FORM 20-F - Check Point

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Protect Data Stock Option Plans In connection with our acquisition of Protect Data in 2007, we assumed all of the outstanding options to purchase shares of Protect Data issued under the Pointsec Mobile Technologies 2003, 2005 and 2006 Stock Option Plans, which were converted into options to purchase 751,769 of our ordinary shares. As of December 31, 2009, we had outstanding options to acquire an aggregate of 55,664 ordinary shares under these plans combined. The options generally have terms of between five and six years and all the outstanding options are immediately exercisable. The option exercise prices range between $7.43 and $19.45 per share. No further stock options can be granted under these plans. Employee Stock Purchase Plan In 1996, we adopted an Employee Stock Purchase Plan, which we refer to as the “ESPP”. The ESPP permits our full-time employees (and full-time employees of some of our subsidiaries) to purchase ordinary shares through payroll deductions. Under the ESPP, 6,000,000 ordinary shares were authorized for issuance. As of December 31, 2009, 3,461,088 ordinary shares had been issued under the ESPP. The ESPP has six-month offering periods, with purchases occurring in January and July. The compensation committee of our board of directors administers the ESPP. The ESPP will terminate on the earliest of (i) the last business day in January 2016, (ii) when no more shares are available for issuance under the ESPP, or (iii) when all purchase rights under the ESPP are granted or exercised in connection with a “Corporate Transaction” as defined in the ESPP. An eligible employee can purchase ordinary shares at a price of 85% of the fair market value of the ordinary shares at the beginning of the six-month offering period (or 85% of the fair market value of the ordinary shares on the semi-annual purchase date, if that is lower). Each eligible employee can elect to purchase ordinary shares under the ESPP in an amount of up to 15% of the employee’s compensation, but not more than 1,250 shares per participant on any purchase date. Employees may terminate their participation in the ESPP at any time during the offering period, and participation ends automatically on termination of employment with us. Each outstanding purchase right will be exercised immediately prior to our merger or consolidation with another company. Our board of directors may amend or terminate the ESPP immediately after the close of any purchase date. The board may not, unless shareholders approve, materially increase the number of ordinary shares available for issuance, reduce the purchase price payable for ordinary shares, or materially modify the eligibility requirements for participation or the benefits available to participants. 62
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS The following table shows information as of December 31, 2007, 2008 and 2009, for each person who, to the best of our knowledge, beneficially owned more than 5% of our outstanding ordinary shares as of December 31, 2009: Name of Five Percent Shareholders Gil Shwed ......................................... Marius Nacht (3) .............................. Franklin Resources, Inc. (4). ............ No. of shares beneficially held (1) % of class of shares (2) 63 No. of shares beneficially held (1) % of class of shares (2) No. of shares beneficially held (1) % of class of shares (2) December 31, 2007 December 31, 2008 December 31, 2009 33,309,822 14.7% 34,314,442 15.6% 32,763,434 15.1% 20,851,795 9.4% 20,253,945 9.6% 19,101,796 9.1% 34,573,925 15.8% 23,253,624 11.1% 12,232,744 5.9% Ameriprise Financial, Inc. (5) ......... 14,049,274 6.7% 11,759,204 5.6% FMR LLC (6) .................................. 10,756,471 5.2% _______________________ (1) The amount includes ordinary shares owned by each of the individuals, directly or indirectly, and options immediately exercisable or that are exercisable within 60 days from December 31 st , of each of the years shown in this table. The exercise price of some of these options is greater than our current share market price. (2) If a shareholder has the right to acquire shares by exercising stock options exercisable within 60 days from December 31 st , of each of the years shown in this table, these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the percentage owned by any other shareholder. (3) In addition to the amount above for which Mr. Nacht claims beneficial ownership, Mr. Nacht is the beneficiary of a trust that holds 1,946,800 shares. The trust, which was initially established in May 2005, is irrevocable and is currently scheduled to expire in May 2011. Mr. Nacht does not control the trust and has limited access to information concerning activities and holdings of the trust. Mr. Nacht disclaims beneficial ownership of the shares held in the trust. (4) As of December 31, 2007 and 2008 and 2009, based on information contained in a Schedule 13G/A filed with the Securities and Exchange Commission. In the Schedule 13G/A filed on February 7, 