20-F











Exhibit 4.6 



Check Point Software

Technologies Ltd.  





THE RESTATED AND
AMENDED 1996
SECTION 102 SHARE
OPTION 
PLAN  














Check Point Software
Technologies Ltd.  



THE RESTATED AND
AMENDED 1996 

SECTION 102 SHARE
OPTION PLAN 



	1.  	NAME  






	 	
This
Plan, as amended from time to time, shall be known as the Check Point Software
Technologies Ltd. Restated and Amended 1996 Section 102 Share Option Plan (the “Option
Plan”).  






	2.  	PURPOSE
OF THE OPTION PLAN  






	 	
The
Option Plan is intended as an incentive to retain, in the employ of Check Point Software
Technologies Ltd. (“the Company”) and its subsidiaries, persons of
training, experience and talent, and to have the ability to attract new employees, whose
services are considered valuable, to encourage the sense of proprietorship of such
persons, and to stimulate the active interest of such persons in the development and
financial success of the Company by providing them with opportunities to purchase shares
in the Company pursuant to the Option Plan approved by the board of directors of the
company (the “Board”). Furthermore, the Option Plan is designed to
benefit from, and is made pursuant to, the provisions of Section 102 of the Israeli
Income Tax Ordinance (New Version) 1961 and any regulations, rules, and orders of
procedures promulgated thereunder (“Section 102”) with respect to
Options granted to employees of the Company pursuant to the Option Plan (the “Options”).
The Option Plan shall be subject to receipt of all the necessary approvals under Section
102.  






	 	
Notwithstanding
anything to the contrary herein, the Board shall be entitled to set aside for issuance,
and grant, Options reserved for issuance to employees under this Option Plan on a basis
other than Section 102, including grants to be governed by Section 3(i) of the Israeli
Income Tax Ordinance (New Version) 1961, grants to be governed by the United States
Internal Revenue Code or otherwise, including grants under option plans pursuant to such
other provisions. In such case, the Board shall be entitled to determine the terms and
conditions of such grants or plans. The number of Options granted otherwise than under
Section 102 shall be included in the total number of options under the Option Plan.  






	 	
The
term “Subsidiary” shall mean: any entity (other than the Company) in an
unbroken chain of entities beginning with the Company if, at the time of granting an
option, each of the entities other than the last in the unbroken chain has fifty percent
(50%) or more of the total combined voting power in one of the other entities in such
chain.  






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	3.  	ADMINISTRATION
OF THE OPTION PLAN  






	 	
The
Board or a share option committee appointed and maintained by the Board for such purpose (the
“Committee”) shall have the power to administer the Option Plan.
Notwithstanding the above, the Board shall automatically have a residual authority if no
Committee shall be constituted or if such Committee shall cease to operate for any reason
whatsoever.  






	 	
The
Committee shall consist of such number of members (not less than two (2) in number) as
may be fixed by the Board. The Committee shall select one of its members as its chairman (the
“Chairman”) and shall hold its meetings at such times and places as the
Chairman shall determine. The Committee shall keep records of its meetings and shall make
such rules and regulations for the conduct of its business as it shall deem advisable.  






	 	
Any
member of such Committee shall be eligible to receive Options under the Option Plan while
serving on the Committee, unless otherwise specified herein.  






	 	
The
Committee shall have full power and authority (i) to designate participants; (ii) to
determine the terms and provisions of respective Option Agreements (which need not be
identical) including, but not limited to, the number of shares in the Company to be
covered by each Option Agreement, provisions concerning the time or times when and the
extent to which the Options may be exercised and the nature and duration of restrictions
as to transferability or restrictions constituting substantial risk of forfeiture; (iii)
to accelerate the right of an Optionee to exercise, in whole or in part, any previously
granted Option; (iv) to interpret the provisions and supervise the administration of the
Option Plan; and (v) to determine any other matter which is necessary or desirable for,
or incidental to administration of the Option Plan.  






	 	
The
Committee shall have the authority to grant, at its discretion, to the holder of an
outstanding Option, in exchange for the surrender and cancellation of such Option, a new
Option having a purchase price equal to, lower than or higher than the purchase price
provided in the Option so surrendered and canceled, and containing such other terms and
conditions as the Committee may prescribe in accordance with the provisions of the Option
Plan.  






