20-F








Exhibit 4.8  



CHECK POINT SOFTWARE
TECHNOLOGIES LTD. 

1996 UNITED STATES
STOCK OPTION PLAN  



ARTICLE ONE 

GENERAL PROVISIONS  



	I.  	PURPOSE
OF THE PLAN  






        This
1996 United States Stock Option Plan is intended to promote the interests of Check Point
Software Technologies Ltd., an Israeli corporation, by providing eligible persons with the
opportunity to acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to remain in the service of the
Corporation. 



        Capitalized
terms shall have the meanings assigned to such terms in the attached Appendix. 



     	II. 	
          STRUCTURE OF THE PLAN 


          



	    A.       The
Plan shall be divided into two separate equity programs:  







		    (i)       the
Discretionary Option Grant Program under which eligible persons may, at the
          discretion of the Plan Administrator, be granted options to purchase Ordinary
          Shares, and  







		    (ii)       the
Automatic Option Grant Program under which Eligible Directors shall
          automatically receive option grants at periodic intervals to purchase Ordinary
          Shares.  







    B.       The
provisions of Articles One and Four shall apply to all equity programs under
          the Plan and shall accordingly govern the interests of all persons under the
          Plan.  



	III. 	ADMINISTRATION
OF THE PLAN






	    A.       Administration
of the Discretionary Option Grant Program may, at the           Board’s discretion,
be vested in the Committee, or the Board may retain the           power to administer
those programs with respect to all persons.  







	    B.       Members
of the Committee shall serve for such period of time as the Board may           determine
and shall be subject to removal by the Board at any time.  







	    C.       The
Plan Administrator shall, within the scope of its administrative functions
          under the Plan, have full power and authority to establish such rules and
          regulations as it may deem appropriate for proper administration of the
          Discretionary Option Grant Program and to make such determinations under, and
          issue such interpretations of, the provisions of such program and any
          outstanding options thereunder as it may deem necessary or advisable. Decisions
          of the Plan Administrator within the scope of its administrative functions
under           the Plan shall be final and binding on all parties who have an interest
in the           Discretionary Option Grant Program under its jurisdiction or any option
          thereunder.  


















	    D.       Service
on the Committee shall constitute service as a Board member, and members           of
each such committee shall accordingly be entitled to full indemnification and
          reimbursement as Board members for their service on such committee. No member
of           the Committee shall be liable for any act or omission made in good faith
with           respect to the Plan or any option grants made under the Plan.  







	    E.       Administration
of the Automatic Option Grant Program shall be self-executing in           accordance
with the terms of that program, and no Plan Administrator shall           exercise any
discretionary functions with respect to option grants made           thereunder.  







     	IV. 	
          ELIGIBILITY 


          



	    A.       The
persons eligible to participate in the Discretionary Option Grant Program           are
as follows:  







		    (i)       Employees,  







		    (ii)       non-employee
members of the board of directors of any Parent or Subsidiary, and  







		    (iii)       consultants
and other independent advisors who provide services to the           Corporation (or any
Subsidiary).  







	    B.       The
Plan Administrator shall, within the scope of its administrative           jurisdiction
under the Plan, have full authority (subject to the provisions of           the Plan) to
determine, with respect to the option grants under the           Discretionary Option
Grant Program, which eligible persons are to receive option           grants, the time or
times when such option grants are to be made, the number of           shares to be
covered by each such grant, the status of the granted option as           either an
Incentive Option or a Non-Statutory Option, the time or times at which           each
option is to become exercisable and the vesting schedule (if any)           applicable to
the option shares and the maximum term for which the option is to           remain
outstanding.  







	    C.       The
individuals eligible to receive option grants under the Automatic Option           Grant
Program shall be those individuals who are serving as non-employee Board
          members on the Automatic Option Grant Program Effective Date or who are first
          elected or appointed as non-employee Board members after such date, whether
          through appointment by the Board or election by the Corporation’s
          stockholders. A non-employee Board member who has previously been in the employ
          of the Corporation (or any Parent or Subsidiary) shall not be eligible to
          receive an option grant under the Automatic Option Grant Program on the
          Automatic Option Grant Program Effective Date or at the time he or she first
          becomes a non-employee Board member.  







