MIND C.T.I. LTD.
2000 SHARE OPTION PLAN
This Plan, as amended from time to time, shall be known as the Mind 2000 Share Option Plan (the "OPTION
This plan is consequential to the Mind 1998 Stock Option Plan (the "1998
2 PURPOSE OF THE OPTION PLAN
The Option Plan is intended as an incentive to retain, in the employ or in the service of Mind C.T.I. Ltd. (the
"COMPANY") and its subsidiaries, persons of training, experience, and ability, to attract new employees and
key officers (including non-Israeli employees and key officers), whose services are considered 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 in
the Company, pursuant to the Option Plan approved by the board of directors of the Company (the "BOARD")
The Option Plan is also intended to fulfill certain previous obligations of the Company to certain employees,
directors and key officers.
3 ADMINISTRATION OF THE OPTION PLAN
The Board or a share option committee appointed and maintained by the Board for such purpose (the
"COMMITTEE") shall have the power to administer the Option Plan. Notwithstanding the above, the Board shall
automatically have a residual authority if no Committee shall be constituted or if such Committee shall cease to
operate for any reason whatsoever.
The Committee shall consist of such number of members (not less than two
(2) in number) as may be fixed by the Board. The Committee shall select one of its members as its chairman (the
"CHAIRMAN") and shall hold its meetings at such times and places as the Chairman shall determine. 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. The Committee shall have full power and authority (i) to designate
participants; (ii) to determine the