S-8 POS










Exhibit 4.1  



SCOPUS VIDEO NETWORKS
LTD. 



THE 2001 AMENDED AND
RESTATED 

SHARE OPTION PLAN  














	1. 	Purposes of the Plan. 






	 	
The
purpose of this Share Option Plan (the “Plan”) is to advance the
interests of Scopus Video Networks Ltd. (the “Company”) and its
shareholders by attracting and retaining the best available personnel for positions of
substantial responsibility, providing additional incentive to employees, directors and
service providers and promoting a close identity of interests between those individuals
and the Company. 






	2. 	Definitions.
As used herein, the following definitions shall apply: 






	 	(a) 	“Administrator” means
the Board or the Committee,                as shall be administering the Plan, in
accordance with Section 3 hereof. 






	 	(b) 	“Board” means
the Board of Directors of the                Company. 






	 	(c) 	“Code” means
the United States Internal Revenue                Code of 1986, as now in effect or as
hereafter amended. All citations to                sections of the Code are to such
sections or rules as they may from time to time                be amended or renumbered. 






	 	(d) 	“Committee” means
the Company’s compensation                committee, appointed by the Board in
accordance with Section 3 hereof. 






	 	(e) 	“Ordinary
Shares ” means the Company’s                Ordinary Shares, par
value NIS1.40 per share, of the Company, as such Ordinary                Shares may be
adjusted pursuant to Section 10 of the Plan. 






	 	(f) 	“Director” means
a member of the Board. 






	 	(g) 	“Employee” means
any person, including an officer                or Director, employed by the Company or
any Related Entity.

 Such employment                shall not be considered interrupted in
the case of (i) any temporary leave                of absence approved by the
Company or any Related Entity, or (ii) transfers                between the Company
and any Related Entity and vice versa. 






	 	(h) 	“Fair
Market Value” means, as of any date, the                value of a
Share determined as follows: 






	 	
(i)         If the Shares are listed on any established stock exchange or a national
market           system, including without limitation the Nasdaq National Market or The
Nasdaq           SmallCap Market of The Nasdaq Stock Market, their Fair Market Value
shall be the           closing sales price for such Shares (or the closing bid, if no
sales were           reported) as quoted on such exchange or system for the last market
trading day           prior to the time of determination, as reported in The Wall
Street           Journal or such other source as the Administrator deems reliable;  






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(ii)        If
the Shares are regularly quoted by a recognized securities dealer but           selling
prices are not reported, their Fair Market Value shall be the mean           between the
high bid and low asked prices for the Shares on the last market           trading day
prior to the day of determination, or;  






	 	
(iii)
                           In the absence of an
established market for the Shares, as described in this           subsection (h), the
Fair Market Value thereof shall be determined in good faith           by the
Administrator.  






	 	(i)	“Incentive
Stock Option”  means an Option intended                to qualify as
an incentive stock option within the meaning of Section 422 of the                Code. 






	 	(j) 	“Nonstatutory
Stock Option ” means an Option not                intended to qualify
as an Incentive Stock Option. 






	 	(k) 	“Option” means
an option to purchase Shares                pursuant to an Option Agreement granted under
this Plan. 






	 	(l) 	“Option
Agreement” means a written or electronic                agreement
between the Company and an Optionee evidencing the terms and                conditions of
an individual Option grant, including any amendments thereto. The                Option
Agreement is subject to the terms and conditions of the Plan. 






	 	(m) 	“Optionee” means
the holder of an outstanding                Option granted under the Plan. 






	 	(n) 	“Parent” means
a “parent corporation,”               whether now or hereafter existing, as
defined in Section 424(e) of the                Code. 






	 	(o) 	“Related
Entity” means any Parent, Subsidiary and                any business,
corporation, partnership, limited liability company or other                entity in
which the Company, a Parent or a Subsidiary holds a substantial                ownership
and/or interest, directly or indirectly. 






	 	(p) 	“Service
Providers” means any person (other than                an Employee or
a Director, solely with respect to rendering services in such                person’s
capacity as a Director) who is engaged by the Company or any                Related
Entity to render services (e.g, consulting services, advisory services                or
any other services, including suppliers) to the Company or such Related
               Entity. 






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	 	(q) 	“Share” means
an Ordinary Share of the Company. 






	 	(r) 	“Subsidiary” means
a “subsidiary                corporation,” whether now or hereafter existing,
as defined in                Section 424(f) of the Code. 






	3. 	Administration  of  the  Plan. 






	 	(a) 	Plan
Administrator. The Plan shall be administered by the Board or the
               Committee appointed by the Board, which Committee shall be constituted to
comply                with applicable laws. 






