EX-10.10





 Exhibit 10.10 

Execution Copy 

COMPENSATION POLICY 

OTONOMO TECHNOLOGIES LTD. 

Compensation Policy for Executive Officers and Directors 

(As Adopted by the Shareholders on [_____], 2021) 
  

	A.	 Overview and Objectives 



 

	1.	 Introduction 



This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or
“Policy”) of Otonomo Technologies Ltd. (“Otonomo” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 (the “Companies Law”). 

Compensation is a key component of Otonomo’s overall human capital strategy to attract, retain, reward, and motivate highly skilled
individuals that will enhance Otonomo’s value and otherwise assist Otonomo to reach its business and financial long-term goals. Accordingly, the structure of this Policy is established to tie the compensation of each officer to Otonomo’s
goals and performance. 
 For purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is
defined in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, Otonomo’s directors. 
 This
policy is subject to applicable law and is not intended, and should not be interpreted as limiting or derogating from, provisions of applicable law to the extent not permitted. 

This Policy shall apply to compensation agreements and arrangements which will be approved after the date on which this Policy is adopted and
shall serve as Otonomo’s Compensation Policy for three (3) years, commencing as of its adoption, unless amended earlier. 
 The
Compensation Committee and the Board of Directors of Otonomo (the “Compensation Committee” and the “Board”, respectively) shall review and reassess the adequacy of this Policy from time to time, as required by the
Companies Law. 
  

	2.	 Objectives 



Otonomo’s objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute
to Otonomo’s success and enhance shareholder value, while demonstrating professionalism in a highly achievement-oriented culture that is based on merit and rewards excellent performance in the long term, and embedding Otonomo’s core values
as part of a motivated behavior. To that end, this Policy is designed, among others: 
  

	 	2.1.	 To closely align the interests of the Executive Officers with those of Otonomo’s shareholders in order to
enhance shareholder value; 


  

	 	2.2.	 To align a significant portion of the Executive Officers’ compensation with Otonomo’s short and
long-term goals and performance; 


  

	 	2.3.	 To provide the Executive Officers with a structured compensation package, including competitive salaries,
performance-motivating cash and equity incentive programs and benefits, and to be able to present to each Executive Officer an opportunity to advance in a growing organization; 



 

	 	2.4.	 To strengthen the retention and the motivation of Executive Officers in the long term; 



 

	 	2.5.	 To provide appropriate awards in order to incentivize superior individual excellency and corporate performance;
and 


  

	 	2.6.	 To maintain consistency in the way Executive Officers are compensated. 















	3.	 Compensation Instruments 



Compensation instruments under this Policy may include the following: 
  


	 	3.1.	 Base salary; 


  

	 	3.2.	 Benefits; 


  

	 	3.3.	 Cash bonuses; 


  

	 	3.4.	 Equity based compensation; 



 

	 	3.5.	 Change of control terms; and 



 

	 	3.6.	 Retirement and termination terms. 



 

	4.	 Overall Compensation—Ratio Between Fixed and Variable Compensation 



 

	 	4.1.	 This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and benefits)
and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately incentivize Executive Officers to meet Otonomo’s short and long-term goals while taking into
consideration the Company’s need to manage a variety of business risks. 


  

	 	4.2.	 The total annual bonus and equity-based compensation of each Executive Officer shall not exceed 125% of the
total compensation package of such Executive Officer on an annual basis. 


  

	5.	 Inter-Company Compensation Ratio 



 

	 	5.1.	 In the process of drafting and updating this Policy, Otonomo’s Board and Compensation Committee have
examined the ratio between employer cost associated with the engagement of the Executive Officers, including directors, and the average and median employer cost associated with the engagement of Otonomo’s other employees (including contractor
employees as defined in the Companies Law) (the “Ratio”). 


  

	 	5.2.	 The possible ramifications of the Ratio on the daily working environment in Otonomo were examined and will
continue to be examined by Otonomo from time to time in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in Otonomo. 



