RADVIEW SOFTWARE LTD.
AMENDED AND RESTATED KEY EMPLOYEE SHARE INCENTIVE PLAN (1996)
This plan, as amended from time to time, shall be known as the "RADVIEW SOFTWARE LTD." Key
Employee Share Incentive Plan (1996)" (the "Plan").
2.1 The purposes and intents of the Plan are as follows: (i) to provide incentives to Israeli employees or directors
of RADVIEW SOFTWARE LTD. (the "Company") and its subsidiaries by providing them with opportunities to
purchase shares in the Company, pursuant to a plan approved by the Board of Directors of the Company which
is designed to benefit from, and is made pursuant to, the provisions of the "Capital Gain Track" under Section
102 of the Israeli Income Tax Ordinance [New Version], 1961, as amended (hereinafter - the "Ordinance") and
the rules promulgated thereunder; and (ii) to provide incentives to consultants of the Company and its
subsidiaries, by providing them with opportunities to purchase shares in the Company, in order to provide them
incentives to assist in the promotion of the business of the Company.
2.2 [Intentionally Omitted]
2.3 All provisions of this Plan shall apply, MUTATIS MUTANDIS, to grants of options to consultants of the
Company or its subsidiaries. For the avoidance of doubt, unless otherwise resolved by the Committee (as defined
below) or the Board of Directors, options issued hereunder to consultants shall not be subject to Section 5
3.1 The Plan will be administered by the Compensation Committee (the "Committee"), which will consist of such
number of Directors of the Company (not less than two (2) 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 and
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