20-F











Exhibit 4.3  



RETALIX LTD. 



SECOND 1998 SHARE
INCENTIVE PLAN 



         1.       
          Purposes of the Plan. The purposes of this Share Incentive
          Plan are to attract and retain the best available personnel for positions of
          substantial responsibility, to provide additional incentive to Employees,
          Directors and Consultants and to promote the success of the Company’s
          business. Options granted under the Plan may be Incentive Stock Options or
          Nonstatutory Stock Options, as determined by the Administrator at the time of
          grant. 



         2.       
          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 hereof.  







		    (b)        “Applicable
Laws” means the requirements relating to the           administration of share
incentive plans under Israeli corporate and securities           laws, U.S. state
corporate laws, U.S. federal and state securities laws, the           Code, any stock
exchange or quotation system on which the Shares are listed or           quoted and the
applicable laws of any country or jurisdiction where Options are           granted under
the Plan.  







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







		    (d)        “Code” means
the U.S. Internal Revenue Code of 1986, as           amended.  







		    (e)        “Committee” means
a committee of Directors appointed by the           Board in accordance with Section 4
hereof.  







		    (f)        “Company” means
Retalix Ltd., a corporation incorporated under           the laws of the State of Israel.  







		    (g)        “Consultant” means
any person who is engaged by the Company or           any Parent or Subsidiary to render
consulting or advisory services to such           entity.  







		    (h)        “Director” means
a member of the Board of Directors of the           Company.  







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








		    (j)        “Employee” means
any person, including Officers and Directors,           employed by the Company or any
Parent or Subsidiary of the Company. An Employee           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,
its Parent, 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 is not so
guaranteed, on the 181st day of such leave any Incentive Stock           Option held by
the Optionee shall cease to be treated as an Incentive Stock           Option and shall
be treated for tax purposes as a Nonstatutory Stock Option.           Neither service as
a Director nor payment of a director’s fee by the           Company shall be
sufficient to constitute “employment” by the Company.  



















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







		    (l)        “Fair
Market Value” means, as of any date, the value of a Share           determined
as follows:  







		    (i)        If
the Shares are listed on the Nasdaq National Market or The Nasdaq SmallCap
          Market of The Nasdaq Stock Market, their Fair Market Value shall be the closing
          sales price for such Shares (or the closing bid, if no sales were reported) as
          quoted on such system for the last market trading day prior to the time of
          determination, as reported in The Wall Street Journal or such other
          source as the Administrator deems reliable;  







		    (ii)        If
the Shares are listed on the Tel Aviv Stock Exchange, but are not traded on           the
Nasdaq National Market or The Nasdaq Small Cap Market, their Fair Market           Value
shall be the closing sales price for such Shares (or the closing bid if no
          sales were reported) as quoted on such exchange for the last market trading day
          prior to the time of determination, as reported in Globes, HaAretz or
          such other source as the Administrator deems reliable;  







		    (iii)        If
the Shares are regularly quoted by a recognized securities dealer but selling
          prices are not reported, their Fair Market Value shall be the mean between the
          high bid and low asked prices for the Shares on the last market trading day
          prior to the day of determination, or;  







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







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







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







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







		    (p)        “Option” means
a share option granted pursuant to the Plan.  







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







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		    (r)        “Optioned Shares” means
the Shares subject to an Option.  







		    (s)        “Optionee” means
the holder of an outstanding Option granted           under the Plan.  







		    (t)        “Parent” means
a “parent corporation,” whether now or           hereafter existing, as defined
in Section 424(e) of the Code.  







		    (u)        “Plan” means
this Second Share Incentive Plan.  







		    (V)        “RSUs” means
Restricted Stock Units, as defined in Section 13           below.  







		    (w)        “Service
Provider” means an Employee, Director or Consultant.  







		    (x)        “Share” means
one of the Company’s Ordinary Shares having           a nominal value of 1.00 NIS,
as adjusted in accordance with Section 11 below.  







