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                                                                    Exhibit 10.1









                                  EXHIBIT 10.1
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                                 RADVISION LTD.
                    KEY EMPLOYEE SHARE INCENTIVE PLAN (1996)


1.       NAME:

         This plan, as amended from time to time, shall be known as the
         "RADVision Ltd. Key Employee Share Incentive Plan (1996)" (the "Plan").

2.       PURPOSE:

         2.1.     The purpose and intent of the Plan is to provide incentives to
                  employees of RADVision Ltd. (the "Company") and its
                  subsidiaries (subject to approval by the Israeli Income Tax
                  Authorities) by providing them with opportunities to purchase
                  shares in the Company, pursuant to a plan approved by the
                  Board of Directors of the Company which is designed to benefit
                  from, and is made pursuant to, the provisions of Section 102
                  of the Israeli Income Tax Ordinance [New Version], 1961
                  (hereinafter - the "Ordinance") and the rules, promulgated
                  thereunder.

         2.2.     In addition, and subject to approval by the Israeli Income Tax
                  Authorities, options to purchase up to approximately three
                  (3%) percent of the share capital of the Company at the time
                  of approval of the Plan by the Board of Directors may be
                  offered to employees of affiliates of the Company belonging to
                  the RAD-Bynet Group of companies ("RAD-Bynet Affiliates"), in
                  order to provide them incentives to assist in the promotion of
                  the business of the Company.

3.       ADMINISTRATION:

         3.1.     The Plan will be administered by a Share Incentive Committee
                  (the "Committee"), which will consist of such number of
                  Directors of the Company (not less than two (2) in number), as
                  may be fixed from time to time by the Board of Directors of
                  the Company. The Board of Directors shall appoint the members
                  of the Committee and may from time to time remove members
                  from, or add members to, the Committee and shall fill
                  vacancies in the Committee however caused.
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         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 at a meeting of the Committee at
                  which all its members are 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, the
                  Committee shall have full authority to determine, in its
                  discretion, from time to time and at any time (i) the persons
                  ("Grantees") to whom "Option Awards" (as hereinafter defined)
                  shall be granted, (ii) the number of shares to be covered by
                  each Option Award, (iii) the time or times at which the same
                  shall be granted, (iv) the price, schedule and conditions on
                  which such Option Awards may be exercised and on which such
                  shares shall be paid for, and/or (v) any other matter which is
                  necessary or desirable for, or incidental to, the
                  administration of the Plan.

         3.4.     The Committee may from time to time adopt such rules and
                  regulations for carrying out the plan as it may deem best. No
                  member of the Board of Directors or of the Committee shall be
                  liable for any action or determination made in good faith with
                  respect to the Plan or any Option Award granted thereunder.

         3.5.     The interpretation and construction by the Committee of any
                  provision of the Plan or of any Option Award thereunder shall
                  be final and conclusive unless otherwise determined by the
                  Board of Directors.

4.       ELIGIBLE GRANTEES:

         4.1.     No Option Award may be granted to any person serving as a
                  member of the Committee at the time of the grant.

         4.2.     Subject to the limitation set forth in Section 4.1 hereof,
                  Option Awards may be granted to any officer, key employee or
                  other employee of the Company, its subsidiaries and its
                  RAD-Bynet Affiliates, whether or not a Director of the
                  Company, against waiver by such grantee of a certain amount of
                  his salary. The grant of an Option Award to a Grantee


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                  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 or
                  stock option plan of the Company or any of its affiliates.

5.       TRUSTEE:

         The Option Awards and/or shares in the Company which will be issued
         upon the exercise of the Option Awards will be held in trust and
         registered under the name of a trustee (the "Trustee") who will hold
         the same pursuant to the Company's instructions from time to time.
         Except as provided for in Section 10.7 hereinbelow, in no event will
         the Trustee release the shares before the later of (i) the initial
         public offering ("IPO") of the shares of the Company, or (ii) the lapse
         of twenty-four (24) months as of the registration of options in the
         name of the Trustee on behalf of the Grantee, provided the Grantee
         is an employee of RADVision Ltd. Said restriction to this subsection ii
         shall not apply to Grantees which are employees of RADVision Inc. The
         Trustee shall empower Yehuda Zisapel and Zohar Zisapel together with
         all the voting rights of the shares and shall not exercise the voting
         rights in any other way whatsoever.