2008, Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., Templeton Global Advisors Limited, Templeton Investment Counsel, LLC, Franklin Templeton Investments Corp., Franklin Templeton Portfolio Advisors, Inc., Franklin Templeton Investments (Asia) Limited, Franklin Templeton Investment Management Limited, Franklin Advisors, Inc., Franklin Templeton Investments Australia Limited, Templeton Asset Management, Ltd. and Franklin Templeton Investments Japan Limited disclaim any pecuniary interest in any of the securities. In the Schedule 13G/A filed on February 6, 2009, Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., Templeton Investment Counsel, LLC, Templeton Global Advisors Limited, Franklin Templeton Investments Corp., Franklin Templeton Portfolio Advisors, Inc., Franklin Templeton Investments (Asia) Limited, Franklin Templeton Investment Management Limited, Franklin Templeton Investments Australia Limited, Franklin Advisors, Inc., Templeton Asset Management, Ltd. and Fiduciary Trust Company International disclaim any pecuniary interest in any of the securities. In the Schedule 13G/A filed on January 27, 2010, Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr., Templeton Global Advisors Limited, Templeton Investment Counsel, LLC, Franklin Templeton Investments Corp., Franklin Templeton Portfolio Advisors, Inc., Franklin Templeton Investments (Asia) Limited, Franklin Advisors, Inc., Franklin Templeton Investments Australia Limited, Franklin Templeton Investment Management Limited and Templeton Asset Management, Ltd. disclaim any pecuniary interest in any of the securities. The address for Franklin Resources, Inc. is One Franklin Parkway, San Mateo, California 94403. (5) As of December 31, 2008 and 2009, based on information contained in a Schedule 13G filed jointly by Ameriprise Financial, Inc. and RiverSource Investments, LLC with the Securities and Exchange Commission on February 12, 2009 and in a Schedule 13G/A filed jointly by Ameriprise Financial, Inc. and RiverSource Investments, LLC with the Securities and Exchange Commission on February 12, 2010. Based on information available to us, as of December 31, 2007, Ameriprise Financial, Inc. did not beneficially own more than 5% of our outstanding ordinary shares. The address for the parties is c/o Ameriprise Financial, Inc., 145 Ameriprise Financial Center, Minneapolis, Minnesota 55474. (6) As of December 31, 2009, based on information contained in a Schedule 13G filed FMR LLC with the Securities and Exchange Commission on February 16, 2010. Based on information available to us, as of December 31, 2007 and 2008, FMR LLC did not beneficially own more than 5% of our outstanding ordinary shares. The address for FMR LLC is 82 Devonshire Street, Boston Massachusetts 02109.
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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
Page 11 and 12: equires significant time and resour
Page 13 and 14: that we pay SofaWare NIS 13 million
Page 15 and 16: Compliance with new and changing co
Page 17 and 18: Our business and operations are sub
Page 19 and 20: Also, the volatility in the foreign
Page 21 and 22: Finally, another key trend affectin
Page 23 and 24: Our endpoint security offerings pro
Page 25 and 26: � Security and Network Traffic En
Page 27 and 28: Collaborative Enterprise Support (
Page 29 and 30: Check Point Software Technologies (
Page 31 and 32: Property, Plants and Equipment Our
Page 33 and 34: We derive our sales primarily throu
Page 35 and 36: Management makes estimates of fair
Page 37 and 38: Equity-based compensation expense W
Page 39 and 40: Results of operations The following
Page 41 and 42: Total revenues in 2008 grew by 11%
Page 43 and 44: General and Administrative General
Page 45 and 46: Quarterly Results of Operations The
Page 47 and 48: As a percentage of total revenues:
Page 49 and 50: Liquidity and Capital Resources Dur
Page 51 and 52: Off-Balance Sheet Arrangements We a
Page 53 and 54: Tal Payne has served as our Chief F
Page 55 and 56: Each non-employee director who is f
Page 57 and 58: Nominating committee. The nominatin
Page 59 and 60: Equity Incentive Plans The followin
Page 61: Trustee. A trustee designated by ou
Page 65 and 66: eceived on December 27, 2007) and N
Page 67 and 68: Articles of Association and Israeli
Page 69 and 70: Election of directors. Our ordinary
Page 71 and 72: Approval of certain transactions; o
Page 73 and 74: o In a criminal action in which the
Page 75 and 76: (as shown in the table below). The
Page 77 and 78: converted into freely repatriable U
Page 79 and 80: income. A shareholder who does not
Page 81 and 82: The table below provides informatio
Page 83 and 84: 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
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CHECK POINT SOFTWARE TECHNOLOGIES L
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Exhibit 12.1 I, Gil Shwed, certify
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Exhibit 13 CERTIFICATION PURSUANT T
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FORM 20-F - Check Point

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