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                                                                   Exhibit 10.14

                            SAIFUN SEMICONDUCTORS LTD

                            SHARE OPTION PLAN (1997)

                               A. NAME AND PURPOSE

1.    Name: This plan, as amended from time to time, shall be known as the
      Sayfun Semiconductors Ltd. Employee Share Option Plan (1997) (the "Plan").

2.    Purpose: The purpose and intent of the Plan is to provide incentives to
      employees of Sayfun Semiconductors Ltd. (the "Company"), by providing them
      with opportunities to purchase shares in the Company, pursuant to the Plan
      that was approved by the Board of Directors of the Company.

                   B. GENERAL TERMS AND CONDITIONS OF THE PLAN

3.    Administration:

3.1   The Plan will be administered by a Share Option Committee (the
      "Committee"), which will consist of such number of Directors of the
      Company (not less than two in number), as may be fixed from time to time
      by the Board of Directors of the Company. The Board of Directors shall
      appoint the members of the Committee, may from time to time remove members
      from, or add members to, the Committee and shall fill vacancies in the
      Committee however caused.

3.2   The Committee shall select one of its members as its Chairman and shall
      hold its meetings at such times and places as it shall determine. Actions
      at a meeting of the Committee at which a majority of its members are
      present or acts reduced to or approved in writing by all members of the
      Committee, shall be the valid acts of the Committee. The Committee may
      appoint a Secretary, who shall keep records of its meetings and shall make
      such rules and regulations for the conduct of its business as it shall
      deem advisable.

3.3   Subject to the general terms and conditions of this Plan, the Committee
      shall have full authority in its discretion, from time to time and at any
      time, to determine (i) the persons to whom Option Awards (as hereinafter
      defined) shall be granted ("Grantees"), (ii) the number of shares to be
      covered by each Option Award, (iii) the time or times at which the same
      shall be granted, (iv) the schedule and conditions on which such Option
      Awards may be exercised and on which such shares shall be paid for, and/or
      (v) any other matter which is necessary or desirable for, or incidental
      to, the administration of the Plan. In determining the number of shares
      covered by the Option Awards to be granted to each Grantee, the Committee
      shall consider, among other things, the Grantee's salary and the duration
      of the Grantee's employment by the Company.

3.4   The Committee may from time to time adopt such rules and regulations for

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      carrying out the Plan as it may deem best. No member of the Board of
      Directors or of the Committee shall be liable for any action or
      determination made in good faith with respect to the Plan or any Option
      Award granted thereunder.

3.5   The interpretation and construction by the Committee of any provision of
      the Plan or of any Option Award thereunder shall be final and conclusive
      unless otherwise determined by the Board of Directors.

4.    Eligible Grantees:

      Subject to this limitation and any restriction imposed by applicable law,
      Option Awards may be granted to any officer, key employee or other
      employee of the Company, whether or not a Director of the Company. The
      grant of an Option Award to a Grantee hereunder, shall neither entitle
      such Grantee to participate, nor disqualify him from participating, in any
      other grant of options pursuant to this Plan or any other share incentive
      or share option plan of the Company or any of its related companies.

5.    Trustee: The Option Awards and/or shares in the Company which will be
      issued upon the exercise of the Option Awards may be held in trust, by
      Advocate Doron Latzer, of A. Tally Eitan Zeev Pearl, D. Latzer & Co. as
      trustee (the "Trustee"). The Trustee shall hold the same pursuant to the
      Company's instructions from time to time. The Trustee shall not use the
      voting rights vested in such shares, unless it is instructed to do so in
      writing by any of the Grantees. In such event, the Trustee shall use the
      voting rights vested in the Grantee's shares according to the majority
      vote of the ordinary shareholders, in that Company's shareholders meeting.

6.    Reserved Shares: The Company has reserved 260,000 authorized but unissued
      ordinary shares (nominal value NIS 0.01 per share) of the Company for
      purposes of the Plan, subject to adjustment as provided in paragraph 11
      hereof. Any shares under the Plan, in respect of which the right hereunder
      of a Grantee to purchase the same shall for any reason terminate, expire
      or otherwise cease to exist, shall again be available for grant through
      Option Awards under the Plan.

7.    Option Awards:

7.1   The Committee in its discretion may award to Grantees options to purchase
      shares in the Company available under the Plan ("Option Awards"). The Plan
      is intended to be a Section 102 Employee Option Plan within the meaning of
      the Israel Income Tax Ordinance (New Version). Option Awards may be
      granted at any time after this Plan has been approved by the Board of
      Directors of the Company (or prior to this Plan being so approved,
      provided that the grant of such Option Awards is made subject to such
      approval) and the shares reserved for the Plan have been effectively
      created. The date of grant of each Option Award shall be the date
      specified by the Committee at the time such award is made.

