20-F








Exhibit 4.7  



CHECK POINT SOFTWARE
TECHNOOGIES LTD.  



ADDENDUM – ISRAEL  



TO THE RESTATED AND
AMENDED 1996 SECTION 1O2 SHARE OPTION PLAN  



	1.  	GENERAL  






	1.1  	The
provisions specified hereunder shall form an integral part of the restated and amended
1996 section 102 share option Plan of Check Point Software Technologies Ltd.
(hereinafter: the “Plan”), which applies to the issuance of Options to
purchase Shares of Check Point Software Technologies Ltd. (hereinafter: the “Company”).
Any requirements provided in this Addendum (the “Addendum”) shall be in
addition to the requirements provided in the Plan and in the applicable Option Agreement.
In any case of contradiction, whether explicit or implied, between the provisions of this
Addendum, the Plan and the applicable Option Agreement, the provisions set out in this
Addendum shall prevail. 






	1.2  	This
Addendum shall apply only to Optionees who, at the time of Option grant, are residents of
the State of Israel or deemed to be Israeli residents for tax purposes and to Options
granted as of January 1, 2003. For the avoidance of doubt, this Addendum does not add to
or modify the Plan in respect of any other category of Optionees. 






	1.3  	Any
capitalized terms not specifically defined in this Addendum shall be construed according
to the interpretation given to them in the Plan or in the applicable Option Agreement. 






	2.  	DEFINITIONS  






	2.1 	“Applicable
Laws” means any applicable Israeli tax laws, Israel’s securities laws and
any other applicable Israeli law. 






	2.2 	“Approved
102 Option” means an Option granted pursuant to Section 102(b) of the Ordinance
and held in trust by a Trustee in accordance with the provisions of the Ordinance. 

















	2.3 	“Capital
Gain Option” or “CGO” means an Approved 102 Option elected and
designated by the Company to qualify under the capital gain tax treatment in accordance
with the provisions of Section 102(b)(2) of the Ordinance. 






	2.4  	"Controlling
Shareholder" shall have the meaning ascribed to it in Section 32(9) of the
Ordinance.  






	2.5.1 	“Employee” means
a person who is employed by an Employer, including an individual who is serving as a
director or an officer, but excluding any Controlling Shareholder in Employer. 






	2.6 	“Employer” means
the Company and any other Israeli entity that is controlled by the Company as defined in
section 32(9) of the Ordinance and any Israeli entity that is under common control as
defined in section 32(9) of the Ordinance as the Company. 






	2.7  	“ITA” means
the Israeli Tax Authorities.  






	2.8 	“Non-Employee”means
(i) a person or entity that acts as a consultant, adviser, service provider to an
Employer, provided that such person is not an Employee or (ii) Controlling Shareholder in
Employer who is employed by an Employer or (iii) any other person or entity that is not
an Employee. 






	2.9 	“Ordinary
Income Option” or “OIO” means an Approved 102 Option elected and
designated by the Company to qualify under the ordinary income tax treatment in
accordance with the provisions of Section 102(b)(1) of the Ordinance. 






	2.10  	“102
Option” means any Option granted to Employees pursuant to Section 102 of the Ordinance. 






	2.11 	“3(i)
Option”means an Option that does not contain such terms as will qualify it for
the special tax treatment under Section 102. 






	2.12 	“Ordinance”means
the Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter
amended and regulations, rules and orders of procedure promulgated thereunder from time
to time. 






	2.13 	“Section
102”means section 102 of the Ordinance as now in effect or as hereafter amended
from time to time. 

















	2.14 	“Trustee”means
a trustee appointed by the Board or the Committee pursuant to the requirements of Section 102
that has executed a trust agreement with the Company or a relevant Employer. 






	2.15 	“Unapproved
102 Option” means an Option granted pursuant to Section 102(c) of the Ordinance
and not held in trust by a Trustee. 






