Exhibit
10.6


 


 


 


COMPENSATION
POLICY


 


MONDAY.COM
LTD.


 


Compensation
Policy for Executive Officers and Directors


 


(As
Adopted 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 monday.com Ltd. (“monday” or the “Company”), in accordance
with the requirements of the Companies Law, 5759-1999 (the “Companies Law”).


 


Compensation
is a key component of monday’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals
that will enhance monday’s value and otherwise assist monday 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 monday’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, monday’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 monday’s Compensation Policy for five (5) years, commencing as of its adoption, unless amended earlier.


 


The
Compensation Committee and the Board of Directors of monday (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
                                         



 


monday’s
objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute
to monday’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 monday’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 monday’s shareholders
                                         in order to enhance shareholder value;



 


		2.2.	To
                                         align a significant portion of the Executive Officers’ compensation with monday’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;



 






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		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 monday’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 target bonus and equity-based compensation per vesting annum (based on the
                                         fair market value at the time of grant calculated on a liner basis) of each Executive
                                         Officer shall not exceed 95% of such Executive Officer’s total compensation package
                                         for such year.



 


		5.	Inter-Company
                                         Compensation Ratio



 


		5.1.	In
                                         the process of drafting and updating this Policy, monday’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 monday’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 monday were examined
                                         and will continue to be examined by monday 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 monday.



 


B.
Base Salary and Benefits


 








		6.	Base
                                         Salary 



 


		6.1.	A
                                         base salary provides stable compensation to Executive Officers and allows monday 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 monday’s ability to attract and retain
                                         highly skilled professionals, monday 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 monday’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. To that end, monday 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 the Company 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.



 






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		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. Any limitation
                                         herein based on the annual base salary shall be calculated based on the monthly base
                                         salary applicable at the time of consideration of the respective grant or benefit.



 


		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 monday’s
                                         practice and the practice in peer group companies (including contributions on bonus payments);



 


		7.1.5.	monday
                                         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 monday’s policies and
                                         procedures and the practice in peer group companies (including contributions on bonus
                                         payments); and



 


		7.1.6.	monday
                                         shall contribute on behalf of the Executive Officer towards work disability insurance,
                                         as allowed by applicable law and with reference to monday’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 may 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.	monday
                                         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
                                         monday’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 monday’s objectives and business goals. Therefore,
                                         annual cash bonuses will reflect a pay-for-performance element, with payout eligibility
                                         and levels determined based on actual business results, in addition to other factors
                                         the Compensation Committee may determine, including individual performance.



 






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		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) for each fiscal year, or in connection with such
                                         officer’s engagement, in case of newly hired Executive Officers, taking into account
                                         monday’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 fiscal year, for each Executive Officer. In special circumstances, as determined
                                         by the Compensation Committee and the Board (e.g., regulatory changes, significant changes
                                         in monday’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 fiscal year, or may modify payouts
                                         following the conclusion of the year.



 


		8.3.	In
                                         the event the employment of an Executive Officer is terminated prior to the end of a
                                         fiscal year, the Company may (but shall not be obligated to) pay such Executive Officer
                                         an annual cash bonus (which may or may not be pro-rated).



 


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



 


		9.	Annual
                                         Cash Bonuses - The Formula 



 


Executive
Officers other than monday's CEO





 


		9.1.	The
                                         performance objectives for the annual cash bonus of monday’s Executive Officers,
                                         other than monday's chief executive officer (the “CEO”), may be approved
                                         by monday’s CEO (in lieu of the Compensation Committee) and may be based on 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,
                                         may be based on business results, such as (by way of example and not by way of limitation)
                                         revenues, operating income and cash flow and may further include, divisional or personal
                                         objectives which may include operational objectives, such as (by way of example and not
                                         by way of limitation) market share, initiation of new markets and operational efficiency,
                                         customer focused objectives, project milestones objectives and investment in human capital
                                         objectives, such as (by way of example and not by way of limitation) employee satisfaction,
                                         employee retention and employee training and leadership programs. The Company may also
                                         grant annual cash bonuses to monday’s Executive Officers, other than monday's CEO,
                                         on a discretionary basis.



 


		9.2.	The
                                         target annual cash bonus that an Executive Officer, other than monday's CEO, will be
                                         entitled to receive for any given fiscal 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 monday's CEO, will be entitled to receive for any given fiscal year,
                                         will not exceed 200% of such Executive Officer’s annual base salary.



 


CEO


 


		9.4.	The
                                         annual cash bonus of monday’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 monday’s Compensation Committee
                                         (and, if required by law, by monday’s Board) and will be based on 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 (by way of example and not by way of limitation) revenues, sales, operating
                                         income, cash flow or Company’s annual operating plan and long-term plan.