6.       RESERVED SHARES:

         The Company has reserved 1,600 authorized but unissued Ordinary Shares
         (nominal value NIS.1.00 per share) for purposes of the Plan, subject to
         adjustment as provided in Section 11 hereof. All shares under the Plan,
         in respect of which the right hereunder 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 the Option Awards
         under the Plan.

7.       OPTION AWARDS:

         7.1.     The Committee in its discretion may award to Grantees options
                  to purchase shares in the Company available under the Plan
                  ("Option Awards"). The date of grant of each Option Award
                  shall be the date specified by the Committee at the time such
                  award is made.

         7.2.     The instrument granting an Option Award shall state, INTER
                  ALIA, the number of shares covered thereby, the dates when it
                  may be exercised, the option price, the schedule on which such
                  shares may be paid for and such other terms and conditions as
                  the Committee at its discretion may prescribe, provided that
                  they are consistent with this Plan.


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8.       OPTION PRICE:

         The price per share covered by each Option Award shall be as determined
         by the Committee on the date of grant, provided that such price per
         share for any Option Award shall not be less than the par value of the
         share.

9.       EXERCISE OF OPTION AWARD:

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

         9.2.     An Option Award, or any part thereof, shall be exercisable by
                  the Grantee's signing and returning to the Company at its
                  principal office, with a copy to the Trustee, a "Notice of
                  Exercise" which will also constitute a Share Incentive
                  Agreement (the "Agreement") in such form and substance as may
                  be prescribed by the Committee from time to time.

         9.3.     Anything herein to the contrary notwithstanding, but without
                  derogating from the provisions of Sections 5 and 10 hereof, if
                  any Option Award or any part thereof, has not been exercised
                  and the shares covered thereby not paid for within sixty-two
                  (62) months after the date of grant (or any other period set
                  forth in the instrument granting such Option Award pursuant to
                  Section 7), such Option Award, or such part thereof, 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 with such
                  unexercised options any shares are held in trust as aforesaid,
                  such trust shall ipso facto expire and the trustee shall
                  thereafter hold such shares in an unallocated pool until
                  instructed by the Company that some or all of such shares are
                  again to be held in trust for one or more Grantees.

         9.4.     Each payment for shares under an Option Award shall be in
                  respect of a whole number of shares, shall be effected in cash
                  or by a cashier's or certified check payable to the order of
                  the Company, or such other method of payment acceptable to the
                  Company, and shall be accompanied by a notice stating the
                  number of shares being paid for thereby.


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         9.5.     In the event that the Company will distribute cash dividends
                  or any other cash payments to shareholders, then the dividends
                  (or cash payments) relating to the shares already exercised
                  will be transferred to the Trustee, who will transfer
                  dividends (or cash payments) to Grantees who exercised the
                  Option Awards to the extent exercised.

                  Each Grantee will be fully liable as a share owner in the
                  Company to the extent of the number and percentage of shares
                  held on his behalf by the Trustee as a result of the exercise
                  of any Option Award up to the nominal value of his shares.

10.      TERMINATION OF EMPLOYMENT:

         10.1.    Subject to the provisions of Sections 10.4 and 10.5 hereof, if
                  a Grantee should, for any reason, cease to be employed by the
                  Company or any affiliate thereof, as the case may be, then all
                  of his rights, if any, in respect of (a) all Option Awards
                  theretofore granted to him under the Plan and not exercised
                  (to the extent that they are exercisable at the time of
                  termination of Employment) within two (2) weeks after such
                  cessation of employment, and (b) all shares which may be
                  purchased by him under the Plan and which are not fully paid
                  for within two (2) weeks after such cessation of employment,
                  shall ipso facto terminate.

         10.2.    In the event of such resignation or termination of Employment
                  of a Grantee from the employ of the Company or an affiliate
                  thereof, his employment shall, for the purposes of this
                  Section 10 be deemed to have ceased upon the delivery to the
                  employer of notice of resignation, or upon the delivery to the
                  employee of notice of termination of employment, as the case
                  may be, irrespective of the effective date of such resignation
                  or termination of employment.

         10.3.    For the purposes of this Section 10, the following definitions
                  will apply:

                  10.3.1   "Purchaser" - the Company (if and as permitted to by
                           law) and/or any of its affiliates and/or any other
                           person or entity designated for this purpose by the
                           Company.


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                  10.3.2   "Back Purchase Period" - 90 days commencing on the
                           last date the Grantee is entitled to exercise all
                           options to the shares (to the extent they are
                           exercisable at such time).

