WIX.COM LTD. (THE “COMPANY”)
AMENDED AND RESTATED COMPENSATION COMMITTEE CHARTER
The Board of Directors (the “Board”) of the Company has constituted and established aCompensation Committee (the “Committee”) with the authority, responsibility and specific duties as
described in this Compensation Committee Charter (this “Charter”). This Charter does not derogate fromnor supersede, and instead will be read in conjunction with, the terms set forth in the Compensation Policy(the “Compensation Policy”) to be recommended to the Board by the Committee, and adopted by the Boardand the Company’s shareholders in accordance with the requirements set forth in the Israeli Companies Law,5759-1999 (the “Companies Law”). If any term of this Charter contradicts the requirements under theCompanies Law relating to the Compensation Policy, or the Compensation Policy itself, then the terms of theCompanies Law and the Compensation Policy will prevail.
It is hereby further clarified, that for as long as the Company has adopted the Companies Regulations(Relief for Companies Traded on a Stock Exchange Outside of Israel), 5760-2000 (“Relief Regulations”),
any requirements below from which the Company opted-out (relating to External Directors and committee
composition and participation) in accordance with the Relief Regulations, shall not apply.

I.

PurposeThe purposes of the Committee are to:(a) assist the Board in fulfilling its responsibilities relating to compensation of the Company’s
directors, Chief Executive Officer and other “office holders” (as defined under the Companies Law);(b)

assist the Board in administering the Company’s equity incentive plans; and(c) produce an annual report on executive compensation for public disclosure in the proxystatement for the Company’s annual general meeting of shareholders or otherwise (pursuant to Item 407(e)(5)of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”)), to the extent
required under applicable securities laws and the rules and regulations promulgated thereunder or as otherwise
deemed advisable by the Committee.
The purposes and further provisions specified in this Charter are meant to serve as guidelines, aresubject to applicable law, and the Committee is delegated the authority to adopt such additional procedures
and standards as it deems necessary or advisable from time to time to fulfill its responsibilities. Unlessotherwise prescribed in this Charter, the Articles of Association of the Company or applicable law, the rules
and procedures applicable to the operation of the Board shall apply to the operation of the Committee withany necessary changes. Nothing herein is intended to expand applicable standards of liability under Israeli orU.S. federal law for directors of a corporation.

II.

Membership
The Committee’s membership shall satisfy the following requirements:● The Committee shall have three or more members.
● The members of the Committee shall be independent (an “Independent Director”) (or be subject to anapplicable exception) as determined in accordance with applicable law, including Rule 10C-1 of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the NASDAQ Stock Market
Rules (the “NASDAQ Rules”).

● Each “external director” appointed under the Companies Law (an “External Director”) shall be a memberof the Committee.
Notwithstanding the foregoing, the Chairman of the Board or any director employed by or otherwise
providing services to the Company or to a Controlling Shareholder (as such term is defined under theCompanies Law) or any entity controlled by a Controlling Shareholder of the Company may not serve on the1Committee. Each member of the Committee who is not an External Director must be a director whose
compensation does not exceed the amounts being paid to the External Directors.
Subject to applicable law (i) the Committee’s members shall be appointed by and serve at thediscretion of the Board, (ii) members shall serve until their successors are duly designated and qualified, (iii)
any member of the Committee may be removed at any time, with or without cause, by a resolution of theBoard, and (iv) any vacancy on the Committee occurring for any cause whatsoever may be filled by aresolution of the Board.
The Committee’s Chairperson shall be designated by the Board, and shall be an External Director. A
majority of the members of the Committee shall constitute a quorum for the transaction of business, and theact of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee,
provided, however, that at least one of those present shall be an External Director.

III.

Meetings and Authority
The Committee shall meet as circumstances require.

The chairperson of the Committee will preside at each meeting of the Committee and, in consultation
with the other members of the Committee then present, shall determine the length of such meeting and theagenda of items to be addressed at such meeting. The presence (in person or via telephone or other meansof communication) of a majority of the members of the Committee shall constitute a quorum for thetransaction of business at a meeting of the Committee, and the act of a majority of those present at any meetingat which there is a quorum and who are entitled to vote on the matter shall be the act of the Committee.
The Committee may ask members of management or others to attend meetings and provide pertinent
information, as necessary. Notwithstanding the foregoing, (1) any person who is, pursuant to the Companies
Law, forbidden from serving as a member of the Committee, shall not be present at any meeting of theCommittee (during its discussions or its decision making), unless the Committee’s chairperson has determinedthat such person is required during the presentation of a certain topic to the Committee, provided, however,that an employee of the Company, who is not a Controlling Shareholder or Relative thereof (as such term isdefined under the Companies Law), is permitted to be present for the discussions, but not the decision making,that take place at a meeting, and provided, further, that the Company’s legal counsel and the Company’s
secretary, who are not Controlling Shareholders or Relatives thereof, are permitted, if the Committee sorequests, to be present at a meeting (during discussions or decision making), and (2) the Chief Executive
Officer (“CEO”) shall not be present during voting or deliberations on his or her compensation.
Subject to applicable law, the Committee may delegate its authority to subcommittees establishedfrom time to time by the Committee. Such subcommittees shall consist of one or more members of theCommittee or the Board and shall report to the Committee. Persons who are not members of the Committeeor the Board may serve in a subcommittee of the Committee whose function is merely to advise or submit
recommendations to the Committee or Board of Directors.

