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                                                                   Exhibit 10.15

                           SAIFUN SEMICONDUCTORS LTD.
                                 (THE "COMPANY")

                             2001 SHARE OPTION PLAN

1.    NAME

      This plan, as amended from time to time, shall be known as the SAIFUN
      SEMICONDUCTORS LTD. 2001 Share Option Plan (the "PLAN").

2.    PURPOSE

      The purpose and intent of the Plan is to serve as an incentive to retain,
      in the employ of the Company, persons of training, experience and ability,
      to attract new employees, directors, consultants and contractors whose
      services are considered unusually valuable, to encourage the sense of
      proprietorship of such persons, and to stimulate the active interest of
      such persons in the development and financial success of the Company, by
      providing them with opportunities to purchase shares of the Company,
      pursuant to the Plan approved by the board of directors of the Company
      (the "BOARD").

      Options granted under this Plan may contain such terms as will qualify the
      Options as options granted pursuant to the provisions of Section 102 ("102
      OPTIONS") or Section 3(i) ("3(I) OPTIONS") of the Israeli Income Tax
      Ordinance (New Version), 1961 (the "ORDINANCE") and any regulations,
      rules, orders or procedures promulgated thereunder, including the Income
      Tax Rules (Tax Benefits in Stock Issuance to Employees) 5349-1989 (the
      "RULES"). (102 Options and 3(I) Options collectively hereinafter, the
      "OPTIONS").

3.    ADMINISTRATION

      3.1   The Plan shall be administered by the Board or by a Share Option
            Committee (the "COMMITTEE") appointed by the Board, which Committee
            shall consist of such number of directors of the Company (not less
            than two in number) and will be constituted to comply with
            applicable laws. If a Committee is not appointed, the term
            Committee, whenever used herein, shall mean the Board.

      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 taken by a majority of the members of the
            Committee, at a meeting at which a majority of its members is
            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 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   A member of the Board or the Committee shall be eligible to receive
            Options under the Plan while serving on the Committee, only in
            accordance with the provisions of the Israeli Companies Law.

      3.4   The Committee shall fulfill only ADVISORY tasks with respect to
            designating participants ("GRANTEES"). Without derogating from the
            foregoing, the

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            Committee shall be authorized to issue shares underlying Options,
            which have been granted by the Board and duly exercised pursuant to
            the provisions hereof, all in accordance with section 112(a)(5) of
            the Israeli Companies Law.

      3.5   The Committee shall have full power and authority: (i) to ensure
            compliance with the Ordinance and the Rules; (ii) to determine the
            terms and provisions of respective option agreements (which need not
            be identical) including, BUT not limited to, provisions concerning
            the time or times when and the extent to which the Options may vest
            and/or be exercised; (iii) to interpret the provisions and supervise
            the administration of the Plan; (iv) to insert acceleration clauses
            in certain option agreements and to accelerate the right of a
            Grantee to exercise any previously granted Option; and (v) to
            determine any other matter which is necessary or desirable for, or
            incidental to, the administration of the Plan.

      3.6   The Committee may from time to time adopt such rules and regulations
            for carrying out the Plan as it may deem best. No member of the
            Committee shall be liable for any action or determination made in
            good faith with respect to the Plan or any Option granted
            thereunder.

      3.7   The interpretation and construction by the Committee of any
            provision of the Plan or of any Option thereunder shall be final and
            conclusive.

      3.8   Subject to the Company's decision, each member of the Committee
            shall be indemnified and held harmless by the Company against any
            cost or expense (including counsel fees) reasonably incurred by him,
            or any liability (including any sum paid in settlement of a claim
            with the approval of the Company) arising out of any act or omission
            to act in connection with the Plan, unless arising out of such
            member's own fraud or bad faith, to the extent permitted by
            applicable law. Such indemnification shall be in addition to any
            rights of indemnification the member may have as a director or
            otherwise under the Company's Articles of Association, any
            agreement, any vote of shareholders or disinterested directors,
            insurance policy or otherwise.

4.    ELIGIBLE GRANTEES

      4.1   Subject to this limitation and any restriction imposed by applicable
            law, Options may be granted to any employee, officer, director,
            consultant or contractor of the Company or any subsidiary of the
            Company; provided, however, that "102 Options" shall be granted only
            to employees of the Company, who are not being a control
            shareholder, as defined in the Ordinance.