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7.2   The instrument granting an Option Award shall state, inter alia, the
      number of shares covered thereby, the dates when it may be exercised
      (subject to paragraph 9.1), the exercise price, the schedule on which such
      shares may be paid for and such other terms and conditions as the
      Committee in its discretion may prescribe, provided that they are
      consistent with this Plan.

8.    Option Prices: The price per share covered by each Option Award shall be
      determined by the Committee on the date of grant.

9.    Exercise of Option Award:

9.1   Option Awards shall be exercisable pursuant to the terms under which they
      were awarded and subject to the terms and conditions of this Plan;
      provided, however, that in no event shall an Option Award be exercisable
      after the expiration of ten (10) years from the date such Option Award is
      granted.

9.2   An Option Award, or any part thereof, shall be exercisable by the
      Grantee's signing and returning to the Company at its principal office
      (and to the Trustee, where applicable), a "Notice of Exercise" in such
      form and substance as may be prescribed by the Committee from time to
      time.

9.3   Notwithstanding anything herein to the contrary, but without derogating
      from the provisions of paragraph 10 hereof, if any Option Award, or any
      part thereof, has not been exercised and the shares covered thereby not
      paid for within ten (10) years after the date of grant (or any other
      period set forth in the instrument granting such Option Award pursuant to
      paragraph 7), such Option Award, or such part thereof, and the right to
      acquire such shares shall terminate, all interests and rights of the
      Grantee in and to the same shall expire, and, in the event that in
      connection therewith any shares are held in trust as aforesaid, such trust
      shall expire and the Trustee shall thereafter hold such shares in an
      unallocated pool until instructed by the Company that some or all of such
      shares are again to be held in trust for one or more Grantees.

9.4   Each payment for shares under an Option Award shall be in respect of a
      whole number of shares, shall be effected in cash or by a cashier's or
      certified check payable to the order of the Company, or such other method
      of payment acceptable to the Company as determined by the Committee, and
      shall be accompanied by a notice stating the number of shares being paid
      for thereby.

10.   Termination of Employment:

10.1  In General: Subject to the provisions of paragraph 10.2 hereof, if a
      Grantee should, for any reason, cease to be employed by the Company, all
      of his rights, if any, in respect of all Option Awards granted to him
      under the Plan, other than those which are exercisable at the date of
      cessation of employment or may be exercised within four weeks of cessation
      of employment, shall terminate, and all of his rights in respect of Option
      Awards which are exercisable at the date of

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      cessation of employment or may be exercised within four weeks of cessation
      of employment and which are not exercised within four weeks of cessation
      of employment, shall terminate upon the expiration of such four-week
      period. In the event of resignation or discharge of a Grantee from the
      employ of the Company or a related company thereof, his or her employment
      shall, for the purposes of this paragraph 10.1, be deemed to have ceased
      upon the delivery to the employee of notice of discharge, as the case may
      be, irrespective of the effective date of such resignation or discharge.
      In the event the employment of a Grantee is terminated by the Company for
      cause, such Grantee shall not be entitled to exercise the Option Awards
      subsequent to the time of delivery of the notice of discharge.

10.2  Death, Disability, Retirement: Notwithstanding anything herein to the
      contrary, if a Grantee should die, or if a Grantee is unable to continue
      to be employed by the Company by reason of becoming incapacitated while in
      the employ of the Company as a result of an accident or illness or other
      cause which is approved by the Committee, or if a Grantee should retire,
      such Grantee shall, subject to approval of the Committee (which shall not
      be unreasonably withheld), continue to enjoy rights under the Plan on such
      terms and conditions as the Committee in its discretion may determine.

11.   Adjustments: Upon the happening of any of the following described events,
      a Grantee's rights to purchase shares under the Plan shall be adjusted as
      hereinafter provided.

11.1  In the event that the ordinary shares of the Company are subdivided or
      combined into a greater or smaller number of shares or if, upon a merger,
      consolidation, reorganization, recapitalization or the like, the ordinary
      shares of the Company are exchanged for other securities of the Company or
      of another corporation, each Grantee shall be entitled, subject to the
      conditions herein stated, to purchase such number of ordinary shares or
      amount of other securities of the Company or such other corporation as
      were exchangeable for the number of ordinary shares of the Company which
      such Grantee would have been entitled to purchase except for such action,
      and appropriate adjustments shall be made in the purchase price per share
      to reflect such subdivision, combination or exchange.