	 	(b) 	Subject
to the provisions of any applicable law, every right, power or authority
               vested in the Board pursuant to the Plan is exercisable by the Committee.
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 or in any event the Committee is not authorized by any
applicable law                to perform any act or to take any decision in connection
with the Plan. 






	 	(c) 	Administrator’s
Procedures. The Administrator may adopt such rules,                regulations and
procedures of general application for the administration of this                Plan, as
it deems appropriate. 






	 	(d) 	Powers of the Administrator.
Subject to the provisions of                the Plan and, in the case of a Committee, the
specific duties delegated by the                Board to such Committee (subject to
applicable laws), and subject to the                approval of any relevant authorities,
the Administrator shall have the                authority, in its discretion: 






	 	(i) 	to
construe and interpret the terms of the Plan and any Options, including           without
limitations, any notice of Option or Option Agreement, granted pursuant           to the
Plan;  






	 	(ii) 	to
designate the Employees, Directors or Service Providers to whom Options may
          from time to time be granted hereunder;  






	 	(iii) 	to
determine the number of Shares to be covered by each such Option granted
          hereunder;  






	 	(iv) 	to
prescribe forms of agreement for use under the Plan;  






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	 	(v) 	to
determine the terms and conditions of any Option granted hereunder;  






	 	(vi) 	to
determine the exercise price of any Option granted hereunder;  






	 	(vii) 	to
determine the Fair Market Value of Shares, subject to subsection 2(h);  






	 	(viii) 	to
prescribe, amend and rescind rules, terms and regulations relating to the           Plan,
provided that any such prescribing, amendment or rescindent that would
          adversely effect the Optionee’s rights under an Option shall not be made
          without the Optionee’s written consent;  






	 	(ix) 	subject
to applicable laws, to allow Optionees to satisfy withholding tax           obligations
by electing to have the Company, if permitted under applicable laws,           withhold
from the Shares to be issued upon exercise of an Option that number of           Shares
having a Fair Market Value equal to the amount required to be withheld.           The
Fair Market Value of the Shares to be withheld shall be determined on the           date
that the amount of tax to be withheld is to be determined. All elections by
          Optionees to have Shares withheld for this purpose shall be made in such form
          and under such conditions as the Administrator may deem necessary or advisable;
          and  






	 	(x) 	to
take all other action and make all other determinations necessary for the
          administration of the Plan, as the Administrator deems fit.  






	 	(e) 	Effect of Administrator’s
Decision. All decisions,                determinations and interpretations of the
Administrator shall be final and                binding on all Optionees unless otherwise
determined by the Board. 






	 	(f) 	Option
Agreements. Each Option granted pursuant to the Plan shall be
               evidenced by an Option Agreement. Each Option Agreement shall be subject
to and                incorporate, by reference or otherwise, the applicable terms of the
Plan, and                any other terms, not inconsistent with the Plan, as may be
imposed by the                Administrator. 






	 	(g) 	Liability.
No member of the Board or of the Committee shall be held                liable for any
act or determination made in good faith with respect to the Plan                or any
Option granted thereunder. 






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	4. 	Eligibility. 






	 	(a) 	Subject
to the provisions of the Plan, the Administrator may at any time, and                from
time to time, grant Options under the Plan. Options granted under this Plan
               may or may not contain such terms as will qualify the Options as Incentive
Stock                Options (“ISOs”) or as Nonstatutory Stock Options
               (“NSOs”). Options granted under this Plan may or may not
               contain such terms as will qualify the Options as qualified options under
               applicable laws of any country or jurisdiction where Options are granted
under                the Plan (“QualifiedOptions”). 






	 	(b) 	All
Employees, Directors or Service Providers of the Company or a Related Entity
               of the Company shall be eligible to receive Options under the Plan; provided,
however, that Options qualifying as ISOs shall be granted only                to
Employees of the Company or a parent or subsidiary of the Company. Employee,
               Director or Service Provider who has been granted an Option may, if
otherwise                eligible, to be granted additional Options. 






	 	(c) 	No
Employees, Directors or Service Providers of the Company shall, at any time,
               have a vested right to receive an Option under the Plan. 






	 	(d) 	Neither
the Plan nor the Option Agreements between the Company and any Optionee
               shall be construed to impose any obligation on the Company or a Related
Entity                thereof, to continue any Optionee’s employment or engagement
(as the case                may be) with it, and nothing in the Plan or in any Options
granted pursuant                thereto shall confer upon any Optionee any right to
continue in the employ or                engagement (as the case may be) with the Company
or a Related Entity thereof or                restrict the right of the Company or a
Related Entity thereof to terminate such                employment or engagement at any
time, with or without cause. 






