20-F










Exhibit 4.4  


Retalix Ltd.

2004 Israeli Share Incentive Plan 




     A.
          NAME AND PURPOSE 



         1.       
          Name: This plan, as amended from time to time, shall be known as the
          “Retalix Ltd. 2004 Israeli Share Incentive Plan” (the
          “Plan”). 



         2.       
          Purpose: The purpose and intent of the Plan is to provide incentives to
          employees, directors, consultants and contractors of Retalix Ltd., a company
          incorporated under the laws of the State of Israel (the
          “Company”), or any subsidiary or affiliate thereof (where
          applicable in this Plan, the term “Company” shall include any
          subsidiary or affiliate of the Company), by providing them with opportunities to
          purchase Ordinary Shares, nominal value of 1.00 New Israeli Shekel each
          (“Shares”) of the Company, pursuant to a plan approved by the
          Board of Directors of the Company (the “Board”) which is
          designed to benefit from, and is made pursuant to, the provisions of either
          Section 102 or Section3(9) of the Israeli Income Tax Ordinance [New
          Version] 1961 (the “Ordinance”), as applicable, and the rules
          and regulations promulgated thereunder. 



     B.
          GENERAL TERMS AND CONDITIONS OF THE PLAN 



    3.        Administration: 



		    3.1        The
Board may appoint a Share Incentive Committee or other committee of the board, which will
consist of such number of Directors of the Company, as may be fixed from time to time by
the Board. The Board shall appoint the members of such committee, may from time to time
remove members from, or add members to, such committee and shall fill vacancies in such
committee however caused. The Plan will be administered by such committee, or by the
Board (including, but not limited to, actions which the Share Incentive Committee is not
permitted to take according to Section 112 of the Companies Law, 1999 (the “Companies
Law”)) (the Board or its committee, as applicable – the “Committee”).  







		    3.2        The
Committee shall select one of its members as its Chairman and shall hold its meetings at
such times and places, as it shall determine. Actions taken by a majority of the members
of the Committee, at a meeting at which a majority of its members is present, or acts
reduced to, or approved in, writing by all members of the Committee, shall be the valid
acts of the Committee. The Committee may appoint a Secretary, who shall keep records of
its meetings and shall make such rules and regulations for the conduct of its business,
as it shall deem advisable.  


















		    3.3        Subject
to the general terms and conditions of this Plan and applicable law, the Committee shall
have the full authority in its discretion, from time to time and at any time to determine
(i) the persons (“Grantees”) to whom options to purchase Shares (the “Options”)
shall be granted, (ii) the time or times at which the same shall be granted, (iii) the
schedule and conditions on which such Options may be exercised and on which such Shares
shall be paid for, (iv) rules and provisions as may be necessary or appropriate to permit
eligible Grantees who are not Israeli residents to participate in the Plan and/or to
receive preferential tax treatment in their country of residence, with respect to the
Options granted hereunder, and/or (v) any other matter which is necessary or desirable
for, or incidental to, the administration of the Plan. Unless otherwise determined by the
Committee for a specific grant or grants of Options, each Option will be exercisable,
under the terms of this Plan, into one Share of the Company.  







		    3.4        Subject
to the general terms and conditions of the Plan and the Ordinance, the Committee shall
have the full authority in its discretion, from time to time and at any time, to
determine:  







		    (a)        with
respect to the grant of 102 Options (as defined in Section 5.1(a)(i) below)
          – whether the Company shall elect the “Ordinary Income
          Route” under Section 102(b)(1) of the Ordinance (the “Ordinary
          Income Route”) or the “Capital Gains Route” under Section
          102(b)(2) of the Ordinance (the “Capital Gains Route”) (each
of           the Ordinary Income Route or the Capital Gains Route – a “Taxation
          Route”) for the grant of 102 Options, and the identity of the trustee
          who shall be granted such 102 Options in accordance with the provisions of this
          Plan and the then prevailing Taxation Route.  