                  10.3.3   "Back Purchase" - the purchase of shares by the
                           Purchaser during the Back Purchase Period.

         10.4.    In the event of termination of employment by the Company under
                  circumstances which do not entitle the employee to severance
                  pay ("Pitzuei Piturin") under the law (hereinafter
                  "Termination for Cause"), then said Grantee shall not be
                  entitled to exercise any Option Awards subsequent to the time
                  of delivery of the notice of discharge. In addition, the
                  Purchaser will be entitled to Back Purchase with no time limit
                  any or all of the shares resulting from the exercise of any
                  Option Awards exercised prior to the date of Back Purchase.
                  The price paid for each share will be as the Purchaser
                  determines, but not less than the par value of the share.

         10.5.    In the event the employment is terminated either by the
                  Company or the Grantee for any reason other than Termination
                  for Cause or for no reason at all before the lapse of ten (10)
                  years as of the date of the grant, then the Purchaser will be
                  entitled to Back Purchase within the Back Purchase Period any
                  or all of the shares held in trust by the Trustee on behalf of
                  the Grantee at that time. The purchase price per share will be
                  the higher of:

                  10.5.1   net after tax annual earnings per share, as provided
                           for in the annual audited consolidated financial
                           reports of the Company in US dollars for the previous
                           year on a non-diluted basis, multiplied by 4; or

                  10.5.2   per share shareholders' equity on a non-diluted basis
                           in US dollars.

                  Notwithstanding anything contained herein to the contrary, in
                  the event that the Board of Directors of the Company resolves
                  to sell all or a substantial part of the Company's assets
                  (hereinafter the "Sale") and such Sale involves a termination
                  of employment of the Grantee, then the Back Purchase Price
                  will be determined by the Board of Directors of the Company,
                  taking into consideration the terms of Sale.


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         10.6.    In the event that Purchaser did not Back Purchase all the
                  shares within the Back Purchase Period, then the shares will
                  continue to be held by the Trustee on behalf of the Grantee
                  until the sale of such shares by the Grantee at the later of
                  (i) the initial public offering ("IPO") of the shares of the
                  Company or (ii) the lapse of twenty-four (24) months as of the
                  registration of options in the name of the Trustee on behalf
                  of the Grantee.

                  Any shares Back Purchased under subsections 10.4 and/or 10.5
                  will be released from the Trust upon the Back Purchase,
                  subject to the provisions of Section 102 of the Ordinance.

         10.7.    DEATH, DISABILITY, RETIREMENT:

                  Anything herein to the contrary notwithstanding:

                  10.7.1   If a Grantee shall die while in the employ of the
                           Company or any affiliate thereof, his estate, to the
                           extent that it has acquired by will or by operation
                           of law the rights of the deceased Grantee under the
                           Plan, shall be entitled for a period of three (3)
                           months following the date of death of such Grantee,
                           to exercise such rights of such Grantee not
                           theretofore exercised, to the same extent (but only
                           to the extent), and on the same terms, as the
                           deceased Grantee could have done during or at the end
                           of such three-month period had he survived and had he
                           continued his employ with the Company.

                  10.7.2   If a Grantee is unable to continue to be employed by
                           the Company or any affiliate thereof by reason of his
                           becoming incapacitated while in the employ of the
                           Company or any affiliate thereof as a result of an
                           accident or illness or other cause which is approved
                           by the Committee, such Grantee shall continue to
                           enjoy rights under the Plan on such terms and
                           conditions as the Committee in its discretion may
                           determine.

                  10.7.3   If a Grantee should retire, he shall continue to
                           enjoy such rights, if any, under the Plan and on such
                           terms and conditions as the


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                           Committee in its discretion may determine. This
                           subsection 10.7.3 will have priority over Section
                           10.5.

                  10.7.4   In no event will any shares be released by the
                           Trustee under this Section 10.7 from the Trust prior
                           to the IPO.

         10.8.    The Company and any Grantee acknowledge that, in case of
                  cessation of employment within the period of 24 months from
                  the date of the grant of an Option Award, the benefits
                  provided in Section 102 of the Ordinance may not be available
                  to the Grantee, and the Company may be required to withhold
                  tax on the date of the issuing of shares according to the
                  Option Awards, and be subject to any other obligations under
                  law regarding the granting of such Option Awards.