            Anything in this Plan to the contrary notwithstanding, all grants of
            Options to directors and office holders ("Nosei Misra", as such term
            is defined in the Israeli Companies Law) shall be authorized and
            implemented in accordance with the provisions of such law or
            regulations, as in effect from time to time.

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      4.2   The grant of an Option 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.    RESERVED SHARES

      The Company shall reserve shares out of its share capital, in an amount to
      be determined from time to time by the Board, for purposes of this Plan
      and for the purpose of the "SHARE OPTION PLAN (1997)". Such shares shall
      be (*authorized but unissued) ordinary shares nominal value NIS 0.01 per
      share of the Company (the "SHARES"), subject to adjustment as provided in
      Section 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 Options under the Plan.

6.    OPTION AWARDS

      6.1   The Board in its discretion may grant to Grantees options to
            purchase Shares in the Company available under the Plan. Options may
            be granted at any time after this Plan has been approved by the
            Board, subject to obtaining all the necessary approvals from the
            Income Tax Authorities by the Company. The date of grant of each
            Option shall be the date specified by the Committee at the time such
            grant is made.

      6.2   Each Option granted pursuant to the Plan shall be evidenced by
            written agreement between the Company and the Grantee (the "OPTION
            AGREEMENT"). The Option Agreement shall state, inter alia, the
            number of Shares covered thereby, the dates when it may be
            exercised, the exercise price, and such other terms and conditions
            as the Committee in its discretion may prescribe, provided that they
            are consistent with this Plan.

7.    OPTION EXERCISE PRICE

      7.1   The exercise price of an Option shall be determined by the Committee
            on the date of grant of such Option, on an individual basis, subject
            to any guidelines as may be determined by the Board from time to
            time; provided, however, that such exercise price shall be not less
            than the nominal value of the Shares underlying the Option

            Each Option Agreement shall contain the exercise price determined
            for each Grantee.

      7.2   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 Committee and may consist entirely of (1) cash,
            (2) check, (3) promissory note, or (4) any other method satisfactory
            to the Committee. In making its determination as to the type of
            consideration to accept, the Committee shall consider if acceptance
            of such consideration may be reasonably expected to benefit the
            Company.

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      7.3   To the extent required by Section 102 of the Ordinance, the Grantee
            shall waive a portion of his salary payment in consideration for the
            Options granted to him.

      7.4   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.    TRUSTEE AND APPLICATION OF SECTION 102 OF THE ORDINANCE

      8.1.  In the case of "102 Options", the Options and/or the Shares
            resulting from the exercise of the "102 Option" ("102 SHARES"), as
            the case may be, shall be issued to and held by "Eitan, Pearl,
            Latzer & Cohen-Zedek Trustees for employee benefit programs" (the
            "TRUSTEE"). The Trustee will be approved for such purpose by the
            Israel Income Tax Authority.

      8.2.  The Trustee and each such Grantee shall comply with the Ordinance,
            the Rules and with the Trust Agreement entered into between the
            Company and the Trustee.

      8.3.  The Trustee shall hold the "102 Options" and/or the "102 Shares" in
            trust for the benefit of the Grantees at least for the period
            required by the Ordinance and the Rules. After the required holding
            period and subject to any further period included in this Plan, or
            the Option Agreement with the Grantee, the Trustee may release the
            "102 Options" or "102 Shares" to the grantee only after (i) the
            receipt by the Trustee of an acknowledgment from the Income Tax
            Authority that the Grantee has paid any applicable tax due pursuant
            to the Ordinance and the Rules, or (ii) the Trustee withholds any
            applicable tax due pursuant to the Ordinance and Rules.

      8.4.  No Grantee receiving "102 Options" and/or "102 Shares" shall claim
            an exemption from Israeli Tax pursuant to Sections 104A or 104B or
            97(a) of the Ordinance or pursuant to the Law for the Encouragement
            of Industry (Taxes) 5729-1969 in connection with a transfer by such
            employee of an Option or acquired Share prior to the end of the
            "HOLDING PERIOD" as defined in Rule 1(1) of the Rules.