	5. 	Shares Subject to the Plan. 






	 	
Subject
to the provisions of Section 10 hereof, the maximum aggregate number of Shares which
may be received upon the exercise of Options under the Plan is 5,388,216 Shares (the
“Reserved Shares”). Shares distributed pursuant to the Plan may consist
of authorized but unissued Shares. Any such Reserved Shares, may cease to be reserved for
the purpose of the Plan, at the Board’s decision, but until termination of the Plan,
the Company shall at all times reserve sufficient number of Reserved Shares to meet the
requirements of the Plan. 






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If
an Option expires or becomes unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become available for grant or sale
under the Plan (unless the Plan has been terminated); provided, however, that
Shares that have actually been issued under the Plan shall not be again available for
future distribution under the Plan. 






	6. 	Term of Option. 






	 	
The
term of an Option shall expire on such date or dates as the Administrator shall determine
at the time of the grant of the Option; provided, however, that the term of an
Option shall not exceed ten (10) years from the date of grant thereof. 






	7. 	Option Exercise Price and Consideration. 






	 	(a) 	The
exercise price of an Option shall be determined by the Administrator on the
               date of grant of such Option in accordance with applicable laws and the
               guidelines as shall be outlined by the Board from time to time, but shall
be                subject to the following: 






	 	
(i)
        In the case of an ISOs, the
exercise price shall be not less than the Fair Market Value per Share on the
date the Option is granted; provided, however, that if an ISO is granted to an
employee who, at the time of grant of such Option, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any parent or subsidiary, the exercise price shall be no less than
110% of the Fair Market Value per Share on the date the Option is granted.  






	 	
(ii)
                           In the case of an NSOs, the
exercise price shall be not less than eighty five           (85%) of the Fair Market
Value per Share on the date the Option is granted; provided, however, that if an
NSO is granted to an employee who, at the           time of grant of such Option, owns
stock representing more than ten percent           (10%) of the voting power of all
classes of stock of the Company or any parent           or subsidiary, the exercise price
shall be no less than 110% of the Fair Market           Value of the Company shares on
the date the Option is granted.  






	 	(b) 	The
consideration to be paid for the Shares to be issued upon exercise of an
               Option, including the method of payment, shall be determined by the
               Administrator and may consist entirely of (1) cash, (2) check,
(3)                deduction from the following salary (in case of an Employee) or the
following                payment (in all other cases), or (4) any combination of the
foregoing                methods of payment. In making its determination as to the type
of consideration                to accept, the Administrator shall consider if acceptance
of such consideration                may be reasonably expected to benefit the Company. 






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	 	(c) 	The
proceeds received by the Company from the issuance of Shares subject to the
          Options will be added to the general funds of the Company and used for its
          corporate purposes. 






	8.  	Exercise of Option;
Right as a Shareholder; 






	 	8.1 	Any
Option granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set forth in
the Option Agreement. Unless the Administrator provides otherwise, vesting of Options
granted hereunder shall be tolled during any unpaid leave of absence. An Option may not
be exercised for a fraction of a Share. 






	 	8.2 	An
Option shall be deemed exercised when the Company receives: (i) written or
electronic notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with respect
to which the Option is exercised. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by applicable laws, the
Option Agreement and the Plan. 






	 	8.3 	Shares
issued upon exercise of an Option shall be issued in the name of the Optionee provided
that Shares issued upon exercise of a Qualified Option, may be issued in the name of the
Trustee for the benefit of the Optionee. Prior to exercise and until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares, an
Optionee, as such, shall have no right to vote or receive dividends or any other rights
of a shareholder of the Company. 






