Mellanox Technologies, Ltd. (Form: S-8, Received: 02/29/2016 16:41:17)

As filed with the Securities and Exchange Commission on February 29, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MELLANOX TECHNOLOGIES, LTD.

(Exact Name of Registrant as Specified in Its Charter)

Israel
(State or Other Jurisdiction of
Incorporation or Organization)

98-0233400
(IRS Employer
Identification Number)

Mellanox Technologies, Ltd.

Beit Mellanox, Yokneam, Israel 20692

(Address of Principal Executive Offices including Zip Code)

EZchip Semiconductor Ltd. 2003 Amended and Restated Equity Incentive Plan

EZchip Semiconductor Ltd. 2007 U.S. Equity Incentive Plan

Amended and Restated EZchip Semiconductor Ltd. 2009 Equity Incentive Plan

(Full Title of the Plan)

Jacob Shulman
Chief Financial Officer
Mellanox Technologies, Ltd.
350 Oakmead Parkway, Suite 100
Sunnyvale, California 94085
(408) 970-3400

Copy to:
Alan C. Mendelson, Esq.
Mark V. Roeder, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600

(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered (2)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Ordinary Shares, nominal value NIS 0.0175 per share (issuable pursuant to assumed restricted share units under the EZchip 2003 Israel Share Option Plan)	346,173	$	45.87	(3)	$	15,878,955.51	(3)	$	1,599.01
Ordinary Shares, nominal value NIS 0.0175 per share (reserved for future issuance under the EZchip 2003 Israel Share Option Plan)	686,319	$	45.87	(3)	$	31,481,452.53	(3)	$	3,170.18
Ordinary Shares, nominal value NIS 0.0175 per share (issuable pursuant to assumed restricted share units under the EZchip 2007 US Equity Incentive Plan)	21,774	$	45.87	(3)	$	998,773.38	(3)	$	100.58
Ordinary Shares, nominal value NIS 0.0175 per share (reserved for future issuance under the EZchip 2007 US Equity Incentive Plan)	108,237	$	45.87	(3)	$	4,964,831.19	(3)	$	499.96
Ordinary Shares, nominal value NIS 0.0175 per share (issuable pursuant to assumed restricted share units under the EZchip 2009 Equity Incentive Plan)	131,947	$	45.87	(3)	$	6,052,408.89	(3)	$	609.48
Ordinary Shares, nominal value NIS 0.0175 per share (reserved for future issuance under the EZchip 2009 Equity Incentive Plan)	229,560	$	45.87	(3)	$	10,529,917.20	(3)	$	1,060.36
Total	1,524,010	$	45.87	(3)	$	69,906,338.70	(3)	$	7,039.57

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional ordinary shares which become issuable under the Plans by reason of any share dividend, share split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding ordinary shares of the Registrant.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The offering price per share and aggregate offering price for 499,894 ordinary shares of the Registrant issuable pursuant to outstanding restricted share units under the Plans that will be assumed by the Registrant and for 1,024,116 ordinary shares of the Registrant to be reserved for future issuance under the Plans, are based on the average of the high ($46.85) and low ($44.88) prices for the Registrant’s ordinary shares reported by the Nasdaq Global Select Market on February 22, 2016.

Proposed sale to take place as soon after the registration statement is
declared effective as awards under the Plan vest.

EXPLANATORY NOTE

On September 30, 2015, Mellanox Technologies, Ltd., a company formed under the laws of the State of Israel (the “ Company ” or the “ Registrant ”), entered into an Agreement of Merger (as amended, the “ Merger Agreement ”) with Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company (“ Merger Sub ”), and EZchip Semiconductor Ltd., a public company formed under the laws of the State of Israel (“ EZchip ”), pursuant to which, among other things, Merger Sub merged with and into EZchip in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999 (the “ Merger ”), following which the Merger Sub ceased to exist as a separate legal entity and EZchip became a wholly owned subsidiary of the Company. In connection with the Merger, the Company will assume EZchip’s 2003 Amended and Restated Equity Incentive Plan, EZchips’s 2007 U.S. Equity Incentive Plan and EZchip’s Amended and Restated 2009 Equity Incentive Plan (together, the “ Plans ”) and certain restricted share units of EZchip granted under the Plans, and such assumed restricted share units will cover, the Company’s ordinary shares, subject to the terms and conditions of the Plans and the underlying award agreements. The aggregate number of the Company’s ordinary shares to be subject to such assumed restricted share units will be 499,894 shares and the aggregate number of the Company’s ordinary shares to be reserved for future issuance under the Plans will be 1,024,116. The Company is filing this Registration Statement to register such shares under the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “ SEC ” or the “ Commission ”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the Commission will update and supersede this information. The following documents filed by us with the Commission are incorporated herein by reference:

(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 26, 2016, including all material incorporated by reference therein;

(c) the description of the Registrant’s ordinary shares contained in the Registration Statement on Form 8-A (File No. 001-33299) filed on February 6, 2007 under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all material incorporated by reference therein and any subsequently filed amendments and reports updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such documents except as to any portion of any future annual or quarterly report to shareholders or document or current report furnished under current items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provision. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Israeli Companies Law, 1999 (the “ Companies Law ”) allows us to insure our office holders against the following liabilities incurred for acts performed as an office holder:

· a breach of duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

· a breach of duty of care to the company or to a third party; and

· a financial liability imposed on or incurred by the office holder in favor of a third party.

We cannot, however, indemnify, exculpate or insure our office holders against any of the following:

· a breach of duty of loyalty, except, with respect to indemnification and insurance, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

· a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

· an act or omission committed with intent to derive illegal personal benefit; or

· a fine, civil fine, financial sanction or forfeit levied against the office holder.

An Israeli company may not exculpate an office holder from liability for a breach of the duty of loyalty of the office holder. The company may, however, approve an office holder’s act performed in breach of the duty of loyalty, provided that the office holder acted in good faith, the act or its approval does not harm the company and the office holder discloses the nature of his or her personal interest in the act and all material facts and documents a reasonable time before discussion of the approval. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for a breach of duty of care, but only if a provision authorizing such exculpation is inserted in its articles of association. Our amended and restated articles of association include such a provision. An Israeli company may also not exculpate a director for liability arising out of a prohibited dividend or distribution to shareholders.

Pursuant to the Companies Law, we may undertake to indemnify an office holder for financial obligation imposed on an office holder in favor of another person pursuant to judgments, settlements or arbitrators’ awards approved by a court, provided that such undertaking is limited to events that the board of directors deemed foreseeable based on the company’s actual activities at the time of the approval by the board of the undertaking to indemnify, and provided further that the indemnification is limited to an amount or criteria determined by the board of directors as reasonable under the circumstances and that the indemnification undertaking states the foreseeable activities and the amount or criteria. In addition, we may undertake to indemnify an office holder against the following liabilities incurred for acts performed as an office holder:

· reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding and (ii) either (A) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or (B) if the financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent or in connection with financial sanction; and

· reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or in which the office holder was convicted of an offense that does not require proof of criminal intent.

Under the Companies Law, exculpation, indemnification and insurance of office holders must be approved by our compensation committee and our board of directors and, in respect of our Chief Executive Officer and our directors, by our shareholders.

Our amended and restated articles of association allow us to indemnify and insure our office holders to the fullest extent permitted by the Companies Law and the Israeli Securities Law, 1968 (the “Securities Law”). In accordance with the Securities Law, we may not indemnify or insure our office holders for a proceeding instituted against such office holder pursuant to the provisions of Chapter H’3, H’4 and I’1 under the Securities Law. In accordance with our amended and restated articles of association we may insure and undertake to indemnify our office holders, subject to the provisions of the Companies Law and the Securities Law, for (a) expenses, including reasonable litigation expenses and legal fees, incurred by our office holders as a result of a proceeding instituted against them in relation to (1) infringements that may impose financial sanction pursuant to the provisions of Chapter H’3 under the Securities Law or (2) administrative infringements pursuant to the provisions of Chapter H’4 under the Securities Law or (3) infringements pursuant to the provisions of Chapter I’1 under the Securities Law and (b) payments made to injured parties of such infringement under Section 52ND(a)(1)(a) of the Securities Law.

In addition, we have entered into agreements with each of our office holders undertaking to indemnify them to the fullest extent permitted by law and to indemnify venture capital funds that are or were affiliated with or represented by such office holders party to such agreements. Indemnification with respect to financial obligation incurred by the office holder as a result of judgments, settlements or arbitrators’ awards approved by a court is limited to an amount or criteria determined by the board of directors as reasonable under the circumstances, and to events determined as foreseeable by our board of directors based on the company’s activities. Insurance is subject to our discretion depending on its availability, effectiveness and cost.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit Number		Description

4.1		Mellanox Technologies, Ltd. Amended and Restated Articles of Association (as amended on May 11, 2015) (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K (SEC File No. 001-33299) filed on February 26, 2016 and incorporated herein by reference)

4.2		EZchip Semiconductor Ltd. 2003 Amended and Restated Equity Incentive Plan

4.3		Amendment to EZchip Semiconductor Ltd. 2003 Amended and Restated Equity Incentive Plan, dated January 7, 2014

4.4		EZchip Semiconductor Ltd. 2007 U.S. Equity Incentive Plan

4.5		Amendment to EZchip Semiconductor Ltd. 2007 U.S. Equity Incentive Plan, dated September 10, 2013

4.6		Amended and Restated EZchip Semiconductor Ltd. 2009 Equity Incentive Plan

5.1		Opinion of Herzog Fox & Neeman

23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

23.2		Consent of Herzog Fox & Neeman (included in Exhibit 5.1)

24.1		Power of Attorney (included on the signature page of this Registration Statement)

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided , however , that paragraphs (i) and (ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, California on February 29, 2016.

	MELLANOX TECHNOLOGIES, LTD.