      8.5.  In the event a share dividend is declared on the "102 Shares", such
            dividend shall also be subject to the provisions of the Plan and the
            Holding Period for such dividend shares shall be measured from the
            commencement of the Holding Period for the "102 Options" from which
            the dividend was declared.

      8.6.  Each Grantee shall be obligated to immediately notify the Company
            and the Trustee of his or her request, if any, to the Income Tax
            Authority pursuant to Rule 6(b) of the Rules in the event the "102
            Shares" are registered on an Israeli stock exchange. Nothing herein
            shall obligate the Company to register its shares or any portion of
            its shares on a stock exchange.

      8.7   For as long as the Trustee holds "102 Shares" in trust for the
            benefit of the Grantees, the Trustee shall not use the voting rights
            vested in such "102 Shares" and shall not exercise such rights in
            any way whatsoever, unless it is instructed to do so in writing by
            any of the Grantees, in which event, the Trustee shall use the
            voting rights vested in the Grantee's Shares as shall be

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            required.

      8.8   The exemption under Section 102 of the Ordinance shall be forfeited
            and the Grantee shall be required to pay any applicable tax promptly
            at such time as (i) the Grantee's employment is terminated during
            the Holding Period with the Trustee (other than because of death or
            some other reason acceptable to the Income Tax Authority); (ii) the
            Company or the Grantee fails to comply with one or more of the
            conditions for the exemption as required by the Ordinance, Rules or
            Income Tax Authority; or (iii) the Income Tax Authority withdraws or
            cancels the exemption for the Plan or the particular Grantee.
            Notwithstanding the loss of an exemption, the Trustee shall continue
            to hold the "102 Options" or "102 Shares" (to the extent the Option
            remains exercisable following termination of employment) for the
            remainder of the applicable Holding Period under Section 102 of the
            Ordinance.

      8.9   Grantee's signature on the Option Agreement constitutes the
            Grantee's undertaking to exempt the Trustee from any liability in
            respect of any action or decision duly taken and bona fide executed
            in relation with the Plan, or any Option or Share granted to the
            Grantee thereunder.

9.    TERM AND EXERCISE OF OPTIONS

      9.1   Unless the Committee provides otherwise, an Option shall be
            exercisable within ten (10) years from the date such Option is
            granted, pursuant to the terms under which the Option was awarded
            and subject to the terms and conditions of this Plan.

      9.2   Unless the Committee provides otherwise, vesting of Options granted
            hereunder shall be tolled during any unpaid leave of absence, only
            after such leave of absence exceeds a period of ninety (90) days.

      9.3   Options shall be exercised by the Grantee by giving written notice
            to the Company at its principal office (and to the Trustee, where
            applicable), in such form and method as may be determined by the
            Committee from time to time ("EXERCISE NOTICE"), which exercise
            shall be effective upon receipt of such notice by the Company at its
            principal office. The Exercise Notice shall specify the number of
            Shares with respect to which the Option is being exercised and shall
            be accompanied by payment in full of the exercise price of such
            Shares, as well as all the documents the Grantee will be obliged to
            execute.

            In the case of 3(I) Options, the Exercise Notice shall also be
            accompanied by payment of the aggregate withholding taxes due with
            respect to the exercised Shares.

      9.4   Notwithstanding anything herein to the contrary, but without
            derogating from the provisions of Section 10 hereof, if any Option,
            or any part thereof, has not been exercised and the Shares covered
            thereby not paid for within ten (10) years after the Granting Date
            (or any other period set forth in the Option Agreement), such
            Option, 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

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            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.

      9.5   Each payment for Shares under an Option shall be in respect of a
            whole number of shares.

      9.6   Prior to exercise, a Grantee, as such, shall have none of the rights
            of a shareholder of the Company. Upon exercise of an Option, a
            Grantee shall have no shareholder rights until the Shares are
            issued, as evidenced by the appropriate entry on the books of the
            Company or of a duly authorized transfer agent of the Company. The
            Company shall issue (or cause to be issued) such Shares promptly
            after the Option is exercised. No adjustment will be made for a
            dividend or other shareholders' right, for which the record date
            precedes the date of issuance of the Shares, except as provided in
            Section 11 hereof.