	 	8.4 	Upon
their issuance, the Shares shall carry equal voting rights on all matters, except as set
forth in Section 8(h) below, where such vote is permitted by applicable law. Upon the
signing of an Option Agreement, the Optionee shall sign an irrevocable proxy to the
Trustee (in case the Option is issued in the name of the Trustee for the benefit of
Optionee) or to the Company’s Chief financial Officer (CFO) (in all other cases), in
respect of voting rights relating to the Options and/or the Shares. Such proxy shall be
in effect until the earlier of: (i) The closing of an initial public offering of the
Company’s shares; (ii) the consummation of a Corporate Transaction, as defined in
Section 10(c) below; or (iii) Another date as determined by the Board, regarding all, or
part of the Optionees. In the event that the Optionee wishes to sell the Shares held by
it according to bona fide transaction (as determined by the Administrator) and such sale
to a third party was consummated in compliance with the terms and conditions of this
Plan, the Companies Articles of Association and applicable law, and after all applicable
taxes were paid by the Optionee, then the proxy relating to such sold shares shall
terminate, and the holder of such shares shall be entitled to vote such shares in such
third party sole discretion. Shares held by a Trustee under the Plan shall be voted by
the Trustee for the benefit of the Optionee in accordance with the terms of the proxy
signed by the Optionee. Upon release of such Shares such Shares shall be voted by the
Company’s CFO in accordance with the terms in the proxy. All other Shares issued by
exercising Options granted under the Plan shall be voted by the Company’s CFO in
accordance with the terms in the proxy. – If any law or regulation requires the
Company to take any action with respect to the Shares specified in such notice before the
issuance thereof, then the date of their issuance shall be extended for the period
necessary to take such action. 






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	 	8.5 	An
Option may not be exercised unless, at the time the Optionee gives notice of exercise to
the Company, the Optionee includes with such notice payment in cash or by bank check, or
by deduction from the following salary (in case of an Employee) or the following payment
(in all other cases), or by any combination of the foregoing methods of payment, of all
withholding taxes due, if any, on account of its acquired Shares under the Option or
gives other assurance satisfactory to the Administrator of the payment of those
withholding taxes, as described in Section 7 above. 






	 	8.6 	Exercise
of an Option in any manner shall result in a decrease in the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised. 






	 	8.7 	Notwithstanding
anything to the contrary in this Option Plan, the Optionee shall vote in accordance with
the majority of the Company’s shareholders in case the Company offers its securities
to the public or consummates a Corporate Transaction (as defined in Section 10(c) below),
and the Optionee shall sign any document, shall approve any resolution and shall take any
further step required to that effect. 






	9.  	Termination
of Employment or Engagement






	 	(a) 	In
the event of termination of Optionee’s employment or engagement with the
               Company or a Related Entity, all Options granted to that Optionee, which
are                vested and exercisable at the time of such termination, may, unless
earlier                terminated in accordance with the Option Agreement, be exercised
within six (6)                months after the date of such termination. If, on the date
of termination, the                Optionee is not vested as to its entire Option, the
Shares covered by the                unvested portion of the Option shall revert to the
Plan. If the Option is not so                exercised within the time specified herein,
the Option shall terminate, and the                Shares covered by such Option shall
revert to the Plan 






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For
the purposes of this section termination of employment or engagement shall mean the date
of actual cessation of employment or engagement with the Company or the Related Entity. 






	 	
Notwithstanding
Sections 9(a), (b), the Administrator shall be entitled to change the vesting schedules
of an Option and to extend the vesting of any otherwise expired Option. 






	 	(b) 	Notwithstanding
anything to the contrary in subsection (a) above, in the event                of
termination of Optionee’s employment or engagement with the Company or
               the Related Entity by reason of death or disability (as determined by the
               Administrator specifically for each Optionee), all Options granted to such
               Optionee shall continue to vest and shall not expire consequently to such
               Optionee termination of employment with the Company. In such case, the
Optionee,                or if applicable, the Optionee’s legal guardian, the
Optionee’s estate                or a person who acquires the right to exercise the
Option by bequest or                inheritance, as the case may be, will continue to be
deemed as an Employee,                Director or Service Provider (as the case may be)
of the Company for the purpose                of this Plan and such Optionee’s
rights according to the Plan will not be                derogated due to the fact he or
she is no longer an Employee, Director or                Service Provider of the Company
(apart from tax consequences, if applicable, the                Optionee will solely
bear). 






	 	(c) 	Notwithstanding
anything to the contrary in subsection (a) above, in the event                of
termination of Optionee’s employment, or engagement of the Optionee with
               the Company or a Related Entity for cause (as defined hereunder), all
               outstanding Options granted to such Optionee (whether vested or not)
shall, to                the extent not theretofore exercised, terminate on the date of
such termination,                unless otherwise determined by the Administrator. 






	 	
For
purposes of this Section, termination for “cause” shall mean discharged from
the employ or engagement with the Company or a Related Entity for reasons of negligence
in the discharge of Optionee’s duties, breach of fiduciary duty, willful cause of
damage or loss to the Company or Related Entity in any fashion or similar cause, or any
other breach of Optionee’s employment or engagement agreement (as the case may be)
with the Company. 






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	10. 	Adjustments Upon Changes in Capitalization
or Merger. 






