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                                                                    EXHIBIT 4.10

                           DELTA GALIL INDUSTRIES LTD.
                               2006 INCENTIVE PLAN

      1. DEFINITIONS. In this Plan, except where the context otherwise
indicates, the following definitions shall apply:

         1.1. "Affiliate" means a corporation, partnership, business trust,
limited liability company, or other form of business organization at least a
majority of the total combined voting power of all classes of stock or other
equity interests of which is owned by the Company, either directly or
indirectly, and any other entity designated by the Committee in which the
Company has a significant interest.

         1.2. "Agreement" means a written agreement or other document
evidencing an Award that shall be in such form as the Committee may specify. The
Committee in its discretion may, but need not, require a Participant to sign an
Agreement.

         1.3. "Award" means a grant of an Option, a SAR, Restricted Stock, a
Restricted Stock Unit, a Performance Award, or an Other Stock-Based Award.

         1.4. "Board" means the Board of Directors of the Company.

         1.5. "Code" means the Internal Revenue Code of 1986, as amended.

         1.6. "Committee" means the committee(s), subcommittee(s), or
person(s) the Board appoints to administer this Plan or to make or administer
specific Awards hereunder. If no appointment is in effect at any time,
"Committee" means the Board.

         1.7. "Common Stock" means the ordinary shares of the Company, par
value NIS 1 per share.

         1.8. "Company" means Delta Galil Industries Ltd. and any successor
thereto.

         1.9. "Date of Exercise" means the date on which the Company receives
notice of the exercise of an Option or SAR in accordance with the terms of
Section 8.

         1.10. "Date of Grant" means the date on which an Award is granted
under this Plan.

         1.11. "Eligible Person" means any person who is an Employee or hired
to be an Employee of the Company or an Affiliate. Directors and Ten-Percent
Stockholders are not Eligible Persons.

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         1.12. "Employee" means any person who the Committee determines to be
an employee of the Company or an Affiliate.

         1.13. "Exercise Price" means the price per Share at which an Option
may be exercised.

         1.14. "Fair Market Value" means, unless otherwise determined by the
Committee, the last sale price of a share of Common Stock on the Tel Aviv Stock
Exchange ("TASE") as of the relevant date (or if the TASE is not open on such
date or the Common Stock is not traded on that day, the most recent prior date
that the TASE was open for trading and the Common Stock was traded) or, if the
Common Stock is not traded on the TASE, an amount determined by the Committee
pursuant to a reasonable method adopted in good faith for such purpose;
provided, however, that in the case of an Option or a SAR, in all events shall
Fair Market Value be determined pursuant to a method that complies with the
applicable guidance issued by the U.S. Treasury Department and the U.S. Internal
Revenue Service pursuant to Section 409A of the Code.

         1.15. "Incentive Stock Option" means an Option granted under this
Plan that the Committee designates as an incentive stock option under Section
422 of the Code.

         1.16. "Nonqualified Stock Option" means an Option granted under this
Plan that is not an Incentive Stock Option.

         1.17. "Option" means an option to purchase Shares granted under this
Plan in accordance with the terms of Section 6.

         1.18. "Option Period" means the period during which an Option may be
exercised.

         1.19. "Other Stock-Based Award" has the meaning provided in Section
13.

         1.20. "Participant" means an Eligible Person who has been granted an
Award hereunder.

         1.21. "Performance Award" means a performance award granted under
this Plan in accordance with the terms of Section 11.

         1.22. "Performance Goals" means performance goals that the Board or
the Committee establishes, which may be based on satisfactory internal or
external audits, achievement of balance sheet or income statement objectives,
cash flow, customer satisfaction metrics and achievement of customer
satisfaction goals, dividend payments, earnings (including before or after
taxes, interest, depreciation, and amortization), earnings growth, earnings per
share; economic value added, expenses, improvement of financial ratings,
internal rate of return, market share, net asset value, net income, net
operating gross margin, net operating profit after taxes ("NOPAT"), net sales
growth,

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NOPAT growth, operating income, operating margin, comparisons to the performance
of other companies, pro forma income, regulatory compliance, return measures
(including return on assets, designated assets, capital, committed capital, net
capital employed, equity, sales, or stockholder equity, and return versus the
Company's cost of capital), revenues, sales, stock price (including growth
measures and total stockholder return), comparison to stock market indices,
implementation or completion of one or more projects or transactions, working
capital, or any other objective goals that the Committee establishes.
Performance Goals may be absolute in their terms or measured against or in
relationship to other companies comparably, similarly or otherwise situated.
Performance Goals may be particular to an Eligible Person or the department,
branch, Affiliate, or division in which the Eligible Person works, or may be
based on the performance of the Company, one or more Affiliates, or the Company
and one or more Affiliates, and may cover such period as the Board or the
Committee may specify.