10.   TERMINATION OF EMPLOYMENT

      10.1  In the event of termination of Grantee's employment with the Company
            or if applicable, the termination of services given by the Grantee
            to the Company, all Options granted to the Grantee, which are vested
            and exercisable at the time of such termination, may, unless earlier
            terminated in accordance with the Option Agreement, be exercised
            within three (3) months after the date of such termination (or such
            different period as the Committee shall prescribe), but in no event
            later than the expiration of the term of such Option as set forth in
            the Option Agreement. If, on the date of termination, the Grantee is
            not vested as to his or her 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.

      10.2  In the event of termination of Grantee's employment with the
            Company, or if applicable, the termination of services given by the
            Grantee to the Company by reason of death or Disability (as
            hereinafter defined), the outstanding Options, which were vested on
            the date of termination, may be exercised by the Grantee, the
            Grantee's legal guardian, the Grantee's estate or a person who
            acquires the right to exercise the Option by bequest or inheritance,
            as the case may be, within six (6) months after termination (or such
            different period as the Committee shall prescribe), but in no event
            later than the expiration of the term of such Option as set forth in
            the Option Agreement. If, on the date of termination, there are
            Options which are not entirely vested, the Shares covered by the
            unvested portion of the Options 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. For purposes hereof, "Disability" shall mean
            complete and permanent inability, due to illness or injury, to
            perform the duties of the occupation at which the Grantee was
            engaged when such disability commenced, as determined by the
            Committee based on medical evidence acceptable to it.

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      10.3  Notwithstanding the above, in the event the Grantee discharged from
            the employ of the Company, or if applicable, ceases to give his
            services to the Company for reasons of negligence in the discharge
            of the Grantee's duties, breach of fiduciary duty, willful cause of
            damage or loss to the Company in any fashion or similar cause, or
            any other breach of the Grantee's employment agreement with the
            Company, the entire unexercised Option (whether vested or not) shall
            ipso facto terminate and the Shares covered by such Option shall
            revert to the Plan.

      10.4  For the purpose of this section 10, termination of employment, or if
            applicable, cessation of rendering services shall be deemed upon the
            date of delivery to the Grantee or by the Grantee a written notice
            of thereof. With regard to consultants and contractors, cessation of
            rendering services shall also be deemed upon the date stated in the
            consulting or contractor agreement.

      10.5  For the purpose of this section 10, a transfer of the Grantee from
            the employ of or engagement by the Company to a subsidiary of the
            Company (and vise versa) or from the employ of or engagement by a
            subsidiary of the Company to another subsidiary thereof, shall not
            be deemed a termination of employment or cessation of rendering
            services, as the case may be. Furthermore, the Committee may decide
            that such transfer from the Company to a related entity (and vise
            versa) shall also not be deemed a termination of employment or
            cessation of rendering services, as the case may be.

      10.6  Notwithstanding the foregoing provisions of this section 10, the
            Committee may provide, either at the time an Option is granted or
            thereafter, that an Option may be exercised after the periods
            provided in this section 10, but in no event beyond the term of the
            Option.

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. Changes in Capitalization. In the event of a shares split, reverse
            share split, share dividend, recapitalization, combination or
            reclassification of the Shares, rights issues or any other increase
            or decrease in the number of issued Shares effected without receipt
            of consideration by the Company (but not the conversion of any
            convertible securities of the Company), the Board shall make an
            appropriate adjustment in the number of Shares related to each
            outstanding Option, the number of Shares reserved for issuance under
            the Plan, as well as the exercise price per Share of each
            outstanding Option. 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.

      11.2. Merger or Asset Sale In the event of consolidation, reorganization,
            merger of the Company with or into another corporation whereby the
            Company is not the surviving entity, or the sale of all or
            substantially all of the assets or shares of the Company (the
            "TRANSACTION"), while unexercised Options remain outstanding under
            the Plan, the Options shall be assumed or substituted with

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            the appropriate number of Options to purchase Shares of the
            surviving entity (or a parent or subsidiary of the surviving entity)
            with the same rights to be granted to ordinary shareholders of the
            Company. In the case of such assumption or substitution of shares,
            appropriate adjustments shall be made in the exercise price to
            reflect such action, and all other terms and conditions of the
            Option Agreements shall remain in force, all as will be determined
            by the Board, whose determination shall be final.

