES
EQUITY INCENTIVE PLAN 



OPTION AWARD AGREEMENT 



Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Option Award
Agreement (the “Award Agreement”). 



NOTICE OF OPTION GRANT  



Name: 



Address: 



You have been granted an option to
purchase Ordinary Shares (the “Shares”) of the Company, subject to the terms and
conditions of the Plan and this Award Agreement, as follows: 








































		
	Grant Number                                 

                                             

Date of Grant                                

                                             

Vesting Commencement Date                    

                                             

Exercise Price per Share                     

                                             

Total Number of Shares Granted               

                                             

Total Exercise Price                         

                                             

Type of Option:                              



                                             

                                             

Term/Expiration Date:                        


	____________________________________________

                                            

____________________________________________

                                            

____________________________________________

                                            

$___________________________________________

                                            

____________________________________________

                                            

$___________________________________________

                                            

___ Incentive Stock Option   



___ Nonstatutory Stock Option               

                                            

____________________________________________























Vesting Schedule:  



This Option (as defined below) may be
exercised, in whole or in part, in accordance with the following schedule: 



        [25%
of the Shares subject to the Option shall vest twelve (12) months after the Vesting
Commencement Date, and 1/48 of the Shares subject to the Option shall vest on the last day
of each full calendar month thereafter, subject to Participant continuing to be a Service
Provider through such dates.] 



- 16 -










Termination Period:  



        This
Option shall be exercisable for three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s death or Disability, in
which case this Option shall be exercisable for twelve (12) months after Participant
ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Option
be exercised after the Term/Expiration Date as provided above. 



AGREEMENT  



	 	         A. 	Grant
of Option.






	 	        The
Plan Administrator of the Company hereby grants to the Participant named in the Notice of
Stock Option Grant (the “Notice of Grant”) attached as Part I of this Agreement
(the “Participant”) an option (the “Option”) to purchase the number
of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth
in the Notice of Grant (the “Exercise Price”), subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to Section
20(c) of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Award Agreement, the terms and conditions of
the Plan shall prevail.  







	 	        If
designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
Option is intended to qualify as an Incentive Stock Option under Section 422 of the
Code. However, if this Option is intended to be an Incentive Stock Option, to the extent
that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a
Nonstatutory Stock Option (“NSO”).  







	 	         B. 	Exercise
of Option. 






		    1.        Right
to Exercise. This Option is exercisable during its term in           accordance with
the Vesting Schedule set out in the Notice of Grant and the           applicable
provisions of the Plan and this Award Agreement.  







		    2.        Method
of Exercise. This Option is exercisable by delivery of an exercise notice, in the
form attached as Exhibit A (the “Exercise Notice”) or in such other form
and manner as determined by the Administrator, which shall state the election to exercise
the Option, the number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall
be completed by the Participant and delivered to the Company. The Exercise Notice shall
be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares.
This Option shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price.  







	 	        No
Shares shall be issued pursuant to the exercise of this Option unless such issuance and
exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes
the Exercised Shares shall be considered transferred to the Participant on the date the
Option is exercised with respect to such Exercised Shares.  







- 17 -










	 	         C. 	Method
of Payment.






	 	        Payment
of the aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Participant:  







		                      1.        cash; 







		                      2.        cashier's
check; 







		    3.        delivery
of a properly executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise of the
Option and delivery to the Company or Subsidiary of the sale proceeds required to pay the
exercise price; 







		                      4.        any
combination of the foregoing methods of payment. 







	 	         D. 	Non-Transferability
of Option.






	 	        This
Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant only by
the Participant. The terms of the Plan and this Award Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Participant.  







	 	         E. 	Term
of Option.






	 	        This
Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Award
Agreement.  







	 	         F. 	Tax
Obligations.






		    1.        Withholding
Taxes. Participant agrees to make appropriate arrangements with the Company (or the
Parent or Subsidiary employing or retaining Participant) for the satisfaction of all
Federal, state, and local income and employment tax withholding requirements applicable
to the Option exercise. Participant acknowledges and agrees that the Company may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.  