         1.23. "Plan" means this Delta Galil Industries Ltd. 2006 Incentive
Plan, as amended from time to time.

         1.24. "Related Option" means an Option in connection with which, or
by amendment to which, a SAR is granted.

         1.25. "Related SAR" means a SAR granted in connection with, or by
amendment to, an Option.

         1.26. "Restricted Stock" means Shares granted under this Plan
pursuant to the provisions of Section 9.

         1.27. "Restricted Stock Units" means an award providing for the
contingent grant of Shares (or the cash equivalent thereof) pursuant to the
provisions of Section 10.

         1.28. "SAR" means a stock appreciation right granted under this Plan
in accordance with the terms of Section 7.

         1.29. "Section 422 Employee" means an Employee who is employed by
the Company or a "parent corporation" or "subsidiary corporation" (both as
defined in Sections 424(e) and (f) of the Code) with respect to the Company,
including "parent corporations" and "subsidiary corporations" that become such
after adoption of the Plan.

         1.30. "Share" means a share of Common Stock.

         1.31. "Ten-Percent Stockholder" means a Section 422 Employee who
(applying the rules of Section 424(d) of the Code) owns stock possessing more
than ten percent of the total combined voting power of all classes of stock of
the Company or a "parent corporation" or "subsidiary corporation" (as defined in
Sections 424(e) and (f), respectively, of the Code) with respect to the Company.

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Unless the context expressly requires the contrary, references in this Plan to
(a) the term "Section" refers to the sections of this Plan, and (b) the word
"including" means "including (without limitation)."

      2. PURPOSE. This Plan is intended to assist the Company and its Affiliates
in attracting and retaining Eligible Persons of outstanding ability and to
promote the identification of their interests with those of the stockholders of
the Company and its Affiliates.

      3. ADMINISTRATION. The Board shall have plenary authority, in its
discretion, to grant Awards to Eligible Persons, subject to the provisions of
the Plan and to determine the Eligible Persons to whom it grants Awards. The
Board and the Committee shall each have authority and discretion, subject to the
provisions of the Plan, to administer the Plan and to determine the terms (which
terms need not be identical) of all Awards, including the Exercise Price of
Options, the time or times at which Awards are granted or vest, the number of
Shares covered by Awards, whether an Option shall be an Incentive Stock Option
or a Nonqualified Stock Option, any exceptions to nontransferability, and any
Performance Goals applicable to Awards. In making these determinations, the
Board and the Committee may take into account the nature of the services
rendered or to be rendered by Award recipients, their present and potential
contributions to the success of the Company and its Affiliates, and such other
factors as the Committee in its discretion shall deem relevant. Subject to the
provisions of this Plan, the Board and the Committee shall each have plenary
authority to interpret this Plan and Agreements, prescribe, amend and rescind
rules and regulations relating to them, and make all other determinations deemed
necessary or advisable for the administration of this Plan and Awards granted
hereunder. The determinations of the Board or the Committee on the matters
referred to in this Section 3 shall be binding and final. The Committee may
delegate its authority under this Section 3 and the terms of this Plan to such
extent it deems desirable and is consistent with the requirements of applicable
law.

      4. ELIGIBILITY. Awards may be granted only to Eligible Persons, provided
that (a) Incentive Stock Options may only be granted to Eligible Persons who are
Section 422 Employees; and (b) Options and SARs may only be granted to persons
with respect to whom Shares constitute stock of the service recipient (within
the meaning of Section 409A of the Code) determined by applying a 50% (or 20%,
in the presence of legitimate business criteria determined in accordance with
Section 409A of the Code) ownership test for purposes of applying Sections
414(b) and (c) of the Code.