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







         3.       
          Shares Subject to the Plan. Subject to the provisions
          of Section 11 of the Plan, the maximum aggregate number of Shares which may be
          subject to option and sold under the Plan is 1,500,000 Shares. The Shares may be
          authorized, but unissued, or reacquired. 



	 	        If
an Option expires or becomes unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan shall not be returned to the Plan
and shall not become available for future distribution under the Plan.  







         4.       
          Administration of the Plan. 



		    (a)        Procedure.  







		    (i)        Multiple
Administrative Bodies. The Plan may be administered by different           Committees
with respect to different groups of Service Providers.  







		    (ii)        Section
162(m). To the extent that the Administrator determines it to be           desirable
to qualify Options granted hereunder as “performance-based           compensation” within
the meaning of Section 162(m) of the Code, the Plan           shall be administered by a
Committee of two or more “outside           directors” within the meaning of
Section 162(m) of the Code.  







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		    (iii)        Other
Administration. Other than as provided above, the Plan shall be
          administered by (A) the Board or (B) a Committee, which committee shall be
          constituted to satisfy Applicable Laws.  







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







		    (i)        to
determine the Fair Market Value;  







		    (ii)        to
select the Service Providers to whom Options may from time to time be granted
          hereunder;  







		    (iii)        to
determine the number of Shares to be covered by each such award granted
          hereunder;  







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







		    (v)        to
determine the terms and conditions of any Option granted hereunder;  







		    (vi)        to
determine whether and under what circumstances an Option may be settled in           cash
under subsection 9(e) instead of Shares;  







		    (vii)        to
prescribe, amend and rescind rules and regulations relating to the Plan; 








		    (viii)        to
construe and interpret the terms of the Plan and awards granted pursuant to           the
Plan.  







		    (c)        Effect of Administrator’s
Decision. All decisions,           determinations and interpretations of the
Administrator shall be final and           binding on all Optionees.  







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         5.       
          Eligibility. 



		    (a)        Nonstatutory
Stock Options may be granted to Service Providers. Incentive Stock           Options may
be granted only to Employees.  







		    (b)        Each
Option shall be designated in the Option Agreement as either an Incentive           Stock
Option or a Nonstatutory Stock Option. However, notwithstanding such
          designation, to the extent that the aggregate Fair Market Value of the Shares
          with respect to which Incentive Stock Options are exercisable for the first
time           by the Optionee during any calendar year (under all plans of the Company
and any           Parent or Subsidiary) exceeds $100,000, such Options shall be treated
as           Nonstatutory Stock Options. For purposes of this Section 5(b),
Incentive           Stock Options shall be taken into account in the order in which they
were           granted. The Fair Market Value of the Shares shall be determined as of the
time           the Option with respect to such Shares is granted.  







		    (c)        The
Plan shall not confer upon any Optionee any right with respect to continuing
          the Optionee’s relationship as a Service Provider with the Company, nor
          shall it interfere in any way with his or her right or the Company’s right
          to terminate such relationship at any time, with or without cause.  







		    (d)        The
following limitations shall apply to grants of Options:  







		    (i)        No
Service Provider shall be granted, in any fiscal year of the Company, Options
          to purchase more than 500,000 Shares.  







		    (ii)        However,
in connection with his or her initial service, a Service Provider may           be
granted Options to purchase up to an additional 500,000 Shares which shall           not
count against the limit set forth in subsection (i) above.  







		    (iii)        The
foregoing limitations shall be adjusted proportionately in connection with           any
change in the Company’s capitalization as described in Section 11.  







		    (iv)        If
an Option is cancelled in the same fiscal year of the Company in which it was
          granted (other than in connection with a transaction described in Section 11),
          the cancelled Option will be counted against the limits set forth in
subsections           (i) and (ii) above. For this purpose, if the exercise price of an
Option is           reduced, the transaction will be treated as a cancellation of the
Option and the           grant of a new Option.  







         6.       
          Term of Plan. The Plan shall become effective upon its adoption by the
          Board. It shall continue in effect for a term of ten (10) years unless sooner
          terminated under Section 14 of the Plan. 