	By:	s/ Eyal Waldman
		Eyal Waldman, President and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Eyal Waldman and Jacob Shulman, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date

/s/ Eyal Waldman	President, Chief Executive Officer and Director (Principal Executive Officer)	February 29, 2016
Eyal Waldman

/s/ Jacob Shulman	Chief Financial Officer (Principal Financial and Accounting Officer) Authorized Representative in the United States	February 29, 2016
Jacob Shulman

/s/ Dov Baharav	Director	February 29, 2016
Dov Baharav

/s/ Shai Cohen	Director	February 29, 2016
Shai Cohen

/s/ Glenda Dorchak	Director	February 29, 2016
Glenda Dorchak

/s/ Irwin Federman	Director	February 29, 2016
Irwin Federman

/s/ Amal M. Johnson	Director	February 29, 2016
Amal M. Johnson

/s/ David Perlmutter	Director	February 29, 2016
David Perlmutter

/s/ Tom Riordan	Director	February 29, 2016
Tom Riordan

/s/ C. Thomas Weatherford	Director	February 29, 2016
C. Thomas Weatherford

INDEX TO EXHIBITS

Exhibit Number		Description

4.1		Mellanox Technologies, Ltd. Amended and Restated Articles of Association (as amended on May 11, 2015) (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K (SEC File No. 001-33299) filed on February 26, 2016 and incorporated herein by reference)

4.2		EZchip Semiconductor Ltd. 2003 Amended and Restated Equity Incentive Plan

4.3		Amendment to EZchip Semiconductor Ltd. 2003 Amended and Restated Equity Incentive Plan, dated January 7, 2014

4.4		EZchip Semiconductor Ltd. 2007 U.S. Equity Incentive Plan

4.5		Amendment to EZchip Semiconductor Ltd. 2007 U.S. Equity Incentive Plan, dated September 10, 2013

4.6		Amended and Restated EZchip Semiconductor Ltd. 2009 Equity Incentive Plan

5.1		Opinion of Herzog Fox & Neeman

23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

23.2		Consent of Herzog Fox & Neeman (included in Exhibit 5.1)

24.1		Power of Attorney (included on the signature page of this Registration Statement)

EXHIBIT 4.2

LANOPTICS LTD.

THE 2003

AMENDED AND RESTATED EQUITY INCENTIVE PLAN

(*IN COMPLIANCE WITH AMENDMENT NO. 132 OF THE ISRAELI TAX ORDINANCE, 2002)

TABLE OF CONTENTS

1.	PURPOSE OF THE PLAN	1

2.	DEFINITIONS	1

3.	ADMINISTRATION OF THE PLAN	4

4.	DESIGNATION OF PARTICIPANTS	5

5.	DESIGNATION OF AWARDS PURSUANT TO SECTION 102	5

6.	TRUSTEE	6

7.	SHARES RESERVED FOR THE PLAN; RESTRICTION THEREON	7

8.	PURCHASE PRICE	7

9.	ADJUSTMENTS	8

10.	TERM AND EXERCISE OF AWARDS	9

11.	VESTING OF AWARDS	10

12.	PURCHASE FOR INVESTMENT	11

13.	DIVIDENDS	11

14.	RESTRICTIONS ON ASSIGNABILITY AND SALE OF AWARDS	11

15.	TERM OF THE PLAN	12

16.	AMENDMENTS OR TERMINATION	12

17.	GOVERNMENT REGULATIONS	12

18.	CONTINUANCE OF EMPLOYMENT OR SERVICES	12

19.	GOVERNING LAW & JURISDICTION	12

20.	TAX CONSEQUENCES	13

21.	NON-EXCLUSIVITY OF THE PLAN	13

22.	MULTIPLE AGREEMENTS	14

23.	INTEGRATION OF SECTION 102	14

This Plan, as amended from time to time, shall be known as the LanOptics Ltd. 2003 Amended and Restated Equity Incentive Plan (the “PLAN”).

1. PURPOSE OF THE PLAN

The Plan is intended as an incentive to retain, in the employ of LanOptics Ltd. (the “COMPANY”) and its Affiliates (as defined below), persons of training and experience, to have the ability to attract new employees, 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 Plan approved by the Board.

2. DEFINITIONS

For purposes of the Plan and related documents, including the Award Agreement, the following definitions shall apply:

2.1 “ADMINISTRATOR” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 3 of the Plan.

2.2 “AFFILIATE” means any “employing company” within the meaning of Section 102(a) of the Ordinance.

2.3 “APPROVED 102 AWARD” means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Participant.

2.4 “ARTICLES OF ASSOCIATION” means the Company’s Articles of Association, as shall be amended by the Company from time to time.

2.5 “AWARD” means, individually or collectively, a grant under the Plan of Options or Restricted Share Units.

2.6 “AWARD AGREEMENT” means the agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

2.7 “BOARD” means the Board of Directors of the Company.

2.8 “CAPITAL GAIN AWARD” OR “CGA” means an Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance.

2.9 “CAUSE” means (i) conviction of any felony involving moral turpitude or affecting the Company; (ii) any refusal to carry out a reasonable directive of the CEO which involves the business of the Company or its affiliates and was capable of being lawfully performed; (iii) embezzlement of funds of the Company or its affiliates; (iv) any breach of the Participant’s fiduciary duties or duties of care of the Company, including without limitation disclosure of confidential information of the Company; and (v) any conduct (other than conduct in good faith) reasonably determined by the Administrator to be materially detrimental to the Company.

2.10 “COMMITTEE” means a committee appointed by the Board in accordance with Section 3, which shall consist of no fewer than two members of the Board.

2.11 “COMPANY” means LanOptics Ltd., an Israeli company.

2.12 “COMPANIES LAW” means the Israeli Companies Law 5759-1999 as in effect from time to time and any successor act or regulation, as in effect from time to time.

2.13 “CONTROLLING SHAREHOLDER” shall have the meaning ascribed to such term in Section 32(9) of the Ordinance.

2.14 “DATE OF GRANT” means, the date of grant of an Award, as determined by the Administrator and set forth in the Participant’s Award Agreement.

2.15 “ELECTION” shall have the meaning ascribed to such term in Section 5.3 of the Plan.

2.16 “EMPLOYEE” means a person who is employed by the Company or its Affiliates, including an individual who is serving as a director, but excluding any Controlling Shareholder in the Company or its Affiliates.

2.17 “EXPIRATION DATE” means the date upon which an Award shall expire, as set forth in Section 10.2 of the Plan.

2.18 “FAIR MARKET VALUE” means as of any date, the value of a Share determined as follows:

(i) If the Shares are listed on any established stock exchange or a national market system, including without limitation the NASDAQ National Market system, or the NASDAQ SmallCap Market of the NASDAQ Stock Market, the Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported), as quoted on such exchange or system for the last market trading day prior to time of determination, as reported in the Wall Street Journal, or such other source as the Administrator deems reliable.

Without derogating from the above, solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance, if at the Date of Grant the Company’s shares are listed on any established stock exchange or a national market system or if the Company’s shares will be registered for trading within ninety (90) days following the Date of Grant, the Fair Market Value of a Share at the Date of Grant shall be determined in accordance with the average value of the Company’s shares on the thirty (30) trading days preceding the Date of Grant or on the thirty (30) trading days following the date of registration for trading, as the case may be;

(ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of determination, or;

(iii) In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Administrator.

2.19 “ITA” means the Israeli Tax Authorities.

2.20 “NON-EMPLOYEE” means (i) a person or entity that acts as a consultant, adviser or service provider to the Company or its Affiliates, provided that such person is not an Employee or a Controlling Shareholder, or (ii) any other person or entity that is not an Employee.

2.21 “OPTION” means an option to purchase one or more Shares of the Company pursuant to the Plan.

2.22 “ORDINANCE” means the Israeli Income Tax Ordinance (New Version), 1961, as now in effect and as thereafter amended from time to time and the regulations, rules and orders of procedure promulgated thereunder from time to time.

2.23 “ORDINARY INCOME AWARD” or “OIA” means an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.

2.24 “PARTICIPANT” means a person or entity that was granted an Award under the Plan.

2.25 “PURCHASE PRICE” means the price for each Share subject to an Award.

2.26 “RESTRICTED SHARE UNIT” means a unit granted pursuant to the Plan entitling the Participant to acquire one or more Shares of the Company in accordance with the terms of the Plan and the Award Agreement.

2.27 “SHARE” means the ordinary shares, NIS 0.02 par value each, of the Company.

2.28 “SECTION 102” means Section 102 of the Ordinance as now in effect and as thereafter amended from time to time and the regulations, rules and orders of procedure promulgated thereunder from time to time.

2.29 “SECTION 102 AWARD” means any Award granted to an Employee pursuant to Section 102 of the Ordinance.

2.30 “SECTION 102 PERIOD” shall have the meaning ascribed to such term in Section 6.1 of the Plan.

2.31 “SECTION 3(I) AWARD” shall mean any Award granted pursuant to Section 3(i) of the Ordinance to any person or entity that is a Non-Employee.

2.32 “SUCCESSOR COMPANY” means any entity the Company is merged to or is acquired by, in which the Company is not the surviving entity.

2.33 “TRANSACTION” means (i) spin-off, merger, consolidation, amalgamation, acquisition or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of all or substantially all of the assets of the Company.

2.34 “TRUSTEE” means any individual or entity designated by the Board to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102.

2.35 “UNAPPROVED 102 AWARD” means an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.

2.36 “VESTING DATES” means, as determined by the Administrator, the date as of which the Participant shall be entitled to exercise the Awards or part of the Awards, as set forth in Section 11 of the Plan.

3. ADMINISTRATION OF THE PLAN

The Plan shall be administered by (A) the Board or (B) a Committee, which Committee shall be constituted to satisfy applicable law and the Company’s Articles of Association. 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 select one of its members as its 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.

Any member of such Committee shall be eligible to receive Awards under the Plan while serving on the Committee, unless otherwise specified herein.

Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have full power and authority (i) to designate Participants; (ii) to determine the terms and provisions of respective Award Agreements (which need not be identical) including, but not limited to, the number of Shares in the Company to be covered by each Award, provisions concerning the time or times when and the extent to which the Awards may be exercised and the nature and duration of restrictions as to transferability or restrictions constituting substantial risk of forfeiture; (iii) to accelerate the right of a Participant to exercise, in whole or in part, any previously granted Award; (iv) to determine the Fair Market Value of the Shares covered by each Award; (v) to make an election as to the type of Approved 102 Award; (vi) to designate the type of Award (vii) to amend and rescind any restrictions and conditions relating to the Plan and to any Awards or Shares subject to any Awards; (viii) to interpret the provisions and supervise the administration of the Plan; and (ix) to determine any other matter which is necessary or desirable for, or incidental to administration of the Plan.

The Administrator shall have the authority to grant, at its discretion, to the holder of an outstanding Award, in exchange for the surrender and cancellation of such Award, a new Award having a purchase price equal to, lower than or higher than the purchase price provided in the Award so surrendered and canceled, and containing such other terms and conditions as the Administrator may prescribe in accordance with the provisions of the Plan.

Subject to the Company’s Articles of Association, all decisions and selections made by the Administrator pursuant to the provisions of the Plan shall be made by a majority of its members except that no member of the Administrator shall vote on, or be counted for quorum purposes, with respect to any proposed action of the Administrator relating to any Award to be granted to that member. Any decision reduced to writing shall be executed in accordance with the provisions of the Articles of Association.

The interpretation and construction by the Administrator of any provision of the Plan or of any Award thereunder shall be final and conclusive unless otherwise determined by the Board.