2










     	V. 	
          STOCK SUBJECT TO THE PLAN 


          



	    A.       The
stock issuable under the Plan shall be authorized but unissued or reacquired
          Ordinary Shares, including shares repurchased by the Corporation on the open
          market. The maximum number of Ordinary Shares which may be issued over the term
          of the Plan shall not exceed 3,900,000 shares, including the number of shares
          which remained available for issuance, as of the Plan Effective Date, under the
          Predecessor Plan as last approved by the Corporation’s stockholders prior
          to such date, and the shares subject to the outstanding options under the Plan
          and the Predecessor Plan (estimated to be 3,000,000 shares as of June 1, 1996).  







	    B.       No
one person participating in the Plan may receive options or separately
          exercisable stock appreciation rights for more than 1,000,000 Ordinary Shares
          over the period beginning on the Plan Effective Date and ending on June 30,
          1999.  







	    C.       Ordinary
Shares subject to outstanding options shall be available for subsequent
          issuance under the Plan to the extent (i) the options (including any
          options incorporated from the Predecessor Plan) expire or terminate for any
          reason prior to exercise in full or (ii) the options are canceled in
          accordance with the cancellation-regrant provisions of Article Two. All shares
          issued under the Plan (including shares issued upon exercise of options
          incorporated from the Predecessor Plan), shall reduce on a share-for-share
basis           the number of Ordinary Shares available for subsequent issuance under the
Plan.           In addition, should the exercise price of an option under the Plan
(including           any option incorporated from the Predecessor Plan) be paid with
Ordinary Shares           or should Ordinary Shares otherwise issuable under the Plan be
withheld by the           Corporation in satisfaction of the withholding taxes incurred
in connection with           the exercise of an option under the Plan, then the number of
Ordinary Shares           available for issuance under the Plan shall be reduced by the
gross number of           shares for which the option is exercised, and not by the net
number of Ordinary           Shares issued to the holder of such option.  







	    D.       Should
any change be made to the Ordinary Shares by reason of any stock split,           stock
dividend, recapitalization, combination of shares, exchange of shares or           other
change affecting the outstanding Ordinary Shares as a class without the
          Corporation’s receipt of consideration, appropriate adjustments shall be
          made to (i) the maximum number and/or class of securities issuable under
          the Plan, (ii) the number and/or class of securities for which any one
          person may be granted options and separately exercisable stock appreciation
          rights before June 30, 1999, (iii) the number and/or class of securities
          for which automatic option grants are to be subsequently made per Eligible
          Director under the Automatic Option Grant Program and (iv) the number
          and/or class of securities and the exercise price per share in effect under
each           outstanding option (including any option incorporated from the Predecessor
Plan)           in order to prevent the dilution or enlargement of benefits thereunder.
The           adjustments determined by the Plan Administrator shall be final, binding
and           conclusive.  







3










ARTICLE TWO 

DISCRETIONARY OPTION
GRANT PROGRAM  



	I.  	OPTION
TERMS  






        Each
option shall be evidenced by one or more documents in the form approved by the Plan
Administrator; provided, however, that each such document shall comply with the
terms specified below. Each document evidencing an Incentive Option shall, in addition, be
subject to the provisions of the Plan applicable to such options. 



	    A.       Exercise
Price.  







		    1.       The
exercise price per share shall be fixed by the Plan Administrator but shall           not
be less than eighty-five percent (85%) of the Fair Market Value per Ordinary
          Share on the option grant date.  







		    2.       The
exercise price shall become immediately due upon exercise of the option and
          shall, subject to the provisions of Section I of Article Four and the
          documents evidencing the option, be payable in cash or check made payable to
the           Corporation. The option may also be exercised for vested shares through a
          special sale and remittance procedure pursuant to which the Optionee shall
          concurrently provide irrevocable written instructions to (a) a
          Corporation-designated brokerage firm to effect the immediate sale of the
          purchased shares and remit to the Corporation, out of the sale proceeds
          available on the settlement date, sufficient funds to cover the aggregate
          exercise price payable for the purchased shares plus all applicable Federal,
          state and local income and employment taxes and applicable Israeli taxes
          required to be withheld by the Corporation by reason of such exercise and
          (b) the Corporation to deliver the certificates for the purchased shares
          directly to such brokerage firm in order to complete the sale transaction.
          Except to the extent the sale and remittance procedure is used, payment of the
          exercise price for the purchased shares must be made on the Exercise Date.  