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



         8.       
          Option Exercise Price and Consideration. 



		    (a)        The
per share exercise price for the Shares to be issued pursuant to exercise of           an
Option shall be such price as is determined by the Administrator, but shall           be
subject to the following:  







		    (i)        In
the case of an Incentive Stock Option  







		    (A)        granted
to an Employee who, at the time of the grant of such Incentive Stock           Option,
owns shares representing more than ten percent (10%) of the voting power           of all
classes of shares of the Company or any Parent or Subsidiary, the           exercise
price shall be no less than 110% of the Fair Market Value per Share on           the date
of grant.  







		    (B)        granted
to any Employee other than an Employee described in the preceding           subparagraph,
the per Share exercise price shall be no less than 100% of the           Fair Market
Value per Share on the date of grant.  







		    (ii)        In
the case of a Nonstatutory Stock Option the per Share exercise price shall be
          no less than 100% of the Fair Market Value per Share on the date of grant and
be           determined by the Administrator.  







		    (iii)        Notwithstanding
the foregoing, Options may be granted with a per Share exercise           price (other
than as required above) of less than 100% of Fair Market Value on           the date of
grant pursuant to a merger or other corporate transaction.  







		    (b)        The
consideration to be paid for the Shares to be issued upon exercise of an
          Option, including the method of payment, shall be determined by the
          Administrator (and, in the case of an Incentive Stock Option, shall be
          determined at the time of grant) and may consist entirely of (1) cash,
          (2) check, (3) promissory note, (4) consideration received by
the           Company under a formal cashless exercise program adopted by the Company in
          connection with the Plan, or (5) any combination of the foregoing methods
          of payment. To the extent that the consideration paid for the Shares is
          denominated in a currency other than New Israeli Shekels, the exchange rate to
          be used to obtain a New Israeli Shekel value of such consideration shall be the
          noon buying rate as reported by the Federal Reserve Bank of New York (expressed
          in shekels per unit of non-Israeli currency) on the date of grant of the
Option.           In making its determination as to the type of consideration to accept,
the           Administrator shall consider if acceptance of such consideration may be
          reasonably expected to benefit the Company.  







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         9.       
          Exercise of Option. 



		    (a)        Procedure for Exercise;
Rights as a Shareholder. 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.
Unless the Administrator provides otherwise,           vesting of Options granted
hereunder shall be tolled during any unpaid leave of           absence. 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 Optionee or,
if requested by the Optionee, in the name of the Optionee and his or her spouse. Until
the Shares are 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 shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be
issued) such Shares 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 Shares
are issued, except as provided in Section 11 of the Plan.  







	 	        Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.  







		    (b)        Termination of
Relationship as a Service Provider. If an Optionee           ceases to be a Service
Provider, other than upon the Optionee’s death or           Disability, the Optionee
may exercise his or her Option within such period of           time (of at least thirty
(14) days) 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). In
the absence of a specified time in the Option Agreement, the           Option shall
remain exercisable for three (3) months following the           Optionee’s
termination. If, on the date of termination, the Optionee is not           vested as to
his or her entire Option, the Shares covered by the unvested           portion of the
Option shall revert to the Plan. If, after termination, the           Optionee does not
exercise his or her Option within the time specified by the           Administrator, the
Option shall terminate, and the Shares covered by such Option           shall revert to
the Plan. Notwithstanding the foregoing provisions of this           Subsection (b),
and for the avoidance of doubt, the transfer of an Optionee           from the employ or
service of the Company to the employ or service of a Parent           or Subsidiary, or
from the employ or service of a Parent or Subsidiary to the           employ or service
of the Company or another Parent or Subsidiary, shall not be           deemed a
termination of employment or service as a Service Provider for purposes           hereof.  







