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Annual Report on Form 20-F

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Disclosure of Contractual Obligations

     The Company does not have material contractual obligations and commercial commitments except for the lease of its facilities as of December 31, 2003. The lease commitments due within one year amount to $5.2 million. Lease commitments due between one to five years amount to $6.2 million (see also Note 7a to the financial statements).

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

     The directors and executive officers of the Company as of December 31, 2003 were as follows:

Name    Position
Gil Shwed Chief Executive Officer and Chairman of the Board
Marius Nacht Senior Vice President and Vice Chairman of the Board
Jerry Ungerman President
Eyal Desheh Chief Financial Officer
   
Irwin Federman (1)(2)(3) Director
David Rubner (2) Director
Ray Rothrock (1)(2)(3) Director
Alex Vieux Director
Tal Shavit Director

(1)   Member of Compensation Committee
(2)   Member of Audit Committee
(3)   Outside Director, see “Outside and Independent Directors” below in this Item 6.

     Gil Shwed, a co-founder of the Company, is Chairman of the Board of the Company, a position he has held since 1998, and is also the Company's Chief Executive Officer and a Director of the Company, both positions he has held since the Company‘s inception in 1993. Mr. Shwed also served as President of the Company from its inception until 2001. Mr. Shwed is also a Director of Backweb Technologies Ltd.

     Marius Nacht, a co-founder of the Company, has served as the Company's Vice Chairman of the Board since 2001 and has also been the Company's Senior Vice President since 1999. Mr. Nacht has served as a director of the Company since its inception in 1993. Mr. Nacht received a Masters degree in Electrical Engineering and Communication Systems from Tel Aviv University, as well as a B.S. Cum Laude in Physics and Mathematics from Hebrew University of Jerusalem.

     Jerry Ungerman was appointed President of the Company in 2001 and has global responsibility for sales, marketing, business development and product management. He served as Executive Vice President from 1998 until 2000. He began his career with IBM in 1967 and from 1971 to 1998, Mr. Ungerman held a number of senior management positions with Hitachi Data Systems Corp., a provider of computer networking and data storage solutions for computing environments. Mr. Ungerman holds a B.S.B. in business from the University of Minnesota.

     Eyal Desheh has been Chief Financial Officer of the Company since 2000. From 1996 until 2000 he was Chief Financial Officer for Scitex Corporation Ltd., a company engaged in digital imaging for graphics communications, where he was responsible for all the major finance functions, investor relations, risk management, mergers and acquisitions and legal affairs. Before joining Scitex, he served as Vice President for business development and strategy at Bezeq, The Israeli Telecommunications Corp. Ltd., Deputy Chief Financial Officer of Teva Pharmaceuticals Ltd., Chief Executive Officer of H.L. Financial Services Ltd. and numerous positions in Bank Hapoalim. Mr. Desheh holds a B.A. in Economics and an M.B.A in Finance, both from Hebrew University of Jerusalem.

     Irwin Federman has served as a director of the Company since 1995. Mr. Federman has been a General Partner of U.S. Venture Partners, a venture capital firm, since 1990. Mr. Federman is a director of Centillium Communications, Inc., Nuance Communications, Inc., SanDisk Corp., and a number of private companies. Mr. Federman received a B.S. in Economics from Brooklyn College.

     Ray Rothrock has served as a director of the Company since 1995. Mr. Rothrock has been a member of Venrock Associates, a venture capital firm, since 1988 and a General Partner of Venrock Associates since 1995. Mr. Rothrock is also a director of a number of private companies. Mr. Rothrock received a B.S. in engineering from Texas A&M University, an M.S. from the Massachusetts Institute of Technology and an M.B.A. from the Harvard Business School.


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