 

	B.	 Base Salary and Benefits 



 

	6.	 Base Salary 


  

	 	6.1.	 A base salary provides stable compensation to Executive Officers and allows Otonomo to attract and retain
competent executive talent and maintain a stable management team. The base salary varies among Executive Officers, and is individually determined according to the educational background, prior vocational experience, qualifications, company’s
role, business responsibilities and the past performance of each Executive Officer. 


  

	 	6.2.	 Since a competitive base salary is essential to Otonomo’s ability to attract and retain highly skilled
professionals, Otonomo will seek to establish a base salary that is competitive with base salaries paid to Executive Officers in a peer group of other companies operating in technology sectors which are similar in their characteristics to
Otonomo’s, as much as possible, while considering, among others, such companies’ size and characteristics including their revenues, profitability rate, growth rates, market capitalization, number of employees and operating arena (in Israel
or globally), the list of which shall be reviewed and approved by the Compensation Committee at least every two years. Such list shall include at least 10 companies. To that end, Otonomo shall utilize as a reference, comparative market data and
practices, which will include a compensation survey that compares and analyses the level of the overall compensation package offered to an Executive Officer of Otonomo with compensation packages in similar positions to that of the relevant officer)
in such companies. Such compensation survey may be conducted internally or through an external independent consultant. Information on such compensation survey shall be included in the proxy statement published in connection with the annual general
meeting of Otonomo’s shareholders. 















	 	6.3.	 The Compensation Committee and the Board may periodically consider and approve base salary adjustments for
Executive Officers. The main considerations for salary adjustment are similar to those used in initially determining the base salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or
contractual requirements, budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing compensation arrangements of the Executive Officer whose base salary is being considered for
adjustment. 


  

	7.	 Benefits 


  

	 	7.1.	 The following benefits may be granted to the Executive Officers in order, among other things, to comply with
legal requirements: 


  

	 	7.1.1.	 Vacation days in accordance with market practice; 



 

	 	7.1.2.	 Sick days in accordance with market practice; 



 

	 	7.1.3.	 Convalescence pay according to applicable law; 



 

	 	7.1.4.	 Monthly remuneration for a study fund, as allowed by applicable law and with reference to Otonomo’s
practice and the practice in peer group companies; 


  

	 	7.1.5.	 Otonomo shall contribute on behalf of the Executive Officer to an insurance policy or a pension fund, as
allowed by applicable law and with reference to Otonomo’s policies and procedures and the practice in peer group companies (including contributions on bonus payments); and 



 

	 	7.1.6.	 Otonomo shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed by
applicable law and with reference to Otonomo’s policies and procedures and to the practice in peer group companies. 


  

	 	7.2.	 Non-Israeli Executive Officers may receive other similar, comparable or
customary benefits as applicable in the relevant jurisdiction in which they are employed. Such customary benefits shall be determined based on the methods described in Section 6.2 of this Policy (with the necessary changes and adjustments).



  

	 	7.3.	 In events of relocation or repatriation of an Executive Officer to another geography, such Executive Officer
may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed or additional payments to reflect adjustments in cost of living. Such benefits shall include reimbursement for out
of pocket one-time payments and other ongoing expenses, such as housing allowance, car allowance, and home leave visit, etc. 



 

	 	7.4.	 Otonomo may offer additional benefits to its Executive Officers, which will be comparable to customary market
practices, such as, but not limited to: cellular and land line phone benefits, company car and travel benefits, reimbursement of business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits
(such as newspaper subscriptions, academic and professional studies), etc., provided, however, that such additional benefits shall be determined in accordance with Otonomo’s policies and procedures. 



 

	C.	 Cash Bonuses 



 

	8.	 Annual Cash Bonuses—The Objective 



 

	 	8.1.	 Compensation in the form of an annual cash bonus is an important element in aligning the Executive
Officers’ compensation with Otonomo’s objectives and business goals. Therefore, a pay-for-performance element, as payout eligibility and levels are determined
based on actual financial and operational results, as well as individual performance. 


