Exhibit 10.1

CONTACTS Chief Financial Officer Meir Moshe +972-3766-8610 Corporate Media Relations Brian Gallagher +1 201-785-3206 briang@radware.com  

Radware Ltd. Announces Fourth Quarter 2012 Results

* Record annual Revenues of $189.2 Million

* Record Quarterly Revenues of $49.8 Million

* Record Quarterly Non-GAAP EPS $0.48

TEL AVIV, ISRAEL: January 29, 2013 — Radware® (NASDAQ: RDWR), a global leader of application delivery and application security solutions for virtual and cloud data centers, today reported quarterly revenues of $49.8 million for the fourth quarter of 2012. This represents an increase of 5% compared with revenues of $47.5 million for the third quarter of 2012, and an increase of 11% compared with revenues of $45.1 million in the fourth quarter of 2011.

Net income on a GAAP basis for the fourth quarter of 2012 was $9.1 million or $0.39 per diluted share, compared with net income of $8.2 million or $0.35 per diluted share for the third quarter of 2012 and to $6.6 million or $0.29 per diluted share in the fourth quarter of 2011.

Net income on a Non-GAAP basis for the fourth quarter of 2012 was $11.2 million or $0.48 per diluted share, compared with net income of $10.4 million or $0.45 per diluted share for the third quarter of 2012 and to $9.5 million or $0.42 per diluted share in the fourth quarter of 2011.

Revenues for 2012 amounted to $189.2 million, an increase of 13% compared with revenues of $167.0 million in 2011.

Net income on a GAAP basis for 2012 amounted to $31.8 million or $1.36 per diluted share, representing an increase of 49% compared with net income of $21.3 million or $0.93 per diluted share in 2011.

Net income on a Non-GAAP basis for 2012 amounted to $40.5 million or $1.74 per diluted share, representing an increase of 32% compared with net income of $30.7 million or $1.34 per diluted share in 2011.

“2012 represented another record year for us,” states Roy Zisapel president and chief executive officer, Radware. “The transition to virtual data center architectures, private and public cloud build-outs, the explosion of mobile data, as well as surge in cyber security attacks led the demand for our application delivery and attack mitigation solutions.”

“Despite a year of ongoing macro-economic uncertainty, we are pleased by our solid execution in meeting critical industry demands and look for these IT growth trends to continue in 2013,” added Zisapel.

During the fourth quarter 2012, Radware released the following significant announcements:.

· Radware Announces Third Quarter 2012 Earnings Conference Call

· Brinkster Selects Radware’s Attack Mitigation System to Protect its Cloud and Hosting Customers Against Cyber Attacks

· Radware Launches In-Depth Resource for Information Security Professionals

· Asiasoft Selects Radware to Defend Against Cyber Attacks

· Radware’s ADC Fabric Honored as a Bronze Stevie Winner at the 2012 American Business Awards Program

· Radware Ltd. Announces Third Quarter 2012 Results

· Radware Introduces Industry’s Fastest Attack Mitigation Solution, DefensePro x420

· Radware Reports Results of Annual General Meeting

· New Report Reveals 65% of Organizations Experience Three DDoS Attacks a Year, But Majority are Unprepared to Mitigate Attacks

· Radware Positioned in the Leaders Quadrant for Application Delivery Controllers’ 2012 Magic Quadrant

· Radware and VMware Integrated Virtual ADC Solution Now Generally Available

· Radware Awarded Contract to Upgrade Existing Network Protection System for a Leading U.S. National Cellular Network Provider

· Radware Launches Smart Choice Cloud Partner Program

Company management will host a quarterly investor conference call at 8:45am ET on January 29, 2013. The call will focus on financial results for the quarter ending December 31, 2012 and certain other matters related to the Company’s business.

The conference call will be webcast on January 29, 2013 at 8:45a.m. ET in the “listen only” mode via the Internet at:http://www.radware.com/Company/InvestorRelations/default.aspx and will be available for replay during the next 30 days.

Please use the following dial-in numbers to participate in the fourth quarter 2012 call:

Participants in the US call: Toll Free +1 (877) 392-9880

International participants call: +1 760-666-3769

Conference ID: 85827370

About Radware

Radware (NASDAQ: RDWR), is a global leader of application delivery and application security solutions for virtual and cloud data centers. Its award-winning solutions portfolio delivers full resilience for business-critical applications, maximum IT efficiency, and complete business agility. Radware’s solutions empower more than 10,000 enterprise and carrier customers worldwide to adapt to market challenges quickly, maintain business continuity and achieve maximum productivity while keeping costs down. For more information, please visit www.radware.com.

Radware encourages you to join our community and follow us on LinkedIn, Radware Blog, Twitter, YouTube and the Radware Connect app for iPhone® and our new security center DDoSWarriors.com that provides a comprehensive analysis on DDoS attack tools, trends and threats.