	 	(a) 	Changes
in Capitalization. In the event of a shares split, shares                dividend,
recapitalization, combination or reclassification of the Shares,                rights
issues, increase or decrease in the number of issued Shares without
               receipt of consideration by the Company (but not the conversion of any
               convertible securities of the Company) or any other like events, then the
               Administrator in its sole discretion shall make an appropriate adjustment
as to                maintain the proportionate number of Shares related to each
outstanding Option                and the number of Shares reserved for issuance under
the Plan, as well as the                exercise price per Share of each outstanding
Option. Such adjustment made by the                Administrator shall be final,
conclusive and binding. Except as expressly                provided herein, no issuance
by the Company of shares of any class, or                securities convertible into
shares of any class, shall affect, and no adjustment                by reason thereof
shall be made with respect to, the number or price of Shares                subject to an
Option. 






	 	(b) 	Dissolution
or Liquidation. In the event of the proposed dissolution or
               liquidation of the Company, all Options will terminate immediately prior
to the                consummation of such proposed action or liquidation. To the extent
it has not                been previously exercised, an Option will terminate immediately
prior to the                consummation of such proposed dissolution or liquidation. 






	 	
Notwithstanding
anything to the contrary, the Administrator in its sole discretion shall be entitled to
determine that any or all unvested Options, at the time fourteen (14) days prior to the
dissolution or liquidation of the Company shall automatically become fully or partially
vested and exercisable. 






	 	
For
the purpose of this Plan, the beginning of a the dissolution or liquidation procedure
shall be considered as: (i) in case of a dissolution or liquidation by court – the
date of the dissolution or liquidation order, or (ii) in case of a voluntary dissolution
or liquidation – the date of the resolution of dissolution by the Company. 






	 	(c) 	Change
in Control. In the event of a change in ownership or control of                the
Company effected through any of the following transactions: 






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	 	(i) 	a
merger, consolidation, reorganization of the Company or a similar business
               combination, in which the Company is not the surviving entity
               (“Merger); 






	 	(ii) 	the
acquisition, directly or indirectly, by any person or related group of
               persons (other than the Company or a person that directly or indirectly
               controls, is controlled by, or is under common control with, the Company),
of                beneficial ownership of securities possessing substantially all the
voting power                of the Company’s outstanding securities; and  






	 	(iii) 	the
sale, transfer or other disposition of all or substantially all of the
               Company’s assets (“Sale of all of the company’s
               assets”);  






	 	
(subsections
10(c)(i), 10(c)(ii) and 10(c)(iii) shall be referred to as “Corporate Transaction”) 






	 	
the
Company shall make its best reasonable commercial efforts in order to substitute all
outstanding Options, on an equitable basis (as determined solely by the Administrator)
with equivalent options or other securities in the successor company or a parent of the
successor company. However, if it is not possible (for any reason whatsoever) to
substitute the outstanding Options, as mentioned above, as well as in the case of the
closing of an IPO, then the Optionees may exercise all vested Options by no later than
fourteen (14) days prior to the consummation of such Corporate Transaction (unless
provided otherwise by the Administrator). In such case the Optionees will have to sell
all Shares they hold (in person or by the Trustee) under the same terms as set forth in
such Corporate Transaction. Unless determined otherwise by the Administrator, any Options
that are not exercised by the Optionees at least seven (7) days before the effective date
of the Corporate Transaction shall automatically expire and become void. 






	 	
For
the avoidance of doubt, the Administrator in its sole discretion shall be entitled to
determine that any or all unvested Options, at the time fourteen (14) days prior to the
consummation of a Corporate Transaction or an IPO, shall automatically become fully or
partially vested and exercisable, and then the same terms which apply to vested Options,
as described in this subsection, shall apply, mutatis mutandis. 






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For
purposes of this paragraph, the Option shall be considered assumed or substituted if,
following the Corporate Transaction, the Option receives the right to purchase or
receive, for each optioned Share, the consideration (whether shares, cash, or other
securities or property) received in the Corporate Transaction by holders of Shares of the
Company on the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration is not
solely shares of the common stock (or their equivalent) of the successor company or its
parent, the Administrator may, with the consent of the successor company, provide for
each Optionee to receive solely shares of the common stock (or their equivalent) of the
successor company or its parent equal in fair market value to the per Share consideration
received by holders of Shares in the Corporate Transaction. 






	11. 	Rights and Obligations attached to the Shares. 






	 	
Notwithstanding
anything to the contrary in the Articles of Association of the Company, as amended from
time to time, until the initial public offering of the Company’s shares on a
recognized stock exchange, the sale or the transfer of the Shares issued under this Plan
and following the Exercise of The Option, shall be subject to right of first refusal,
co-sale rights and other rights, of the existing shareholders of the Company according to
their proportional share at such time, as set forth in the Articles of Association of the
Company, as amended from time to time, and subject to other restrictions as may be
imposed by the Administrator. 