	 	        Unless
 otherwise  permitted  by  the  Ordinance,   in  the  event  the Committee determines
that the Company shall elect one of the Taxation Routes for the grant of 102 Options, the
Company shall be entitled to change such election only following the lapse of one year
from the end of the tax year in which 102 Options are first granted under the then
prevailing Taxation Route; and  







		    (b)        with
respect to the grant of 3(9) Options (as defined in Section 5.1(a)(ii)           below)
– whether or not 3(9) Options shall be granted to a trustee in           accordance
with the terms and conditions of this Plan, and the identity of the           trustee who
shall be granted such 3(9) Options in accordance with the provisions           of this
Plan.  







		    3.5        Notwithstanding
the aforesaid, the Committee may, from time to time and at any time, grant 102 Options
that will not be subject to a Taxation Route, as detailed in Section 102(c) of the
Ordinance (“102(c) Options”).  







		    3.6        The
Committee may, from time to time, adopt such rules and regulations for carrying out the
Plan, as it may deem necessary. No member of the Board or of the Committee shall be
liable for any act or determination made in good faith with respect to the Plan or any
Option granted thereunder.  








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		    3.7        The
interpretation and construction by the Committee of any provision of the Plan or of any
Option thereunder shall be final and conclusive and binding on all parties who have an
interest in the Plan or any Option or Share issuance thereunder unless otherwise
determined by the Board.  







    4.        Eligible
Grantees:  



		    4.1        The
Committee, at its discretion, may grant Options to any employee, director, consultant or
contractor of the Company. Anything in this Plan to the contrary notwithstanding, all
grants of Options to office holders shall be authorized and implemented only in
accordance with the provisions of applicable law.  







		    4.2        The
grant of an Option to a Grantee hereunder, shall neither entitle such Grantee to
participate, nor disqualify him from participating, in any other grant of options
pursuant to this Plan or any other share incentive plan of the Company.  







         5.       
          Grant of Options, Issuance of Shares, Dividends and Shareholder Rights: 



		     5.1        Grant
of Options and Issuance of Shares.  







		    (a)        Subject
to the provisions of the Ordinance and applicable law (it being           understood
that, unless otherwise determined by the Committee, the following           shall not
apply to Options granted to non-Israeli Grantees),  







		    (i)        all
grants of Options to employees, directors and office holders of the
          Company, other than to a Controlling Shareholder of the Company (i.e.,
          “Baal Shlita”, as such term is defined in Section 32(9) of the
          Ordinance), shall be made only pursuant to the provisions of Section 102
of           the Ordinance, the Income Tax Rules (Tax Relief in Issuance of Shares to
          Employees), 2003 (“102 Rules”) and any other regulations,
          rulings, procedures or clarifications promulgated thereunder (“102
          Options”), or any other section of the Income Tax Ordinance that will
          be relevant for such issuance in the future; and  







		    (ii)        all
grants of Options to consultants, contractors or Controlling Shareholders of
          the Company shall be made only pursuant to the provisions of Section 3(9)
          of the Ordinance and the rules and regulations promulgated thereunder
          (“3(9) Options”), or any other section of the Ordinance that
          will be relevant for such issuance in the future.  







		    (iii)        Notwithstanding
the aforesaid in Sections 5.1(a)(i) and 5.1 (a)(ii), the           Committee, at it
discretion, may grant Options to any employee, director,           consultant or
contractor of the Company pursuant to the provisions of any tax           ruling provided
to the Company with respect to such Options by the Israeli           Commissioner of
Income Tax.  







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		    (b)        Subject
to Sections 7.1 and 7.2 hereof, the effective date of the grant of an           Option
(the “Date of Grant”) shall be the date the Committee           resolves
to grant such Option, unless specified otherwise by the Committee in           its
determination relating to the award of such Option. The Committee shall
          promptly give the Grantee written notice (the “Notice of           Grant”)
of the grant of an Option.  







		    (c)        Trust.
In the event Options are deposited under the Plan with a trustee           designated by
the Committee in accordance with the provisions of Section 3.4           hereof and, with
respect to Options under a Taxation Route, approved by the           Israeli Commissioner
of Income Tax (the “Trustee”), the Trustee           shall hold each
such Option and the Shares issued upon exercise thereof in trust           (the “Trust”)
for the benefit of the Grantee in respect of whom           such Option was granted (the
“Beneficial Grantee”).  