11.2  In the event that the Company issues any of its ordinary shares or other
      securities as bonus shares upon or with respect to any shares which are at
      the time subject to a right of purchase by a Grantee hereunder, each
      Grantee upon exercising such right shall be entitled to receive (if he so
      elects), in addition to the shares as to which he is exercising such
      right, the appropriate number of bonus shares, on the same terms and
      conditions as offered to the other shareholders, which he would have
      received had he been the holder of the shares as to which he is exercising
      his right at all times between the date of the granting of such right and
      the date of its exercise.

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11.3  Upon the happening of any of the foregoing events, the class and aggregate
      number of ordinary shares issuable pursuant to the Plan (as set forth in
      paragraph 6 hereof), in respect of which Option Awards have not yet been
      granted, shall also be appropriately adjusted to reflect the events
      specified in paragraphs 11.1 and 11.2 above.

11.4  The Committee shall determine the specific adjustments to be made under
      this paragraph 11, and its determination shall be conclusive.

12.   Assignability and Sale of Shares:

12.1  No shares purchasable hereunder which were not fully paid for, shall be
      assignable or transferable by the Grantee. For avoidance of doubt, the
      foregoing shall not be deemed to restrict the transfer of a Grantee's
      rights in respect of Option Awards or shares purchasable pursuant to the
      exercise thereof upon the death of such Grantee to his estate or other
      successors by operation of law or will, whose rights therein shall be
      governed by paragraph 10.2 hereof.

12.2  No Option Award may be transferred other than by will or by the laws of
      descent and distribution, and during the Grantee's lifetime an Option
      Award may be exercised only by him.

13.   Securities Act of 1933; Israel Securities Law, 1967: By his exercise of an
      Option Award hereunder, the Grantee agrees not to sell, transfer or
      otherwise dispose of any of the shares so purchased by him except in
      compliance with the United States Securities Act of 1933, as amended, and
      the rules and regulations thereunder and the Grantee further agrees that
      all certificates evidencing any of such shares shall be appropriately
      legend to reflect such restriction. The Company does not obligate itself
      to register any shares under the United States Securities Act of 1933, as
      amended. However, the securities being offered and/or issued hereby have
      been issued in compliance with the Israel Securities Law, 1967.

14.   Term and Amendment of the Plan:

14.1  The Plan was adopted by the Board of Directors of the Company on
      February 17, 1997, and shall expire on February 16, 2002 (except as to
      Option Awards outstanding on that date).

14.2  The Board of Directors may, at any time and from time to time, terminate
      or amend the Plan in any respect except that, without the prior approval
      of the shareholders of the Company: (i) the total number of ordinary
      shares which may be issued under the Plan may not be increased (except by
      adjustment pursuant to paragraph 11 hereof) and (ii) the provisions of
      paragraph 4 regarding eligibility may not be modified. In no event may any
      action of the Company alter or impair the rights of a Grantee, without his
      consent, under any Option Award previously granted to him.

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15.   Continuance of Employment: Neither the Plan nor the Agreement shall impose
      any obligation on the Company or a related company thereof, to continue
      any Grantee in its employ, and nothing in the Plan or in any Option Award
      granted pursuant thereto shall confer upon any Grantee any right to
      continue in the employ of the Company or a related company thereof or
      restrict the right of the Company or a related company thereof to
      terminate such employment at any time.

16.   Governing Law: The Plan and all instruments issued thereunder or in
      connection therewith, shall be governed by, and interpreted in accordance
      with, the laws of the State of Israel.

17.   Application of Funds: The proceeds received by the Company from the sale
      of shares pursuant to Option Awards granted under the Plan will be used
      for general corporate purposes of the Company or any related company
      thereof.

18.   Tax Consequences: Any tax consequences arising from the grant or exercise
      of any Option Award, from the payment for shares covered thereby or from
      any other event or act (of the Grantee or the corporation that employs the
      Grantee) hereunder, shall be borne solely by the Grantee. Furthermore, the
      Grantee shall agree to indemnify the corporation that employs the Grantee
      and the Trustee and hold them harmless against and from any and all
      liability for any such tax or interest or penalty thereon, including
      without limitation, liabilities relating to the necessity to withhold, or
      to have withheld, any such tax from any payment made to the Grantee.

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