	 	
All
decisions and selections made by the Board or the Committee pursuant to the provisions of
the Option Plan shall be made by a majority of its members except that no member of the
Board or the Committee shall vote on, or be counted for quorum purposes, with respect to
any proposed action of the Board or the Committee relating to any Option to be granted to
that member. Any decision reduced to writing and signed by a majority of the members who
are authorized to make such decision shall be fully effective as if it had been made by a
majority at a meeting duly held. The interpretation and construction by the Committee of
any provision of the Option Plan or of any Option thereunder shall be final and
conclusive unless otherwise determined by the Board.Each member of the Board or the
Committee shall be indemnified and held harmless by the Company against any cost or
expense (including counsel fees) reasonably incurred by him, or any liability (including
any sum paid in settlement of a claim with the approval of the Company) arising out of
any act or omission to act in connection with the Option Plan unless arising out of such
member’s own fraud or bad faith, to the extent permitted by applicable law. Such
indemnification shall be in addition to any rights of indemnification the member may have
as a director or otherwise under the Company’s Articles of Association, any
agreement, any vote of shareholders or disinterested directors, insurance policy or
otherwise.  






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	4.  	DESIGNATION
OF PARTICIPANTS  






	 	
The
persons eligible for participation in the Option Plan as recipients of Options shall
include any employees of the Company or of any wholly or majority owned subsidiary of the
Company. The grant of an Option hereunder shall neither entitle the recipient thereof to
participate nor disqualify him from participating in any other grant of Options pursuant
to this Option Plan or any other option or stock plan of the Company or any of its
affiliates.  






	 	
Anything
in the Option Plan to the contrary notwithstanding, all grants of Options to directors
and office holders (“Nosei Misra” – as such term is defined in the
Companies Law, 1999 – the “Companies Law”) shall be authorized and
implemented only in accordance with the provisions of the Companies Law, as in effect
from time to time.  






	5.  	TRUSTEE  






	 	
The
Options which shall be granted to employees of the Company and/or any Shares (as defined
below) issued upon exercise of such Options and/or other shares received subsequently
following any realization of rights, shall be issued to a Trustee nominated by the
Committee, and approved in accordance with the provisions of Section 102 (the “Trustee”)
and held for the benefit of the Optionees for a period of not less than the minimum
period prescribed by, or in the regulations or procedures adopted pursuant to, Section
102. Anything to the contrary notwithstanding, the Trustee shall not release any Options
and/or any Shares issued upon exercise of Options, prior to the full payment of the
Optionee’s tax liabilities arising from Options which were granted to him and/or any
Shares issued upon exercise of such Options.  






	 	
Upon
receipt of the Option, the Optionee will sign an undertaking to exempt the Trustee from
any liability in respect of any action or decision duly taken and bona fide executed
in relation with the Option Plan, or any Option or Share granted to him thereunder.  








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	6.  	SHARES
RESERVED FOR THE OPTION PLAN; RESTRICTION THEREON  







	 	6.1	
Subject to adjustments as set forth in Section 8 below, a total amount of _________
Ordinary Shares, of NIS 0.01 n.v. (the “Shares”), as determined by the
Board, shall initially be subject to the Option Plan. The amount shall increase
automatically on the first day of January of each year in an aggregate annual amount equal
to two percent (2%) of the then outstanding Ordinary Shares of the Company (in each case
rounded downward, if necessary, to eliminate fractional shares). The Board of Directors
may determine a different increase of not less than 0% and not more than 5%. The Shares
subject to the Option Plan shall be reserved for such purpose in the authorized share
capital of the Company and may only be issued in terms hereof. Any of such Shares which
may remain unissued and which are not subject to outstanding Options at the termination of
the Option Plan shall cease to be reserved for the purpose of the Option Plan, but until
termination of the Option Plan the Company shall at all times reserve sufficient number of
Shares to meet the requirements of the Option Plan. Should any Option for any reason
expire or be canceled prior to its exercise or relinquishment in full, the Shares
therefore subject to such Option may again be subjected to an Option under the Option
Plan.






	 	6.2 	Each
Option granted pursuant to the Option Plan shall be evidenced by a written option
agreement between the Company and the Optionee (the “Option Agreement” or the
“Agreement”), in such form as the Board or the Committee shall from time to
time approve. Each Option Agreement shall state, inter alia, the number of Shares
to which the Option relates. 