	 	        In
accordance with Section 102, the tax benefits afforded to 102 Options (and any Shares
issued upon exercise thereof) in accordance with the Ordinary Income Route or Capital
Gains Route, as applicable, shall be contingent upon the Trustee holding such 102 Options
for a period of at least (i) one year from the end of the tax year in which the 102
Options are granted, if the Company elects the Ordinary Income Route, or (ii) two years
from the end of the tax year in which the 102 Options are granted, if the Company elects
the Capital Gains Route, or (iii) such other period as shall be prescribed by the
Ordinance or approved by the Israeli Commissioner of Income Tax (collectively the “Trust
Period”).  











	 	        With
 respect to 102  Options  granted to the  Trustee,  the  following shall apply:  







		    (i)        A
Grantee granted 102 Options will not be entitled to sell the Shares issued           upon
exercise thereof (the “Exercised Shares”) or to transfer           such
Exercised Shares (or such 102 Options) from the Trust prior to the lapse of           the
Trust Period;  







		    (ii)        Any
and all rights issued in respect of the Exercised Shares, including bonus
          shares but excluding cash dividends (“Rights”), shall be
          deposited with the Trustee and held thereby until the lapse of the Trust
Period,           and such Rights shall be subject to the Taxation Route which is
applicable to           such Exercised Shares.  







		    (iii)        Notwithstanding
the aforesaid, Exercised Shares or Rights may be sold or           transferred, and the
Trustee may release such Exercised Shares (or 102 Options)           or Rights from
Trust, prior to the lapse of the Trust Period, provided, however,           that tax is
paid or withheld in accordance with Section 102(b)(4) of the           Ordinance and/or
Section 7 of the 102 Rules. However, the Committee may, in its           sole discretion,
require a Grantee not to sell the Exercised Shares or transfer           the Options in
the Grantee’s name prior to the lapse of the Trust Period.  







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		    (iv)        All
certificates representing Exercised Shares held in Trust under the Plan           shall
be deposited with the Trustee, and shall be held by the Trustee until such           time
that such Shares are released from the Trust as herein provided.  







		    (d)        Subject
to the terms hereof and specifically the provisions of Section 9 herein,           at any
time after the Options have vested, with respect to any Options or Shares           the
following shall apply: Upon the written request of any Beneficial Grantee,           the
Trustee shall release from the Trust the Options granted, and/or the Shares
          issued, on behalf of such Beneficial Grantee, by executing and delivering to
the           Company such instrument(s) as the Company may require, giving due notice of
such           release to such Beneficial Grantee, provided, however, that
the           Trustee shall not so release any such Options and/or Shares to such
Beneficial           Grantee unless the latter, prior to, or concurrently with, such
release,           provides the Trustee with evidence, satisfactory in form and substance
to the           Trustee, that all taxes, if any, required to be paid upon such release
have, in           fact, been paid.  







		    5.2        Guarantee.
In the event a 102(c) Option is granted to a Grantee who is an employee at the time of
such grant, if the Grantee’s employment is terminated, for any reason, such Grantee
shall provide the Company with a guarantee or collateral securing the payment of all
taxes required to be paid upon the sale of the Shares issued upon exercise of such 102(c)
Option.  







		    5.3        Dividend.
All Shares issued upon the exercise of Options granted under this Plan shall entitle the
Grantee thereof to receive dividends with respect thereto. For so long as Shares are held
in the Trust, the dividends paid or distributed with respect thereto shall be distributed
directly to such Beneficial Grantee, and the Company shall provide appropriate
notification to the Trustee of such distribution.  







		    5.4        Shareholder
Rights. Unless otherwise provided herein, the holder of an Option shall have no
shareholder rights with respect to the Shares underlying such Option until such person
shall have exercised the Option, paid the exercise price and become the record holder of
the purchased Shares. Subject to the provisions of the Plan and the provisions of the
Articles of Association of the Company, the Exercised Shares shall entitle the Grantee
thereof to full shareholder rights, including voting and dividend rights, with respect to
such Exercised Shares. As long as the Exercised Shares are registered in the name of the
Trustee, the voting rights at the Company’s general meeting attached to such
Exercised Shares will remain with the Trustee. However, the Trustee shall not be
obligated to exercise such voting rights at general meetings, and may, in its sole
discretion, empower another person, including the respective Beneficial Grantee, to vote
in name and in place of the Trustee according to such Beneficial Grantee’s
instructions, if provided.  







