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Exhibit 4.10

# CHECK POINT SOFTWARE
TECHNOLOGIES LTD. EMPLOYEE STOCK
PURCHASE PLAN

as
amended and restated at the 2005 annual stockholders meeting

|I. | PURPOSE
OF THE PLAN
|-- | -------------------

This
Employee Stock Purchase Plan is intended to promote the interests of Check Point Software
Technologies Ltd. by providing eligible employees with the opportunity to acquire a
proprietary interest in the Corporation through participation in a payroll-deduction
based employee stock purchase plan designed to qualify under Section 423 of the Code.

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

|II. | ADMINISTRATION
OF THE PLAN
|--- | --------------------------

The
Plan Administrator shall have full authority to interpret and construe any provision of
the Plan and to adopt such rules and regulations for administering the Plan as it may deem
necessary in order to comply with the requirements of Code Section 423. Decisions of the
Plan Administrator shall be final and binding on all parties having an interest in the
Plan.

|III. | SHARES
SUBJECT TO PLAN
|---- | ----------------------

A.        
          The Shares purchasable under the Plan shall be shares of authorized but
unissued           or reacquired Ordinary Shares, including Ordinary Shares purchased on
the open           market. The maximum number of Ordinary Shares which may be issued over
the term           of the Plan shall not exceed 200,000 (subject to adjustment) shares.

B.        
          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 class of securities issuable under the Plan,
          (ii) the maximum number and class of securities purchasable per Participant on
          any one Purchase Date and (iii) the number and class of securities and the
price           per share in effect under each outstanding purchase right in order to
prevent           the dilution or enlargement of benefits thereunder.

|IV. | PURCHASE
PERIODS
|--- | ----------------

A.        
          Ordinary Shares shall be offered for purchase under the Plan through a series
of           purchase periods until such time as (i) the maximum number of Ordinary
Shares           available for issuance under the Plan shall have been purchased or (ii)
the Plan           shall have been sooner terminated.

1

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B.        
          Each purchase period shall be of such duration (generally not to exceed six (6)
          months) as determined by the Plan Administrator prior to the start date. The
          initial purchase period shall commence on February 1, 1997 and terminate on the
          last business day in July 1997. The next purchase period shall commence on the
          first business day in August 1997, and subsequent purchase periods shall
          commence every six months thereafter or on such other date as designated by the
          Plan Administrator. In no event may a purchase period have a duration in excess
          of twenty-seven (27) months.

|V. | ELIGIBILITY
|-- | -----------

A.        
          Each Eligible Employee shall be eligible to enter a purchase period under the
          Plan on the start date of the Purchase Period, provided he or she remains an
          Eligible Employee on such start date.

B.                 To
participate in the Plan for a particular purchase period, the Eligible           Employee
must complete the enrollment forms prescribed by the Plan Administrator
          (including a stock purchase agreement and a payroll deduction authorization
          form) and file such forms with the Plan Administrator (or its designate) on or
          before the start date for the purchase period.

|VI. | PAYROLL
DEDUCTIONS
|--- | ------------------

A.        
          The payroll deduction authorized by the Participant for purposes of acquiring
          Ordinary Shares under the Plan may be any multiple of one percent (1%) of the
          Cash Compensation paid to the Participant during the Purchase Period, up to a
          maximum of fifteen percent (15%). The deduction rate so authorized shall
          continue in effect for each subsequent Purchase Period, except to the extent
          such rate is changed in accordance with the following guidelines:

| | (i)        
          The Participant may, at any time during an open trading window of a purchase
          period, reduce his or her rate of payroll deduction to become effective as soon
          as possible after filing the appropriate form with the Plan Administrator. The
          Participant may not, however, effect more than one (1) such reduction per
          Purchase Period. ESPP deductions can be terminated at any time.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)        
          The Participant may, prior to the commencement of any new Purchase Period,
          increase the rate of his or her payroll deduction by filing the appropriate
form           with the Plan Administrator. The new rate (which may not exceed the
fifteen           percent (15%) maximum) shall become effective as of the start date of
the           Purchase Period following the filing of such form.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.        
          Payroll deductions shall begin on the first pay day following the start date
for           the Purchase Period and shall (unless sooner terminated by the Participant)
          continue through the pay day ending with or immediately prior to the last day
of           that Purchase Period. The amounts so collected shall be credited to the
          Participants book account under the Plan, but no interest shall be paid
on           the balance from time to time outstanding in such account. The amounts
collected           from the Participant shall not be held in any segregated account or
trust fund           and may be commingled with the general assets of the Corporation and
used for           general corporate purposes.

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C.        
          Payroll deductions shall automatically cease upon the termination of the
          Participants purchase right in accordance with the provisions of the
Plan.