 






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		9.5.	The
                                         less significant part of the annual cash bonus granted to monday’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 monday's CEO will be entitled to receive for any given
                                         fiscal year, will not exceed 100% of his or her annual base salary.



 


		9.7.	The
                                         maximum annual cash bonus including for overachievement performance that monday's CEO
                                         will be entitled to receive for any given fiscal year, will not exceed 200% of his or
                                         her annual base salary.



 


		10.	Other
                                         Bonuses 



 


		10.1.	Special
                                         Bonus. monday 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 for Executive
                                         Officers other than monday's CEO (and in the CEO’s case, at the Compensation Committee’s
                                         and the Board’s discretion), subject to any additional approval as may be required
                                         by the Companies Law (the “Special Bonus”). Any such Special Bonus
                                         will not exceed 200% of the Executive Officer’s annual base salary. Special Bonus
                                         can be paid, in whole or in part, in equity in lieu of cash.



 


		10.2.	Signing
                                         Bonus. monday may grant a newly recruited Executive Officer a signing bonus, at the
                                         CEO’s discretion for Executive Officers other than monday's CEO (and in the CEO’s
                                         case, at the Compensation Committee’s and the Board’s discretion), subject
                                         to any additional approval as may be required by the Companies Law (the “Signing
                                         Bonus”). Any such Signing Bonus will not exceed 100% of the Executive Officer’s
                                         annual base salary.



 


		10.3.	Relocation/
                                         Repatriation Bonus. monday 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”). Any such 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.



 


		11.	Compensation
                                         Recovery (“Clawback”) 



 


		11.1.	In
                                         the event of an accounting restatement, monday shall be entitled to recover from its
                                         Executive Officers the bonus compensation or performance-based equity compensation in
                                         the amount in which such compensation exceeded what would have been paid based on the
                                         financial statements, as restated, provided that a claim is made by monday prior to the
                                         second anniversary following the filing of such 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.



 






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		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 or a separate contractual obligation.



 


D.
Equity Based Compensation 


 


		12.	The
                                         Objective 



 


		12.1.	The
                                         equity-based compensation for monday’s Executive Officers will be designed in a
                                         manner consistent with the underlying objectives of the Company 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 monday
                                         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 monday is intended to be in a form of share options
                                         and/or other equity-based awards, such as RSUs or performance stock units, 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 (other than bonuses paid in equity
                                         in lieu of cash shall normally 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 or in a specific compensation plan approved by the Compensation Committee
                                         and the Board, (i) grants to Executive Officers other than non-employee directors shall
                                         vest based on time, gradually over a period of at least 2-4 years, or based on performance;
                                         and (ii) grants to non-employee directors shall vest based on time, gradually over a
                                         period of at least one year, or based on performance. The exercise price of options shall
                                         be determined in accordance with monday’s policies, the main terms of which shall
                                         be disclosed in the annual report of monday. The terms of the awards may provide for
                                         the acceleration of vesting upon a change of control. Executive Officers and directors
                                         may also participate in monday's employee stock purchase program (ESPP) according to
                                         its terms.



 


		12.4.	All
                                         other terms of the equity awards shall be in accordance with monday’s incentive
                                         plans and other related practices and policies. Accordingly, the Board may, following
                                         approval by the Compensation Committee, make modifications to such awards consistent
                                         with the terms of such incentive plans, 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 the Board shall consider the factors specified in Section 13.1 above, and
                                         in any event, the equity award granted in a certain year (not including bonuses paid
                                         in equity in lieu of cash) shall not exceed: (i) with respect to an equity award with
                                         an exercise price equal to, or higher of, the fair market value1 per share
                                         (the “FMV”), 0.375%, or 0.50% in the case of a CEO, of the issued
                                         and outstanding share capital of the Company, at the time of grant; (ii) with respect
                                         to an equity award with an exercise price lower of the FMV or equals to zero, 0.187%,
                                         or 0.25% in the case of a CEO, of the issued and outstanding share capital of the Company,
                                         at the time of grant; and (iii) with respect to an annual award that combines both types
                                         of exercise price (i.e., equity awards with an exercise price equal to FMV and other
                                         equity awards with a lower, or no, exercise price), the above annual threshold shall
                                         be calculated, on a pro rata basis, to give effect to the relative portion of
                                         each type of equity awards.



 





 



 


1
The fair market value shall be equal to either: (i) for Section 102 Options, the average Company’s share price in
the 30 consecutive trading days prior to the grant date; and (ii) for any other type of awards, the closing price of the Company’s
shares on the date of grant.