	 	
Notwithstanding
anything to the contrary in the Articles of Association of the Company, in respect of the
Shares, none of the Optionees shall have: (i) pre-emptive rights in relation to issuance
of new securities in the Company; (ii) rights of first refusal in relation with any sale
of shares of the Company; and (iii) co-sale rights in relation with any sale of shares of
the Company; 






	12. 	Amendment and Termination of the Plan. 






	 	(a) 	Amendment
and Termination. The Board may at any time amend, alter,                suspend or
terminate the Plan; provided, however, that such amendment,
               alternation, suspension or termination shall comply with applicable laws,
may                not change the terms and conditions of Options that have been already
granted                prior to such amendment, alternation, suspension or termination,
subject to                Subsection 12(c) below, and to the extent such consent is
necessary the consent                of the Trustee. 






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	 	(b) 	Shareholder
Approval. The Board shall obtain shareholder approval of any                Plan
amendment to the extent necessary or desirable to comply with applicable
               laws and with the Company’s Articles of Association. 






	 	(c) 	Effect of Amendment or Termination.
Notwithstanding                subsection 12(a) above, no amendment, alteration,
suspension or termination of                the Plan shall impair the rights of any
Optionee, unless mutually agreed                otherwise between the Optionee and the
Administrator, which agreement must be in                writing and signed by the
Optionee and the Company. Termination of the Plan                shall not affect the
Administrator’s ability to exercise the powers granted                to it
hereunder with respect to Options granted under the Plan prior to the date
               of such termination. 






	13. 	Conditions Upon Issuance of Shares. 






	 	(a) 	Legal
Compliance. Shares shall not be issued pursuant to the exercise of                an
Option unless the exercise of such Option, the method of payment and the
               issuance and delivery of such Shares shall comply with applicable laws and
if                the Administrator deems fit, shall be further subject to the approval
of counsel                for the Company with respect to such compliance. 






	 	(b) 	Investment
Representations. As a condition to the exercise of an Option,                the
Administrator may require the person exercising such Option to represent and
               warrant at the time of such exercise that the Shares are being purchased
only                for investment and without any present intention to sell or
distribute such                Shares if, in the opinion of counsel for the Company, such
a representation is                required. 






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	14. 	 Inability
to Obtain Authority. 






	 	
The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to
the lawful issuance of any Shares hereunder, shall relieve the Company of any liability
in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained. 






	15. 	 Non-Transferability of Options. 






	 	
Except
as set forth in Section 9(b) hereof, Options, whether fully paid or not, may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee. 






	16. 	 Multiple
Agreements. 






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






	17. 	 Effective
Date and Term of Plan. 






	 	
The
Plan shall become effective upon its adoption by the Board and shall continue in effect
for a term of ten (10) years after the earlier of its adoption, unless sooner terminated
in accordance with the Plan. 






	18. 	 Governing
Law. 






	 	
This
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 matter pertaining to this Option Plan. 






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	19.  	Appointment
of Trustee. 






	 	19.1 	The
Administrator, in its sole discretion, shall be entitled to elect and appoint the Trustee
for this Plan (the “Trustee”). Upon such appointment a trust agreement, which
comply with the relevant and applicable laws, will be signed between the Trustee and the
Company. 






	 	19.2	In
the event that the Trustee has been appointed, any or all Options granted to Employees
according to this Plan may be issued to the Trustee and registered in the Trustee’s
name for the benefit of that Employees, in the Administrator’s sole discretion. 






	 	19.3	In
the event that the Company issues any Options to the Trustee, the Administrator shall
determine whether, in order to ensure that the Plan should qualify under the laws of any
country or jurisdiction where Options are granted under the Plan, the exercise of any
Options or the sale or transfer of the Options or the underlying Shares shall be
restricted for a certain period of time as required under the relevant laws. 






	 	19.4 	The
Trustee shall be exempt from any liability in respect of any action or decision duly
taken in its capacity as Trustee. 