            For purposes of this paragraph, the Option shall be considered
            assumed or substituted if, following the Transaction, the Option
            receives the right to purchase or receive, for each Share subject to
            an Option, the consideration (whether shares, cash, or other
            securities or property) received in the 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 surviving
            entity or its parent or subsidiary, the Committee may, with the
            consent of the surviving entity, provide for each Grantee to receive
            solely shares of the common stock (or their equivalent) of the
            surviving entity or its parent or subsidiary equal in fair market
            value to the per Share consideration received by holders of Shares
            in the Transaction.

      11.3. Dissolution or Liquidation. In the event of dissolution or
            liquidation of the Company, the Board shall notify each Grantee as
            soon as practicable prior to the effective date of such transaction
            and all outstanding Options, whether or not vested, shall be
            exercisable until fifteen (15) days prior to such transaction. To
            the extent it has not been previously exercised, an Option will
            terminate immediately prior to the consummation of such proposed
            action.

      11.4  The Board shall determine the specific adjustments to be made under
            this Section 11, and its determination shall be final and
            conclusive.


12.   CHANGE IN CONTROL

      12.1  "CHANGE IN CONTROL" shall mean a change in ownership or control of
            the Company effected through any of the following transactions:

                  (i)   IPO;

                  (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;

                  (iii) a merger, consolidation, reorganization of the Company
                        or a similar business combination, in which securities
                        possessing more than fifty percent (50%) of the total
                        combined voting power of the Company's outstanding
                        securities are transferred to a person or persons
                        different from the persons holding those securities
                        immediately prior to such transaction; or

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                  (iv)  the sale, transfer or other disposition of all or
                        substantially all of the Company's assets ("SALE OF ALL
                        OF THE COMPANY'S ASSETS").

      12.2  Notwithstanding the foregoing provisions of section 11 above and
            subject to any applicable law, the Committee, in its sole
            discretion, may determine with respect to certain Option Agreements,
            to insert an acceleration clause/s in connection with any Change in
            Control.

      12.3  In the event of a Change in Control, other than IPO, each Grantee
            shall be obligated to participate in the Change in Control and sell
            or exchange, as the case may be, any Shares such Grantee purchased
            under the Plan, in accordance with the instructions issued by the
            Board in connection with such Change in Control.

13.   NON-TRANSFERABILITY OF OPTIONS

      Except as set forth in section 10.2 hereof, Options 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 Grantee, only by the Grantee. The
      terms of the Plan and the Option Agreement shall be binding upon the
      executors, administrators, heirs, successors and assigns of the Grantee.

14.   RIGHT OF FIRST REFUSAL

      An Option Agreement may, but need not, include provisions whereby, prior
      to the consummation of an IPO, all Shares held by the Grantee pursuant to
      this Plan shall be subject to a right of first refusal upon transfers, as
      set forth in the Company's Article of Association.

15.   SECURITIES ACT OF 1933; ISRAEL SECURITIES LAW, 1967

      As a condition to the exercise of an Option, the Committee may require the
      Grantee 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.
      Furthermore, the Company shall have the authority to endorse upon the
      certificate or certificates representing the Shares such legends referring
      to the foregoing restrictions, and any other applicable restriction, as it
      may deem appropriate.

16.   TERM AND AMENDMENT OF THE PLAN

      16.1  The Plan was adopted by the Board of Directors of the Company on
            March 5, 2001, and shall expire on March 4, 2011 (except as to
            Options outstanding on that date).

      16.2  The Board of Directors may, at any time and from time to time,
            terminate or amend the Plan in any respect. In no event may any
            action of the Company

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            alter or impair the rights of a Grantee, without his consent,
            under any Option previously granted to him.

17.   CONTINUANCE OF EMPLOYMENT

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

18.   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.

19.   TAX CONSEQUENCES

      Any tax consequences arising from the grant or exercise of any Option or
      from the payment for Shares or from sale or transfer of the Shares or from
      any other event or act (whether of the Grantee or of the Company or its
      Subsidiaries or of its Trustee) hereunder, shall be borne solely by the
      Grantee. 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 Grantee shall
      agree to indemnify the Company and/or Subsidiary that employs the Grantee
      and/or 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.
      Except as otherwise required by law, the Company shall not be obligated to
      honor the exercise of any Option by or on behalf of a Grantee 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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