      5. STOCK SUBJECT TO PLAN.

         5.1. Subject to adjustment as provided in Section 14, the maximum
number of Shares that may be issued under this Plan is 300,000 Shares. Shares
issued under this Plan may, in whole or in part, be authorized but unissued
Shares or Shares that shall have been, or may be, reacquired by the Company in
the open market, in private transactions, or otherwise.

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         5.2. Subject to adjustment as provided in Section 14, the maximum
number of Shares with respect to which an Employee may be granted Awards under
this Plan during any calendar year is 150,000 Shares. The maximum number of
Shares with respect to which an Employee has been granted Awards shall be
determined in accordance with Section 162(m) of the Code.

         5.3. If shares of Restricted Stock are forfeited, or if an Award
otherwise terminates or expires (other than termination by virtue of the
exercise of a Related SAR or Related Option, as the case may be), without all or
a portion of the Shares covered by the Award being issued, the forfeited or
unissued Shares under the Award shall again be available for the grant of Awards
under this Plan; provided, however, that in the case of Shares that are withheld
to pay withholding taxes with respect to an Award, no such withheld Shares shall
again be available for the grant of Awards hereunder. Upon exercise of a SAR
(regardless of whether the SAR is settled in cash or Shares), the number of
Shares with respect to which the SAR is exercised shall be charged against the
number of Shares issuable under this Plan, and shall not again become available
for the grant of Awards.

      6. OPTIONS.

         6.1. Options granted under this Plan shall be either Incentive Stock
Options or Nonqualified Stock Options, as designated by the Board or the
Committee. Each Option granted under this Plan shall be identified either as a
Nonqualified Stock Option or an Incentive Stock Option, and each Option shall be
evidenced by an Agreement that specifies the terms and conditions of the Option.
Options shall be subject to the terms and conditions set forth in this Section 6
and such other terms and conditions not inconsistent with this Plan as the Board
or the Committee may specify. The Board or the Committee may, in its discretion,
condition the grant or vesting of an Option upon the achievement of one or more
specified Performance Goals.

         6.2. The Exercise Price of an Option granted under this Plan shall
not be less than 100% of the Fair Market Value of a Share on the Date of Grant.

         6.3. The Board or the Committee shall determine the Option Period
for an Option, which shall be specifically set forth in the Agreement, provided
that an Option shall not be exercisable after ten years from its Date of Grant.

      7. SARS.

         7.1. A SAR granted under this Plan shall be evidenced by an
Agreement specifying the terms and conditions of the Award.

         7.2. A SAR may be granted under this Plan (a) in connection with,
and at the same time as, the grant of an Option under this Plan, (b) by
amendment of an outstanding Option granted under this Plan, or (c) independently
of any Option granted under this Plan. A SAR described in clause (a) or (b) of
the preceding sentence is a

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Related SAR. A Related SAR may, in the Committee's discretion, apply to all or
any portion of the Shares subject to the Related Option.

         7.3. A SAR may be exercised in whole or in part as provided in the
applicable Agreement. Subject to the terms of the Agreement, a SAR entitles a
Participant to receive, upon exercise and without payment to the Company (but
subject to required tax withholding), either cash or that number of Shares
(equal to the highest whole number of Shares), or a combination thereof, in an
amount or having an aggregate Fair Market Value as of the Date of Exercise not
to exceed the number of Shares subject to the portion of the SAR exercised
multiplied by an amount equal to the excess of the Fair Market Value on the Date
of Exercise of the SAR over either (a) the Fair Market Value on the Date of
Grant of the SAR if it is not a Related SAR (or such amount in excess of the
Fair Market Value as the Committee may specify), or (b) the Exercise Price as
provided in the Related Option if the SAR is a Related SAR.

         7.4. The Board or the Committee shall determine the period during
which a SAR may be exercised, which period shall be specifically set forth in
the Agreement; provided that a SAR will expire no later than the earlier of (a)
ten years from the Date of Grant, or (b) in the case of a Related SAR, the
expiration of the Related Option. A Related SAR that is related to an Incentive
Stock Option may be exercised only when and to the extent the Related Option is
exercisable.