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         6.       
          Reserved Shares: The total number of Shares that may be subject to
          Options granted under this Plan shall not exceed 2,000,000 in the
          aggregate, subject to adjustments as provided in Section 11 hereof. Without
          derogating from the foregoing, the Committee shall have full authority in its
          discretion to determine that the Company may issue, for the purposes of the
          Plan, previously issued Shares that are held by the Company, from time to time,
          as Dormant Shares (as such term is defined in the Companies Law). All Shares
          under the Plan, in respect of which the right of a Grantee to purchase the same
          shall, for any reason, terminate, expire or otherwise cease to exist, shall
          again be available for grant through Options under the Plan. 



	    7.        Grant
of Options:  







		    7.1        The
implementation of the Plan and the granting of any Option under the Plan shall be subject
to the Company’s procurement of all approvals and permits required by applicable law
or regulatory authorities having jurisdiction over the Plan, the Options granted under it
and the Exercised Shares.  







		    7.2        The
Notice of Grant shall state, inter alia, the number of Shares subject to each
Option, the vesting schedule, the dates when the Options may be exercised, the exercise
price, whether the Options granted thereby are 102 Options or 3(9) Options or other type
of Options, and such other terms and conditions as the Committee at its discretion may
prescribe, provided that they are consistent with this Plan. Each Notice of Grant
evidencing a 102 Option shall, in addition, be subject to the provisions of the Ordinance
applicable to such Options.  







		    7.3        Validity
and Vesting. Without derogating from the rights and powers of the Committee under
this Section 7.3, unless otherwise specified by the Committee, the Options shall be
valid for a term of ten (10) years from the Date of Grant and thereafter expire. Subject
to Section 10 hereof, unless determined otherwise by the Committee, the Vesting Period
pursuant to which Options shall vest, and the Grantee thereof shall be entitled to pay
for and acquire the Exercised Shares, shall be such that all Options shall be fully
vested on the first business day following the passing of three (3) years from the Date
of Grant, as follows: 1/3 of such Options shall vest on the first anniversary of the
Adoption Date (the “Adoption Date” for the purpose of this Plan means
the Date of Grant or any other date determined by the Committee for a given grant of
Options). A further 1/3 of such Options shall vest on each of the second, and third
anniversaries of the Adoption Date.  











	 	        “Vesting
Period” of an Option means, for the purpose of the Plan and its related
instruments, the period between the Adoption Date and the date on which the Grantee may
exercise the rights awarded pursuant to the terms of the Option. Unless otherwise
determined by the Committee, any period in which the Grantee shall not be employed by the
Company (or, in the case of consultants, contractors or directors, shall not be in the
service of the Company) or in which the Grantee shall have taken an unpaid leave of
absence, shall not be included in the Vesting Period. 







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		    7.4        Acceleration
of Vesting. Anything herein to the contrary in this Plan notwithstanding, the
Committee shall have full authority to determine any provisions regarding the
acceleration of the Vesting Period of any Option or the cancellation of all or any
portion of any outstanding restrictions with respect to any Option or Share upon certain
events or occurrences, and to include such provisions in the Notice of Grant on such
terms and conditions as the Committee shall deem appropriate.  







		    7.5        Repricing.
Subject to applicable law, the Committee shall have full authority to, at any time and
from time to time, without the approval of the Shareholders of the Company, (i) grant in
its discretion to the holder of an outstanding Option, in exchange for the surrender and
cancellation of such Option, a new Option having an exercise price lower than provided in
the Option (and related Notice of Grant) so surrendered and canceled and containing such
other terms and conditions as the Committee may prescribe in accordance with the
provisions of the Plan, or (ii) effectuate a decrease in the Exercise Price (see
Section 8 below) of outstanding Options. At the full discretion of the Committee such
actions may be brought before the shareholders of the Company for their approval.  







         8.       
          Exercise Price: The exercise price per Share subject to each Option shall
          be determined by the Committee in its sole and absolute discretion, subject to
          applicable law. 



