FORM 20-F - Check Point

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CHECK POINT SOFTWARE TECHNOLOGIES LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share amounts) NOTE 12:- SHAREHOLDERS’ EQUITY (Cont.) In connection with its acquisition of Protect Data in January 2007, the Company assumed all of the outstanding stock options under the Pointsec Mobile Technologies Inc. 2003, 2005 and 2006 Stock Option Plans (the “Pointsec Plans”), which were converted into options to purchase 751,769 shares of the Company’s Ordinary shares. These stock options generally have terms of between five and six years and generally vest over a three-year period. Options that are cancelled or forfeited before expiration do not become available for future grant. Under the terms of the 2005 Plans, options to purchase 50,000,000 Ordinary shares were reserved for issuance (increasing by 5,000,000 Ordinary shares on January 1 of each year beginning January 1, 2006), out of which as of December 31, 2009, 56,110,078 Ordinary shares were available for future grant under the 2005 Plans. As of December 31, 2009, 10,248,006 options and RSUs were outstanding under the 2005 Plans, 7,858,758 options were outstanding under the plans approved in 1996, 50,270 were outstanding under the Zone Labs plan and 55,664 were outstanding under the Pointsec Plan. A summary of the Company’s stock option activity and related information, including options under the Zone Labs 1998 Stock Option Plan assumed by the Company (in connection with the Zone Labs acquisition in 2004) and Pointsec Plans, is as follows: Options (in thousands) Weighted average exercise price 2007 2008 2009 2007 2008 2009 Outstanding at beginning of year 24,606 24,156 21,582 $ 23.17 $ 22.02 $ 20.97 Granted 2,927 1,900 1,845 $ 21.29 $ 23.21 $ 25.86 Exercised (1,339) (1,713) (6,039) $ 13.82 $ 16.41 $ 16.40 Expired (1,043) (1,761) (591) $ 53.17 $ 41.89 $ 23.31 Forfeited (995) (1,000) (196) $ 26.76 $ 21.45 $ 19.60 Outstanding as of December 31, 24,156 21,582 16,601(*) $ 22.02 $ 20.97 $ 23.12 Exercisable as of December 31, 15,074 14,629 10,469 $ 22.32 $ 20.47 $ 22.86 (*) As of December 31, 2009, approximately 16.4 million options were outstanding and expected to vest. Options expected to vest reflect an estimated forfeiture rate for purposes of determining related compensation expense. F-46
CHECK POINT SOFTWARE TECHNOLOGIES LTD. AND ITS SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share amounts) NOTE 12:- SHAREHOLDERS’ EQUITY (Cont.) F-47 Year ended December 31, 2009 Aggregate Options intrinsic value (in thousands) Outstanding at beginning of year 21,582 $ 25,790 Granted 1,845 N/A Exercised (6,039) 63,213 Forfeited (787) N/A Outstanding as of December 31, 16,601 $181,798(**) Exercisable as of December 31, 10,469 $118,490(***) (**) Represents intrinsic value of 16,533 thousand outstanding options that are in-the-money as of December 31, 2009. The remaining 68 thousand outstanding options are out of the money as of December 31, 2009, and their intrinsic value was considered as zero. (***) Represents intrinsic value of 10,402 thousand exercisable options that are in-the-money as of December 31, 2009. The remaining 67 thousand exercisable options are out of the money as of December 31, 2009, and their intrinsic value was considered as zero. The following table summarizes information relating to RSUs, as well as changes to such awards during 2007, 2008 and 2009: Year ended December 31, 2007 2008 2009 Number (in thousands) Outstanding at beginning of year 980 1,232 1,398 Granted 593 676 755 Vested (174) (245) (398) Forfeited (167) (265) (143) Outstanding as of December 31, 1,232 1,398 1,612 The weighted average fair values at grant date of RSUs granted for the years ended December 31, 2007, 2008 and 2009 were $ 23.79, $ 22.25 and $ 23.87, respectively.
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SECURITIES AND EXCHANGE COMMISSION
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UTABLE OF CONTENTS PART I Item 1. I
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ITEM 1. IDENTITY OF DIRECTORS, SENI
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2005 2006 December 31, 2007 (in tho
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Our future operating results will d
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equires significant time and resour
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that we pay SofaWare NIS 13 million
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Compliance with new and changing co
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Our business and operations are sub
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Also, the volatility in the foreign
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Finally, another key trend affectin
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Our endpoint security offerings pro
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� Security and Network Traffic En
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Collaborative Enterprise Support (
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Check Point Software Technologies (
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Property, Plants and Equipment Our
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We derive our sales primarily throu
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Management makes estimates of fair
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Equity-based compensation expense W
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Results of operations The following
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Total revenues in 2008 grew by 11%
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General and Administrative General
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Quarterly Results of Operations The
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As a percentage of total revenues:
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Liquidity and Capital Resources Dur
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Off-Balance Sheet Arrangements We a
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Tal Payne has served as our Chief F
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Each non-employee director who is f
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Nominating committee. The nominatin
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Equity Incentive Plans The followin
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Trustee. A trustee designated by ou
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ITEM 7. MAJOR SHAREHOLDERS AND RELA
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eceived on December 27, 2007) and N
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Articles of Association and Israeli
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Election of directors. Our ordinary
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Approval of certain transactions; o
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o In a criminal action in which the
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(as shown in the table below). The
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converted into freely repatriable U
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income. A shareholder who does not
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The table below provides informatio
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PART II ITEM 13. DEFAULTS, DIVIDEND
Page 85 and 86: Our controller reviews all manageme
Page 87 and 88: ITEM 16F. CHANGE IN REGISTRANT’S
Page 89 and 90: ITEM 19. EXHIBITS 1 Articles of Ass
Page 91 and 92: CHECK POINT SOFTWARE TECHNOLOGIES L
Page 93 and 94: F- 3 Kost Forer Gabbay & Kasierer 3
Page 95 and 96: F- 5 Kost Forer Gabbay & Kasierer 3
Page 97 and 98: CONSOLIDATED BALANCE SHEETS U.S. do
Page 99 and 100: STATEMENTS OF CHANGES IN SHAREHOLDE
Page 135: CHECK POINT SOFTWARE TECHNOLOGIES L
Page 141 and 142: [This Page Intentionally Left Blank
Page 143 and 144: Exhibit 12.1 I, Gil Shwed, certify
Page 145 and 146: Exhibit 13 CERTIFICATION PURSUANT T
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FORM 20-F - Check Point

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