Subject to the Articles of Association and the Company’s decision, and to all approvals legally required, including, but not limited to the provisions of the Companies Law, each member of the Board or 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 Articles of Association, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

4. DESIGNATION OF PARTICIPANTS

The persons eligible for participation in the Plan as Participants shall include any Employees and Non-Employees of the Company or of any Affiliate provided, however, that (i) Employees may only be granted Section 102 Awards; (ii) Non-Employees may only be granted Section 3(i) Awards; and (iii) Controlling Shareholders may only be granted Section 3(i) Awards. The grant of an Award hereunder shall neither entitle the Participant to participate nor disqualify a Participant from participating in any other grant of Awards pursuant to this Plan or any other option or stock plan of the Company or any of its Affiliates.

Anything in the Plan to the contrary notwithstanding, all grants of Options to directors and office holders (“NOSEI MISRA” - as such term is defined in the Companies Law) shall be authorized and implemented only in accordance with the provisions of the Companies Law.

5. DESIGNATION OF AWARDS PURSUANT TO SECTION 102

5.1 The Company may designate Awards granted to Employees pursuant to Section 102 as Unapproved 102 Awards or Approved 102 Awards.

5.2 The grant of Approved 102 Awards shall be made under this Plan, and shall be conditioned upon the approval of this Plan by the ITA.

5.3 Approved 102 Awards may either be classified as Capital Gain Awards (“CGA”) or Ordinary Income Awards (“OIA”).

5.4 No Approved 102 Awards may be granted under this Plan to any eligible Employees until the Company’s election of the type of Approved 102 Awards as GCA or OIA granted to Employees (the “ELECTION”) has been appropriately filed with the Israeli tax authorities. An Election shall remain in effect until the end of the subsequent year following the year during which an Employee was first granted Approved 102 Awards after the Company’s previous Election, if any. The Election shall obligate the Company during the period indicated in the preceding sentence to grant only the type of Approved 102 Awards it has elected, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company, subject to the Administrator’s decision from granting at all times Unapproved 102 Awards to Employees and Section 3(i) Awards to Non-Employees.

5.5 All Approved 102 Awards must be held in trust by a Trustee, as described in Section 6 below.

5.6 For the avoidance of doubt, the designation of Unapproved 102 Awards and Approved 102 Awards shall be subject to the terms and conditions set forth in Section 102.

6. TRUSTEE

6.1 Approved 102 Awards which shall be granted under this Plan and/or any Share allocated or issued upon exercise of such Approved 102 Awards and/or other shares received subsequently following any realization of rights, including without limitation bonus shares, shall be issued to, and held by, the Trustee for the benefit of the Participants for such period of time as required by Section 102 (the “SECTION 102 PERIOD”). In the case that the requirements for Approved 102 Awards are not met, then the Approved 102 Awards may be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102.

6.2 All of the rights attached to the Shares issued upon the exercise of Approved 102 Awards, including without limitation dividend in shares, shall be subject to the same tax treatment as the treatment to which such Approved 102 Awards are subject.

6.3 Notwithstanding anything to the contrary, the Trustee shall not make any transaction or take any action with respect to Approved 102 Awards or any Shares allocated or issued upon exercise of Approved 102 Awards, and will not transfer, assign, release, pledge or mortgage such Shares, other than by will or by operation of law, prior to the full payment of the Participant’s tax liabilities arising from Approved 102 Awards which were granted to the Participant and/or any Shares allocated or issued upon exercise of such Awards. If such Awards or Shares have been transferred by will or by operation of law, the provisions of Section 102 will apply with respect to the heirs or the transferees of the Participant.

6.4 Without derogating from the provisions of Section 14 below, with respect to any Approved 102 Award, subject to the provisions of Section 102, a Participant shall not sell or release from trust any Share received upon the exercise of an Approved 102 Award and/or any share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Section 102 Period. Notwithstanding the above, if any such sale or release occurs during the Section 102 Period, the sanctions under Section 102 shall apply to, and shall be borne by, such Participant.

6.5 Upon receipt of Approved 102 Award, the Participant undertakes to release the Trustee and the Company from any liability in respect of any action or decision duly taken and bona fide executed by the Trustee or the Company in relation with this Plan, or any Approved 102 Award or Share granted or issued to the Participant hereunder.

7. SHARES RESERVED FOR THE PLAN; RESTRICTION THEREON

7.1 Subject to adjustments as set forth in Section 9 below, a total of 270,000 Shares shall be reserved and authorized for the purpose of the Plan and other equity incentive plans which the Company may adopt from time to time. Any Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve sufficient number of Shares to meet the requirements of the Plan. Should any Award for any reason expire or be canceled prior to its exercise or relinquishment in full, the Shares therefore subject to such Award may again be subjected to an Award under the Plan or under the Company’s other equity incentive plans. Any Shares subject to Options shall be counted against the numerical limits of this Section 7.1 as one Share for every Share subject thereto. Any Shares subject to Restricted Share Units with a per Share Purchase Price lower than 100% of Fair Market Value on the Date of Grant shall be counted against the numerical limits of this Section 7.1 as three Shares for every one Share subject thereto. To the extent that a Share that was subject to a Restricted Share Unit that counted as three Shares against the Plan reserve pursuant to the preceding sentence is recycled back into the Plan in accordance with the second sentence of this Section 7.1, the Plan shall be credited with three Shares.

7.2 Each Award granted pursuant to the Plan, shall be evidenced by a written Award Agreement between the Company and the Participant, in such form as the Administrator shall from time to time approve. Each Award Agreement shall state, among other matters, the number of Shares to which the Award relates, the type of Award granted thereunder (whether an Option or a Restricted Share Unit, and whether a CGA, OIA, Unapproved 102 Award or a Section 3(i) Award), the vesting dates, the Purchase Price per share, the Expiration Date and such other terms and conditions as the Administrator in its discretion may prescribe, provided that they are consistent with this Plan.

8. PURCHASE PRICE

8.1 The Purchase Price of each Share subject to an Award or any portion thereof shall be determined by the Administrator in its sole and absolute discretion in accordance with applicable law, subject to any guidelines as may be determined by the Board from time to time. Each Award Agreement shall contain the Purchase Price determined for each Participant.

8.2 The Purchase Price shall be payable upon the exercise of the Award in a form satisfactory to the Administrator, including without limitation by cash or check. The Administrator shall have the authority to postpone the date of payment on such terms as it may determine.

9. ADJUSTMENTS

Upon the occurrence of any of the following described events, Participant’s rights to purchase Shares under the Plan shall be adjusted as hereafter provided:

9.1 In the event of a Transaction, the unexercised Awards then outstanding under the Plan shall be assumed or substituted for the Shares subject to the unexercised portions of such outstanding Awards for an appropriate number of shares of each class of shares or other securities of the Successor Company (or a parent or subsidiary of the Successor Company) as were distributed to the shareholders of the Company in respect of the Transaction, and appropriate adjustments shall be made in the Purchase Price per share to reflect such action, and all other terms and conditions of the Award Agreements, such as the Vesting Dates, shall remain in force, all as will be determined by the Administrator, whose determination shall be final.

9.2 Notwithstanding the above and subject to any applicable law, the Administrator shall have full power and authority to determine that in certain Award Agreements there shall be a clause instructing that, if in any such Transaction as described in section 9.1 above, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Awards, the Vesting Dates shall be accelerated so that any unvested Award or any portion thereof shall be immediately vested as of the date which is ten (10) days prior to the effective date of the Transaction.

9.3 For the purposes of section 9.1 above, an Award shall be considered assumed or substituted if, following the Transaction, the Award confers the right to purchase or receive, for each Share underlying an Award immediately prior to the Transaction, the consideration (whether shares, options, cash, or other securities or property) received in the Transaction by holders of shares held 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 received in the Transaction is not solely ordinary shares (or their equivalent) of the Successor Company (or its parent or subsidiary), the Administrator may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Award to be solely ordinary shares (or their equivalent) of the Successor Company (or its parent or subsidiary) equal in Fair Market Value to the per Share consideration received by holders of a majority of the outstanding shares in the Transaction; and provided further that the Administrator may determine, in its discretion, that in lieu of such assumption or substitution of Awards for options or restricted share units, as applicable, of the Successor Company or its parent or subsidiary, such Awards will be substituted for any other type of asset or property including cash which is fair under the circumstances.

9.4 If the Company is voluntarily liquidated or dissolved while unexercised Awards remain outstanding under the Plan, the Company shall immediately notify all unexercised Award holders of such liquidation, and the Award holders shall then have ten (10) days to exercise any unexercised Option held by them at that time, without regard to their Vesting Dates, in accordance with the exercise procedure set forth herein. Upon the expiration of such ten-day period, all remaining outstanding Awards will terminate immediately.

9.5 If the outstanding shares of the Company shall at anytime be changed or exchanged by declaration of a share dividend, share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as often as the same shall occur, then the number, class and kind of Shares subject to this Plan or subject to any Awards theretofore granted, and the Purchase Prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Shares without changing the aggregate Purchase Price, provided, however, that no adjustment shall be made by reason of the distribution of subscription rights (rights offering) on outstanding shares. Upon occurrence of any of the foregoing, the class and aggregate number of Shares issuable pursuant to the Plan (as set forth in Section 7 hereof), in respect of which Awards have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Administrator whose determination shall be final.

10. TERM AND EXERCISE OF AWARDS

10.1 Awards shall be exercised by the Participant by giving written notice to the Company, in such form and method as may be determined by the Company and, if applicable, by the Trustee and conforming with Section 102, which exercise shall be effective upon receipt of such notice by the Company at its principal office and payment of the Purchase Price. The notice shall specify the number of Shares with respect to which the Award is being exercised.

10.2 Awards, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in the Award Agreement, but no later than ten (10) years from the Date of Grant; and (ii) the expiration of any extended period in any of the events set forth in Section 10.5 below (the “EXPIRATION DATE”).

10.3 The Awards may be exercised by the Participant in whole at any time or in part from time to time, to the extent that the Awards become vested and excercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 10.5 below, the Participant is an employee of the Company or providing services to the Company, or any of its Affiliates, at all times during the period beginning with the granting of the Award and ending upon the date of exercise.

10.4 Subject to the provisions of Section 10.5 below, in the event of termination of Participant’s employment or services, with the Company or any of its Affiliates, all Awards granted to him will immediately terminate. A notice of termination of employment or service shall be deemed to constitute termination of employment or service. For the avoidance of doubt, in case of such termination of employment or service, the unvested portion of the Participant’s Award shall not vest and shall not become exercisable.