         7.5. The exercise, in whole or in part, of a Related SAR shall cause
a reduction in the number of Shares subject to the Related Option equal to the
number of Shares with respect to which the Related SAR is exercised. The
exercise, in whole or in part, of a Related Option shall cause a reduction in
the number of Shares subject to the Related SAR equal to the number of Shares
with respect to which the Related Option is exercised.

      8. EXERCISE OF OPTIONS AND SARS.

         8.1. Subject to the terms of the applicable Agreement, an Option or
SAR may be exercised, in whole or in part, by delivering to the Company a notice
of the exercise, in such form as the Board or the Committee may prescribe,
accompanied, in the case of an Option, by full payment for the Shares with
respect to which the Option is exercised, or to the extent provided in the
applicable Agreement, irrevocable instructions to a broker to deliver promptly
to the Company cash equal to the exercise price of the Option.

         8.2. To the extent provided in the applicable Agreement or otherwise
authorized by the Board or the Committee, payment may be made by delivery
(including constructive delivery) of unencumbered Shares (provided that if the
Shares were acquired pursuant to an option or other award granted hereunder or
under any other compensation plan maintained by the Company or any Affiliate,
the Shares shall have been held for such period, if any, as the Committee may
specify) valued at Fair Market Value on the Date of Exercise.

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      9. RESTRICTED STOCK AWARDS. Each grant of Restricted Stock under this Plan
shall be subject to an Agreement specifying the terms and conditions of the
Award. Restricted Stock granted under this Plan shall consist of Shares that are
restricted as to transfer, subject to forfeiture, and subject to such other
terms and conditions as the Committee may specify. The terms and conditions may
provide, in the discretion of the Committee, for the lapse of transfer
restrictions or forfeiture provisions to be contingent upon the achievement of
one or more specified Performance Goals.

      10. RESTRICTED STOCK UNIT AWARDS. Each grant of Restricted Stock Units
under this Plan shall be evidenced by an Agreement that (a) provides for the
issuance of Shares to a Participant at such time(s) as the Board or the
Committee may specify, and (b) contains such other terms and conditions as the
Board or the Committee may specify, including terms that condition the issuance
of Shares upon the achievement of one or more specified Performance Goals.

      11. PERFORMANCE AWARDS. Each Performance Award granted under this Plan
shall (a) provide for the payment of cash or issuance of Shares contingent upon
the attainment of one or more specified Performance Goals over such period as
the Committee may specify, and (b) be subject to such other terms and conditions
as the Committee may specify. For purposes of Section 5.2, a Performance Award
shall be deemed to cover a number of Shares equal to the maximum number of
Shares that may be issued upon payment of the Award if the terms of the Award
provide for payment in the form of Shares. The maximum cash amount payable to
any Employee pursuant to all Performance Awards granted to an Employee during a
calendar year shall not exceed $1 million.

      12. DIVIDENDS AND DIVIDEND EQUIVALENTS. The terms of an Award may, subject
to such terms and conditions as the Board or the Committee may specify, provide
a Participant with the right to receive dividend payments or dividend equivalent
payments with respect to Shares covered by the Award, which payments may be
either made currently or credited to an account established for the Participant,
and may be settled in cash or Shares, as determined by the Committee. The
Participant shall not be entitled to receive dividend payments or dividend
equivalent payments with respect to Options before their exercise.

      13. OTHER STOCK-BASED AWARDS. The Board or the Committee may in its
discretion grant stock-based awards of a type other than those otherwise
provided for in this Plan, including the issuance or offer for sale of
unrestricted Shares ("Other Stock-Based Awards"). Other Stock-Based Awards shall
cover such number of Shares and have such terms and conditions as the Board or
the Committee shall determine, including terms that condition the payment or
vesting the Other Stock-Based Award upon the achievement of one or more
Performance Goals.