	3.  	DESIGNATION
OF OPTIONS PURSUANT TO SECTION 102  






	3.1  	Employees
 may only be granted 102 Options;  and (ii)  Non-Employees  may only be granted 3(i)
Options. 






	3.2 	The
Board or the Committee may designate Options granted to Employees pursuant to Section 102
as Unapproved 102 Options or Approved 102 Options. 






	3.3 	Approved
102 Options may either be classified, in advance, by the Board or the Committee as
Capital Gain Options or Ordinary Income Options. 






	3.4 	The
Company’s election of the type of Approved 102 Options as CGO or OIO (the “Election”),
shall be appropriately filed with the ITA at least thirty days before the first grant of
an Approved 102 Option pursuant to such Election, or as otherwise authorized by the ITA,
and shall remain in effect until the end of the subsequent year following the year during
which an Employee was first granted such grant after the Company’s previous
Election, if any. During the period indicated in the sentence above, the Company may
grant only the type of Approved 102 Option it has elected, and the Election shall apply
to all Optionees who were granted Approved 102 Options during the period indicated
herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the
avoidance of doubt, such Election shall not prevent the Company, subject to the Board’s
or the Committee’s sole discretion, from granting, at all times, Unapproved 102
Options to Employees or 3(i) Options to Non-Employee. The designation as to the type of
Option granted to each Optionee shall be specified in each Option Agreement. 






	3.5  	All
Approved 102 Options must be held in trust by a Trustee, as described in Section 4 below. 






	3.6 	For
the avoidance of doubt, the designation of Unapproved 102 Options shall be subject to the
terms and conditions set forth in Section 102 of the Ordinance. 

















	3.7 	If
the requirements for Approved 102 Options are not met, then the Approved 102 Options
shall be deemed to be Unapproved 102 Options, all in accordance with the provisions of
Section 102. 






	4.  	TRUSTEE  






	4.1.1 	All
Approved 102 Options, Shares issued upon exercise of such Approved 102 Options and other
Shares received subsequently following any realization of rights in connection with such
Options or Shares and all rights attached to any of the shares described above or
Approved 102 Options, including without limitation bonus shares, shall be allocated or
issued to the Trustee and held for the benefit of the Optionee for such period of time as
required by Section 102 (the “Section 102 Period”). All of the rights
attached to Approved 102 Options and Shares issued upon exercise thereof, including
without limitation dividends in shares, shall be subject to the same tax treatment as the
treatment to which such Options are subject to. During the Section 102 Period, an
Employee may not transfer the Approved 102 Options or Shares issued upon exercise thereof
from the Trustee to himself or herself or sell such options or shares while they are held
by the Trustee. At any time thereafter each Optionee may require (but shall not be
obligated to require) the Trustee to sell or transfer to the Optionee such Approved 102
Options or any Shares issued upon exercise of such Approved 102 Options; provided that
(1) such transfer is in compliance with all applicable securities laws, and (2) (i) such
Optionee has deposited with the Trustee an amount of money which, in the Trustee’s
opinion, is necessary to discharge such Optionee’s tax obligations with respect to
such Approved 102 Options, or Shares issued pursuant to the exercise of such Approved 102
Options, or (ii) the Trustee has received an acknowledgment from the Israeli tax
authorities that the Optionee has paid any applicable tax due pursuant to the Ordinance,
or (iii) the Company has made other arrangements for the deduction of tax at source
acceptable to the Trustee, or (iv) upon the sale by the Trustee of any securities held in
the Trust, the Company or the Trustee have withheld from the proceeds of such sale all
applicable taxes, has remitted the amount withheld to the appropriate Israeli tax
authorities, has paid the balance thereof directly to such Optionee, and has reported to
such Optionee the amount so withheld and paid to such tax authorities. 






	4.2 	Notwithstanding
anything to the contrary, the Trustee shall not release any Approved 102 Options which
were not already exercised by the Optionee or release any Shares issued upon exercise of
Approved 102 Options prior to the full payment of the Optionee’s tax liabilities
arising from Approved 102 Options which were granted to the Optionee and/or any Shares
issued upon exercise of such Approved 102 Options. 

