10.5 Notwithstanding anything to the contrary herein above and unless otherwise determined in the Participant’s Award Agreement, an Award may be exercised after the date of termination of the Participant’s employment or service with the Company or any of its Affiliates during an additional period of time beyond the date of such termination, but only with respect to the number of Awards already vested at the time of such termination according to the Vesting Dates of the Awards, if:

(i) prior to the date of such termination, the Administrator shall authorize an extension of the terms of all or part of the Awards beyond the date of such termination for a period not to exceed the period during which the Awards by their terms would otherwise have been exercisable;

(ii) termination is without Cause, in which event any Awards still in force and unexpired may be exercised within a period of ninety (90) days from the date of such termination, but only with respect to the number of shares purchasable at the time of such termination, according to the Vesting Dates of the Awards; or

(iii) termination is the result of death or disability of the Participant, in which event any Awards still in force and unexpired may be exercised within a period of twelve (12) months after the date of termination, but only with respect to the number of Awards already vested at the time of such termination according to the Vesting Dates of the Awards.

For avoidance of any doubt, if termination of employment or service is for Cause, any outstanding unexercised Award (whether vested or non-vested), will immediately expire and terminate, and the Participant shall not have any right in connection to such outstanding Awards.

10.6 The holders of Awards shall not have any of the rights or privileges of shareholders of the Company in respect of any Shares purchasable upon the exercise of any part of an Award, nor shall they be deemed to be a class of shareholders or creditors of the Company for purpose of the operation of sections 350 and 351 of the Companies Law or any successor to such section, until registration of the Participant as holder of such Shares in the Company’s register of shareholders upon exercise of the Award in accordance with the provisions of the Plan, but in case of Awards and Shares held by the Trustee, subject to the provisions of Section 6 of the Plan.

10.7 Any form of Award Agreement authorized by the Plan may contain such other provisions, as the Administrator may, from time to time, deem advisable.

11. VESTING OF AWARDS

Subject to provisions of this Plan, each Award shall vest following the Vesting Dates and for the number of Shares as shall be provided in the Award Agreement. However, no Award shall be exercisable after the Expiration Date.

An Award may be subject to such other terms and conditions on the time or times when it may be exercised as the Administrator may deem appropriate. The vesting provisions of individual Award may vary.

12. PURCHASE FOR INVESTMENT

The Company’s obligation to issue or allocate Shares upon exercise of an Award granted under the Plan is expressly conditioned upon (a) the Company’s completion of any registration or other qualifications of such Shares under all applicable laws, rules and regulations or (b) representations and undertakings by the Participant (or his legal representative, heir or legatee, in the event of the Participant’s death) to assure that the sale of the Shares complies with any registration exemption requirements which the Company in its sole discretion shall deem necessary or advisable. Such required representations and undertakings may include representations and agreements that such Participant (or his legal representative, heir, or legatee): (x) is purchasing such Shares for investment and not with any present intention of selling or otherwise disposing thereof; and (y) agrees to have placed upon the face and reverse of any certificates evidencing such Shares a legend setting forth (i) any representations and undertakings which such Participant has given to the Company or a reference thereto and (ii) that, prior to effecting any sale or other disposition of any such Shares, the Participant must furnish to the Company an opinion of counsel, satisfactory to the Company, that such sale or disposition will not violate the applicable requirements of any applicable laws

13. DIVIDENDS

With respect to all Shares (in contrary to unexercised Awards) issued upon the exercise of Awards purchased by the Participant and held by the Participant or the Trustee, as the case may be, the Participant shall be entitled to receive dividends distributed with respect to the Shares, subject to the Articles of Association and subject to any applicable taxation on distribution of dividends, and when applicable, subject to the provisions of Section 102.

14. RESTRICTIONS ON ASSIGNABILITY AND SALE OF AWARDS

No Award or any right with respect thereto, purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to them given to any third party whatsoever, and during the lifetime of the Participant each and all of such Participant’s rights to purchase Shares hereunder shall be exercisable only by the Participant.

Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.

As long as the Shares are held by the Trustee on behalf of the Participant, all rights of the Participant over the Awards and Shares issued upon exercise thereof are personal, cannot be transferred, sold, assigned, pledged, hypothecated, disposed of or mortgaged, other than by will or laws of descent and distribution.

15. TERM OF THE PLAN

The Plan shall be effective as of the day it was adopted by the Board and shall terminate at the end of ten (10) years from such day of adoption.

The Company shall obtain the approval of the Company’s shareholders for the adoption of this Plan or for any amendment to this Plan, if shareholders’ approval is necessary or desirable to comply with any applicable law including without limitation the US securities laws or the securities laws of other jurisdiction applicable to Awards granted to Participants under this Plan, or if shareholders’ approval is required by any authority or by any governmental agencies or national securities exchanges including without limitation the US Securities and Exchange Commission.

16. AMENDMENTS OR TERMINATION

The Board may, at any time and from time to time, and when applicable, after consultation with the Trustee, amend, alter, suspend, discontinue or terminate the Plan. No amendment, alteration, suspension, discontinuance or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Company, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

17. GOVERNMENT REGULATIONS

The Plan, and the granting and exercise of Awards hereunder, and the obligation of the Company to sell and deliver Shares or cash under such Awards, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel or of the United States or any other State having jurisdiction over the Company and the Participant, including the registration of the Shares under the United States Securities Act of 1933, as amended, and the Ordinance and to such approvals by any governmental agencies or national securities exchanges as may be required. Nothing herein shall be deemed to require the Company to register the Shares under the securities laws of any jurisdiction.

18. CONTINUANCE OF EMPLOYMENT OR SERVICES

Neither the Plan nor the Award Agreement with the Participant shall impose any obligation on the Company or an Affiliate thereof, to continue any Participant in its employ or service, and nothing in the Plan or in any Award granted pursuant thereto shall confer upon any Participant any right to continue in the employ or service of the Company or an Affiliate thereof or to restrict the right of the Company or an Affiliate thereof to terminate such employment or service at any time.

19. GOVERNING LAW & JURISDICTION

This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to this Plan.

20. TAX CONSEQUENCES

Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from any other event or act (of the Company and/or, its Affiliates, the Trustee or the Participant), hereunder, shall be borne solely by the Participant. The Company and/or, its Affiliates and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its Affiliates 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 Participant.

As a condition to the exercise of the Awards, release of the Shares by the Trustee (if applicable), sale or transfer of an Award or Share, the Participant shall make such arrangements as the Administrator may require for the satisfaction of any federal, state, local or foreign withholding tax and any other payment obligations that may arise in connection with such exercise, sale or transfer. The Participantshall also make such arrangements as the Administrator may require for the satisfaction of any federal, state, local or foreign withholding tax and any other payment obligations that may arise in connection with the disposition of Shares acquired by exercising an Award.

In the event that Employee’s employment with the Company or any Affiliate has ceased and such Employee was granted an Unapproved 102 Award, then as a condition to the exercise of the Unapproved 102 Awards under the terms of the Plan, such Employee shall be required to deposit with the Company and/or its Affiliate an amount of money or such security or guarantee which is necessary to discharge such Employee’s tax obligations with respect to such Unapproved 102 Awards.

The Company and/or, when applicable, the Trustee shall not be required to release any Share certificate to a Participant until all required payments have been fully made.

21. NON-EXCLUSIVITY OF THE PLAN

The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangements or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of equity incentive Awards otherwise then under the Plan, and such arrangements may be either applicable generally or only in specific cases. For the avoidance of doubt, prior grant of options to Participants of the Company under their employment agreements or services agreements, and not in the framework of any previous option plan, shall not be deemed an approved incentive arrangement for the purpose of this Section.

22. MULTIPLE AGREEMENTS

The terms of each Award may differ from other Awards granted under the Plan at the same time, or at any other time. The Administrator may also grant more than one Award to a given Participant during the term of the Plan, either in addition to, or in substitution for, one or more Awards previously granted to that Participant.

23. INTEGRATION OF SECTION 102

With regards to Approved 102 Awards, the provisions of the Plan and the Award Agreement shall be subject to the provisions of Section 102, and the said provisions shall be deemed an integral part of the Plan and of the Award Agreement.

EXHIBIT 4.3

AMENDMENT TO EZCHIP SEMICONDUCTOR LTD. 2003 AMENDED AND RESTATED EQUITY INCENTIVE PLAN,

DATED JANUARY 7, 2014

Effective as of January 7, 2014, the EZchip Semiconductor Ltd. 2003 Amended and Restated Equity Incentive Plan (the “ Plan ”) is hereby amended as follows (the “ Amendment ”):

1. Section 7.1 of the Plan shall be deleted in its entirety and replaced with the following:

“Subject to adjustments as set forth in Section 9 below, as of January 1, 2014, a total of 1,154,740 Shares shall be reserved and authorized for the purpose of grants under the Plan after January 1, 2014; provided, however, that on January 1st of each year, to the extent the number of Shares reserved, authorized and available for issuance under Plan on such date is less than 4% of the number of Shares issued and outstanding on such date, the number of Shares reserved, authorized and available for issuance under the Plan shall automatically increase on such date to equal 4% of the number of Shares issued and outstanding on such date. Any Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve sufficient number of Shares to meet the requirements of the Plan. Should any Award for any reason expire or be canceled prior to its exercise or relinquishment in full, the Shares therefore subject to such Award may again be subjected to an Award under the Plan or under the Company’s other equity incentive plans. Any Shares subject to an Award shall be counted against the numerical limits of this Section 7.1 as one Share for every Share subject thereto. Notwithstanding anything to the contrary, Shares reserved and authorized under the Plan for Awards outstanding under the Plan as of January 1, 2014 shall remain reserved and authorized for all purposes.”

2. Section 15 of the Plan shall be deleted in its entirety and replaced with the following:

“The Plan will become effective upon its adoption by the Board and will remain in effect until terminated pursuant to Section 16 of the Plan.”

3. Except as explicitly amended by this Amendment, all other terms of the Plan shall remain in full force and effect.

Exhibit 4.4

LANOPTICS LTD. 2007 U.S. EQUITY INCENTIVE PLAN

1. GENERAL.

(A) APPLICATION. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards as set forth in Section 1(b) of the Plan, to provide incentives for such persons to exert maximum efforts for the success of the Company and its Subsidiaries and to provide a means by which such eligible recipients may be given and opportunity to benefit from increases in value of the Ordinary Shares through the granting of Awards. Notwithstanding anything to the contrary in the LanOptics Ltd. 2003 Amended and Restated Equity Incentive Plan, all grants of Awards to participants who are subject to United States taxation shall be made under and subject to the terms and conditions of this Plan. All capitalized terms used herein shall have the meaning assigned in Section 12 of this Plan.

(B) ELIGIBLE RECIPIENTS. The persons eligible to receive Awards are U.S. Persons who are Employees, Directors or Consultants of or to the Company or its Subsidiaries, provided, however, that Awards of Incentive Stock Options may only be made to Employees of the Company or its Subsidiaries.