	    B.       Exercise
and Term of Options. Each option shall be           exercisable at such
time or times, during such period and for such number of           shares as shall be
determined by the Plan Administrator and set forth in the           documents evidencing
the option. However, no option shall have a term in excess           of seven (7) years
measured from the option grant date.  







	    C.       Effect
of Termination of Service.  







		    1.       The
following provisions shall govern the exercise of any options held by the
          Optionee at the time of cessation of Service or death:  







		    (i)       Any
option outstanding at the time of the Optionee’s cessation of Service           for
any reason shall remain exercisable for such period of time thereafter as           shall
be determined by the Plan Administrator and set forth in the documents
          evidencing the option, but no such option shall be exercisable after the
          expiration of the option term.  







4










		    (ii)       Any
option exercisable in whole or in part by the Optionee at the time of death           may
be subsequently exercised by the personal representative of the           Optionee’s
estate or by the person or persons to whom the option is           transferred pursuant
to the Optionee’s will or in accordance with the laws           of descent and
distribution.  







		    (iii)       During
the applicable post-Service exercise period, the option may not be           exercised in
the aggregate for more than the number of vested shares for which           the option is
exercisable on the date of the Optionee’s cessation of           Service. Upon the
expiration of the applicable exercise period or (if earlier)           upon the
expiration of the option term, the option shall terminate and cease to           be
outstanding for any vested shares for which the option has not been           exercised.  However,
the option shall, immediately upon the Optionee’s           cessation of Service,
terminate and cease to be outstanding to the extent it is           not exercisable for
vested shares on the date of such cessation of Service.  







		    (iv)       Should
the Optionee’s Service be terminated for Misconduct, then all           outstanding
options held by the Optionee shall terminate immediately and cease           to be
outstanding.  







		    (v)       In
the event of a Corporate Transaction, the provisions of Section III of this
          Article Two shall govern the period for which the outstanding options are to
          remain exercisable following the Optionee’s cessation of Service and shall
          supersede any provisions to the contrary in this section.  







		    2.       The
Plan Administrator shall have the discretion, exercisable either at the time           an
option is granted or at any time while the option remains outstanding, to:  







		    (i)       extend
the period of time for which the option is to remain exercisable           following the
Optionee’s cessation of Service from the period otherwise in           effect for
that option to such greater period of time as the Plan Administrator           shall deem
appropriate, but in no event beyond the expiration of the option           term, and/or  







		    (ii)       permit
the option to be exercised, during the applicable post-Service exercise           period,
not only with respect to the number of vested Ordinary Shares for which           such
option is exercisable at the time of the Optionee’s cessation of           Service
but also with respect to one or more additional installments in which           the
Optionee would have vested under the option had the Optionee continued in
          Service.  







    D.       Stockholder
Rights. The holder of an option shall have no           stockholder rights with
respect to the shares subject to the option until such           person shall have
exercised the option, paid the exercise price and become a           holder of record of
the purchased shares.  



5










    E.       Limited
Transferability of Options. During the lifetime of the           Optionee, the
option shall be exercisable only by the Optionee and shall not be           assignable or
transferable other than by will or by the laws of descent and           distribution
following the Optionee’s death. However, a Non-Statutory           Option may be
assigned (i) to a member of the immediate family of the optionee           or to a trust
established for the benefit of one or more members of the           immediate family of
the optionee, provided that the assignment shall not be           effective until
approved in writing by the Plan Administrator, or (ii) in           accordance with terms
approved in advance by the Plan Administrator. The terms           applicable to the
assigned option (or portion thereof) shall be the same as           those in effect for
the option immediately prior to such assignment and shall be           set forth in such
documents issued to the assignee as the Plan Administrator may           deem
appropriate.  



     	II. 	
          INCENTIVE OPTIONS 


          



        The
terms specified below shall be applicable to all Incentive Options. Except as modified by
the provisions of this Section II, all the provisions of Articles One, Two and Four shall
be applicable to Incentive Options. Options which are specifically designated as
Non-Statutory Options when issued under the Plan shall not be subject to the terms
of this Section II. 



    A.       Eligibility. Incentive
Options may only be granted to Employees.  



    B.       Exercise
Price. The exercise price per share shall not be less           than one hundred
percent (100%) of the Fair Market Value per Ordinary Share on           the option grant
date.  