    9.        Exercise
of Options:  



		    9.1        Options
shall be exercisable pursuant to the terms under which they were awarded and subject to
the terms and conditions of the Plan.  







		    9.2        The
exercise of an Option shall be made by a written notice of exercise (the “Notice
of Exercise”) delivered by the Grantee (or, with respect to Options held in the
Trust, by the Trustee upon receipt of written instructions from the Beneficial Grantee)
to the Company at its principal executive office, specifying the number of Shares to be
purchased and accompanied by the payment therefor, and complying with such other terms
and conditions as the Committee shall prescribe from time to time.  







		    9.3        Anything
herein to the contrary notwithstanding, but without derogating from the provisions of
Section 10 hereof, if any Option has not been exercised and the Shares subject
thereto not paid for within ten (10) years after the Date of Grant (or any shorter period
set forth in the Notice of Grant), such Option and the right to acquire such Shares shall
terminate, all interests and rights of the Grantee in and to the same shall ipso facto expire,
and, in the event that in connection therewith any Options are still held in the Trust as
aforesaid, the Trust with respect thereto shall ipso facto expire, and the Shares
underlying such Options shall again be available for grant through Options under the
Plan, as provided for in Section 6 herein, provided the Plan shall be in force at such
time.  








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		    9.4        Each
payment for Shares shall be in respect of a whole number of Shares, and shall be effected
in cash or by a bank’s check payable to the order of the Company, or such other
method of payment acceptable to the Company.  







		    9.5        Notwithstanding
the provisions of Section 9.4 above, the Company will be entitled in its sole discretion
on a case-by-case basis, to allow payment of the Exercise Price out of the proceeds from
the sale of the Exercised Shares, provided that the Company has ascertained the Grantee’s
ability to pay the exercise price at that time. Grantees are not entitled to demand that
the Company, and the Company shall not be required to, act as described in this Section
9.5.  







    10.        Termination
of Employment:  



		    10.1        Employees.
In the event that a Grantee who was an employee of the Company on the Date of Grant of
any Options to him or her ceases, for any reason, to be employed by the Company (the
“Cessation of Employment”), all Options theretofore granted to such
Grantee when such Grantee was an employee of the Company shall terminate as follows:  







		    (a)        The
date of the Grantee’s Cessation of Employment shall be the date on           which
the employee-employer relationship between the Grantee and the Company           ceases
to exist (the “Date of the Cessation”).  







		    (b)        All
such Options that are not vested at the Date of Cessation shall
          terminate immediately.  







		    (c)        If
the Grantee’s Cessation of Employment is by reason of such           Grantee’s
death or “Disability” (as hereinafter defined),           such Options
(to the extent vested at the Date of Cessation) shall be           exercisable by the
Grantee or the Grantee’s guardian, legal representative,           estate or other
person to whom the Grantee’s rights are transferred by will           or by laws of
descent or distribution, at any time until 180 days from the Date           of Cessation,
and shall thereafter terminate.  







	 	        For
purposes hereof, “Disability” shall mean the inability to engage in any
substantial gainful occupation for which the Grantee is suited by education, training or
experience, by reason of any medically determinable physical or mental impairment that is
expected to result in such person’s death or to continue for a period of six (6)
consecutive months or more.  







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		    (d)        If
the Grantee’s Cessation of Employment is due to any reason other than
          those stated in Sections 10.1(c), 10.1(e) and 10.1(f) herein, such Options (to
          the extent vested at the Date of Cessation) shall be exercisable at any time
          until (i) the Date of Cessation; or (ii) in the event the Grantee’s
          Cessation of Employment is initiated by the Company and the Grantee receives an
          applicable one-time payment from the Company in lieu of a notice period, 15
days           after the Date of Cessation; and shall thereafter terminate, provided,
however, that if the Grantee dies within such period, such Options (to
          the extent vested at the Date of Cessation) shall be exercisable by the
          Grantee’s legal representative, estate or other person to whom the
          Grantee’s rights are transferred by will or by laws of descent or
          distribution at any time until 180 days from the Date of Cessation, and shall
          thereafter terminate.  