(C) AVAILABLE OPTIONS. The Plan provides for the grant of Incentive Stock Options, Nonstatutory Stock Options, and Restricted Share Units.

2. ADMINISTRATION.

(A) ADMINISTRATION BY BOARD OR COMMITTEE. The Plan shall be administered by (A) the Board or (B) a Committee, which Committee shall be constituted to satisfy applicable law and the Company’s Articles of Association (the “ADMINISTRATOR”). 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.

(B) COMMITTEE PROCEDURES. The Committee shall select one of its members as its 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.

(C) AWARDS TO COMMITTEE MEMBERS. Any member of such Committee shall be eligible to receive Awards under the Plan while serving on the Committee, unless otherwise specified herein.

(D) POWERS OF THE ADMINISTRATOR. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan, and, in the case of a Committee, subject to the reservation of powers by the Board:

(I) To determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award shall be granted; (C) the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Ordinary Shares pursuant to an Award; (D) the number of Ordinary Shares with respect to which an Award shall be granted to each such person; and (E) the Fair Market Value of the Awards, as provided in this Plan.

(II) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan or Award fully effective.

(III) To settle all controversies regarding the Plan and Awards granted under it.

(IV) To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(V) To amend the Plan in any respect the Administrator deems necessary or advisable, including, without limitation, relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 8(a) relating to Capitalization Adjustments, shareholder approval shall be required for any amendment of the Plan that (i) materially increases the number of Ordinary Shares available for issuance under the Plan, (ii) materially expands the class of individuals eligible to receive Awards under the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which Ordinary Shares may be issued or purchased under the Plan, or (iv) materially extends the term of the Plan, but only to the extent required by applicable law or listing requirements. Except as provided in Section 2(b)(vii), rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.

(VI) To submit any amendment to the Plan for shareholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding Incentive Stock Options or (iii) Rule 16b-3.

(VII) To amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to the Administrator’s discretion; PROVIDED HOWEVER, that, the rights under any Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without the affected Participant’s consent, the Administrator may amend the terms of any one or more Awards if necessary to maintain the qualified status of an Option as an Incentive Stock Option, provided, however, that without the written consent of the Optionholder, the Administrator may not modify an Option in a manner which would cause the Option to fail to qualify as an Incentive Stock Option.

(VIII) Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(E) PROCEDURE. Subject to the Company’s Articles of Association, all decisions and selections made by the Administrator pursuant to the provisions of the Plan shall be made by a majority of its members, except that no member of the Administrator shall vote on, or be counted for quorum purposes, with respect to any proposed action of the Administrator relating to any Award to be granted to that member. Any decision reduced to writing shall be executed in accordance with the provisions of the Articles of Association of the Company.

(F) INDEMNIFICATION. Subject to the Articles of Association of the Company and the Company’s decision, and to all approvals legally required, each member of the Board or 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 Articles of Association of the Company, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

(G) SECTION 162(M) AND RULE 16B-3 COMPLIANCE. In the sole discretion of the Board, the Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the Board or the Committee, in its sole discretion, may (A) delegate to a Committee of Directors who need not be Outside Directors the authority to grant Awards to eligible persons who are either (I) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, or (B) delegate to a Committee of Directors who need not be Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

(H) EFFECT OF ADMINISTRATOR’S DECISION. All determinations, interpretations and constructions made by the Administrator in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

3. SHARES SUBJECT TO THE PLAN.

(A) SHARE RESERVE. Subject to the provisions of Section 8(a) relating to adjustments upon changes in share capital, the aggregate number of Ordinary Shares of the Company that may be issued pursuant to Awards upon the Effective Date shall be five hundred thousand (500,000) shares. Any Ordinary Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve sufficient number of Ordinary Shares to meet the requirements of the Plan. Should any Award for any reason expire or be canceled prior to its exercise or relinquishment in full, the Ordinary Shares therefore subject to such Award may again be subjected to an Award under the Plan or under the Company’s other equity incentive plans. Any Shares subject to Options shall be counted against the numerical limits of this Section 3(a) as one Ordinary Share for every Ordinary Share subject thereto. Any Shares subject to Restricted Share Units with a per Ordinary Share purchase price lower than 100% of Fair Market Value on the date of grant shall be counted against the numerical limits of this Section 3(a) as three Ordinary Shares for every one Ordinary Share subject thereto. To the extent that an Ordinary Share that was subject to a Restricted Share Unit that counted as three Shares against the Plan reserve pursuant to the preceding sentence is recycled back into the Plan in accordance with the second sentence of this Section 3(a), the Plan shall be credited with three Ordinary Shares.

(B) SOURCE OF SHARES. The shares issuable under the Plan shall be authorized but unissued or reacquired Ordinary Shares, including shares repurchased by the Company.

4. ELIGIBILITY.

(A) ELIGIBILITY FOR INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only to Employees of the Company or its Subsidiaries.

(B) TEN PERCENT SHAREHOLDERS. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Ordinary Shares on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

(C) RESTRICTED SHARE UNITS, NONSTATUTORY STOCK OPTIONS. Restricted Share Units and Nonstatutory Stock Options may be granted to Employees or Directors of, or Consultants to the Company or its Subsidiaries.

5. AWARD PROVISIONS.

Each Award shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate. All Options intended to qualify as Incentive Stock Options shall be designated as Incentive Stock Options at the time of grant. The provisions of separate Awards need not be identical; PROVIDED, HOWEVER, that each Award Agreement shall include (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:

(A) TERM. Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, no Award shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period as may be specified in the Award Agreement.

(B) EXERCISE PRICE. Subject to the provisions of Section 4(b) regarding Ten Percent Shareholders, the exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Ordinary Shares subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent (100%) of the Fair Market Value of the Ordinary Shares subject to the Option if such Option is granted pursuant to an assumption or substitution for another option in a manner consistent with the provisions of Section 424(a) of the Code.

(C) CONSIDERATION. The purchase price of Ordinary Shares acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Administrator in its sole discretion, by any combination of the methods of payment set forth below. The Administrator shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The methods of payment permitted by this Section 5(c) are:

(I) by cash, check, bank draft or money order payable to the Company;

(II) by delivery to the Company (either by actual delivery or attestation) of Ordinary Shares;

(III) by a “net exercise” arrangement pursuant to which the Company will reduce the number of Ordinary Shares issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; PROVIDED, HOWEVER, that the Company shall accept a cash or other payment from the Optionholder to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; PROVIDED, FURTHER, that Ordinary Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Optionholder as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(IV) in any other form of legal consideration that may be acceptable to the Adminstrator.

(D) TRANSFERABILITY OF AWARDS. No Award or any right with respect thereto, granted hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to them given to any third party whatsoever, and during the lifetime of the Participant each and all of such Participant’s rights to purchase or receive Ordinary Shares hereunder shall be exercisable only by the Participant. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void. Prior to the exercise of any Award, all rights of the Participant over the Awards are personal, cannot be transferred, sold, assigned, pledged, hypothecated, disposed of or mortgaged, other than by will or laws of descent and distribution or pursuant to a valid court order.

(E) VESTING GENERALLY. Subject to the provisions of Section 5(h), below, regarding distributions of shares with respect to Restricted Share Units, Awards may be exercised by the Participant in whole at any time or in part from time to time, to the extent that the Awards become vested and exercisable, prior to the termination of the plan, and provided that, subject to the provisions of Section 5(g) below, the Participant is an Employee, Director or Consultant of the Company or its Subsidiaries at all times beginning with the granting of the Award and ending on the date of exercise.

(F) TERMINATION GENERALLY. Subject to the provisions of Section 5(g) below, in the event of termination of Participant’s employment or services with the Company or any of its Subsidiaries, all Awards granted to such Participant shall immediately terminate. A notice of termination of employment or service shall be deemed to constitute termination of employment or service. For the avoidance of doubt, in case of such termination of employment or service, the unvested portion of the Participant’s Award shall not vest and shall not become exercisable. Further, if termination of employment is for Cause, any outstanding unexercised Award (whether vested or non-vested), will immediately expire and terminate, and the Participant shall not have any right in connection to such outstanding Awards.

(G) EXERCISE AFTER TERMINATION. Notwithstanding anything to the contrary herein above, and unless otherwise determined in the Participant’s Award Agreement, an Award may be exercised after the date of termination of the Participant’s employment or service with the Company or its Subsidiaries during an additional period of time beyond the date of such termination, but only with respect to the number of Awards already vested at the time of such termination according to the terms of the Award Agreement , if:

(I) termination is without Cause, in which event any Awards still in force and unexpired may be exercised within a period of ninety (90) days from the date of such termination, but only with respect to the number of shares purchasable or distributable at the time of such termination, according to the terms of the Award Agreement; or

(II) termination is the result of death or Disability of the Participant, in which event any Awards still in force and unexpired may be exercised within a period of twelve (12) months after the date of termination, but only with respect to the number of Awards already vested at the time of such termination according to the terms of the Award Agreement.

(H) DISTRIBUTION OF SHARES PURSUANT TO RESTRICTED SHARE UNITS. Notwithstanding anything in this Plan to the contrary, Restricted Share Units granted to U.S. Participants shall not be distributed until the later of (1) the date they vest, and (2) the earliest of the following events to occur:

(I) death of the Participant,

(II) Disability of the Participant,

(III) a time or fixed schedule specified in the Award Agreement,

(IV) a Change in Control of the Company, or

(V) the Participant’s separation from service with the Company.

(I) ACCELERATION. Notwithstanding anything in this Plan, the LanOptics Ltd. 2003 Amended and Restated Equity Incentive Plan, or any Award Agreement to the contrary, no Awards may provide for discretionary acceleration of distribution by any party, except as expressly provided in this Plan.

(J) NON-EXEMPT EMPLOYEES. No Award granted to an Employee that is a non- exempt employee for purposes of the Fair Labor Standards Act shall be first exercisable for any Ordinary Shares until at least six months following the date of grant of the Award. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay.

6. COVENANTS OF THE COMPANY.

(A) AVAILABILITY OF SHARES. During the terms of the Awards, the Company shall keep available at all times the number of Ordinary Shares reasonably required to satisfy such Awards.

(B) SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell Ordinary Shares upon exercise of the Awards; PROVIDED, HOWEVER, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any Ordinary Shares issued or issuable pursuant to any such Award. If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Ordinary Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Ordinary Shares upon exercise of such Awards unless and until such authority is obtained.

(C) NO OBLIGATION TO NOTIFY. The Company shall have no duty or obligation to any Participant to advise such Participant as to the time or manner of exercising such Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

7. MISCELLANEOUS.

(A) USE OF PROCEEDS FROM SALES OF ORDINARY SHARES. Proceeds from the sale of Ordinary Shares pursuant to Awards shall constitute general funds of the Company.