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		    (c)        Disability
of Optionee. If an Optionee ceases to be a Service Provider as           a result of
the Optionee’s Disability, the Optionee may exercise his or her           Option
within such period of time as is specified in the Option Agreement (of at           least
six (6) months) 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). In the absence of a specified time           in the
Option Agreement, the Option shall remain exercisable for twelve (12)           months
following the Optionee’s termination. If, on the date of           termination, the
Optionee is not vested as to his or her entire Option, the           Shares covered by
the unvested portion of the Option shall revert to the Plan.           If, after
termination, the Optionee does not exercise his or her Option within           the time
specified herein, the Option shall terminate, and the Shares covered by           such
Option shall revert to the Plan.  







		    (d)        Death of Optionee.
If an Optionee dies while a Service           Provider, the Option may be exercised
within such period of time as is specified           in the Option Agreement (of at least
six (6) months) to the extent that the           Option is vested on the date of death
(but in no event later than the expiration           of the term of such Option as set
forth in the Option Agreement) by the           Optionee’s estate or by a person who
acquires the right to exercise the           Option by bequest or inheritance. In the
absence of a specified time in the           Option Agreement, the Option shall remain
exercisable for twelve (12) months           following the Optionee’s termination.
If, at the time of death, the           Optionee is not vested as to the entire Option,
the Shares covered by the           unvested portion of the Option shall revert to the
Plan. If the Option is not so           exercised within the time specified herein, the
Option shall terminate, and the           Shares covered by such Option shall revert to
the Plan.  







         10.       
          Non-Transferability of Options. Options 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 Optionee, only by the Optionee. 



         11.       
          Adjustments Upon Changes in Capitalization or Merger. 



		    (a)        Changes
in Capitalization. In the event the Shares shall be subdivided or           combined
into a greater or smaller number of Shares or if, upon a           reorganization,
recapitalization or the like, the Shares shall be exchanged for           other
securities of the Company, each Optionee shall be entitled, subject to the
          conditions herein stated, to purchase such number of Shares or amount of other
          securities of the Company as were exchangeable for the number of Shares of the
          Company which such Optionee would have been entitled to purchase except for
such           action, and appropriate adjustments shall be made in the purchase price
per           share to reflect such subdivision, combination or exchange.  







	 	        In
the event that the Company shall issue any of its Shares or other securities as bonus
shares or a stock dividend upon or with respect to any Shares which shall at the time be
subject to an Option hereunder, each Optionee upon exercising such Option shall be
entitled to receive (for the purchase price payable upon such exercise), the Shares as to
which he or she is exercising such Option and, in addition thereto (at no additional
cost), such number of shares of the class or classes in which such bonus shares or stock
dividend were declared, and such amount of Shares (and the amount in lieu of fractional
Shares) as is equal to the Shares which he would have received had he been the holder of
the Shares as to which he is exercising his Option at all times between the date of the
granting of such Option and the date of its exercise.  







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	 	        Upon
the occurrence of any of the foregoing events, the class and aggregate number of Shares
or other securities issuable pursuant to the Plan, in respect of which Options have not
yet been granted, shall also be appropriately adjusted to reflect the events specified
above. If the Company offers the holders of the Shares, or of any other class of security
for which the Options are then exerciseable, rights to purchase securities of the
Company, then the Company shall offer the same rights to the Optionees as if they had
exercised their Options on the record date with respect to such rights offering.  







		    (b)        Dissolution
or Liquidation. In the event of the proposed dissolution or           liquidation of
the Company, the Administrator shall notify each Optionee as soon           as
practicable prior to the effective date of such proposed transaction. The
          Administrator in its discretion may provide for an Optionee to have the right
to           exercise his or her Option until fifteen (15) days prior to such transaction
as           to all of the Optioned Shares, including Shares as to which the Option would
not           otherwise be exercisable. To the extent it has not been previously
exercised, an           Option will terminate immediately prior to the consummation of
such proposed           action.  