D.        
          The Participants acquisition of Ordinary Shares under the Plan on any
          Purchase Date shall neither limit nor require the Participants
acquisition           of Ordinary Shares on any subsequent Purchase Date, whether within
the same or a           different offering period.

|VII. | PURCHASE
RIGHTS
|---- | ---------------

A.       
          Grant of Purchase Right. A Participant shall be granted a separate
          purchase right for each Purchase Period in which he or she participates. The
          purchase right shall be granted on the start date for the Purchase Period and
          shall provide the Participant with the right to purchase Ordinary Shares on the
          Purchase Date for such Purchase Period, upon the terms set forth below. The
          Participant shall execute a share purchase agreement embodying such terms and
          such other provisions (not inconsistent with the Plan) as the Plan Administrator
          may deem advisable.

Under
no circumstances shall purchase rights be granted under the Plan to any Eligible Employee
if such individual would, immediately after the grant, own (within the meaning of Code
Section 424(d)) or hold outstanding options or other rights to purchase, Shares possessing
five percent (5%) or more of the total combined voting power or value of all classes of
Shares of the Corporation or any Corporate Affiliate.

B.       
          Exercise of the Purchase Right. Each purchase right shall be
          automatically exercised on the Purchase Date and Ordinary Shares shall
          accordingly be purchased on behalf of each Participant (other than any
          Participant whose payroll deductions have previously been refunded in accordance
          with the Termination of Purchase Right provisions below) on each such Purchase
          Date. The purchase shall be effected by applying the Participants payroll
          deductions for the Purchase Period ending on such Purchase Date (together with
          any carryover deductions from the preceding Purchase Period) to the purchase of
          whole Ordinary Shares (subject to the limitation on the maximum number of shares
          purchasable per Participant on any one Purchase Date) at the purchase price in
          effect for the Participant for that Purchase Date.

C.       
          Purchase Price. The purchase price per share at which Ordinary
          Shares will be purchased on the Participants behalf on each Purchase Date
          shall be equal to eighty-five percent (85%) of the lower of (i) the Fair
          Market Value per Ordinary Share on the start date for the Purchase Period or
          (ii) the Fair Market Value per Ordinary Share on that Purchase Date.

D.       
          Number of Purchasable Shares. The number of Ordinary Shares
          purchasable by a Participant on each Purchase Date shall be the number of whole
          shares obtained by dividing the amount collected from the Participant through
          payroll deductions during the Purchase Period ending with that Purchase Date
          (together with any carryover deductions from the preceding Purchase Period) by
          the purchase price in effect for the Participant for that Purchase Date.
          However, the maximum number of Ordinary Shares purchasable per Participant on
          any one Purchase Date shall not exceed 1,250 shares, subject to periodic
          adjustments in the event of certain changes in the Corporations
          capitalization.

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E.       
          Excess Payroll Deductions.Any payroll deductions not applied to
          the purchase of Ordinary Shares on any Purchase Date because they are not
          sufficient to purchase a whole Ordinary Share shall be held for the purchase of
          Ordinary Shares on the next Purchase Date. However, any payroll deductions not
          applied to the purchase of Ordinary Shares by reason of the limitation on the
          maximum number of shares purchasable by the Participant on the Purchase Date
          shall be promptly refunded.

F.       
          Termination of Purchase Right. The following provisions shall
          govern the termination of outstanding purchase rights:

| | (i)                 A
Participant may, at any time prior to the next Purchase Date, terminate his or
          her outstanding purchase right by filing the appropriate form with the Plan
          Administrator (or its designate), and no further payroll deductions shall be
          collected from the Participant with respect to the terminated purchase right.
          Any payroll deductions collected during the Purchase Period in which such
          termination occurs shall, at the Participants election, be immediately
          refunded or held for the purchase of shares on the next Purchase Date. If no
          such election is made at the time such purchase right is terminated, then the
          payroll deductions collected with respect to the terminated right shall be
          refunded as soon as possible.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                 The
termination of such purchase right shall be irrevocable, and the Participant
          may not subsequently rejoin the Purchase Period for which the terminated
          purchase right was granted. In order to resume participation in any subsequent
          Purchase Period, such individual must re-enroll in the Plan (by making a timely
          filing of the prescribed enrollment forms) on or before the start date for that
          Purchase Period.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)                 Should
the Participant cease to remain an Eligible Employee for any reason           (including
death, disability or change in status) while his or her purchase           right remains
outstanding, then that purchase right shall immediately terminate,           and all of
the Participants payroll deductions for the Purchase Period in           which the
purchase right so terminates shall be immediately refunded. However,           should the
Participant cease to remain in active service by reason of an           approved unpaid
leave of absence, then the Participant shall have the election,           exercisable up
until the last business day of the Purchase Period in which such           leave
commences, to (a) withdraw all the funds in the Participants payroll
          account at the time of the commencement of such leave or (b) have such funds
          held for the purchase of shares at the end of such Purchase Period. In no
event,           however, shall any further payroll deductions be added to the Participants
          account during such leave. Upon the Participants return to active
service,           his or her payroll deductions under the Plan shall automatically
resume at the           rate in effect at the time the leave began, provided the
Participant returns to           service prior to the expiration date of the purchase
period in which such leave           began.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