  

	 	8.2.	 An annual cash bonus may be awarded to Executive Officers upon the attainment of
pre-set periodical objectives and individual targets determined by the Compensation Committee (and, if required by law, by the Board) at the beginning of each calendar year, or upon engagement, in case of
newly hired Executive Officers, taking into account Otonomo’s short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum thresholds that
must be met for entitlement to the annual cash bonus (all or any portion thereof) 















	 	
and the formula for calculating any annual cash bonus payout, with respect to each calendar year, for each Executive Officer. In special circumstances, as determined by the Compensation Committee
and the Board (e.g., regulatory changes, significant changes in Otonomo’s business environment, a significant organizational change, a significant merger and acquisition events etc.), the Compensation Committee and the Board may modify the
objectives and/or their relative weights during the calendar year. 

  

	 	8.3.	 In the event the service of an Executive Officer is terminated prior to the end of a fiscal year, Otonomo may
(but shall not be obligated to) pay such Executive Officer a full annual cash bonus or a prorated one. 


  

	 	8.4.	 The actual annual cash bonus to be awarded to Executive Officers shall be approved by the Compensation
Committee and the Board. 


  

	9.	 Annual Cash Bonuses—The Formula 



 

	 	Executive	 Officers other than the CEO 



 

	 	9.1.	 The annual cash bonus of Otonomo’s Executive Officers, other than the chief executive officer (the
“CEO”), will be based on performance objectives and a discretionary evaluation of the Executive Officer’s overall performance by the CEO and subject to minimum thresholds. The performance objectives will be approved by
Otonomo’s CEO at the commencement of each calendar year (or upon engagement, in case of newly hired Executive Officers or in special circumstances as indicated in Section 8.2 above) on the basis of, but not limited to, company, division
and individual objectives. The performance measurable objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on overall company performance measures, which are based on
actual financial and operational results, such as revenues, operating income and cash flow (at least 25% of the annual cash bonus will be based on overall company performance measures) and may further include, divisional or personal objectives which
may include operational objectives, such as market share, initiation of new markets and operational efficiency, customer focused objectives, project milestones objectives and investment in human capital objectives, such as employee satisfaction,
employee retention and employee training and leadership programs. 


  

	 	9.2.	 The target annual cash bonus that an Executive Officer, other than the CEO, will be entitled to receive for any
given calendar year, will not exceed 100% of such Executive Officer’s annual base salary. 


  

	 	9.3.	 The maximum annual cash bonus including for overachievement performance that an Executive Officer, other than
the CEO, will be entitled to receive for any given calendar year, will not exceed 150% in of such Executive Officer’s annual base salary. 


  

	 	CEO	 


  

	 	9.4.	 The annual cash bonus of Otonomo’s CEO will be mainly based on performance measurable objectives and
subject to minimum thresholds as provided in Section 8.2 above. Such performance measurable objectives will be determined annually by Otonomo’s Compensation Committee (and, if required by law, by Otonomo’s Board) at the commencement
of each calendar year (or upon engagement, in case of newly hired CEO or in special circumstances as indicated in Section 8.2 above) on the basis of, but not limited to, company and personal objectives. These performance measurable objectives,
which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on overall company performance measures, which are based on actual financial and operational results, such as revenues, sales,
operating income, cash flow or Company’s annual operating plan and long-term plan. 


  

	 	9.5.	 The less significant part of the annual cash bonus granted to Otonomo’s CEO, and in any event not more
than 30% of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria. 



 

	 	9.6.	 The target annual cash bonus that the CEO will be entitled to receive for any given calendar year, will not
exceed 100% of his or her annual base salary. 


  

	 	9.7.	 The maximum annual cash bonus including for overachievement performance that the CEO will be entitled to
receive for any given calendar year, will not exceed 150% of his or her annual base salary. 















	10.	 Other Bonuses 



 

	 	10.1.	 Special Bonus. Otonomo may grant its Executive Officers a special bonus as an award for special
achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan under exceptional circumstances or special recognition in case of retirement) or as a retention award at the CEO’s discretion
(and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Special Bonus”). The Special Bonus will not exceed 100% of the Executive Officer’s
annual base salary. 


  

	 	10.2.	 Signing Bonus. Otonomo may grant a newly recruited Executive Officer a signing bonus at the CEO’s
discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Signing Bonus”). The Signing Bonus will not exceed 150% of the Executive
Officer’s annual base salary. 