	20.  	Tax
Consequences.  






	 	
Any
tax consequences (pursuant to any Israeli or any foreign law) arising from the grant or
exercise of any Option or from the payment for Shares or from any other event or act
(whether of the Optionee or of the Company or a Related Entity or of its Trustee)
hereunder, shall be borne solely by the Optionee. The Company and/or the Trustee shall
withhold taxes according to the requirements under the applicable laws, rules, and
regulations, including withholding taxes at source. Furthermore, such Optionee shall
agree to indemnify the Company and/or the Related Entity that employs and/or engaged with
the Optionee (as the case may be) and/or the Trustee and/or the Administrator and/or the
Company’s shareholders and/or directors and/or officers if applicable, and hold them
harmless against and from any and all liability for any such tax or interest or penalty
thereon, including without limitation, liabilities relating to the necessity to withhold,
or to have withheld, any such tax from any payment made to the Optionee. Except as
otherwise required by law, the Company shall not be obligated to honor the exercise of
any Option by or on behalf of an Optionee until all tax consequences (if any) arising
from the exercise of such Options are resolved in a manner reasonably acceptable to the
Company. 






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	21.  	Rules
Particular to Specific Countries 






	 	21.1	Notwithstanding
anything herein to the contrary, the terms and conditions of the Plan may be amended with
respect to particular types of Participants as determined by the Board (e.g. – Israeli
employees) by an addendum to the Plan (the “Appendix”). 






	 	21.2 	The
Company may adopt one or more  Appendixes.  Each Appendix shall be approved by the Board
                         and as required or advisable under applicable law.






	 	21.3 	The
terms of an Appendix shall govern only with respect to the types of Participants
specified in such Appendix. 






	 	21.4 	In
the case that the terms and conditions set forth in an Appendix conflict with any
provisions of the Plan, the provisions of the Appendix shall govern with respect to
Participants that are subject to such Appendix, provided, however, that such Appendix
shall not be construed to grant the Participants rights not consistent with the terms of
the Plan, unless specifically provided for in such Appendix. 






Appendix A: Terms of grant of options to Israeli employees




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Appendix A  



Terms of grant of
Options to Israeli employees  



	1.  	Purpose
of the Appendix  






	 	1.1 	This
Appendix (the “Appendix”) is made as part of the Plan (as defined
herein. All terms not otherwise defined herein shall have the meaning ascribed to them in
the Plan.) and pursuant to the provisions of Section 102 of the Income Tax Ordinance as
amended under Amendment number 132 and thereafter (both as defined herein).  






	 	1.2 	This
 Appendix  governs  grants of  Options  to Israeli  Employees,  either by a Trustee,  or
                      without a Trustee. 







	2  	Definitions  






	 	
As
used herein, the following definitions shall apply:  






	 	2.1 	“Capital
Gain Method” means choosing the alternative of capital gain method under Section
102.  






	 	2.2 	“Eligible
Participant” means any employee as such term is defined in Section 102. Without
derogating from the foregoing Eligible Participant shall include any employee or Office
Holder (as such term is defined in the Companies Law) of the Company or any Subsidiary
except for such persons that are deemed to be Controlling Shareholder (‘Ba’al
Shlita’) under Section 32 to the Income Tax Ordinance.  






	 	2.3 	“Income
Tax Authorities” means the Israeli income tax authorities that are authorized to
give approvals in relation with this Appendix and Options granted to Eligible
Participants.  






	 	2.4 	“Income
Tax Ordinance” – the Israeli Income Tax Ordinance (New Version) 1961, as
amended from time to time.  






	 	2.5 	“Labor
Income Method” means choosing the alternative of labor income method under
Section 102.  






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	 	2.6 	"Participant"
means any Eligible Participant who is granted with Options.  







	 	2.7 	“Plan” means
the Scopus Video Networks 2001 Share Option Plan to which this Appendix is attached.  






	 	2.8 	“Realization
Event” means, with respect to each Option granted to a certain Participant, the
earlier to occur of: (I) transfer of Securities from the Trustee to such Participant; or
(II) the sale of Shares by the Trustee; or (III) one day before such Participant is no
longer an Israeli resident (as provided for in Section 100A to the Income Tax Ordinance).  






	 	2.9 	“Release
Term” means, in the case of Capital Gains Method, a period ending twenty four
(24) months after the end of the year in which certain Options were granted to the
Trustee for the benefit of a certain Participant. In the case of Labor Income Method
‘Release Term’ shall mean a period ending twelve (12) months after the end of
the year in which certain Options were granted to the Trustee for the benefit of the
Participant.  






	 	2.10 	“Section
102” means Section 102 to the Income Tax Ordinance as amended under Amendment number
132 to the Income Tax Ordinance and as further amended from time to time, and / or as
superseded and any rules regulations or instructions promulgated or enacted under such
Section 102.  






	 	2.11 	“Securities” shall
mean Options subject to a certain Option Grant and Shares received subsequent exercise of
such Options.  






	 	2.12 	"Tax
Method" means either Capital Gains Method or Labor Income Method.  