		    (c)        Merger
or Asset Sale. In the event of a merger of the Company with or           into another
corporation, or the sale of substantially all of the assets of the           Company,
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 Option shall terminate as of the           closing of the
merger or sale of assets. For the purposes of this paragraph, the           Option shall
be considered assumed if, following the merger or sale of assets,           the option
confers the right to purchase or receive, for each Optioned Share           immediately
prior to the merger or sale of assets, the consideration (whether           shares, cash,
or other securities or property) received in the merger or sale of           assets by
holders of Shares for each Share held on the effective date of the           transaction
(and if such holders were offered a choice of consideration, the           type of
consideration chosen by the holders of a majority of the outstanding           Shares);
provided, however, that if such consideration received in the merger or           sale of
assets is not solely ordinary shares (or their equivalent) 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 Optioned Share, to be solely ordinary shares
          (or their equivalent) 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 merger or sale of assets.  







         12.       
          Date of Grant. The date of grant of an Option shall, for all purposes, be
          the date on which the Administrator makes the determination granting such
          Option, or such other date as is determined by the Board. Notice of the
          determination shall be given to each Service Provider to whom an Option is so
          granted within a reasonable time after the date of such grant. 



         13.       
          Restricted Stock Unit. Subject to the sole and absolute discretion and
          determination of the Committee, the Committee may decide to grant under this
          Plan, in addition to, or instead of, any grant of Options – RSUs. A RSU is
          a right to receive a Share of the Company, under certain provisions, for a
          consideration of no more than the underlying Share’s nominal value. In
          addition, upon the lapse of the vesting period of a RSU, such RSU shall
          automatically vest into a Share of the Company and the Optionee shall pay to the
          Company its purchase price. 



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	 	        Unless
determined otherwise by the Committee, in the event an Optionee ceases to be a Service
Provider, all RSUs theretofore granted to such Optionee when such Optionee was an
employee, director, service provider, consultant or constructor of the Company, as the
case may be, that are not vested on such date of cessation, shall terminate immediately
and have no legal effect.  







	 	        Notwithstanding
the foregoing provisions of this Section 13, the Committee shall have the
discretion, exercisable either at the time an RSU is granted or thereafter, to permit an
unvested RSU to continue to vest into a Share, during the applicable vesting period even
following the date of cessation as a Service Provider, with respect to one or more
additional installments in which the Optionee would have vested under the RSU had the
Optionee continued in the employ or service of the Company.  







	 	        Notwithstanding
the foregoing provisions of this Section 13, and for the avoidance of doubt, the
transfer of an Optionee from the employ or service of the Company to the employ or
service of a Parent or Subsidiary, or from the employ or service of a Parent or
Subsidiary to the employ or service of the Company or another Parent or Subsidiary, shall
not be deemed a cessation of Optionee’s employment or service as Service Provider
for purposes hereof.  







	 	        All
other terms and conditions of this Plan applicable to Options, shall apply to RSUs, mutatis
mutandis.  







         14.       
          Amendment and Termination of the Plan. 



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







		    (b)        Shareholder
Approval. The Board shall obtain shareholder approval of any           Plan amendment
and of any grant of Options thereunder to the extent necessary           and desirable to
comply with Applicable Laws.  







		    (c)        Effect of Amendment or Termination.
No amendment,           alteration, suspension or termination of the Plan shall impair
the rights of any           Optionee, unless mutually agreed otherwise between the
Optionee and the           Administrator, which agreement must be in writing and signed
by the Optionee and           the Company. Termination of the Plan shall not affect the
Administrator’s           ability to exercise the powers granted to it hereunder
with respect to Options           granted under the Plan prior to the date of such
termination.  







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         15.       
          Conditions Upon Issuance of Shares. 



		    (a)        Legal
Compliance. Shares shall not be issued pursuant to the exercise of           an
Option unless the exercise of such Option and the issuance and delivery of           such
Shares 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 of an Option,           the
Administrator may require the person exercising such Option to represent and
          warrant at the time of any such exercise 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.  







         16.       
          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. 



         17.       
          Reservation of Shares. The Company, during the term of this
          Plan, shall at all times reserve and keep available such number of Shares as
          shall be sufficient to satisfy the requirements of the Plan. 



         18.       
          Shareholder Approval. The Plan shall be subject to approval by the
          shareholders of the Company within twelve (12) months after the date the Plan is
          adopted. Such shareholder approval shall be obtained in the manner and to the
          degree required under Applicable Laws. 



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