	4.3 	Notwithstanding
anything to the contrary, the Trustee shall not make any transaction or take any action
with respect to Approved 102 Options or Shares issued upon exercise thereof, will not
transfer, assign, release, pledge, mortgage voluntary or grant in connection therewith
any proxy or assignment deed, whether immediately effective or effective at a future
date, other than by will or by operation of law, until after the full payment of the
Optionee’s tax liabilities arising from the grant of such Options or their exercise,
release, or transfer by the Trustee or after guaranteeing the payment of said taxes. If
such Options or Shares have been transferred by will or by operation of law, the
provisions of Section 102 will apply with respect to heirs or the transferees of the
Optionee or Shareholder, as the case may be. 






	4.4 	Upon
receipt of Approved 102 Option, the Optionee shall sign an undertaking to release the
Trustee from any liability in respect of any action or decision duly taken and bona fide
executed in relation with the Plan and this Addendum, or any Approved 102 Option or
Shares granted to the Optionee thereunder. 






	5.  	FAIR
MARKET VALUE FOR TAX PURPOSES  






	 	
Subject
to Section 102 and any amendment thereto, If at the Date of Grant of a CGO, without
derogating from any provisions of the plan and solely for the purpose of determining the
tax liability, the Company’s shares are listed on any established stock exchange or a
national market system or if the Company’s shares will be registered for trading
within ninety (90) days following the Date of Grant, the fair market value of the Shares
at the Date of Grant shall be determined in accordance with the average value of the
Company’s Shares on the thirty (30) trading days preceding the date of grant or on
the thirty (30) trading days following the date of registration for trading, as the case
may be. 






	6.  	RESTRICTIONS
ON ASSIGNABILITY AND SALE OF OPTIONS  






	 	
Notwithstanding
anything herein to the contrary, as long as Approved 102 Options or shares issued upon
exercise thereon are held by the Trustee, all rights which the Optionee possesses pursuant
to such Options or Shares can not be transferred, assigned, pledged or mortgaged by the
Optionee voluntarily, other than by will or by operation of law. 

















	7.  	INTEGRATION
OF SECTION 102 AND TAX COMMISSIONER’S PERMIT  






	 	
With
regards to Approved 102 Options, the provisions of the Plan, this Addendum and any
applicable Option Agreement shall be subject to the provisions of Section 102, and the
said provisions shall be deemed an integral part of the Plan, this Addendum and the
applicable Option Agreement. 






	8.  	DIVIDEND  






	 	
During
the period in which Shares issued to the Trustee on behalf of an Optionee upon exercise of
an Approved 102 Option, are held by the Trustee, any dividends payable in securities that
are declared on Approved 102 Options or on Shares held by the Trustee shall be (i) subject
to the provisions of Section 102 and the provisions of this Addendum and (ii) shall be
held in trust by the Trustee. 






	9.  	TAX
CONSEQUENCES  






	9.1 	To
the extent permitted by applicable law, any tax consequences arising from the grant or
exercise of any Option, the payment for Shares subject to any Option, the release or
transfer of Shares by the Trustee or from any other event or act (of the Company, its
Subsidiaries, the Trustee or the Optionee), hereunder, shall be borne solely by the
Optionee. The Company, its Subsidiaries, and/or the Trustee (if applicable) shall
withhold taxes according to the requirements under the Applicable Laws, rules, and
regulations, including withholding taxes at source. Furthermore, the Optionee shall agree
to indemnify the Company and its Subsidiaries and/or 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 Optionee. 






	9.2 	The
Board or the Committee and/or the Trustee shall not be required to release any Share
certificate to an Optionee until all required payments have been fully made. 

















	9.3 	Without
derogating from any other provision in this Addendum, in the event that Employee’s
employment with an Employer has ceased and such Employee was granted an Unapproved 102
Option pursuant to Section 102 (c)(2) of the Ordinance, then upon such termination of
employment such Employee shall be required to deposit with the Company an amount of money
or such guarantee which is necessary to discharge such Employee’s tax obligations
with respect to such Unapproved 102 Option. 












	
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Optionee's Signature		








	
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Optionee's Name		
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I.D Number