	 	2.13 	“Trust” means
a trust, maintained under the Trust Agreement entered into between the Company and the
Trustee for administration of grant of Options under Section 102.  






	 	2.14	“Trust
Agreement” means the agreement between the Company and the Trustee as may be in
effect from time to time specifying the duties and authorities of the Trustee.  






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	 	2.15 	“Trust
Assets” means all Securities and other assets held in Trust for the benefit of the
Participants pursuant to this Appendix and the Trust Agreement.  






	 	2.16 	“Trustee” Notwithstanding
to the definition in the Plan, means The Trust Company of Bank Hamizrachi (and any
successor Trustee) who was, or shall be appointed by the Board of Directors of the
Company and approved by the Income Tax Authorities to hold the Trust Assets.  






	3  	Provisions
of the Appendix shall govern  






	 	
The
provisions of the Appendix shall supersede and govern in the case of any inconsistency or
conflict arising between the provisions of the Appendix and the provisions of the Plan,
provided, however, that the Appendix shall not be construed to grant Participant rights
not consistent with the terms of the Plan, unless specifically provided herein.  






	4  	Selection
of Tax Method – Capital Gains Method  






	 	
The
Company chooses the Capital Gain Method (‘Maslul Revach Hon’). This
choice may be changed in the future, by a Board resolution, provided, however, that the
change in selection is permissible under the provisions of Section 102. 






	5  	Holding
of Securities by the Trustee  






	 	5.1 	All
Securities shall be issued to the Trustee to be held in the Trust for the benefit of the
relevant Participants. All certificates representing Securities issued to the Trustee
under the Appendix shall be deposited with the Trustee, and shall be held by the Trustee
until such time that such Options or Shares are released from the Trust as herein
provided.  






	 	5.2 	After
the Release Term is over, a Participant shall be entitled to instruct the Trustee to
transfer the Shares held for such Participant’s benefit to such Participant,
provided, however, that the Trustee confirms that all applicable tax as set in Section
102 was actually paid and the Trustee holds a confirmation to that effect from Income Tax
Authorities.  






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	 	5.3 	In
the case that the Company distributes dividends, then the amount of dividends with
respect of Shares held in Trust shall be paid to the Participants that are the beneficial
holders of such Shares, subject to deduction at source of the applicable tax.  






	6  	Provisions
governing the Appendix and Plan  






	 	
Notwithstanding
anything to the contrary in the Plan or elsewhere in the Appendix:  






	 	6.1 	The
Plan shall have one, sole, Trustee. 







	 	6.2 	The
Appendix  shall be subject to one Tax Method,  unless the provisions of Section 102 allow
                      otherwise. 







	 	6.3 	The
Participants shall not be entitled to cause a Realization Event to occur unless the
Release Term is fulfilled.  






	 	6.4 	All
rights or benefits that are received subsequent to the grant or exercise of the Options
or the Shares underlying such Options (including and not limited to bonus shares) shall
be deposited with the Trustee until the end of the Release Term, and all such rights and
benefits shall be subject to the Tax Method selected by the Company.  






	7  	Effectiveness
of the Appendix  






	 	
The
Appendix shall become effective, and Options may be granted hereunder only after receipt
the required approvals under Section 102 from the Income Tax Authorities.  






	8  	Additional
limitations  






	 	8.1 	The
Company shall not issue Options to a Participant unless such Participant confirmed in
writing that they are aware of the provisions of Section 102 and the applicable Tax
Method, and agreed in writing to the terms of the Trust Agreement, and that they shall
not cause a Realization Event to occur before the Release Term is over. The form for the
above confirmation shall be determined by the Administrator, and shall be attached to the
Appendix as Schedule A. 






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	 	8.2 	The
Trustee shall not release any shares held by it in accordance with the terms of the
Appendix, until the earlier to occur of: (i) An IPO; (ii) Other event, as shall be
determined by the Administrator, regarding all, or any part of the Participants; (iii) In
the event that a certain Participant wishes to sell the shares held for his or her
benefit by the Trustee, according to a bona fide transaction.  






	 	8.3 	The
grant of each Option is conditioned upon the Participant agreeing irrevocably to
discharge the Trustee, the Company and any other office holder, employee or agent thereof
from any liability with respect of any action or decision duly taken and bona fide executed
in relation with the Plan, or relating to any Option or Shares.  






	9  	Grant
of Options not by a Trustee  






	 	
Notwithstanding
the above, the Company shall be entitled to allocate Options not according to the Tax
Methods, but by direct grant to Participants, provided, however, that the requirements of
Section 102 are met.  






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