		    (e)        Notwithstanding
the aforesaid, if the Grantee’s Cessation of Employment is           due to (i) breach
of the Grantee’s duty of loyalty towards the           Company, or (ii) breach
of the Grantee’s duty of care towards the           Company, or (iii) the
commission any flagrant criminal offense by the           Grantee, or (iv) the
commission of any act of fraud, embezzlement or           dishonesty towards the Company
by the Grantee, or (v) any unauthorized use           or disclosure by the Grantee
of confidential information or trade secrets of the           Company, or (vi) any other
intentional misconduct by the Grantee (by act or           omission) adversely affecting
the business or affairs of the Company in a           material manner, or (vii) any act
or omission by the Grantee which would allow           for the termination of the Grantee’s
employment without severance pay,           according to the Severance Pay Law, 1963, all
the Options whether vested or not           shall ipso facto expire immediately
and be of no legal effect.  







		    (f)        If
a Grantee retires, he shall, subject to the approval of the Committee,           continue
to enjoy such rights, if any, under the Plan and on such terms and           conditions,
with such limitations and subject to such requirements as the           Committee in its
discretion may determine.  







		    (g)        Whether
the Cessation of Employment of a particular Grantee is by reason of           “Disability” for
the purposes of paragraph 10.1(c) hereof           or by virtue of “retirement” for
purposes of paragraph 10.1(f)           hereof, or is a termination of employment
other than by reason of such           Disability or retirement, or is for reasons as set
forth in           paragraph 10.1(e) hereof, shall be finally and conclusively
determined by           the Committee in its absolute discretion.  







		    (h)        Notwithstanding
the aforesaid, under no circumstances shall any Option be           exercisable after the
specified expiration of the term of such Option.  







		    10.2        Directors,
Consultants and Contractors. In the event that a Grantee, who is a director,
consultant or contractor of the Company, ceases, for any reason, to serve as such, the
provisions of Sections 10.1(b), 10.1(c), 10.1(d), 10.1(e), 10.1(g) and 10.2(h) above
shall apply, mutatis mutandis. For the purposes of this Section 10.2, “Date
of Cessation” shall mean:  








9










		    (a)        with
respect to directors – the date on which the director ceases to serve           as a
director of the Company; and  







		    (b)        with
respect to consultants and contractors – the date on which the           consulting
or contractor agreement between such consultant or contractor, as           applicable,
and the Company expires or the date on which either of the parties           to such
agreement sends the other notice of its intention to terminate said           agreement.  







		    10.3        Notwithstanding
the foregoing provisions of this Section 10, the Committee shall have the
discretion, exercisable either at the time an Option is granted or thereafter, to:  







		    (a)        extend
the period of time for which the Option is to remain exercisable           following the
Date of Cessation to such greater period of time as the Committee           shall deem
appropriate, but in no event beyond the specified expiration of the           term of the
Option;  







		    (b)        permit
the Option to be exercised, during the applicable exercise period           following the
Date of Cessation, not only with respect to the number of Shares           for which such
Option is exercisable at the Date of Cessation but also with           respect to one or
more additional installments in which the Grantee would have           vested under the
Option had the Grantee continued in the employ or service of           the Company.  







		    10.4        Notwithstanding
the foregoing provisions of this Section 10, and for the avoidance of doubt, the
transfer of a Grantee from the employ or service of the Company to the employ or service
of an affiliate, or from the employ or service of an affiliate to the employ or service
of the Company or another affiliate, shall not be deemed a termination of employment or
service for purposes hereof.  







    11.        Adjustments,
Liquidation and Corporate Transaction:  



		    11.1        Definitions:  








	 	        “Corporate
Transaction” means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events: 







		    (i)        a
saleor other disposition of all or substantially all, as determined by
          the Board in its discretion, of the consolidated assets of the Company and its subsidiaries; 








		    (ii)        a
sale or other disposition of at least eighty percent (80%) of the outstanding
          securities of the Company;  







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		    (iii)        a
merger, consolidation or similar transaction following which the Company is           not
the surviving corporation; or  







		    (iv)        a
merger, consolidation or similar transaction following which the Company is           the
surviving corporation but the Ordinary Shares of the Company outstanding
          immediately preceding the merger, consolidation or similar transaction are
          converted or exchanged by virtue of the merger, consolidation or similar
          transaction into other property, whether in the form of securities, cash or
          otherwise.  