      14. CAPITAL EVENTS AND ADJUSTMENTS.

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          14.1. In event of any change in the outstanding Common Stock by
reason of a stock dividend, stock split, reverse stock split, spin-off,
recapitalization, reclassification, combination or exchange of shares, merger,
consolidation, liquidation or the like, the Board or the Committee may, as it
deems equitable in its discretion, provide for a substitution for or adjustment
in: (a) the number and class of securities subject to outstanding Awards or the
type of consideration to be received upon the exercise or vesting of outstanding
Awards, (b) the Exercise Price of Options and the base price upon which payments
under SARs that are not Related SARs are determined, (c) the aggregate number
and class of securities for which Awards thereafter may be granted under this
Plan, and (d) the maximum number of securities with respect to which an Employee
may be granted Awards during any calendar year.

          14.2. Any provision of this Plan or any Agreement to the contrary
notwithstanding, in the event of a merger or consolidation to which the Company
is a party, the Board or the Committee shall take such actions, if any, as it
deems necessary or appropriate to prevent the enlargement or diminishment of
Participants' rights under this Plan and Awards granted hereunder, and may, in
its discretion, cause any Award granted hereunder to be canceled in
consideration of a cash payment equal to the fair value of the canceled Award,
as determined by the Committee in its discretion. Unless the Board or the
Committee determines otherwise, the fair value of an Option shall be deemed to
be equal to the product of (a) the number of shares the Option covers (and has
not previously been exercised) and (b) the excess, if any, of the Fair Market
Value of a Share as of the date of cancellation over the Exercise Price of the
Option.

      15. TERMINATION OR AMENDMENT. The Board may amend or terminate this Plan
in any respect at any time; provided, however, that after the stockholders of
the Company have approved this Plan, the Board shall not amend or terminate this
Plan without approval of (a) the Company's stockholders to the extent applicable
law or regulations or the requirements of the principal exchange or interdealer
quotation system on which the Common Stock is listed or quoted, if any, requires
stockholder approval of the amendment, and (b) each affected Participant if the
amendment or termination would adversely affect the Participant's rights or
obligations under any Award granted prior to the date of the amendment or
termination.

      16. MODIFICATION, SUBSTITUTION OF AWARDS.

          16.1. Subject to the terms and conditions of this Plan, the Board or
the Committee may modify the terms of any outstanding Awards; provided that (a)
no modification of an Award shall, without the consent of the Participant, alter
or impair any of the Participant's rights or obligations under the Award, and
(b) subject to Section 14, in no event may (i) an Option be modified to reduce
the Exercise Price of the Option, (ii) a SAR be modified to reduce the
applicable Exercise Price (in the case of a Related SAR) or base price (in the
case of other SARs), or (iii) an Option or a SAR be cancelled or surrendered in
consideration for the grant of a new Option or SAR with a lower Exercise Price
or base price.

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          16.2. Anything contained herein to the contrary notwithstanding,
Awards may, in the Board's or the Committee's discretion, be granted under this
Plan in substitution for stock options and other awards covering capital stock
of another corporation which is merged into, consolidated with, or all or a
substantial portion of the property or stock of which is acquired by, the
Company or one of its Affiliates. The terms and conditions of the substitute
Awards so granted may vary from the terms and conditions set forth in this Plan
to such extent as the Board or the Committee may deem appropriate to conform, in
whole or part, to the provisions of the awards in substitution for which they
are granted. Substitute Awards granted hereunder shall not be counted toward the
Share limit imposed by Section 5.2, except to the extent the Committee
determines that counting such Awards is required for Awards granted hereunder to
be eligible to qualify as "performance-based compensation" within the meaning of
Section 162(m) of the Code.

      17. NON-U.S. EMPLOYEES. Without amendment of this Plan, the Board may
grant Awards to Eligible Persons who are subject to the laws of foreign
countries or jurisdictions on such terms and conditions different from those
specified in this Plan as may in the judgment of the Board be necessary or
desirable to foster and promote achievement of the purposes of this Plan. The
Board or the Committee may make such modifications, amendments, procedures,
sub-plans and the like as may be necessary or advisable to comply with
provisions of laws of other countries or jurisdictions in which the Company or
any of its Affiliates operates or has employees.

      18. STOCKHOLDER APPROVAL. This Plan, and any amendments hereto requiring
stockholder approval pursuant to Section 15, are subject to approval by vote of
the stockholders of the Company at the next annual or special meeting of
stockholders following adoption by the Board. Notwithstanding the preceding
sentence, in the event that stockholder approval of this Plan is not obtained,
this Plan and all grants of Awards hereunder shall remain valid, except that any
Option granted hereunder that would require such stockholder approval to qualify
as an Incentive Stock Option under the Code shall be treated as a Nonqualified
Stock Option.