    C.       10%
Stockholder. To the extent required by Code Section 422, if           any
Employee to whom an Incentive Option is granted is a 10% Stockholder,           then
the exercise price per share shall not be less than one hundred ten percent
          (110%) of the Fair Market Value per Ordinary Share on the option grant date,
and           the option term shall not exceed five (5) years measured from the option
grant           date.  



	III.  	CORPORATE
TRANSACTION/CHANGE IN CONTROL






    A.        Immediately
following the consummation of a Corporate Transaction, all           outstanding options
shall terminate and cease to be outstanding, except to the           extent assumed by
the successor corporation (or parent thereof).  



    B.        The
Plan Administrator shall have the discretion, exercisable either at the time
          the option is granted or at any time while the option remains outstanding, to
          provide for the acceleration of one or more outstanding options upon the
          occurrence of a Corporate Transaction, whether or not those options are to be
          assumed or replaced in the Corporate Transaction. The Plan Administrator shall
          have the discretion, exercisable either at the time the option is granted or at
          any time while the option remains outstanding, to (i) provide for the
          automatic acceleration of one or more outstanding options upon the occurrence
of           a Change in Control or (ii) condition any such option acceleration upon
the           subsequent Involuntary Termination of the Optionee’s Service within a
          specified period following the effective date of such Change in Control. Any
          options accelerated in connection with a Change in Control shall remain fully
          exercisable until the expiration or sooner termination of the option term.  



6










    C.        Each
option which is assumed in connection with a Corporate Transaction shall be
          appropriately adjusted, immediately after such Corporate Transaction, to apply
          to the number and class of securities which would have been issuable to the
          Optionee in consummation of such Corporate Transaction had the option been
          exercised immediately prior to such Corporate Transaction. Appropriate
          adjustments shall also be made to (i) the number and class of securities
          available for issuance under the Plan on both an aggregate and per Optionee
          basis following the consummation of such Corporate Transaction and (ii) the
          exercise price payable per share under each outstanding option, provided          the
aggregate exercise price payable for such securities shall remain the same.  



    D.        The
portion of any Incentive Option accelerated in connection with a Corporate
          Transaction or Change in Control shall remain exercisable as an Incentive
Option           only to the extent the applicable One Hundred Thousand Dollar limitation
is not           exceeded. To the extent such dollar limitation is exceeded, the
accelerated           portion of such option shall be exercisable as a Non-Statutory
Option under the           Federal tax laws.  



    E.        The
grant of options under the Discretionary Option Grant Program shall in no           way
affect the right of the Corporation 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.  



	IV.  	CANCELLATION
AND REGRANT OF OPTIONS






        The
Plan Administrator shall have the authority to effect, at any time and from time to time,
with the consent of the affected option holders, the cancellation of any or all
outstanding options under the Discretionary Option Grant Program (including outstanding
options incorporated from the Predecessor Plan) and to grant in substitution new options
covering the same or different number of Ordinary Shares but with an exercise price per
share based on the Fair Market Value per Ordinary Share on the new option grant date. 



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ARTICLE THREE 

AUTOMATIC OPTION GRANT
PROGRAM  



	I.  	OPTION
TERMS  






    A.       Grant
Dates. Option grants shall be made on the dates specified           below:  



		    1.        Each
Eligible Director who is first elected or appointed as a non-employee Board
          member after the Plan Effective Date shall automatically be granted, on the
date           of such initial election or appointment, a Non-Statutory Option to
purchase           10,000 Ordinary Shares.  







		    2.        On
the date of each Annual Stockholders Meeting, beginning with the 1997 Annual
          Meeting, each individual who is to continue to serve as an Eligible Director
          after such meeting, shall automatically be granted, whether or not such
          individual is standing for re-election as a Board member at that Annual
Meeting,           a Non-Statutory Option to purchase an additional 1,000 Ordinary
Shares, provided           such individual has served as a non-employee Board member for
at least six (6)           months prior to the date of such Annual Meeting. There shall
be no limit on the           number of such 1,000-share option grants any one Eligible
Director may receive           over his or her period of Board service  







    B.       Exercise
Price.  



		    1.       The
exercise price per share shall be equal to one hundred percent (100%) of the
          Fair Market Value per Ordinary Share on the option grant date.  