		    11.2        Adjustments.
Subject to any required action by the shareholders of the Company, the number of Shares
subject to each outstanding Option, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Options have yet been granted or which
have been returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Shares subject to each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued Shares
resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Shares or the payment of a stock dividend (bonus shares) with
respect to the Shares or any other increase or decrease in the number of issued 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.” The Committee, whose
determination in that respect shall be binding and conclusive, shall execute such
adjustment. Except as expressly provided herein, no issuance by the Company of shares of
any class, or securities convertible into shares of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.  







		    11.3        Liquidation.
Unless otherwise provided by the Board, in the event of the proposed dissolution or
liquidation of the Company, all outstanding Options will terminate immediately prior to
the consummation of such proposed action. In such case, the Committee may declare that
any Option shall terminate as of a date fixed by the Committee and give each Grantee the
right to exercise his Option, including any Option which would not otherwise be
exercisable.  







		    11.4        Corporate
Transaction.  







		    (a)        Upon
a Corporate Transaction involving another corporation or a parent or           subsidiary
of such other corporation (each, a “Successor           Entity”), then,
unless otherwise determined by the Board, immediately           prior to the effective
date of such Corporate Transaction, each Option shall, at           the sole and absolute
discretion of the Committee, either:  







		    (i)        be
substituted for an option to purchase securities of the Successor Entity (the
          “Successor Entity Option”) such that the Grantee may exercise
          the Successor Entity Option for such number and class of securities of the
          Successor Entity which would have been issuable to the Grantee in consummation
          of such Corporate Transaction, had the Option been exercised immediately prior
          to the effective date of such Corporate Transaction; or  







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		    (ii)        be
assumed by the Successor Entity such that the Grantee may exercise the Option
          for such number and class of securities of the Successor Entity which would
have           been issuable to the Grantee in consummation of such Corporate
Transaction, had           the Option been exercised immediately prior to the effective
date of such           Corporate Transaction; or  







		    (iii)        automatically
vest in full so that the Option shall, immediately prior to the           effective date
of the Corporate Transaction, become fully exercisable for all of           the Shares at
that time subject to the Option and may be exercised for any or           all of those
Shares;  










	 	        In
the  event of a  clause  (i) or  clause  (ii)  action,  appropriate adjustments shall be
made to the exercise price per Share to reflect such action.  








	 	        Immediately
 following the consummation of the Corporate  Transaction, all outstanding Options shall
terminate and cease to be outstanding, except to the extent assumed by the Successor
Entity.  







		    (b)        Notwithstanding
the foregoing, the Committee shall have full authority and sole           discretion to
determine that any of the provisions of Sections 11.4(a)(i),           11.4(a)(ii) or
11.4(a)(iii) above shall apply in the event of a Corporate           Transaction in which
the consideration received by the shareholders of the           Company is not solely
comprised of securities of the Successor Entity, or in           which such consideration
is solely cash or assets other than securities of the           Successor Entity.  







		    11.5        Sale.
In the event that all or substantially all of the issued and outstanding share capital of
the Company is to be sold (the “Sale”), each Grantee shall be obligated
to participate in the Sale and sell his or her Shares and/or Options in the Company, provided,
however, that each such Share or Option shall be sold at a price equal to that of
any other Share sold under the Sale (minus the applicable exercise price), while
accounting for changes in such price due to the respective terms of any such Option, and
subject to the absolute discretion of the Board.  







		    11.6        The
grant of Options under the Plan shall in no way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.  







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         12.       
          Limitations on Transfer: No Option shall be assignable or transferable by
          the Grantee to whom granted otherwise than by will or the laws of descent and
          distribution, and an Option may be exercised during the lifetime of the Grantee
          only by such Grantee or by such Grantee’s guardian or legal representative.
          The terms of such Option shall be binding upon the beneficiaries, executors,
          administrators, heirs and successors of such Grantee. 



    13.        Restricted
Stock Units:  



		    13.1        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,
Restricted Stock Unit(s) (“RSU(s)”). 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 an Exercised Share of the Company and
the Grantee shall pay to the Company its purchase price.  