(B) CORPORATE ACTION CONSTITUTING GRANT OF AWARDS. Corporate action constituting a grant by the Company of an Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Administrator, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.

(C) SHAREHOLDER RIGHTS. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Ordinary Shares subject to such Award unless and until such Participant has exercised the Option pursuant to its terms or received a distribution of Ordinary Shares with respect to any such Restricted Share Unit Award, and the Participant shall not be deemed to be a shareholder of record until the issuance of the Ordinary Shares pursuant to such exercise or distribution has been entered into the books and records of the Company.

(D) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan, any Award Agreement or other instrument executed thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right to continue to serve the Company or a Subsidiary in the capacity in effect at the time the Award was granted or shall affect the right of the Company or a Subsidiary to terminate the employment of an Employee with or without notice and with or without Cause pursuant to any applicable provisions of the Articles of Association of the Company or a Subsidiary (if any), and any applicable provisions of the corporate law of the country or state in which the Company or the Subsidiary is incorporated, as the case may be.

(E) INCENTIVE STOCK OPTION $ 100,000 LIMITATION. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Ordinary Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Subsidiaries) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Award Agreement(s).

(F) INVESTMENT ASSURANCES. The Company may require a Participant, as a condition of exercising or acquiring Ordinary Shares under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Ordinary Shares subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Ordinary Shares. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise or acquisition of Ordinary Shares under the Award has been registered under a then currently effective registration statement under the Securities Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on share certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Ordinary Shares.

(G) WITHHOLDING OBLIGATIONS. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding Ordinary Shares from the Ordinary Shares issued or otherwise issuable to the Participant in connection with the Award; or (iii) by such other method as may be set forth in the Award Agreement.

(H) ELECTRONIC DELIVERY. Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet.

8. ADJUSTMENTS UPON CHANGES IN ORDINARY SHARES; OTHER CORPORATE EVENTS.

(A) CAPITALIZATION ADJUSTMENTS. If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend, share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as often as the same shall occur, then the number, class and kind of Ordinary Shares subject to this Plan or subject to any Awards theretofore granted, and the exercise prices or purchase prices, as applicable, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Ordinary Shares without changing the aggregate exercise price or purchase price, as applicable,, provided, however, that no adjustment shall be made by reason of the distribution of subscription rights (rights offering) on outstanding shares. Upon occurrence of any of the foregoing, the class and aggregate number of Ordinary Shares issuable pursuant to the Plan (as set forth in Section 3 hereof), in respect of which Awards have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Administrator whose determination shall be final.

(B) DISSOLUTION OR LIQUIDATION. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company, the Company shall immediately notify all unexercised Award holders of such dissolution or liquidation, and the Award holders shall then have ten (10) days to exercise any unexercised Award held by them at that time, without regard to their vesting dates, in accordance with the exercise procedure set forth herein and in their Award Agreements. Upon the expiration of such ten day period, all remaining outstanding Awards will terminate immediately.

(C) CORPORATE TRANSACTION. The following provisions shall apply to Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Subsidiary and the holder of the Award or unless otherwise expressly provided by the Administrator at the time of grant of an Award.

(I) ASSUMPTION OF AWARDS. In the event of a Corporate Transaction, the unexercised Awards then outstanding under the Plan shall be assumed or substituted for the Ordinary Shares subject to the unexercised portions of such outstanding Awards for an appropriate number of shares of each class of shares or other securities of the Successor Company (or a parent or subsidiary of the Successor Company) as were distributed to the shareholders of the Company in respect of the Corporate Transaction, and appropriate adjustments shall be made in the purchase price per share to reflect such action, and all other terms and conditions of the Award Agreements, such as the vesting dates, shall remain in force, all as will be determined by the Administrator, whose determination shall be final.

(II) VESTING OF UNASSUMED AWARDS. Notwithstanding the above and subject to any applicable law, the Administrator shall have full power and authority to determine that in certain Award Agreements there shall be a clause instructing that, if in any such Corporate Transaction as described in Section 8(c)(i) above, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Awards, the vesting of the Awards shall be accelerated so that any unvested Award or any portion thereof shall be immediately vested and exercisable as of the date which is ten (10) days prior to the effective date of the Corporate Transaction.

(III) DETERMINING WHETHER AWARDS ARE ASSUMED. For the purposes of Section 8(c)(i) above, an Award shall be considered assumed or substituted if, following the Corporate Transaction, the Award confers the right to purchase or receive, for each Ordinary Share underlying an Award immediately prior to the Corporate Transaction, the consideration (whether shares, options, cash, or other securities or property) received in the Corporate Transaction by holders of shares held on the effective date of the Corporate 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 received in the Corporate Transaction is not solely ordinary shares (or their equivalent) of the Successor Company (or its parent or subsidiary), the Administrator may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Award to be solely ordinary shares (or their equivalent) of the Successor Company (or its parent or subsidiary) equal in Fair Market Value to the per Ordinary Share consideration received by holders of a majority of the outstanding shares in the Corporate Transaction; and provided further that the Administrator may determine, in its discretion, that in lieu of such assumption or substitution of Awards for options or restricted share units, as applicable, of the Successor Company or its parent or subsidiary, such Awards will be substituted for any other type of asset or property including cash which is fair under the circumstances.

9. TERMINATION OR SUSPENSION OF THE PLAN.

(A) PLAN TERM. Unless sooner terminated by the Administrator pursuant to Section 2, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Administrator or approved by the shareholders of the Company, whichever is earlier. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(B) NO IMPAIRMENT OF RIGHTS. Termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

10. EFFECTIVE DATE OF PLAN.

This Plan shall become effective on the Effective Date.

11. CHOICE OF LAW.

This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to this Plan.

12. DEFINITIONS.

As used in the Plan and any Award Agreement conferring an Award under the Plan, unless otherwise specified, the following terms shall have the meanings set forth below:

(A) “AWARD” means, individually or collectively, a grant of Options or Restricted Share Units under this Plan.

(B) “AWARD AGREEMENT” means the agreement setting forth the terms and provisions applicable to each Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.

(D) “CAUSE” means (i) conviction of any felony involving moral turpitude or affecting the Company; (ii) any refusal to carry out a reasonable directive of the CEO which involves the business of the Company or its Subsidiaries and was capable of being lawfully performed; (iii) embezzlement of funds of the Company or its Subsidiaries; (iv) any breach of the Participant’s fiduciary duties or duties of care of the Company, including without limitation disclosure of confidential information of the Company; and (v) any conduct (other than conduct in good faith) reasonably determined by the Administrator to be materially detrimental to the Company.

(E) “CHANGE IN CONTROL” means a change in the effective control of the Company within the meaning of Treasury Regulations Section 1.409A-3(i)(5).

(F) “CODE” means the Internal Revenue Code of 1986, as amended, and regulations and other guidance thereunder.

(G) “COMMITTEE” means a committee to which authority has been delegated by the Board in accordance with Section 2(a).

(H) “COMPANY” means LanOptics Ltd., an Israeli company.

(I) “CONSULTANT” means any person, including an advisor, who is (i) engaged by the Company or a Subsidiary to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of a Subsidiary and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

(J) “CORPORATE TRANSACTION” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(I) a sale or other disposition of all or substantially all, as determined by the Administrator in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(II) a sale or other disposition of at least 90% of the outstanding securities of the Company;

(III) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(IV) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Ordinary Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(K) “COVERED EMPLOYEE” shall have the meaning provided in ss. 162(m)(3) of the Code and the regulations promulgated thereunder.

(L) “DIRECTOR” means a member of the Company’s Board of Directors.

(M) “DISABILITY” in general, a Participant shall be considered to have a Disability only if (A) the Participant is unable to engaged in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or its Subsidiaries. Notwithstanding the above, to the extent that any Award constitutes a grant of ISOs, “disability” shall mean the inability of the Optionholder to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

(N) “EFFECTIVE DATE” means the effective date of this Plan document, which is the date of the annual meeting of shareholders of the Company held in 2007, provided this Plan is approved by the Company’s shareholders at such meeting.

(O) “EMPLOYEE” means any person employed by the Company or a Subsidiary. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

(P) “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended.

(Q) “FAIR MARKET VALUE” means, as of any date, the closing sales price for the Company’s Ordinary Shares on any established stock exchange on which such Ordinary Shares are traded (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Ordinary Shares) on the date of determination, as reported in THE WALL STREET JOURNAL or such other source as the Administrator deems reliable. Unless otherwise provided by the Administrator, if there is no closing sales price (or closing bid if no sales were reported) for the Ordinary Shares on the date of determination, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported) on the last preceding date for which such quotation exists. If, as of any valuation date, the shares of the Company are not traded on any established stock market, “Fair Market Value” shall be determined in a manner consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

(R) “INCENTIVE STOCK OPTION” means an Option that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(S) “NON-EMPLOYEE DIRECTOR” means a Director who either (i) is not a current employee or officer of the Company or a Subsidiary, does not receive compensation, either directly or indirectly, from the Company or a Subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“REGULATION S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

(T) “NONSTATUTORY STOCK OPTION”(“NSO”) means any Option that does not qualify as an Incentive Stock Option.

(U) “OPTION” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase Ordinary Shares granted pursuant to the Plan.

(V) “OPTIONHOLDER” means a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of this Plan, such other person who holds an outstanding Option.

(W) “ORDINARY SHARES” means the ordinary shares, NIS 0.02 par value each, of the Company.

(X) “OUTSIDE DIRECTOR” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(Y) “PARTICIPANT” means a U.S. person granted an Award under this Plan.

(Z) “PLAN” means this LanOptics Ltd. 2007 Equity Incentive Plan.

(AA) “RESTRICTED SHARE UNITS” (“RSUS”) means a unit granted pursuant to the Plan entitling the Participant to acquire one or more Shares of the Company in accordance with the terms of the Plan and the Award Agreement.

(BB) “RULE 16B-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(CC) “SECURITIES ACT” means the Securities Act of 1933, as amended.

(DD) “SUBSIDIARY” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

(EE) “SUCCESSOR COMPANY” means any entity the Company is merged to or is acquired by, in which the Company is not the surviving entity

(FF) “TEN PERCENT SHAREHOLDER” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary.

(GG) “U.S. PERSON” means a person subject to United States tax on worldwide income under the Code.