		    2.       The
exercise price shall be payable in one or more of the alternative forms
          authorized under the Discretionary Option Grant Program. Except to the extent
          the sale and remittance procedure specified thereunder is utilized, payment of
          the exercise price for the purchased shares must be made on the Exercise Date.  







    C.       Option
Term.  Each option shall have a term of seven (7) years           measured from
the option grant date.  



    D.       Exercise
and Vesting of Options. Each option shall become           exercisable for the
option shares in a series of four (4) annual installments           over the Optionee’s
period of continued service as a Board member, with the           first such installment
to become exercisable upon the Optionee’s completion           of one (1) year of
Board service measured from the option grant date.  



    E.       Effect
of Termination of Board Service. The following provisions           shall govern
the exercise of any options held by the Optionee at the time the           Optionee
ceases to serve as a Board member:  



		    (i)       The
Optionee (or, in the event of Optionee’s death, the personal
          representative of the Optionee’s estate or the person or persons to whom
          the option is transferred pursuant to the Optionee’s will or in accordance
          with the laws of descent and distribution) shall have a twelve (12)-month
period           following the date of such cessation of Board service in which to
exercise each           such option.  







8










		    (ii)       During
the twelve (12)-monthexercise period, the option may not be           exercised in
the aggregate for more than the number of Ordinary Shares for which           the option
is exercisable at the time of the Optionee’s cessation of Board           service.  







		    (iii)       In
no event shall the option remain exercisable after the expiration of the           option
term. Upon the expiration of the twelve (12)-month exercise period or (if
          earlier) upon the expiration of the option term, the option shall terminate and
          cease to be outstanding for any shares for which the option has not been
          exercised. However, the option shall, immediately upon the Optionee’s
          cessation of Board service, terminate and cease to be outstanding to the extent
          it is not exercisable for vested shares on the date of such cessation of Board
          service.  







     	II. 	
          CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER 


          



    A.       Immediately
following the consummation of a Corporate Transaction, each           automatic option
grant shall terminate and cease to be outstanding, except to           the extent assumed
by the successor corporation (or parent thereof).  



    B.       In
connection with any Change in Control, each automatic option grant shall           remain
exercisable for the option shares until the expiration or sooner           termination of
the option term or the surrender of the option in connection with           a Change in
Control.  



    C.       The
grant of options under the Automatic Option Grant Program shall in no way
          affect the right of the Corporation 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.  



     	III. 	
          REMAINING TERMS 


          



        The
remaining terms of each option granted under the Automatic Option Grant Program shall be
the same as the terms in effect for option grants made under the Discretionary Option
Grant Program. 



9










ARTICLE FOUR 

MISCELLANEOUS  



	I.  	FINANCING






    A.        The
Plan Administrator may permit any Optionee to pay the option exercise price
          under the Discretionary Option Grant Program by delivering a promissory note
          payable in one or more installments. The terms of any such promissory note
          (including the interest rate and the terms of repayment) shall be established
by           the Plan Administrator in its sole discretion. Promissory notes may be
          authorized with or without security or collateral. In all events, the maximum
          credit available to the Optionee may not exceed the sum of (i) the
          aggregate option exercise price payable for the purchased shares plus
          (ii) any Federal, state and local income and employment tax liability and
          any Israeli tax liability incurred by the Optionee in connection with the
option           exercise.  



    B.        The
Plan Administrator may, in its discretion, determine that one or more such
          promissory notes shall be subject to forgiveness by the Corporation in whole or
          in part upon such terms as the Plan Administrator may deem appropriate.  



	II.  	EFFECTIVE
DATE AND TERM OF THE PLAN






    A.        The
Discretionary Option Grant Program shall become effective on the Plan           Effective
Date and options may be granted under the Discretionary Option Grant           Program
from and after the Plan Effective Date. The Automatic Option Grant           Program
shall become effective on the Automatic Option Grant Program Effective           Date and
the initial option grants under the Automatic Option Grant Program           shall be
made to the Eligible Directors at that time. However, no options           granted under
the Plan may be exercised until the Plan is approved by the           Corporation’s
stockholders. If such stockholder approval is not obtained           within twelve (12)
months after the Plan Effective Date, then all options           previously granted under
this Plan shall terminate and cease to be outstanding,           and no further options
shall be granted and no shares shall be issued under the           Plan.  