  

	 	10.3.	 Relocation/ Repatriation Bonus. Otonomo may grant its Executive Officers a special bonus in the event of
relocation or repatriation of an Executive Officer to another geography (the “Relocation Bonus”). The Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 100% of
the Executive Officer’s annual base salary. 


  

	 	10.4.	 Discretion Regarding Reducing a Bonus. The Compensation Committee and the Board of Directors of Otonomo
shall be entitled, in exceptional cases, at their discretion, to reduce or cancel a bonus to an Executive Officer. 


  

	11.	 Compensation Recovery (“Clawback”) 



 

	 	11.1.	 In the event of an accounting restatement, Otonomo shall be entitled to recover from its Executive Officers
(whether or not employed by the Company at such time) the bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded what would have been paid under the financial statements, as restated, provided
that a claim is made by Otonomo prior to the second anniversary of fiscal year end of the restated financial statements. 


  

	 	11.2.	 Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:



  

	 	11.2.1.	 The financial restatement is required due to changes in the applicable financial reporting standards; or



  

	 	11.2.2.	 The Compensation Committee has determined that Clawback proceedings in the specific case would be impossible,
impractical or not commercially or legally efficient. 


  

	 	11.3.	 Nothing in this Section 11 derogates from any other “Clawback” or similar provisions regarding
disgorging of profits imposed on Executive Officers by virtue of applicable securities laws. 


  

	D.	 Equity Based Compensation 



 

	12.	 The Objective 



 

	 	12.1.	 The equity-based compensation for Otonomo’s Executive Officers is designed in a manner consistent with the
underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the Executive Officers’ interests with the long-term interests of Otonomo and its shareholders, and
to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.



  

	 	12.2.	 The equity-based compensation offered by Otonomo is intended to be in a form of share options and/or other
equity-based awards, such as RSUs, in accordance with the Company’s equity incentive plan in place as may be updated from time to time. 


  

	 	12.3.	 All equity-based incentives granted to Executive Officers shall be subject to vesting periods in order to
promote long-term retention of the awarded Executive Officers. Unless determined otherwise in a specific award agreement approved by the Compensation Committee and the Board, grants to Executive Officers other than
non-employee directors shall vest gradually over a period of between three (3) to five (5) years or based on performance. The exercise price of options shall be determined in accordance with
Otonomo’s policies, the main terms of which shall be disclosed in the annual report of Otonomo. 















	 	12.4.	 All other terms of the equity awards shall be in accordance with Otonomo’s incentive plans and other
related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, extend the period of time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting
period of any Executive Officer’s awards, including, without limitation, in connection with a corporate transaction involving a change of control, subject to any additional approval as may be required by the Companies Law.



  

	13.	 General Guidelines for the Grant of Awards 



 

	 	13.1.	 The equity-based compensation shall be granted from time to time and be individually determined and awarded
according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the Executive Officer. 



 

	 	13.2.	 In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee and
Board shall consider the factors specified in Section 13.1 above, and in any event the total fair market value of an annual equity-based compensation at the time of grant shall not exceed: (i) with respect to the CEO—the higher of
(w) 500% of his or her annual base salary or (x) 0.5% of the Company’s fair market value; and (ii) with respect to each of the other Executive Officers—the higher of (y) 300% of his or her annual base salary or
(z) 0.35% of the Company’s fair market value. 


  

	 	13.3.	 The fair market value of the equity-based compensation for the Executive Officers will be determined according
to acceptable valuation practices at the time of grant. 


  

	 	13.4.	 The Board considered the possibility of determining a ceiling for the exercise value of the equity-based
compensation and decided, taking into account the purpose of the equity-based compensation, not to set such a ceiling in this Policy. 


  

	E.	 Retirement and Termination of Service Arrangements 



 

	14.	 Advanced Notice Period 



Otonomo may provide an Executive Officer, other than the CEO, according to his/her seniority in the Company, his/her contribution to the
Company’s goals and achievements and the circumstances of retirement and the CEO a prior notice of termination of up to twelve (12months in the case of the CEO and six (6) months in the case of other Executive Officers, during which the
Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation. Otonomo shall be entitled to waive the employment or service of an Executive Officer (including the CEO)
during the course of the prior notice period, in whole or in part, provided that it continues to make all of the payments and provide all benefits s/he is due under his/her employment agreement and applicable law.
Alternatively, Otonomo shall be entitled to terminate the Executive Officer’s (including Otonomo CEO) service without prior notice provided that the Company pays the officer (including Otonomo CEO), on the date of the termination of his
employment, payments that shall not be less than the payments he is owed in lieu of the prior notice period (and, without limitation salary, vacation days and all payments and benefits he is due under this employment agreement and applicable
law).] 
  