      19. WITHHOLDING. The Company's obligation to issue or deliver Shares or
pay any amount pursuant to the terms of any Award granted hereunder shall be
subject to satisfaction of applicable federal, state, local and foreign tax
withholding requirements. To the extent provided in the applicable Agreement,
and in accordance with such rules as the Board or the Committee may prescribe, a
Participant may satisfy any withholding tax requirements by one or any
combination of the following means: tendering a cash payment; authorizing the
Company to withhold Shares otherwise issuable to the Participant; or delivering
to the Company already-owned and unencumbered Shares.

      20. TERM OF PLAN. Unless the Board terminates this Plan pursuant to
Section 15 on an earlier date, this Plan shall terminate on the date that is ten
years after the earlier of the date that the Board adopts this Plan or the
Company's stockholders approve this Plan, and no Awards may be granted after
such date. The termination of this Plan shall not affect the validity of any
Award outstanding on the date of termination.

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      21. GENERAL PROVISIONS.

          21.1. The establishment of this Plan shall not confer upon any
Eligible Person any legal or equitable right against the Company, any Affiliate
or the Committee, except as expressly provided in this Plan. Participation in
this Plan shall not give an Eligible Person any right to be retained in the
service of the Company or any Affiliate.

          21.2. Neither the adoption of this Plan nor its submission to the
Company's stockholders shall be taken to impose any limitations on the powers of
the Company or its Affiliates to issue, grant, or assume options, warrants,
rights, or restricted stock, or other awards otherwise than under this Plan, or
to adopt other stock option, restricted stock, or other plans, or to impose any
requirement of stockholder approval upon the same.

          21.3. The interests of any Eligible Person under this Plan or Awards
granted hereunder are not subject to the claims of creditors and may not, in any
way, be transferred, assigned, alienated or encumbered, except to the extent
provided in an Agreement.

          21.4. This Plan shall be governed, construed and administered in
accordance with the laws of the State of New York without giving effect to the
conflict of laws principles.

          21.5. The Board or the Committee may require each person acquiring
Shares pursuant to Awards granted hereunder to represent to and agree with the
Company in writing that the person is acquiring the Shares without a view to
distribution thereof. The certificates for the Shares may include any legend
which the Board or the Committee deems appropriate to reflect any restrictions
on transfer. All certificates for Shares issued pursuant to this Plan shall be
subject to such stock transfer orders and other restrictions as the Board or the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed or interdealer quotation system upon which
the Common Stock is then quoted, and any applicable federal or state securities
laws. The Board or the Committee may place a legend or legends on certificates
for Shares to make appropriate reference to the restrictions.

          21.6. The Company shall not be required to issue any certificate or
certificates for Shares with respect to Awards granted under this Plan, or
record any person as a holder of record of Shares, without obtaining, to the
complete satisfaction of the Board or the Committee, the approval of all
regulatory bodies the Board or the Committee deems necessary, and without
complying to the Board's or Committee's complete satisfaction, with all rules
and regulations, under federal, state or local law the Committee deems
applicable.

          21.7. To the extent that this Plan provides for issuance of stock
certificates to reflect the issuance of Shares, the issuance may be effected on

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a noncertificated basis, to the extent not prohibited by applicable law or the
rules of any stock exchange or automated dealer quotation system on which the
Shares are traded. No fractional Shares shall be issued or delivered pursuant to
this Plan or any Award. The Board or the Committee shall determine whether cash,
other Awards, or other property shall be issued or paid in lieu of any
fractional Shares or whether any fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.

          21.8. Notwithstanding any other provision of this Plan to the
contrary, to the extent any Award (or a modification of an Award) under this
Plan results in the deferral of compensation (for purposes of Section 409A of
the Code), the terms and conditions of the Award shall comply with Section 409A
of the Code.

          21.9. The issuance of any Shares under this Plan is subject to the
prior approval of the TASE for the listing of such Shares thereon.

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