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Use of Non-GAAP Financial Information

In addition to reporting financial results in accordance with generally accepted accounting principles (GAAP), Radware uses non-GAAP measures of net income and earnings per share, which are adjustments from results based on GAAP to exclude stock-based compensation expenses, in accordance with ASC No. 718, amortization of intangible assets, and exchange rate differences, net on balance sheet items included in finance income. Such exchange rate differences may vary from period to period due to changes in exchange rates driven by general market conditions or other circumstances outside of the normal course of Radware's operations. Management believes that exclusion of these charges allows comparisons of operating results that are consistent across past, present and future periods. Radware’s management believes the non-GAAP financial information provided in this release is useful to investors for the purpose of understanding and assessing Radware’s ongoing operations. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures discussed in this press release, to the most directly comparable GAAP financial measures, is included with the financial information contained in this press release. Management uses both GAAP and non-GAAP information in evaluating and operating business internally and, as such, has determined that it is important to provide this information to investors.

This press release may contain statements concerning Radware’s future prospects that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Statements preceded by, followed by, or that otherwise include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. These statements are based on current expectations and projections that involve a number of risks and uncertainties. There can be no assurance that future results will be achieved, and actual results could differ materially from forecasts and estimates. These risks and uncertainties, as well as others, are discussed in greater detail in Radware’s Annual Report on Form 20-F and Radware’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made and Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the Securities and Exchange Commission’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

Consolidated Balance Sheets

(U.S. Dollars in thousands)

	December 31,  2011			December 31,  2012
	(Audited)			(Unaudited)
Current assets
Cash and cash equivalents		17,386			20,048
Available-for-sale marketable securities		10,334			14,004
Short term bank deposits		88,773			54,155
Trade receivables, net		12,565			18,408
Other receivables and prepaid expenses		3,218			3,975
Inventories		12,147			12,545
		144,423			123,135
Long-term investments
Available-for-sale marketable securities		102,644			121,114
Long-term bank deposits		-			65,625
Severance pay funds		3,047			2,957
		105,691			189,696
Property and equipment, net		11,084			13,589
Other assets
Intangible assets, net		8,163			5,128
Other long-term assets		1,365			1,637
Goodwill		24,465			24,465
Total assets		295,191			357,650
Current liabilities
Trade payables		5,099			9,915
Deferred revenues		35,516			36,304
Other payables and accrued expenses		14,732			20,301
		55,347			66,520
Long-term liabilities
Deferred revenues		16,978			16,486
Other long term Liabilities		3,545			3,414
		20,523			19,900
Shareholders’ equity
Share capital		528			553
Additional paid-in capital		233,353			249,739
Accumulated other comprehensive income (loss)		(1,663	)		2,078
Treasury stock, at cost		(18,036	)		(18,036	)
Retained earnings		5,139			36,896
Total shareholders’ equity		219,321			271,230
Total liabilities and shareholders' equity		295,191			357,650

Condensed Consolidated Statements of Income

(U.S. Dollars in thousands, except share and per share data)

	For the three months ended December 31,						For the Year ended  December 31,
	2011			2012			2011			2012
	(Unaudited)			(Unaudited)			(Audited)			(Unaudited)
Revenues		45,090			49,838			167,020			189,171
Cost of revenues		8,626			9,407			33,357			35,719
Gross profit		36,464			40,431			133,663			153,452
Operating expenses:
Research and development		9,146			8,968			36,064			36,187
Selling and marketing		18,516			19,902			69,543			76,646
General and administrative		2,501			2,476			9,629			9,696
Total operating expenses		30,163			31,346			115,236			122,529
Operating income		6,301			9,085			18,427			30,923
Financial income, net		787			1,038			4,200			4,792
Income before income taxes		7,088			10,123			22,627			35,715
Income taxes		(468	)		(1,012	)		(1,290	)		(3,958	)
Net income		6,620			9,111			21,337			31,757
Basic net earnings per share	$	0.31		$	0.41		$	1.02		$	1.45
Weighted average number of shares used to compute basic net earnings per share		21,149,334			22,080,448			20,952,866			21,854,639
Diluted net earnings per share	$	0.29		$	0.39		$	0.93		$	1.36
Weighted average number of shares used to compute diluted net earnings per share		22,716,083			23,335,211			22,888,064			23,294,447

Reconciliation of Supplemental Financial Information

(U.S. Dollars in thousands, except share and per share data)

	For the Three months ended December 31,				For the Yearended December 31,
	2011		2012		2011		2012
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
GAAP net income		6,620		9,111		21,337		31,757
Stock-based compensation expenses, included in:
Cost of revenues		20		11		66		66
Research and development		337		212		1,124		1,103
Selling and marketing		1,013		599		3,135		3,298
General and administrative		261		196		1,133		916
		1,631		1,018		5,458		5,383
Amortization of intangible assets included in:
Cost of revenues		541		467		2,164		1,869
Selling and marketing		421		292		1,684		1,166
	­ 962			759		3,848		3,035
Exchange rate differences, net on balance sheet items included in financial income, net		306		277		43		355
Non-GAAP net income		9,519		11,165		30,686		40,530
Non-GAAP diluted net earnings per share	$	0.42	$	0.48	$	1.34	$	1.74
Weighted average number of shares used to compute Non-GAAP diluted net earnings per share		22,716,083		23,335,211		22,888,064		23,294,447