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CHECK POINT SOFTWARE FORM 20-F DFN ON-BOA ˆ200FDMqk04fMoR=7nŠ 200FDMqk04fMoR=7 RR Donnelley ProFile wcrdoc1 10.10.12 WCRpf_rend 26-Mar-2012 17:27 EST 229899 TX 50 3* PAL 09-Apr-2012 13:21 EST CURR PS PMT 1C Research and Development, Patents and Licenses, etc. Additional details are provided in this Item 5, under the caption “Results of operations”. Trend Information Additional details are provided in this Item 5, under the caption “Results of operations”. Off-Balance Sheet Arrangements We are not a party to any off-balance sheet arrangements. In addition, we have no unconsolidated special purpose financing or partnership entities that are likely to create contingent obligations. Tabular Disclosure of Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2011: Payments due by period Less than 1 More than 5 Total year 1-3 years (in thousands) 4-5 years years Operating lease obligations ....................... $ 5,599 $2,675 $2,924 — — Uncertain income tax position (*) .................. $219,469 — — — — Severance pay (**) ............................. $ 10,236 — — — — Total ........................................ $235,304 $2,675 $2,924 — — (*) Accrual for uncertain income tax position under ASC 740 “Income Taxes,” is paid upon settlement and we are unable to reasonably estimate the ultimate amount or timing of settlement. See Note 11a of our Consolidated Financial Statements for further information regarding the Company’s liability under ASC 740. (**) Severance pay obligations to our Israeli employees, as required under Israeli labor law, are payable only upon termination, retirement or death of the respective employee and there is no obligation for benefits accrued prior to 2007, if the employee voluntarily resigns. Of this amount, $4.2 million is unfunded. 50
CHECK POINT SOFTWARE FORM 20-F DFN ON-BOA RR Donnelley ProFile wcrdoc1 10.10.12 WCRpf_rend START PAGE PAL ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Directors and Senior Management Our directors and executive officers as of December 31, 2011, were as follows: Name Position Independent Director (1) ˆ200FDMqk04fMyLJ7*Š 200FDMqk04fMyLJ7 26-Mar-2012 17:27 EST 229899 TX 51 2* 09-Apr-2012 13:21 EST CURR PS PMT 1C Outside Director (2) Member of Audit Committee Member of Compensation Committee Member of Nominating Committee Gil Shwed ........... Chief Executive Officer and Chairman of the Board Marius Nacht ........ Vice Chairman of the Board Jerry Ungerman ...... Vice Chairman of the Board Amnon Bar-Lev ...... President Tal Payne ........... Chief Financial Officer Dorit Dor ........... Vice President of Products Yoav Chelouche (3) . . . Director √ √ √ Irwin Federman (3) . . . Director √ √ √ √ √ Guy Gecht .......... Director √ √ √ √ Dan Propper ......... Director √ Ray Rothrock ........ Director √ √ √ √ √ David Rubner ........ Director √ √ Tal Shavit ........... Director √ √ (1) “Independent Director” under the NASDAQ Global Select Market regulations and the Israeli Companies Law (see explanation below). (2) “Outside Director” as required by the Israeli Companies Law (see explanation below). (3) “Financial expert” as required by the Israeli Companies Law and NASDAQ requirements with respect to membership on the Audit Committee (see “Item 16A – Audit Committee Financial Expert”). Gil Shwed is the founder, Chairman, and Chief Executive Officer. Mr. Shwed is considered the inventor of the modern Firewall and authored several patents, such as the company’s Stateful Inspection technology. Mr. Shwed has received numerous accolades for his individual achievements and industry contributions, including an honorary Doctor of Science from the Technion – Israel Institute of Technology, the World Economic Forum’s Global Leader for Tomorrow for his commitment to public affairs and leadership in areas beyond immediate professional interests, and the Academy of Achievement’s Golden Plate Award for his innovative contribution to business and technology. Mr. Shwed is a member of the Board of Trustees of Tel Aviv University and the Chairman of the Board of Trustees of the Youth University of Tel Aviv University. He is also a member of the Board of Directors of Yeholot Association Founded by the Rashi Foundation whose charter is, among other things, to reduce the dropout rates in high schools. Marius Nacht, one of Check Point’s founders, has served as Vice Chairman of our board of directors since 2001. Mr. Nacht has also served as one of our directors since we were incorporated in 1993. From 1999 through 2005, Mr. Nacht held Senior Vice President roles at Check Point. Mr. Nacht earned a B.S. (cum laude) in Physics and Mathematics from the Hebrew University of Jerusalem in 1983, and an M.S. in Electrical Engineering and Communication Systems from Tel Aviv University in 1987. Jerry Ungerman has served as Vice Chairman of our board of directors since 2005. From 2001 to 2005, Mr. Ungerman served as our President and before that, from 1998 until 2000, he served as our Executive Vice 51
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