	15.	 Adjustment Period 



Otonomo may provide an additional adjustment period of up to six (6) months to an Executive Officer, other than the CEO, according to
his/her seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of retirement and to the CEO, during which the Executive Officer may be entitled to all of the compensation elements, and to
the continuation of vesting of his/her equity-based compensation. 
  

	16.	 Additional Retirement and Termination Benefits 



Otonomo may provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory
severance pay under Israeli labor laws), or which will be comparable to customary market practices. 
  

	17.	 Non-Compete Grant 



Upon termination of service and subject to applicable law, Otonomo may grant to its Executive Officers a
non-compete grant as an incentive to refrain from competing with Otonomo for a defined period of time. The terms and conditions of the non-compete grant shall be decided
by the Board and shall not exceed such Executive Officer’s monthly base salary multiplied by twelve (12). 













	18.	 Limitation Retirement and Termination of Service Arrangements 



In addition to the Advance Notice Period, Otonomo may provide an adjustment period/retirement payment that will be determined by, among other
things, taking into consideration the Executive Officer’s seniority in the Company, his or her performance during employment, his or her contribution to Otonomo achieving its goals and the circumstances of the Executive Officer’s
retirement or termination. The maximum adjustment period/retirement payment that may be paid to each Executive Officer shall be up to twelve (12) monthly Base Salaries and may only be granted to Executive Officers who have served in Otonomo for
at least twelve (12) months. The total non-statutory payments under Section 14-17 above shall not exceed the Executive Officer’s monthly base salary
multiplied by eighteen (18 
  

	F.	 Exculpation, Indemnification and Insurance 



 

	19.	 Exculpation 



Otonomo may exempt its directors and Executive Officers in advance for all or any of his/her liability for damage in consequence of a breach of
the duty of care vis-a-vis Otonomo, to the fullest extent permitted by applicable law. 
  

	20.	 Insurance and Indemnification 



 

	 	20.1.	 Otonomo may indemnify its directors and Executive Officers to the fullest extent permitted by applicable law,
for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement between such individuals and Otonomo, all subject to applicable law and the Company’s articles of association.



  

	 	20.2.	 Otonomo will provide directors’ and officers’ liability insurance (the “Insurance
Policy”) for its directors and Executive Officers as follows: 


  

	 	20.2.1.	 The limit of liability of the insurer shall not exceed the greater of $100 million or 50% of the
Company’s shareholders equity based on the most recent financial statements of Otonomo at the time of approval by the Compensation Committee; and 


  

	 	20.2.2.	 The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be
approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering Otonomo’s exposures, the scope of coverage and the market conditions and that the Insurance Policy
reflects the current market conditions, and it shall not materially affect the Company’s profitability, assets or liabilities. 


  

	 	20.3.	 Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board),
Otonomo shall be entitled to enter into a “run off” Insurance Policy of up to seven (7) years, with the same insurer or any other insurance, as follows: 



 

	 	20.3.1.	 The limit of liability of the insurer shall not exceed the greater of $100 million or 50% of the
Company’s shareholders equity based on the most recent financial statements of Otonomo at the time of approval by the Compensation Committee; 


  

	 	20.3.2.	 The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be
approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering the Company’s exposures covered under such policy, the scope of cover and the market conditions, and
that the Insurance Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities. 



 

	 	20.4.	 Otonomo may extend the Insurance Policy in place to include cover for liability pursuant to a future public
offering of securities as follows: 


  

	 	20.4.1.	 The Insurance Policy, as well as the additional premium shall be approved by the Compensation Committee (and if
required by law, by the Board) which shall determine that the sums are reasonable considering the exposures pursuant to such public offering of securities, the scope of cover and the market conditions and that the Insurance Policy reflects the
current market conditions, and it does not materially affect the Company’s profitability, assets or liabilities. 