 






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E.
Retirement and Termination of Service Arrangements


 





		14.	Advanced
                                         Notice Period 



 


monday
may provide an Executive Officer, other than monday's 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 monday's CEO a prior notice of termination
of up to twelve (12) months in the case of monday's 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. Such advance notice may or may not be provided in addition to severance, provided, however, that the Compensation
Committee shall take into consideration the Executive Officer’s entitlement to advance notice in establishing any entitlement
to severance and vice versa.


 


		15.	Adjustment
                                         Period 



 


monday
may provide an additional adjustment period of up to six (6) months to monday's CEO or to any other Executive Officer according
to his/her seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances
of retirement, 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 



 


monday
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 employment and subject to applicable law, monday may grant to its Executive Officers a non-compete grant as an
incentive to refrain from competing with monday 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).
The Board shall consider the existing entitlements of the Executive Officer in connection with the consideration of any non-compete
grant.


 


		18.	Limitation
                                         Retirement and Termination of Service Arrangements



 


The
total non-statutory payments under Section 14-17 above for a given Executive Officer shall not exceed the Executive Officer’s
monthly base salary multiplied by twenty-four (24). The limitation under this Section 18 does not apply to benefits and payments
provided under other chapters of this Policy.


 


F.
Exculpation, Indemnification and Insurance 


 


		19.	Exculpation
                                         



 


monday
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 monday, to the fullest extent permitted by applicable law.


 






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		20.	Insurance
                                         and Indemnification 



 


		20.1.	monday
                                         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 monday, all subject to applicable law and the Company’s articles of association.
                                         monday may adopt arrangements to secure such indemnification obligations to its directors
                                         and Executive Officers.



 


		20.2.	monday
                                         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 $450 million; 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 monday’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), monday 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 $450 million; and



 


		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.	monday
                                         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, or
                                         in lieu of, the benefits applicable in the case of any retirement or termination of service)
                                         upon or in connection with a change of control or, where applicable, in the event of
                                         a change of control in connection of which the employment of the Executive Officer is
                                         terminated or adversely adjusted in a material way:



 


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



 


		21.2.	Extension
                                         of the exercising period of equity-based compensation for monday’s Executive Officers
                                         for a period of up to one (1) year, following the date of employment termination; and



 






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		21.3.	Up
                                         to an additional six (6) months of continued base salary and benefits following the date
                                         of employment termination (the “Additional Adjustment Period”). For
                                         avoidance of doubt, such additional Adjustment Period may 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 200% of the Executive Officer’s annual base salary in
                                         case of an Executive Officer other than monday's CEO and 250% in case of monday's CEO.



 


H.
Board of Directors Compensation 


 


		22.	All
                                         monday’s non-employee Board members may be entitled to an annual cash fee retainer
                                         of up to $75,000 (and up to $125,000 for the chairperson of monday’s Board), an
                                         annual committee membership fee retainer of up to $50,000, and an annual committee chairperson
                                         cash fee retainer of up to $70,000 (it is being clarified that the payment for the chairpersons
                                         would be in lieu of (and not in addition) to the payments referenced above for committee
                                         membership).



 


		23.	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.



 


		24.	Notwithstanding
                                         the provisions of Section 22 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.



 


		25.	Each
                                         non-employee member of monday’s Board may be granted equity-based compensation.
                                         The fair market value at the date of grant of a “welcome” or an annual equity-based
                                         compensation, granted at a certain year shall not exceed $500,000 in case of a director
                                         and $750,000 in the case of the lead independent director or the chairperson of the monday’s
                                         Board.



 


		26.	All
                                         other terms of the equity awards shall be in accordance with monday’s incentive
                                         plans and other related practices and policies. Accordingly, the Board may, following
                                         approval by the Compensation Committee, make modifications to such awards consistent
                                         with the terms of such incentive plans, subject to any additional approval as may be
                                         required by the Companies Law.



 


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



 


		28.	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


 





		29.	Nothing
                                         in this Policy shall be deemed to grant to any of monday’s Executive Officers,
                                         employees, directors, or any third party any right or privilege in connection with their
                                         employment by or service to the Company, nor deemed to require monday to provide any
                                         compensation or benefits to any person. Such rights and privileges shall be governed
                                         by applicable personal employment agreements or other separate compensation arrangements
                                         entered into between monday and the recipient of such compensation or benefits. 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 any part of it.



 


		30.	An
                                         Immaterial Change in the Terms of Employment of an Executive Officer other than monday's
                                         CEO may be approved by monday's 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 the Company not exceeding an amount equal to two (2) monthly base salaries of
                                         such employee.



 






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		31.	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,
                                         monday 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 monday and none of the provisions thereof are intended to provide any rights or remedies
to any person other than monday.




 






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