    B.        The
Plan shall serve as the successor to the Predecessor Plan, and no further
          option grants shall be made under the Predecessor Plan after the Plan Effective
          Date. All options outstanding under the Predecessor Plan as of such date shall,
          immediately upon approval of the Plan by the Corporation’s stockholders,
be           incorporated into the Plan and treated as outstanding options under the
Plan.           However, each outstanding option so incorporated shall continue to be
governed           solely by the terms of the documents evidencing such option, and no
provision of           the Plan shall be deemed to affect or otherwise modify the rights
or obligations           of the holders of such incorporated options with respect to
their acquisition of           Ordinary Shares.  



    C.        The
Plan shall terminate upon the earliest of (i) April 11,           2006,
(ii) the date on which all shares available for issuance under the           Plan
shall have been issued pursuant to the exercise of the options under the           Plan
or (iii) the termination of all outstanding options in connection with           a
Corporate Transaction. Upon such Plan termination, all options outstanding on
          such date shall thereafter continue to have force and effect in accordance with
          the provisions of the documents evidencing such options.  



10










	III.  	AMENDMENT
OF THE PLAN






    A.        The
Board shall have complete and exclusive power and authority to amend or           modify
the Plan in any or all respects. However, no such amendment or           modification
shall adversely affect the rights and obligations with respect to           options or
stock appreciation rights at the time outstanding under the Plan           unless the
Optionee consents to such amendment or modification. Notwithstanding           the above,
the Plan Administrator may amend an outstanding option to reduce the           number of
option shares previously granted to an optionee provided the reduction           applies
solely to unvested shares or shares which have not yet become           exercisable as of
the date of the amendment. In addition, the Board shall not,           without the
approval of the Corporation’s stockholders, (i) materially           increase
the maximum number of shares issuable under the Plan, the number of           shares for
which options may be granted under the Automatic Option Grant Program           or the
maximum number of shares for which any one person may be granted options           or
separately exercisable stock appreciation rights in the aggregate over the           term
of the Plan, except for permissible adjustments in the event of certain           changes
in the Corporation’s capitalization, (ii) materially modify           the
eligibility requirements for Plan participation or (iii) materially
          increase the benefits accruing to Plan participants.  



    B.        Options
to purchase Ordinary Shares may be granted under the Discretionary           Option Grant
Program that are in excess of the number of shares then available           for issuance
under the Plan, provided any excess shares actually issued under           those programs
are held in escrow until there is obtained stockholder approval           of an amendment
sufficiently increasing the number of Ordinary Shares available           for issuance
under the Plan. If such stockholder approval is not obtained within           twelve (12)
months after the date the first such excess issuances are made, then           (i) any
unexercised options granted on the basis of such excess shares           shall terminate
and cease to be outstanding and (ii) the Corporation shall           promptly refund
to the Optionees the exercise price paid for any excess shares           issued under the
Plan and held in escrow, together with interest (at the           applicable Short Term
Federal Rate) for the period the shares were held in           escrow, and such shares
shall thereupon be automatically canceled and cease to           be outstanding.  



	IV.  	USE
OF PROCEEDS






        Any
cash proceeds received by the Corporation from the sale of Ordinary Shares under the Plan
shall be used for general corporate purposes. 



	V.  	REGULATORY
APPROVALS






    A.        The
implementation of the Plan, the granting of any option or stock appreciation
          right under the Plan and the issuance of any Ordinary Shares upon the exercise
          of any option or stock appreciation right shall be subject to the
          Corporation’s procurement of all approvals and permits required by
          regulatory authorities having jurisdiction over the Plan, the options and stock
          appreciation rights granted under it and the Ordinary Shares issued pursuant to
          it.  



11










    B.        No
Ordinary Shares or other assets shall be issued or delivered under the Plan
          unless and until there shall have been compliance with all applicable
          requirements of Israeli law and Federal and state securities laws, including
the           filing and effectiveness of the Form S-8 registration statement for the
Ordinary           Shares issuable under the Plan, and all applicable listing
requirements of any           stock exchange (or the Nasdaq National Market, if
applicable) on which Ordinary           Shares is then listed for trading.  



	VI.  	NO
EMPLOYMENT/SERVICE RIGHTS






        Nothing
in the Plan shall confer upon the Optionee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining such person) or of the
Optionee, which rights are hereby expressly reserved by each, to terminate such
person’s Service at any time for any reason, with or without cause. 