	G.	 Arrangements upon Change of Control 



 

	 	21.	 The following benefits may be granted to the Executive Officers in addition to the benefits applicable in the
case of any retirement or termination of service upon, or in connection with, a “Change of Control” as shall be defined in the respective incentive plan or employment or service agreement: 



 

	 	21.1.	 Vesting acceleration of outstanding options or other equity-based awards; 



 

	 	21.2.	 Extension of the exercising period of equity-based compensation for Otonomo’s Executive Officer for a
period of up to one (1) year in case of an Executive Officer other than the CEO and two (2) years in case of the CEO, following the date of service termination; and 



 

	 	21.3.	 Up to an additional six (6) months of continued base salary and benefits following the date of service
termination (the “Additional Adjustment Period”). For avoidance of doubt, such additional Adjustment Period shall be in addition to the advance notice and adjustment periods pursuant to Sections 14 and 15 of this Policy, but subject
to the limitation set forth in Section 18 of this Policy. 


  

	 	21.4.	 A cash bonus not to exceed 150% of the Executive Officer’s annual base salary in case of an Executive
Officer other than the CEO and 200% in case of the CEO. 


  

	H.	 Board of Directors Compensation 



 

	22.	 The following benefits may be granted to Otonomo’s Board members: 



 

	 	22.1.	 All of Otonomo’s Board members, excluding the chairman of the Board, may be entitled to an annual cash fee
retainer of up to US$ 30,000, committee membership annual cash fee retainer of up to US$ 20,000 and committee chairperson annual cash fee retainer of up to US$ 30,000. The chairperson of Otonomo’s Board may be entitled to an annual cash fee
retainer of up to US$ 50,000. 


  

	 	22.2.	 The compensation of the Company’s external directors, if elected, shall be in accordance with the
Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such
regulations may be amended from time to time. 


  

	 	22.3.	 Notwithstanding the provisions of Sections 22.1 above, in special circumstances, such as in the case of a
professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation may be different than the compensation of all other directors and may be greater than the maximal amount
allowed under Section 22.1. 


  

	 	22.4.	 Each member of Otonomo’s Board (excluding the chairman of the Board) may be granted an initial
equity-based award in a value of up to US$ 300,000 and annual grants in a value of up to US$ 200,000 each. The equity-based awards shall vest annually over a period of between one (1) to four (4) years. 



 

	 	22.5.	 The chairperson of Otonomo’s Board may be granted an initial equity-based award in a value of up to US$
400,000 and annual grants in a value of up to US$ 250,000 each. The equity-based awards shall vest annually over a period of between one (1) to four (4) years. 



 

	 	22.6.	 In addition, members of Otonomo’s Board may be entitled to reimbursement of expenses in connection with
the performance of their duties. 


  

	 	22.7.	 It is hereby clarified that the compensation (and limitations) stated under Section H will not apply to
directors who serve as Executive Officers. 


  

	I.	 Miscellaneous 



 

	 	23.	 Nothing in this Policy shall be deemed to grant any of Otonomo’s Executive Officers or employees or any
third party any right or privilege in connection with their employment oby the Company. Such rights and privileges shall be governed by the respective personal employment agreements. The Board may determine that none or only part of the payments,
benefits and perquisites detailed in this Policy shall be granted, and is authorized to cancel or suspend a compensation package or part of it. 















	 	24.	 An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved by
the CEO, provided that the amended terms of employment are in accordance with this Policy. An “Immaterial Change in the Terms of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to
Otonomo not exceeding an amount equal to three (3) monthly base salaries of such employee. 


  

	 	25.	 In the event that new regulations or law amendment in connection with Executive Officers’ and
directors’ compensation will be enacted following the adoption of this Policy, Otonomo may follow such new regulations or law amendments, even if such new regulations are in contradiction to the compensation terms set forth herein.



 ********************* 

This Policy is designed solely for the benefit of Otonomo and none of the provisions thereof are intended to provide any rights or remedies to
any person other than Otonomo.