	7.  	OPTION
PRICE  






		7.1 	
The purchase price of each Share subject to an Option or any portion thereof shall be
determined by the Committee in its sole and absolute discretion in accordance with
applicable law, subject to any guidelines as may be determined by the Board from time to
time. Each Option Agreement shall contain the purchase price determined for each Optionee. 






		7.2 	
The Option price shall be payable upon the exercise of the Option in a form satisfactory
to the Committee and conforming to Section 102, including without limitation by cash or
check. The Committee shall have the authority to postpone the date of payment on such
terms as it may determine. 






	8.  	ADJUSTMENTS  






	 	
Upon
the occurrence of any of the following described events, Optionee’s rights to
purchase Shares under the Option Plan shall be adjusted as hereafter provided:  






		8.1 	
In the event of a spin-off, merger, consolidation, or amalgamation of the Company with or
into another corporation while unexercised Options remain outstanding under the Option
Plan, there shall be substituted for the Shares subject to the unexercised portions of
such outstanding Options an appropriate number of shares of each class of shares or other
securities of the separated, reorganized, merged, consolidated or amalgamated corporation
which were distributed to the shareholders of the Company in respect of such shares, and
appropriate adjustments shall be made in the purchase price per share to reflect such
action, and all other terms and conditions of the Option Agreements, such as the vesting
dates, shall remain in force, all as will be determined by the Committee, whose
determination shall be final. However, subject to any applicable law, in the event the
successor corporation does not agree to assume the award as aforesaid, the Board may, in
its discretion, accelerate the Vesting Period as set forth in section 4 above and its
determination shall be final. 






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		8.2 	
In the event of a liquidation or dissolution of the Company while unexercised vested
Options remain outstanding under the Option Plan, all such vested Options may be exercised
in full by the Optionees as of the effective date of any such liquidation or dissolution
of the Company without regard to the installment exercise provisions of Paragraph 9(2), by
the Optionees giving notice in writing to the Company of their intention to so exercise. 






		8.3 	
If the outstanding shares of the Company shall at anytime be changed or exchanged by
declaration of a stock dividend, stock split, combination or exchange of shares,
recapitalization, or any other like event by or of the Company, and as often as the same
shall occur, then the number, class and kind of Shares subject to this Option Plan or
subject to any Options theretofore granted, and the Option prices, shall be appropriately
and equitably adjusted so as to maintain the proportionate number of Shares without
changing the aggregate Option price, provided, however, that no adjustment shall be made
by reason of the distribution of subscription rights (rights offering) on outstanding
stock. Upon occurrence of any of the foregoing, the class and aggregate number of Shares
issuable pursuant to the Option Plan (as set forth in paragraph 6 hereof), in respect of
which Options have not yet been exercised, shall be appropriately adjusted, all as will be
determined by the Board who’s determination shall be final. 






	9.  	TERM
AND EXERCISE OF OPTIONS  






		9.1 	
Options shall be exercised by the Optionee by giving written notice to the Company, in
such form and method as may be determined by the Company and the Trustee and conforming
with Section 102, which exercise shall be effective upon receipt of such notice by the
Company at its principal office. The notice shall specify the number of Shares with
respect to which the Option is being exercised. 






		9.2 	
Each Option granted under this Option Plan shall be exercisable following the vesting
dates and for the number of Shares as shall be provided in Exhibit B to the Option
Agreement. However no Option shall be exercisable after the Expiration Date, as defined
for each Optionee in his Option Agreement. 






		9.3 	
Options granted under the Option Plan shall not be transferable by Optionees other than by
will or laws of descent and distribution, and during an Optionee’s lifetime shall be
exercisable only by that Optionee. 








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		9.4 	
The Options may be exercised by the Optionee in whole at any time or in part from time to
time, to the extent that the Options become vested and exercisable, prior to the
Expiration Date, and provided that, subject to the provisions of Section 9.6 below, the
Optionee is an employee of the Company or any of its subsidiaries, at all times during the
period beginning with the granting of the Option and ending upon the date of exercise.
Periods in which the Optionee is on unpaid leave shall not account for any purpose,
including for the calculation of vesting periods. 







		9.5 	
Subject to the provisions of Section 9.6 below, in the event of termination of
Optionee’s employment with the Company or any of its subsidiaries, all Options
granted to him will immediately terminate. A notice of termination of employment shall be
deemed to constitute termination of employment. 