12











APPENDIX  



        The
following definitions shall be in effect under the Plan: 



    A.       Automatic
Option Grant Program shall mean the automatic           option grant
program in effect under the Plan.  



    B.       Automatic
Option Grant Program Effective Date shall mean           the Section 12(g)
Registration Date.  



    C.       Board shall
mean the Corporation’s Board of Directors.  



    D.       Change
in Control shall mean a change in ownership or           control of the
Corporation effected through either of the following           transactions:  



		    (i)       the
acquisition, directly or indirectly, by any person or related group of           persons
(other than the Corporation or a person that directly or indirectly           controls,
is controlled by, or is under common control with, the Corporation),           of
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
          securities possessing more than fifty percent (50%) of the total combined
voting           power of the Corporation’s outstanding securities pursuant to a
tender or           exchange offer made directly to the Corporation’s stockholders
which the           Board does not recommend such stockholders to accept, or  







		    (ii)       a
change in the composition of the Board over a period of thirty-six (36)
          consecutive months or less such that a majority of the Board members ceases, by
          reason of one or more contested elections for Board membership, to be comprised
          of individuals who either (A) have been Board members continuously since the
          beginning of such period or (B) have been elected or nominated for election as
          Board members during such period by at least a majority of the Board members
          described in clause (A) who were still in office at the time the Board approved
          such election or nomination.  







    E.       Code shall
mean the Internal Revenue Code of 1986, as           amended.  



    F.       Committee shall
mean the committee of two (2) or more           non-employee Board members appointed by
the Board to administer the           Discretionary Option Grant Program.  



    G.       Corporate
Transaction shall mean either of the following
          stockholder-approved transactions to which the Corporation is a party:  



		    (i)       a
merger or consolidation in which securities possessing more than fifty percent
          (50%) of the total combined voting power of the Corporation’s outstanding
          securities are transferred to a person or persons different from the persons
          holding those securities immediately prior to such transaction; or  







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		    (ii)       the
sale, transfer or other disposition of all or substantially all of the
          Corporation’s assets in complete liquidation or dissolution of the
          Corporation.  







    H.       Corporation shall
mean Check Point Software Technologies           Ltd., an Israeli corporation.  



    I.       Discretionary
Option Grant Program shall mean the           discretionary option grant
program in effect under the Plan.  



    J.       Eligible
Director shall mean a non-employee Board member           eligible to
participate in the Automatic Option Grant Program in accordance with           the
eligibility provisions of Article One.  



    K.       Employee shall
mean an individual who is in the employ of           the Corporation (or any Parent or
Subsidiary), subject to the control and           direction of the employer entity as to
both the work to be performed and the           manner and method of performance.  



    L.       Exercise
Date shall mean the date on which the Corporation           shall have
received written notice of the option exercise.  



    M.       Fair
Market Value per Ordinary Share on any relevant date           shall be
determined in accordance with the following provisions:  



		    (i)       If
the Ordinary Shares are at the time traded on the Nasdaq National Market,           then
the Fair Market Value shall be the closing price per Ordinary Share on the           date
in question, as such price is reported by the National Association of
          Securities Dealers on the Nasdaq National Market or any successor system. If
          there is no closing price for the Ordinary Shares on the date in question, then
          the Fair Market Value shall be the closing price on the last preceding date for
          which such quotation exists.  







		    (ii)       If
the Ordinary Shares are at the time listed on any Stock Exchange, then the           Fair
Market Value shall be the closing selling price per Ordinary Share on the           date
in question on the Stock Exchange determined by the Plan Administrator to           be
the primary market for the Ordinary Shares, as such price is officially           quoted
in the composite tape of transactions on such exchange. If there is no           closing
selling price for the Ordinary Shares on the date in question, then the           Fair
Market Value shall be the closing selling price on the last preceding date           for
which such quotation exists.  







		    (iii)       For
purposes of option grants made on the date the Underwriting Agreement is
          executed and the initial public offering price of the Ordinary Shares is
          established, the Fair Market Value shall be deemed to be equal to the
          established initial offering price per share. For purposes of option grants
made           prior to such date, the Fair Market Value shall be determined by the Plan
          Administrator after taking into account such factors as the Plan Administrator
          shall deem appropriate.  







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    N.       Incentive
Option shall mean an option which satisfies the           requirements of
Code Section 422.  