11.      ADJUSTMENTS:

         Upon the happening of any of the following described events, a
         Grantee's rights to purchase shares under the Plan shall be adjusted as
         hereinafter provided:

         11.1.    In the event the Ordinary Shares of the Company shall be
                  subdivided or combined into a greater or smaller number of
                  shares or if, upon a merger, consolidation, reorganization,
                  recapitalization or the like, the Ordinary Shares of the
                  Company shall be exchanged for other securities of the Company
                  or of another corporation, then, upon the exercise of an
                  Option Award, each Grantee shall be entitled, subject to the
                  conditions herein stated, to purchase such number of Ordinary
                  Shares or amount of other securities of the Company or such
                  other corporation as were exchangeable for the number of
                  Ordinary Shares of the Company which such Grantee 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.

         11.2.    In the event that the Company shall issue any of its Ordinary
                  Shares or other securities as bonus shares (stock dividend)
                  upon or with respect to any shares which shall at the time be
                  subject to a right of purchase by a Grantee hereunder, each
                  Grantee, upon exercising such right, shall be entitled to
                  receive (for the purchase price payable upon such exercise),
                  the shares as to which he is exercising his said right and, in
                  addition thereto (at no additional cost), such number of
                  shares of the class or


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                  classes in which such bonus shares (stock dividend) were
                  declared, and such amount of cash in lieu of fractional
                  shares, as is equal to the amount of shares and the amount of
                  cash in lieu of fractional shares which he would have received
                  had he been the holder of the shares as to which he is
                  exercising his said right at all times between the date of the
                  granting of such right and the date of its exercise.

         11.3.    Upon the happening of any of the foregoing events, the class
                  and aggregate number of Ordinary Shares issuable pursuant to
                  the Plan, in respect of which Option Awards have not yet been
                  granted, shall also be appropriately adjusted to reflect the
                  events specified in Sections 11.1 and 11.2 above.

         11.4.    The Committee shall determine the specific adjustments to be
                  made under this Section 11, and its determination shall be
                  conclusive.

12.      ASSIGNABILITY AND SALE OF SHARES:

         12.1.    Except as provided for in Section 10.8 hereinabove, no Option
                  Award and no shares purchasable hereunder, whether fully paid
                  or not, shall be assignable, transferable or given as
                  collateral or any right to them given to any third party
                  whatsoever, and during the lifetime of the Grantee each and
                  all of his rights to purchase shares hereunder shall be
                  exercisable only by him.

         12.2.    The Grantee will not be allowed to sell any shares purchased
                  pursuant to the exercise of Option Awards granted hereunder
                  before the later of the second anniversary of the date of
                  grant of the Option Awards or the IPO.

13.      TERM AND AMENDMENT OF THE PLAN:

         13.1.    The Plan was adopted by the Board of Directors of the Company
                  on _____________________ and shall expire when the Board so
                  resolves (except as to Option Awards outstanding on that
                  date).

         13.2.    Subject to applicable laws, the Board of Directors may, at any
                  time and from time to time, terminate or amend the Plan in any
                  respect. In no event will any action of the Company alter or
                  impair the rights of a


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                  Grantee, without his consent, under any Option Award
                  previously granted to him.

14.      CONTINUANCE OF EMPLOYMENT:

         Neither the Plan nor the Agreement shall impose any obligation on the
         Company or an affiliate thereof to continue to keep any Grantee in its
         employ, and nothing in the Plan or in any Option Award granted pursuant
         thereto shall confer upon any Grantee any right to continue in the
         employ of the Company or an affiliate thereof, or restrict the right of
         the Company or an affiliate thereto to terminate such employment at any
         time.

15.      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.      APPLICATION OF FUNDS:

         The proceeds received by the Company from the sale of shares pursuant
         to Option Awards granted under the Plan will be used for general
         corporate purposes of the Company or any subsidiary thereof.

17.      TAX CONSEQUENCES:

         Any tax consequences arising from the grant or exercise of any Option
         Award, from the payment for shares covered thereby or from any other
         event or act (of the Company or the Grantee) hereunder, shall be borne
         solely by the Grantee. Furthermore, the Grantee shall agree to
         indemnify the Company and the Trustee and hold them harmless against
         and from any and all liability for any such tax or interest or penalty
         thereon, including without limitation, liabilities relating to the
         necessity to withhold, or to have withheld, any such tax from any
         payment made to the Grantee.


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