		9.6 	
Notwithstanding anything to the contrary herein above, an Option may be exercised after
the date of termination of Optionee’s employment with the Company or any subsidiary
of the Company during an additional period of time beyond the date of such termination,
but only with respect to the number of Options already vested at the time of such
termination according to the vesting periods of the Options set forth in Section 4 of such
Optionee’s Option Agreement, if: (i) prior to the date of such termination,
the Committee shall authorize an extension of the terms of all or part of the Options
beyond the date of such termination for a period not to exceed the period during which the
Options by their terms would otherwise have been exercisable, (ii) termination is
without Cause (as defined below), in which event any Options still in force and unexpired
may be exercised within a period of three (3) months from the date of such termination,
but only with respect to the number of shares purchasable at the time of such
termination, according to the vesting periods of the Options, (iii) termination is
the result of death or disability of the Optionee, in which event any Options still in
force and unexpired may be exercised within a period of 12 months from the date of
termination, but only with respect to the number of Options already vested at the time of
such termination according to the vesting periods of the Options. 






	 	
The
term “Cause” shall mean (i) conviction of any felony involving moral
turpitude or affecting the Company; (ii) any refusal to carry out a reasonable directive
of the CEO which involves the business of the Company or its affiliates and was capable of
being lawfully performed; (iii) embezzlement of funds of the Company or its affiliates;
(iv) any breach of the Optionee’s fiduciary duties or duties of care of the Company;
including without limitation disclosure of confidential information of the Company; and
(v) any conduct (other than conduct in good faith) reasonably determined by the Committee
or the Board to be materially detrimental to the Company. 






		9.7 	
Subject to the provisions of Section 10 below, the holders of Options shall not have any
of the rights or privileges of shareholders of the Company in respect of any Shares
purchasable upon the exercise of any part of an Option, nor shall they be deemed to be a
class of shareholders or creditors of the Company for purpose of the operation of section
350 of the Companies Law or any successor to such section, until registration of the
Optionee as holder of such Shares in the Company’s register of members upon exercise
of the Option in accordance with the provisions of the Option Plan. 






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		9.8 	
Any form of Option Agreement authorized by the Option Plan may contain such other
provisions as the Committee may, from time to time, deem advisable. Without limiting the
foregoing, the Committee may, with the consent of the Optionee, from time to time cancel
all or any portion of any Option then subject to exercise, and the Company’s
obligation in respect of such Option may be discharged by (i) payment to the Optionee of
an amount in cash equal to the excess, if any, of the Fair Market Value of the Shares at
the date of such cancellation subject to the portion of the Option so canceled over the
aggregate purchase price of such Shares, (ii) the issuance or transfer to the Optionee of
Shares of the Company with a Fair Market Value at the date of such transfer equal to any
such excess, or (iii) a combination of cash and shares with a combined value equal to any
such excess, all as determined by the Committee in its sole discretion. 






	10.  	VESTING
OF OPTIONS  






	 	
The
total number of Shares subject to an Option may, but need not, vest and therefore become
exercisable in periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be exercised
(which may be based on performance or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options may vary.  






	11.  	PURCHASE
FOR INVESTMENT  






	 	
The
Company’s obligation to issue or allocate Shares upon exercise of an Option granted
under the Option Plan is expressly conditioned upon (a) the Company’s completion of
any registration or other qualifications of such Shares under all applicable laws, rules
and regulations or (b) representations and undertakings by the Optionee (or his legal
representative, heir or legatee, in the event of the Optionee’s death) to assure
that the sale of the Shares complies with any registration exemption requirements which
the Company in its sole discretion shall deem necessary or advisable. Such required
representations and undertakings may include representations and agreements that such
Optionee (or his legal representative, heir, or legatee): (x) is purchasing such Shares
for investment and not with any present intention of selling or otherwise disposing
thereof; and (y) agrees to have placed upon the face and reverse of any certificates
evidencing such Shares a legend setting forth (i) any representations and
undertakings which such Optionee has given to the Company or a reference thereto and (ii)
that, prior to effecting any sale or other disposition of any such Shares, the Optionee
must furnish to the Company an opinion of counsel, satisfactory to the Company, that such
sale or disposition will not violate the applicable requirements of any applicable laws.  