    O.       Involuntary
Termination shall mean the termination of the           Service of any
individual which occurs by reason of:  



		    (i)       such
individual’s involuntary dismissal or discharge by the Corporation for
          reasons other than Misconduct, or  







		    (ii)       such
individual’s voluntary resignation following (A) a change in his or           her
position with the Corporation which materially reduces his or her level of
          responsibility, (B) a reduction in his or her level of compensation (including
          base salary, fringe benefits and participation in corporate-performance based
          bonus or incentive programs) by more than fifteen percent (15%) or (C) a
          relocation of such individual’s place of employment by more than
          fifty (50) miles, provided and only if such change, reduction or
relocation           is effected by the Corporation without the individual’s
consent.  







    P.       Misconduct shall
mean the commission of any act of fraud,           embezzlement or dishonesty by the
Optionee, any unauthorized use or disclosure           by such person of confidential
information or trade secrets of the Corporation           (or any Parent or Subsidiary),
or any other intentional misconduct by such           person adversely affecting the
business or affairs of the Corporation (or any           Parent or Subsidiary) in a
material manner. The foregoing definition shall not           be deemed to be inclusive
of all the acts or omissions which the Corporation (or           any Parent or
Subsidiary) may consider as grounds for the dismissal or discharge           of any
Optionee or other person in the Service of the Corporation (or any Parent           or
Subsidiary).  



    Q.       1934
Act shall mean the Securities Exchange Act of 1934, as           amended.  



    R.       Non-Statutory
Option shall mean an option not intended to           satisfy the
requirements of Code Section 422.  



    S.       Optionee shall
mean any person to whom an option is granted           under the Discretionary Option
Grant or Automatic Option Grant Program.  



    T.       Ordinary
Shares shall mean the Corporation’s ordinary           shares, NIS
0.01 nominal value.  



    U.       Parent shall
mean any corporation (other than the           Corporation) in an unbroken chain of
corporations ending with the Corporation,           provided each corporation in the
unbroken chain (other than the Corporation)           owns, at the time of the
determination, stock possessing fifty percent (50%) or           more of the total
combined voting power of all classes of stock in one of the           other corporations
in such chain.  



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    V.       Permanent
Disability or Permanently Disabled shall mean the           inability of
the Optionee to engage in any substantial gainful activity by           reason of any
medically determinable physical or mental impairment expected to           result in
death or to be of continuous duration of twelve (12) months or more.  



    W.       Plan shall
mean the Corporation’s 1996 United States           Stock Option Plan, as set forth
in this document.  



    X.       Plan
Administrator shall mean the particular entity,           whether the
Board or the Committee, which is authorized to administer the           Discretionary
Option Grant Program with respect to one or more classes of           eligible persons,
to the extent such entity is carrying out its administrative           functions under
those programs with respect to the persons under its           jurisdiction.  



    Y.       Plan
Effective Date shall mean the Section 12(g)           Registration Date.  



    Z.       Predecessor
Plan shall mean the Corporation’s existing           1995 Stock
Option Plan.  



    AA.       Section
12(g) Registration Date shall mean the first date on which           the Ordinary
Shares are registered under Section 12(g) of the 1934 Act.  



    BB.       Service shall
mean the provision of services to the           Corporation (or any Parent or Subsidiary)
by a person in the capacity of an           Employee, a non-employee member of the board
of directors or a consultant or           independent advisor, except to the extent
otherwise specifically provided in the           documents evidencing the option grant.  



    CC.       Stock
Exchange shall mean either the American Stock           Exchange or the
New York Stock Exchange.  



    DD.       Subsidiary shall
mean any corporation (other than the           Corporation) in an unbroken chain of
corporations beginning with the           Corporation, provided each corporation (other
than the last corporation) in the           unbroken chain owns, at the time of the
determination, stock possessing fifty           percent (50%) or more of the total
combined voting power of all classes of stock           in one of the other corporations
in such chain.  



    EE.       Ten
Percent Stockholder shall mean the owner of stock (as           determined
under Code Section 424(d)) possessing more than ten percent (10%) of           the total
combined voting power of all classes of stock of the Corporation (or           any Parent
or Subsidiary).  



    FF.       Underwriting
Agreement shall mean the agreement between the           Corporation and the
underwriter or underwriters managing the initial public           offering of the
Ordinary Shares.  



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