EXHIBIT 4.5

AMENDMENT TO EZCHIP SEMICONDUCTOR LTD. 2007 U.S. EQUITY INCENTIVE PLAN, DATED SEPTEMBER 10, 2013

Effective as of September 10, 2013, the EZchip Semiconductor Ltd. 2007 U.S. Equity Incentive Plan (the “ Plan ”) is hereby amended as follows (the “ Amendment ”):

4. Section 3(a) of the Plan shall be deleted in its entirety and replaced with the following:

“SHARE RESERVE. Subject to the provisions of Section 8(a) relating to adjustments upon changes in share capital, the aggregate number of Ordinary Shares of the Company that may be issued pursuant to Awards upon the Effective Date shall be one million two hundred thousand (1,200,000) shares. Any Ordinary Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve sufficient number of Ordinary Shares to meet the requirements of the Plan. Should any Award for any reason expire or be canceled prior to its exercise or relinquishment in full, the Ordinary Shares therefore subject to such Award may again be subjected to an Award under the Plan or under the Company’s other equity incentive plans. Any Shares subject to Awards shall be counted against the numerical limits of this Section 3(a) as one Ordinary Share for every Ordinary Share subject thereto.”

5. Except as explicitly amended by this Amendment, all other terms of the Plan shall remain in full force and effect.

EXHIBIT 4.6

AMENDED AND RESTATED EZCHIP SEMICONDUCTOR LTD. 2009 EQUITY
INCENTIVE PLAN

1. General.

(a) Application. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Awards as set forth in Section 1(b) of the Plan, to provide incentives for such persons to exert maximum efforts for the success of the Company and its Subsidiaries and to provide a means by which such eligible recipients may be given and opportunity to benefit from increases in value of the Ordinary Shares through the granting of Awards. All capitalized terms used herein shall have the meaning assigned in Section 12 of this Plan.

(b) Eligible Recipients. The persons eligible to receive Awards are Employees, Directors or Consultants of or to the Company or its Subsidiaries.

(c) Available Options. The Plan provides for the grant of Options and Restricted Share Units.

2. Administration.

(a) Administration by Board or Committee. The Plan shall be administered by (A) the Board or (B) a Committee, which Committee shall be constituted to satisfy applicable law and the Company’s Articles of Association (the “ Administrator ”). 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.

(b) Committee Procedures . The Committee shall select one of its members as its 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.

(c) Awards to Committee Members . Any member of such Committee shall be eligible to receive Awards under the Plan while serving on the Committee, unless otherwise specified herein.

(d) Powers of the Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan, and, in the case of a Committee, subject to the reservation of powers by the Board:

(i) To determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award shall be granted; (C) the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Ordinary Shares pursuant to an Award; (D) the number of Ordinary Shares with respect to which an Award shall be granted to each such person; and (E) the Fair Market Value of the Awards, as provided in this Plan.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan or Award fully effective.

(iii) To settle all controversies regarding the Plan and Awards granted under it.

(iv) To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(v) To amend the Plan in any respect the Administrator deems necessary or advisable, including, without limitation, relating to certain nonqualified deferred compensation under Section 409A of the Code and/or to bring the Plan or Awards granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 8(a) relating to Capitalization Adjustments, shareholder approval shall be required for any amendment of the Plan that (i) materially increases the number of Ordinary Shares available for issuance under the Plan, (ii) materially expands the class of individuals eligible to receive Awards under the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which Ordinary Shares may be issued or purchased under the Plan, or (iv) materially extends the term of the Plan, but only to the extent required by applicable law or listing requirements. Except as provided in Section 2(b)(vii), rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.

(vi) To submit any amendment to the Plan for shareholder approval if required by applicable law, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees.

(vii) To amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to the Administrator’s discretion; provided however , that, the rights under any Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.

(viii) Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(e) Procedure. Subject to the Company’s Articles of Association, all decisions and selections made by the Administrator pursuant to the provisions of the Plan shall be made by a majority of its members, except that no member of the Administrator shall vote on, or be counted for quorum purposes, with respect to any proposed action of the Administrator relating to any Award to be granted to that member. Any decision reduced to writing shall be executed in accordance with the provisions of the Articles of Association of the Company.

(f) Indemnification. Subject to the Articles of Association of the Company and the Company’s decision, and to all approvals legally required, each member of the Board or 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 Articles of Association of the Company, any agreement, any vote of shareholders or disinterested directors, insurance policy or otherwise.

(g) Section 162(m). In the sole discretion of the Board, the Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code. In addition, the Board or the Committee, in its sole discretion, may delegate to a Committee of Directors who need not be Outside Directors the authority to grant Awards to eligible persons who are either (I) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code.

(h) Effect of Administrator’s Decision. All determinations, interpretations and constructions made by the Administrator in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

3. Shares Subject to the Plan.

(a) Share Reserve . Subject to the provisions of Section 8(a) relating to adjustments upon changes in share capital, the aggregate number of Ordinary Shares of the Company that may be issued pursuant to Awards upon the Effective Date shall be 2,500,000 Ordinary Shares. Any Ordinary Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve sufficient number of Ordinary Shares to meet the requirements of the Plan. Should any Award for any reason expire or be canceled prior to its exercise or relinquishment in full, the Ordinary Shares therefore subject to such Award may again be subjected to an Award under the Plan or under the Company’s other equity incentive plans. Any Shares subject to Awards shall be counted against the numerical limits of this Section 3(a) as one Ordinary Share for every Ordinary Share subject thereto.

(b) Source of Shares . The shares issuable under the Plan shall be authorized but unissued or reacquired Ordinary Shares, including shares repurchased by the Company.

4. Eligibility.

Awards may be granted to Employees or Directors of, or Consultants to the Company or its Subsidiaries.

5. Award Provisions.

Each Award shall be in such form and shall contain such terms and conditions as the Administrator shall deem appropriate. The provisions of separate Awards need not be identical; provided, however , that each Award Agreement shall include (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:

(a) Term. No Award shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period as may be specified in the Award Agreement.

(b) Exercise Price. The Exercise Price of each Share subject to an Option or any portion thereof shall be determined by the Administrator in its sole and absolute discretion in accordance with applicable law, subject to any guidelines as may be determined by the Board from time to time.

(c) Consideration. The purchase price of Ordinary Shares acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Administrator in its sole discretion, by any combination of the methods of payment set forth below. The Administrator shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The methods of payment permitted by this Section 5(c) are:

(i) by cash, check, bank draft or money order payable to the Company;

(ii) by delivery to the Company (either by actual delivery or attestation) of Ordinary Shares;

(iii) by a “net exercise” arrangement pursuant to which the Company will reduce the number of Ordinary Shares issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the Optionholder to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further, that Ordinary Shares will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Optionholder as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(iv) in any other form of legal consideration that may be acceptable to the Adminstrator.

(d) Transferability of Awards. No Award or any right with respect thereto, granted hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to them given to any third party whatsoever, and during the lifetime of the Participant each and all of such Participant’s rights to purchase or receive Ordinary Shares hereunder shall be exercisable only by the Participant. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void. Prior to the exercise of any Award, all rights of the Participant over the Awards are personal, cannot be transferred, sold, assigned, pledged, hypothecated, disposed of or mortgaged, other than by will or laws of descent and distribution or pursuant to a valid court order.

(e) Vesting Generally. Subject to the provisions of Section 5(h), below, regarding distributions of shares with respect to Restricted Share Units, Awards may be exercised by the Participant in whole at any time or in part from time to time, to the extent that the Awards become vested and exercisable, prior to the termination of the plan, and provided that, subject to the provisions of Section 5(g) below, the Participant is an Employee, Director or Consultant of the Company or its Subsidiaries at all times beginning with the granting of the Award and ending on the date of exercise.

(f) Termination Generally. Subject to the provisions of Section 5(g) below, in the event of termination of Participant’s employment or services with the Company or any of its Subsidiaries, all Awards granted to such Participant shall immediately terminate. A notice of termination of employment or service shall be deemed to constitute termination of employment or service. For the avoidance of doubt, in case of such termination of employment or service, the unvested portion of the Participant’s Award shall not vest and shall not become exercisable. Further, if termination of employment is for Cause, any outstanding unexercised Award (whether vested or non-vested), will immediately expire and terminate, and the Participant shall not have any right in connection to such outstanding Awards.

(g) Exercise After Termination. Notwithstanding anything to the contrary herein above, and unless otherwise determined in the Participant’s Award Agreement, an Award may be exercised after the date of termination of the Participant’s employment or service with the Company or its Subsidiaries during an additional period of time beyond the date of such termination, but only with respect to the number of Awards already vested at the time of such termination according to the terms of the Award Agreement , if:

(i) termination is without Cause, in which event any Awards still in force and unexpired may be exercised within a period of ninety (90) days from the date of such termination, but only with respect to the number of shares purchasable or distributable at the time of such termination, according to the terms of the Award Agreement; or

(ii) termination is the result of death or Disability of the Participant, in which event any Awards still in force and unexpired may be exercised within a period of twelve (12) months after the date of termination, but only with respect to the number of Awards already vested at the time of such termination according to the terms of the Award Agreement.

(h) Distribution of Shares Pursuant to Restricted Share Units. Notwithstanding anything in this Plan to the contrary, Restricted Share Units granted to U.S. Persons shall not be distributed until the later of (1) the date they vest, and (2) the earliest of the following events to occur:

(i) death of the Participant,

(ii) Disability of the Participant,

(iii) a time or fixed schedule specified in the Award Agreement,

(iv) a Change in Control of the Company, or

(v) the Participant’s separation from service with the Company.

(i) Acceleration. Notwithstanding anything in to the contrary, no Awards may provide for discretionary acceleration of distribution by any party, except as expressly provided in this Plan.

6. Covenants of the Company.

(a) Availability of Shares. During the terms of the Awards, the Company shall keep available at all times the number of Ordinary Shares reasonably required to satisfy such Awards.

(b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell Ordinary Shares upon exercise of the Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Award or any Ordinary Shares issued or issuable pursuant to any such Award. If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Ordinary Shares under the Plan, the Company shall be relieved from any liability for failure to issue and sell Ordinary Shares upon exercise of such Awards unless and until such authority is obtained.

(c) No Obligation to Notify. The Company shall have no duty or obligation to any Participant to advise such Participant as to the time or manner of exercising such Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

7. Miscellaneous.

(a) Use of Proceeds from Sales of Ordinary Shares . Proceeds from the sale of Ordinary Shares pursuant to Awards shall constitute general funds of the Company.

(b) Corporate Action Constituting Grant of Awards . Corporate action constituting a grant by the Company of an Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Administrator, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.

(c) Shareholder Rights . No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Ordinary Shares subject to such Award unless and until such Participant has exercised the Option pursuant to its terms or received a distribution of Ordinary Shares with respect to any such Restricted Share Unit Award, and the Participant shall not be deemed to be a shareholder of record until the issuance of the Ordinary Shares pursuant to such exercise or distribution has been entered into the books and records of the Company.

