RETALIX LTD.

The above options held by Mr. Shaked were granted on the following principal terms:
As of June 30, 2006, other directors and executive officers held options to purchase a total of up to 460,500 of our ordinary shares under our Second
1998 Share Option Plan and the 2004 Israeli Share Option Plan (which are described below), as follows:
Options to purchase 94,000 of our ordinary shares, which are fully vested, at an exercise price of $10 per share. The expiration date of these
options is April 30, 2008.
Options to purchase 193,000 of our ordinary shares, which are fully vested, at an exercise price of $14.875 per share. The expiration date of
these options is April 30, 2008.
Options to purchase 2,500 of our ordinary shares, which are fully vested, at an exercise price of $8.75 per share. The expiration date of these
options is April 30, 2008.
Options to purchase 105,000 of our ordinary shares at an exercise price of $18.56 per share. Options to purchase 75,000 shares of these options
are fully vested, and the remaining amount will vest in two equal portions on December 31, 2006 and December 31, 2007. These options will expire on
June 30, 2008.
Options to purchase 66,000 of our ordinary shares at an exercise price of $23.02 per share. Options to purchase 22,000 shares of these options
are fully vested, and the remaining amount will vest in three equal portions on December 31, 2006, December 31, 2007 and December 31, 2008. These
options will expire on June 30, 2009.
Our Share Option Plans
Second 1998 Share Option Plan
Amount of Shares for
which the Options are
Exercisable
Exercise Price
in U.S. dollars Expiration Date
80,000 9.01 January 1, 2007
129,767 23.19 January 1, 2008
176,557 21.86 January 1, 2009
194,090 24.46 January 1, 2010
Our Second 1998 Share Option Plan, or Second 1998 Plan, provides for the granting of incentive share options to employees, and for the granting of
non-statutory options to employees, directors and consultants. Unless terminated sooner, the Second 1998 Plan will terminate automatically in May 2012.
As of June 30, 2006, options to purchase 5,547,975 ordinary shares have been granted under the Second 1998 Plan, out of which options to purchase
1,521,108 (excluding options already exercised or expired) ordinary shares were outstanding, and 423,525 ordinary shares remained available for future
grants. These figures include options to purchase 85,795 ordinary shares granted (net of forfeited options) under our Second 1998 Plan in June 2005, at an
exercise price of $23.02 of which one-third vested on December 31, 2005, and the remaining two thirds shall vest in three equal portions on December 31,
2006, December 31, 2007 and December 31, 2008. These options will expire on June 30, 2009. As of June 30, 2006, 3,055,367 options granted under our
Second 1998 Plan have been exercised.
The Second 1998 Plan may be administered by our board of directors or by one or more committees of our board of directors, subject to applicable
law. The committee will, in the case of options intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the U.S.
Internal Revenue Code, or the code, consist of two or more “outside directors” within the meaning of Section 162(m) of the Code. The plan administrator
has the power to determine the terms of the options granted, including the exercise price, the number of shares subject to each option, the exercisability of
the option and the form of consideration payable upon such exercise. Our board of directors has the authority to amend, suspend or terminate the Second
1998 Plan, provided that no such action may affect any ordinary share previously issued and sold or any option previously granted under the Second 1998
Plan.
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