G.       
          Corporate Transaction. Each outstanding purchase right shall
          automatically be exercised, immediately prior to the effective date of any
          Corporate Transaction, by applying the payroll deductions of each Participant
          for the Purchase Period in which such Corporate Transaction occurs to the
          purchase of whole Ordinary Shares at a purchase price per share equal to
          eighty-five percent (85%) of the lower of (i) the Fair Market Value per
          Ordinary Share on the start date for the Purchase Period in which such Corporate
          Transaction occurs or (ii) the Fair Market Value per Ordinary Share immediately
          prior to the effective date of such Corporate Transaction. However, the
          applicable limitation on the number of Ordinary Shares purchasable per
          Participant shall continue to apply to any such purchase.

4

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The
Corporation shall use its best efforts to provide at least ten (10)-days prior written
notice of the occurrence of any Corporate Transaction, and Participants shall, following
the receipt of such notice, have the right to terminate their outstanding purchase rights
prior to the effective date of the Corporate Transaction.

H.       
          Proration of Purchase Rights. Should the total number of Ordinary
          Shares which are to be purchased pursuant to outstanding purchase rights on any
          particular date exceed the number of shares then available for issuance under
          the Plan, the Plan Administrator shall make a pro-rata allocation of the
          available shares on a uniform and nondiscriminatory basis, and the payroll
          deductions of each Participant, to the extent in excess of the aggregate
          purchase price payable for the Ordinary Shares pro-rated to such individual,
          shall be refunded.

I.       
          Assignability. During the Participants lifetime, the
          purchase right shall be exercisable only by the Participant and shall not be
          assignable or transferable by the Participant.

J.       
          Shareholder Rights. A Participant shall have no shareholder rights
          with respect to the shares subject to his or her outstanding purchase right
          until the shares are purchased on the Participants behalf in accordance
          with the provisions of the Plan and the Participant has become a holder of
          record of the purchased shares.

|VIII. | ACCRUAL
LIMITATIONS
|----- | -------------------

A.       
          No Participant shall be entitled to accrue rights to acquire Ordinary Shares
          pursuant to any purchase right outstanding under this Plan if and to the extent
          such accrual, when aggregated with (i) rights to purchase Ordinary Shares
          accrued under any other purchase right granted under this Plan and (ii) similar
          rights accrued under other employee stock purchase plans (within the meaning of
          Code Section 423) of the Corporation or any Corporate Affiliate, would
          otherwise permit such Participant to purchase more than $25,000 worth of Shares
          of the Corporation or any Corporate Affiliate (determined on the basis of the
          Fair Market Value of such Shares on the date or dates such rights are granted)
          for each calendar year such rights are at any time outstanding.

B.       
          For purposes of applying such accrual limitations, the following provisions
          shall be in effect:

| | (i)                 The
right to acquire Ordinary Shares under each outstanding purchase right shall
          accrue in a series of installments on each successive Purchase Date during the
          offering period on which such right remains outstanding.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)                 No
right to acquire Ordinary Shares under any outstanding purchase right shall
          accrue to the extent the Participant has already accrued in the same calendar
          year the right to acquire Ordinary Shares under one (1) or more other purchase
          rights at a rate equal to $25,000 worth of Ordinary Shares (determined on the
          basis of the Fair Market Value of such Shares on the date or dates of grant)
for           each calendar year such rights were at any time outstanding.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

C.       
          If by reason of such accrual limitations, any purchase right of a Participant
          does not accrue for a particular Purchase Period, then the payroll deductions
          which the Participant made during that Purchase Period with respect to such
          purchase right shall be promptly refunded.

D.       
          In the event there is any conflict between the provisions of this
          Article and one or more provisions of the Plan or any instrument issued
          thereunder, the provisions of this Article shall be controlling.

|IX. | EFFECTIVE
DATE AND TERM OF THE PLAN
|--- | -----------------------------------

A.       
          The Plan was adopted by the Board on November 24, 1996 and became effective at
          the Effective Time.