IV.

Retention of Outside Advisers

The Committee shall have the power, without Board approval and at the Company’s expense (whichshall be funded appropriately by the Company), to retain, oversee the work of, and subsequently terminate
independent, outside legal counsel, compensation consultants and other experts and consultants to assist theCommittee in connection with its responsibilities, and shall have the sole and direct authority to approve such
advisers’ compensation and other retention terms.
The Committee may select a compensation consultant, legal counsel or other adviser to the Committee
only after taking into consideration, all factors relevant to that person's independence from the Company’smanagement, including the following:(a) The provision of other services to the Company by the person that employs the compensation
consultant, legal counsel or other adviser;(b)

The amount of fees received from the Company by the person that employs the compensation2

consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs thecompensation consultant, legal counsel or other adviser;(c) The policies and procedures of the person that employs the compensation consultant, legal
counsel or other adviser that are designed to prevent conflicts of interest;(d) Any business or personal relationship of the compensation consultant, legal counsel or otheradviser with a member of the Committee;(e) Any ordinary shares of the Company owned by the compensation consultant, legal counsel orother adviser; and(f) Any business or personal relationship of the compensation consultant, legal counsel, otheradviser or the person employing the adviser with an executive officer of the Company.
None of the above independence criteria shall: (a) require the Committee to implement or act
consistently with the advice or recommendations of the compensation consultant, independent legal counsel
or other adviser to the Committee; or (b) affect the ability or obligation of the Committee to exercise its own
judgment in fulfillment of the duties of the Committee.
Furthermore, none of the above criteria need be considered by the Committee in retaining an adviser
who only provides (i) consulting on any broad-based plan that does not discriminate in scope, terms, oroperation, in favor of executive officers or directors of the Company, and that is available generally to allsalaried employees of the Company; or (ii) information that either is not customized for the Company or thatis customized based on parameters that are not developed by the compensation consultant.

V.

Duties and Responsibilities

The Committee shall have the power and authority of the Board to perform the duties and to fulfill
the responsibilities detailed below. The Committee’s approval of any matter below shall not derogate fromthe requirements of the Companies Law pursuant to which approval of the Board and, in certain cases, theCompany’s shareholders is required for certain acts or transactions, and under such circumstances theCommittee’s approval shall constitute only a recommendation to any such body.

1.

Recommending to the Board the initial Compensation Policy of the Company and subsequently
reviewing from time to time and recommending to the Board for determination the overall compensation
policies of the Company with respect to the CEO and other officers, with a view to rewarding
management appropriately for its contributions to the Company’s growth and profitability and aligning
the Company’s compensation policies with its objectives and shareholders’ interests, in each case taking
into account the Compensation Policy.

2.

Recommending whether the Company’s then-current Compensation Policy should continue in effect, if
the then-current policy has a term of greater than three years (approval of either a new Compensation
Policy or the continuation of an existing Compensation Policy must in any case occur every three years).

3.

Assessing the implementation of the Compensation Policy and recommending to the Board periodic
updates to the Compensation Policy.

4.

Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO andother officers, consistent with the Compensation Policy, evaluating the performance of the CEO andother officers in light of such goals and objectives, and determining the compensation of the CEO andother officers based on such evaluation.

5.

Reviewing and, subject to applicable law, recommending for Board approval, the grant of options,restricted shares, share appreciation rights and other equity-based grants (each, an “Award”) consistent
with the Company’s incentive compensation plans (collectively, the “Plans”) and compensation
strategy, and, subject to applicable law, administering the Plans The Committee may makerecommendations to the Board with respect to incentive compensation plans, including reservation ofshares for issuance thereunder.
36.

Determining whether to approve transactions with Office Holders (as defined in the Companies Law)that include employment or retention terms that require approval under Sections 272, 273 or 275 of theCompanies Law.

7.

Determining whether to exempt from the requirement of shareholder approval the terms of employment
and compensation of a prospective CEO of the Company if the required conditions therefore are met
under Section 272(c1)(3) of the Companies Law.

8.

Oversee compliance with the compensation reporting requirements of the SEC to the extent applicableor to the extent the Committee determines that disclosures are desirable even if not required.

9.

Review, periodically evaluate and make recommendations to the Board regarding the compensation andbenefits for the Company’s non-employee directors, taking into account the Compensation Policy.

10. Determine whether to recommend that the Board adopt a share ownership policy for directors andexecutive officers.

11. Periodically review, evaluate and make recommendations regarding management succession anddevelopment.

12. Perform such other activities and functions as are required by applicable law, stock exchange rules orprovisions in the Company’s charter documents, or as are otherwise necessary and advisable, in its or
the Board’s discretion, for the efficient discharge of its duties.

VI.

Reporting

The Committee will apprise the Board regularly of its decisions and recommendations and ofsignificant developments in the course of performing the above responsibilities and duties.

VII.

Review

The Committee shall from time-to-time review and assess the adequacy of this Charter (including thestructure, processes and membership requirements of the Committee) and recommend any proposed changes
to the Board for approval. In addition, the Committee shall annually review its own performance.

VIII. Minutes
The Committee will maintain written minutes of its meetings.
***Last amended: July 28, 2021

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