(d) No Employment or Other Service Rights . Nothing in the Plan, any Award Agreement or other instrument executed thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right to continue to serve the Company or a Subsidiary in the capacity in effect at the time the Award was granted or shall affect the right of the Company or a Subsidiary to terminate the employment of an Employee with or without notice and with or without Cause pursuant to any applicable provisions of the Articles of Association of the Company or a Subsidiary (if any), and any applicable provisions of the corporate law of the country or state in which the Company or the Subsidiary is incorporated, as the case may be.

(e) Intentionally omitted.

(f) Investment Assurances . The Company may require a Participant, as a condition of exercising or acquiring Ordinary Shares under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Ordinary Shares subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Ordinary Shares. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise or acquisition of Ordinary Shares under the Award has been registered under a then currently effective registration statement under the Securities Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on share certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Ordinary Shares.

(g) Withholding Obligations . Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding Ordinary Shares from the Ordinary Shares issued or otherwise issuable to the Participant in connection with the Award; or (iii) by such other method as may be set forth in the Award Agreement.

(h) Electronic Delivery . Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet.

8. Adjustments upon Changes in Ordinary Shares; Other Corporate Events.

(a) Capitalization Adjustments . If the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend, share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and as often as the same shall occur, then the number, class and kind of Ordinary Shares subject to this Plan or subject to any Awards theretofore granted, and the exercise prices or purchase prices, as applicable, shall be appropriately and equitably adjusted so as to maintain the proportionate number of Ordinary Shares without changing the aggregate exercise price or purchase price, as applicable,, provided, however, that no adjustment shall be made by reason of the distribution of subscription rights (rights offering) on outstanding shares. Upon occurrence of any of the foregoing, the class and aggregate number of Ordinary Shares issuable pursuant to the Plan (as set forth in Section 3 hereof), in respect of which Awards have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Administrator whose determination shall be final.

(b) Dissolution or Liquidation . Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company, the Company shall immediately notify all unexercised Award holders of such dissolution or liquidation, and the Award holders shall then have ten (10) days to exercise any unexercised Award held by them at that time, without regard to their vesting dates, in accordance with the exercise procedure set forth herein and in their Award Agreements. Upon the expiration of such ten day period, all remaining outstanding Awards will terminate immediately.

(c) Corporate Transaction . The following provisions shall apply to Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Subsidiary and the holder of the Award or unless otherwise expressly provided by the Administrator at the time of grant of an Award.

(i) Assumption of Awards. In the event of a Corporate Transaction, the unexercised Awards then outstanding under the Plan shall be assumed or substituted for the Ordinary Shares subject to the unexercised portions of such outstanding Awards for an appropriate number of shares of each class of shares or other securities of the Successor Company (or a parent or subsidiary of the Successor Company) as were distributed to the shareholders of the Company in respect of the Corporate Transaction, and appropriate adjustments shall be made in the purchase price per share to reflect such action, and all other terms and conditions of the Award Agreements, such as the vesting dates, shall remain in force, all as will be determined by the Administrator, whose determination shall be final.

(ii) Vesting of Unassumed Awards . Notwithstanding the above and subject to any applicable law, the Administrator shall have full power and authority to determine that in certain Award Agreements there shall be a clause instructing that, if in any such Corporate Transaction as described in Section 8(c)(i) above, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Awards, the vesting of the Awards shall be accelerated so that any unvested Award or any portion thereof shall be immediately vested and exercisable as of the date which is ten (10) days prior to the effective date of the Corporate Transaction.

(iii) Determining Whether Awards are Assumed . For the purposes of Section 8(c)(i) above, an Award shall be considered assumed or substituted if, following the Corporate Transaction, the Award confers the right to purchase or receive, for each Ordinary Share underlying an Award immediately prior to the Corporate Transaction, the consideration (whether shares, options, cash, or other securities or property) received in the Corporate Transaction by holders of shares held on the effective date of the Corporate 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 received in the Corporate Transaction is not solely ordinary shares (or their equivalent) of the Successor Company (or its parent or subsidiary), the Administrator may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Award to be solely ordinary shares (or their equivalent) of the Successor Company (or its parent or subsidiary) equal in Fair Market Value to the per Ordinary Share consideration received by holders of a majority of the outstanding shares in the Corporate Transaction; and provided further that the Administrator may determine, in its discretion, that in lieu of such assumption or substitution of Awards for options or restricted share units, as applicable, of the Successor Company or its parent or subsidiary, such Awards will be substituted for any other type of asset or property including cash which is fair under the circumstances.

9. Termination or Suspension of the Plan.

(a) Plan Term . Unless sooner terminated by the Administrator pursuant to Section 2, the Plan shall automatically terminate on December 31, 2023. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b) No Impairment of Rights . Termination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

10. Effective Date of Plan.

This Plan shall become effective on the Effective Date.

11. Choice of Law.

12. Definitions.

As used in the Plan and any Award Agreement conferring an Award under the Plan, unless otherwise specified, the following terms shall have the meanings set forth below:

(a) “Award” means, individually or collectively, a grant of Options or Restricted Share Units under this Plan.

(b) “Award Agreement” means the agreement setting forth the terms and provisions applicable to each Award granted under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause ” means (i) conviction of any felony involving moral turpitude or affecting the Company; (ii) any refusal to carry out a reasonable directive of the CEO which involves the business of the Company or its Subsidiaries and was capable of being lawfully performed; (iii) embezzlement of funds of the Company or its Subsidiaries; (iv) any breach of the Participant’s fiduciary duties or duties of care of the Company, including without limitation disclosure of confidential information of the Company; and (v) any conduct (other than conduct in good faith) reasonably determined by the Administrator to be materially detrimental to the Company.

(e) “Change in Control ” means a change in the effective control of the Company within the meaning of Treasury Regulations Section 1.409A-3(i)(5).

(f) “Code” means the Internal Revenue Code of 1986, as amended, and regulations and other guidance thereunder.

(g) “Committee” means a committee to which authority has been delegated by the Board in accordance with Section 2(a).

(h) “ Company ” means EZchip Semiconductor Ltd., an Israeli company.

(i) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or a Subsidiary to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of a Subsidiary and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

(j) “Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) a sale or other disposition of all or substantially all, as determined by the Administrator in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

(ii) a sale or other disposition of at least 90% of the outstanding securities of the Company;

(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Ordinary Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

(k) “Covered Employee” shall have the meaning provided in § 162(m)(3) of the Code and the regulations promulgated thereunder.

(l) “Director” means a member of the Company’s Board of Directors.

(m) “Disability” in general, a Participant shall be considered to have a Disability only if (A) the Participant is unable to engaged in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or its Subsidiaries.

(n) “Effective Date” means the effective date of this Plan document, which is the date this Plan was approved by the Board.

(o) “Employee” means any person employed by the Company or a Subsidiary. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.

(p) “Fair Market Value” means, as of any date, the closing sales price for the Company’s Ordinary Shares on any established stock exchange on which such Ordinary Shares are traded (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Ordinary Shares) on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. Unless otherwise provided by the Administrator, if there is no closing sales price (or closing bid if no sales were reported) for the Ordinary Shares on the date of determination, then the Fair Market Value shall be the closing selling price (or closing bid if no sales were reported) on the last preceding date for which such quotation exists. If, as of any valuation date, the shares of the Company are not traded on any established stock market, “Fair Market Value” shall be determined in a manner consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

(q) “Option” means an option to purchase Ordinary Shares granted pursuant to the Plan.

(r) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of this Plan, such other person who holds an outstanding Option.

(s) “Ordinary Shares” means the ordinary shares, NIS 0.02 par value each, of the Company.

(t) “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(u) “Participant” means a person granted an Award under this Plan.

(v) “Plan” means this Amended and Restated EZchip Semiconductor Ltd. 2009 Equity Incentive Plan.

(w) “ Restricted Share Units” (“RSUs” ) means a unit granted pursuant to the Plan entitling the Participant to acquire one or more Shares of the Company in accordance with the terms of the Plan and the Award Agreement.

(x) “Securities Act” means the Securities Act of 1933, as amended.

(y) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

(z) “ Successor Company ” means any entity the Company is merged to or is acquired by, in which the Company is not the surviving entity

(aa) “U.S. Person” means a person subject to United States tax on worldwide income under the Code.

Exhibit 5.1

February 29, 2016

To:

Mellanox Technologies, Ltd.

Beit Mellanox

Yokneam 20692

Israel

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as Israeli counsel for Mellanox Technologies, Ltd., an Israeli company (the “ Company ”), in connection with the registration statement on Form S-8 (the “ Registration Statement ”) filed by the Company with the United States Securities and Exchange Commission (the “ SEC ”) on the date hereof pursuant to the United States Securities Act of 1933, as amended (the “ Securities Act ”), covering up to an aggregate of 1,524,010 ordinary shares of the Company, par value 0.0175 NIS per share (“ Ordinary Shares ”), issuable upon exercise of options and Restricted Share Units under (i) EZchip Semiconductor Ltd. 2003 Amended and Restated Equity Incentive Plan, (ii) EZchip Semiconductor Ltd. 2007 U.S. Equity Incentive Plan, and (iii) Amended and Restated EZchip Semiconductor Ltd. 2009 Equity Incentive Plan (collectively, the “ Assumed Plans ”). Ordinary Shares issuable under the Assumed Plans shall be referred to as the “ Shares ”.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Assumed Plans, the Registration Statement, the Company’s Amended and Restated Articles of Association (the “ Articles ”), the Agreement of Merger (as amended, the “ Merger Agreement ”) by and among the Company, Mondial Europe Sub Ltd., a private company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company and EZchip Semiconductor Ltd. (“ EZChip ”), and such other agreements, certificates, resolutions, minutes and other statements of corporate officers and other representatives of the Company and other documents as we have deemed necessary or appropriate as a basis for this opinion.

In rendering our opinion, we have assumed (i) the authenticity of all original documents submitted to us as certified, conformed or photographic copies thereof, (ii) the genuineness of all signatures and the due authenticity of all persons executing such documents the same to have been complete and accurate, (iii) the truth of all facts communicated to us by the Company and EZChip, (iv) the truth of all representations contained in the Merger Agreement, as re-confirmed by the Company’s and EZChip’s respective officers on the day of the closing of the Merger Agreement, and (v) that all consents, minutes and protocols of meetings of the Company’s and EZChip’s board of directors that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Shares (which may consist, in part or in full, of services performed for the Company).

Members of our firm are admitted to the Bar of the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and reserved for issuance and, subject to the requisite corporate approvals will be, when issued and paid for in accordance with the terms of the Assumed Plans and the related awards and agreements, validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

	Very truly yours,

	/s/ Herzog Fox & Neeman
	Herzog Fox & Neeman

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Mellanox Technologies, Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2015.

/s/ PricewaterhouseCoopers LLP

San Jose, California
February 29, 2016