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	12.  	DIVIDENDS  






	 	
With
respect to all Shares (in contrary to unexercised Options) issued upon the exercise of
Options purchased by the Optionee and held by the Trustee, the Optionee shall be entitled
to receive dividends in accordance with the quantity of such Shares, and subject to any
applicable taxation on distribution of dividends. During the period in which Shares
issued to the Trustee on behalf of an Optionee are held by the Trustee, the cash
dividends paid with respect thereto shall be paid directly to the Optionee.  






	13.  	ASSIGNABILITY
AND SALE OF OPTIONS  






	 	
No
Option, purchasable hereunder, whether fully paid or not, shall be assignable,
transferable or given as collateral or any right with respect to them given to any third
party whatsoever, and during the lifetime of the Optionee each and all of such Optionee’s
rights to purchase Shares hereunder shall be exercisable only by the Optionee.  






	 	
Any
such action made directly or indirectly, for an immediate validation or for a future one,
shall be void.  






	 	
As
long as the Shares are held by the Trustee in favor of the Optionee, all rights the last
possesses over the Shares are personal, can not be transferred, assigned, pledged or
mortgaged, other than by will or laws of descent and distribution.  






	14.  	TERM
OF THE OPTION PLAN  






	 	
The
Option Plan shall be effective as of the day it was adopted by the Board and shall
terminate at the end of 10 (ten) years from such day of adoption.  






	15.  	AMENDMENTS
OR TERMINATION  






	 	
The
Board may, at any time and from time to time, after consultation with the Trustee, amend,
alter, suspend, discontinue or terminate the Option Plan. No amendment, alteration,
suspension, discontinuance or termination of the Option Plan shall impair the rights of
any Optionee, unless mutually agreed otherwise between the Optionee and the Committee,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Option Plan shall not affect the Committee’s ability to exercise
the powers granted to it hereunder with respect to Options granted under the Option Plan
prior to the date of such termination.  






	16.  	GOVERNMENT
REGULATIONS  






	 	
The
Option Plan, and the granting and exercise of Options hereunder, and the obligation of
the Company to sell and deliver Shares or cash under such Options, shall be subject to
all applicable laws, rules, and regulations, whether of the State of Israel or of the
United States or any other State having jurisdiction over the Company and the Optionee,
including the registration of the Shares under the United States Securities Act of 1933,
and to such approvals by any governmental agencies or national securities exchanges as
may be required.  






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	17.  	CONTINUANCE
OF EMPLOYMENT  






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






	18.  	GOVERNING
LAW & JURISDICTION  






	 	
This
Option Plan shall be governed by and construed and enforced in accordance with the laws
of the State of Israel applicable to contracts made and to be performed therein, without
giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv,
Israel shall have sole jurisdiction in any matters pertaining to this Option Plan.  






	19.  	TAX
CONSEQUENCES  






	 	
Any
tax consequences and all mandatory payments and other payments based upon or arising from
the grant or exercise of the option or from the sale of any Option Shares or from any
other event or act (of the Company and/or its Subsidiaries, the Trustee or the Optionee),
(all of which shall be the responsibility of the Optionee), shall be borne solely by the
Optionee. The Company and/or its Subsidiaries and/or the Trustee shall withhold taxes
according to the requirements under the applicable laws, rules, and regulations,
including the withholding of taxes at source. Furthermore, the Optionee shall agree to
indemnify the Company and/or its subsidiaries and/or the Trustee and hold them harmless
against and from any and all liability for any such tax or payment or interest or penalty
thereon, including without limitation, liabilities relating to the necessity to withhold,
or to have withheld, any such tax or payment from any payment made to the Optionee.  






	 	
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.  






	20.  	NON-EXCLUSIVITY
OF THE OPTION PLAN  






	 	
The
adoption of the Option Plan by the Board shall be construed as amending and modifying the
previously approved 1996 Israeli employee option plan but shall not be construed as
amending, modifying or rescinding any other incentive arrangements 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 then under the Option Plan, and such arrangements may be either applicable
generally or only in specific cases. For the avoidance of doubt, prior grant of options
to employees of the Company under their employment agreements, and not in the framework
of any previous option plan, shall not be deemed an approved incentive arrangement for
the purpose of this Section.  






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	21. 	 MULTIPLE
AGREEMENTS






	 	
The
terms of each Option may differ from other Options granted under the Option Plan at the
same time, or at any other time. The Committee may also grant more than one Option to a
given Optionee during the term of the Option Plan, either in addition to, or in
substitution for, one or more Options previously granted to that Optionee.  







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