		    13.2        Unless
determined otherwise by the Committee, in the event of a Cessation of Employment, all
RSUs theretofore granted to such Grantee when such Grantee was an employee, director,
service provider, consultant or constructor of the Company, as the case may be, that are
not vested on the 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 an Exercised Share, during the applicable Vesting
Period even following the Date of Cessation, with respect to one or more additional
installments in which the Grantee would have vested under the RSU had the Grantee
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 a Grantee from the employ or service of the Company to the employ or service
of an affiliate, or from the employ or service of an affiliate to the employ or service
of the Company or another affiliate, shall not be deemed a termination of employment or
service for purposes hereof.  







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








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    14.        Term
and Amendment of the Plan:  



		    14.1        The
Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year
period measured from the date the Plan was adopted by the Board, or (ii) the
termination of all outstanding Options in connection with a Corporate Transaction. All
Options outstanding at the time of a clause (i) termination event shall continue to have
full force and effect in accordance with the provisions of the Plan and the documents
evidencing such Options.  







		    14.2        Subject
to applicable laws and regulations, the Board in its discretion may, at any time and from
time to time, amend this Plan, including effecting the following amendments without the
approval of the Shareholders of the Company: (i) expanding the class of participants
eligible to participate in the Plan; and/or (ii) expanding the types of options or
awards provided under the Plan and/or (iii) extending the duration of the Plan. However,
no amendment or modification shall adversely affect any rights and obligations with
respect to Options at the time outstanding under the Plan, unless the applicable Grantee
consents to such amendment or modification.  







         15.       
          Withholding and Tax Consequences: The Company’s obligation to
          deliver Shares upon the exercise of any Options granted under the Plan shall be
          subject to the satisfaction of all applicable income tax and other compulsory
          payments withholding requirements. All tax consequences and obligations (of the
          Company or the Grantee or the Trustee) regarding any other compulsory payments
          arising from the grant or exercise of any Option, from the payment for, or the
          subsequent disposition of, Shares subject thereto or from any other event or act
          (of the Company or the Grantee or the Trustee) hereunder, shall be borne solely
          by the Grantee, and the Grantee shall indemnify the Company and/or the Trustee,
          as applicable, and hold them harmless against and from any and all liability for
          any such tax or other compulsory payment, or interest or penalty thereon,
          including without limitation, liabilities relating to the necessity to withhold,
          or to have withheld, any such tax or other compulsory payment from any payment
          made to the Grantee. 



    16.        Miscellaneous:  



		    16.1        Continuance
of Employment. Neither the Plan nor the grant of an Option thereunder shall impose
any obligation on the Company to continue the employment or service of any Grantee.
Nothing in the Plan or in any Option granted thereunder shall confer upon any Grantee any
right to continue in the employ or service of the Company for any period of specific
duration, or interfere with or otherwise restrict in any way the right of the Company to
terminate such employment or service at any time, for any reason, with or without cause.  







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		    16.2       Rights
Deriving from Employee-Employer Relationship. Any gain or income credited or
attributable to a Grantee (or deemed as such) as a result of this Plan will not be taken
into account when calculating the basis for entitlement of the Grantee to any social
rights or benefits, or any other benefits deriving from an employee-employer relationship
between the Grantee and the Company.  







		    16.3        Governing
Law. The Plan and all instruments issued thereunder or in connection therewith, shall
be governed by, and interpreted in accordance with, the laws of the State of Israel.  







		    16.4        Use
of Funds. Any proceeds received by the Company from the sale of Shares pursuant to
the exercise of Options granted under the Plan shall be used for general corporate
purposes of the Company.  







		    16.5        Multiple
Agreements. The terms of each Option may differ from other Options granted under the
Plan at the same time, or at any other time. The Committee may also grant more than one
Option to a given Grantee during the term of the Plan, either in addition to, or in
substitution for, one or more Options previously granted to that Grantee. The grant of
multiple Options may be evidenced by a single Notice of Grant or multiple Notices of
Grant, as determined by the Committee.  







		    16.6        Non-Exclusivity
of the Plan. The adoption of the Plan by the Board shall not be construed as
amending, modifying or rescinding any previously approved incentive arrangement or as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the granting of
stock options otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.  









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