		     2.        Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant
herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (i) the date two (2) years
after the Date of Grant, or (ii) the date one (1) year after the date of exercise,
the Participant shall immediately notify the Company in writing of such disposition.
Participant agrees that Participant may be subject to income tax withholding by the
Company on the compensation income recognized by the Participant.  







	 	         G. 	Entire
Agreement; Governing Law.






	 	        The
Plan is incorporated herein by reference. The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and
Participant with respect to the subject matter hereof, and may not be modified adversely
to the Participant’s interest except by means of a writing signed by the Company and
Participant. This agreement is governed by the internal substantive laws, but not the
choice of law rules, of California.  







- 18 -










	 	         H. 	NO
GUARANTEE OF CONTINUED SERVICE.









	 	        PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY OR
PARTICIPANT’S EMPLOYER (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN
OPTION OR PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH PARTICIPANT’S RIGHT OR THE COMPANY’S (OR PARTICIPANT’S
EMPLOYER’S) RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER
AT ANY TIME, WITH OR WITHOUT CAUSE.  









[Remainder of Page
Intentionally Left Blank]  




- 19 -











By Participant’s signature and
the signature of the Company’s representative below, Participant and the Company
agree that this Option is granted under and governed by the terms and conditions of the
Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement
in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan and Award
Agreement. Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to the Plan
and Award Agreement. Participant further agrees to notify the Company upon any change in
the residence address indicated below. 



	PARTICIPANT:  	CHECK
POINT SOFTWARE TECHNOLOGIES LTD. 










		
	____________________________________

Signature                           



____________________________________

Print Name                          



____________________________________

Residence Address



____________________________________
	____________________________________

By



____________________________________

Title

















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EXHIBIT A  



CHECK POINT SOFTWARE
TECHNOLOGIES LTD. 



2005 UNITED STATES
EQUITY INCENTIVE PLAN 



EXERCISE NOTICE 



Check Point Software
Technologies Ltd. 



800 Bridge Parkway 



Redwood City, CA 94065 



Attention: Stock Option
Administration 



    1.        Exercise
of Option. Effective as of today, ________________, _____, the undersigned (“Purchaser”)
hereby elects to purchase ______________ Ordinary Shares (the “Shares”) of
Check Point Software Technologies Ltd. (the “Company”) under and pursuant to
the 2005 United States Equity Incentive Plan (the “Plan”) and the Option Award
Agreement dated, _____ (the “Award Agreement”). The purchase price for the
Shares shall be $_____, as required by the Award Agreement.  



    2.        Delivery
of Payment. Purchaser herewith delivers to the Company the full purchase price for
the Shares and any required withholding taxes to be paid in connection with the exercise
of the Option.  



    3.        Representations
of Purchaser. Purchaser acknowledges that Purchaser has received, read, and
understood the Plan and the Award Agreement and agrees to abide by and be bound by their
terms and conditions.  



    4.        Rights
as Shareholder. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of the
Shares, no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Shares subject to the Option, notwithstanding the exercise of
the Option. The Shares so acquired shall be issued to the Participant as soon as
practicable after exercise of the Option. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance, except as
provided in Section 18 of the Plan.  



    5.        Tax
Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted with any tax consultants Purchaser
deems advisable in connection with the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice.  



    6.        Entire
Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by
reference. This Agreement, the Plan, and the Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with respect
to the subject matter hereof, and may not be modified adversely to the Purchaser’s
interest except by means of a writing signed by the Company and Purchaser. This agreement
is governed by the internal substantive laws, but not the choice of law rules, of
California.  



- 1 -











		
	Submitted by:	Accepted by:







PURCHASER: CHECK
POINT SOFTWARE TECHNOLOGIES LTD. 



























		
	____________________________________ 

Signature 



____________________________________ 

Print Name 



Address: 







____________________________________ 







____________________________________ 






 

	____________________________________

By



____________________________________

Its



Address:







Check Point Software Technologies Ltd.



800 Bridge Parkway



Redwood City, CA 94065





____________________________________ 

Date Received 










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