B.       
          Subject to obtaining approval of the Companys stockholders at the
          Companys 2005 annual stockholder meeting, and unless sooner terminated by
          the Board, the Plan shall terminate upon the earliest of (i) the
          last business day in January 2026, (ii) the date on which all shares available
          for issuance under the Plan shall have been sold pursuant to purchase rights
          exercised under the Plan or (iii) the date on which all purchase rights are
          exercised in connection with a Corporate Transaction. No further purchase rights
          shall be granted or exercised, and no further payroll deductions shall be
          collected, under the Plan following its termination.

|X. | AMENDMENT
OF THE PLAN
|-- | ---------------------

The
Board may alter, amend, suspend or discontinue the Plan at any time to become effective
immediately following the close of any Purchase Period. However, the Board may not,
without the approval of the Corporations shareholders, (i) materially increase the
number of Ordinary Shares issuable under the Plan or the maximum number of shares
purchasable per Participant on any one Purchase Date, except for permissible adjustments
in the event of certain changes in the Corporations capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the Ordinary Shares
purchasable under the Plan, or (iii) materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for eligibility to
participate in the Plan.

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|XI. | GENERAL
PROVISIONS
|--- | ------------------

A.       
          All costs and expenses incurred in the administration of the Plan shall be paid
          by the Corporation.

B.       
          Nothing in the Plan shall confer upon the Participant any right to continue in
          the employ of the Corporation or any Corporate Affiliate for any period of
          specific duration or interfere with or otherwise restrict in any way the rights
          of the Corporation (or any Corporate Affiliate employing such person) or of the
          Participant, which rights are hereby expressly reserved by each, to terminate
          such persons employment at any time for any reason, with or without cause.

C.       
          The provisions of the Plan shall be governed by the laws of Israel without
          resort to Israels conflict-of-laws rules.

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# Schedule A

# Corporations
Participating inEmployee Stock Purchase Plan As of the Effective
Time

Check Point Software
Technologies, Inc.



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# APPENDIX

The
following definitions shall be in effect under the Plan:

A.    
          Boardshall mean the Corporations Board of Directors.

B.    
          Cash Compensation shall mean the (i) regular base salary
          paid to a Participant by one or more Participating Corporations during such
          individuals period of participation in the Plan, plus (ii) any pre-tax
          contributions made by the Participant to any Code Section 401(k) salary deferral
          plan or any Code Section 125 cafeteria benefit program now or hereafter
          established by the Corporation or any Corporate Affiliate, plus (iii) all of the
          following amounts to the extent paid in cash: overtime payments, bonuses,
          commissions, profit-sharing distributions and other incentive-type payments.
          However, Eligible Earnings shall not include any contributions (other than Code
          Section 401(k) or Code Section 125 contributions) made on the Participants
          behalf by the Corporation or any Corporate Affiliate to any deferred
          compensation plan or welfare benefit program now or hereafter established.

C.    
          Check Point Subsidiary shall mean Check Point Software
          Technologies, Inc., a Delaware corporation.

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

E.    
          Corporate Affiliate shall mean any parent or subsidiary
          corporation of the Corporation (as determined in accordance with Code Section
          424), whether now existing or subsequently established.

F.    
          Corporate Transaction shall mean either of the following
          shareholder-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
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

G.    
          Corporation shall mean Check Point Software Technologies
          Ltd., an Israeli corporation, and any corporate successor to all or
          substantially all of the assets or voting shares of Check Point Software
          Technologies Ltd. which shall by appropriate action adopt the Plan.

H.    
          Effective Time shall mean February 1, 1997. Any Corporate
          Affiliate which becomes a Participating Corporation after such Effective Time
          shall designate a subsequent Effective Time with respect to its
          employee-Participants.

A-1

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I.    
          Eligible Employee shall mean any person who is employed by
          Check Point Subsidiary and who is engaged, on a regularly-scheduled basis of
          more than twenty (20) hours per week for more than five (5) months per calendar
          year, in the rendition of personal services as an employee for earnings
          considered wages under Code Section 3401(a).

J.    
          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 selling 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 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

K.    
          1933 Act shall mean the Securities Act of 1933, as amended.

L.    
          Ordinary Shares shall mean the Corporations Ordinary
          Shares, NIS 0.01 nominal value.

M.    
          Participant shall mean any Eligible Employee of a
          Participating Corporation who is actively participating in the Plan.

N.    
          Participating Corporation shall mean the Check Point
          Subsidiary and such Corporate Affiliate or Affiliates as may be authorized from
          time to time by the Board to extend the benefits of the Plan to their Eligible
          Employees. The Participating Corporations in the Plan as of the Effective Time
          are listed in attached Schedule A.

O.    
          Plan Administrator shall mean the committee of two (2) or
          more Board members appointed by the Board to administer the Plan.

P.    
          Plan shall mean the Corporations Employee Stock
          Purchase Plan, as set forth in this document.

A-2

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Q.    
          Purchase Date shall mean the last business day of each
          Purchase Period.

R.    
          Purchase Period shall mean each successive period within
          the offering period at the end of which there shall be purchased Ordinary Shares
          on behalf of each Participant.

S.    
          Stock Exchange shall mean either the Nasdaq National Market
          or the New York Stock Exchange.

A-3

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