RADVIEW SOFTWARE LTD. KEY EMPLOYEE SHARE INCENTIVE PLAN
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 employees of RADVIEW
SOFTWARE LTD. (the "Company") and its subsidiaries (subject to approval by the Israeli Income Tax
Authorities) 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 Section 102 of the Israeli Income Tax Ordinance
[New Version], 1961 (hereinafter - the "Ordinance") and the rules, promulgated thereunder; and (ii) to provide
incentives to directors and 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.
2.3. All provisions of this Plan shall apply, MUTATIS MUTANDIS, to grants of options to directors and
consultants of the Company or its subsidiaries. For the avoidance of doubt, unless otherwise resolved by by the
Committee (as defined below) or the Board of Directors, options issued hereunder to non-employee directors or
consultants shall not be subject to Section 5 hereof.
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