EX-10.4





 Exhibit 10.4 

COMPENSATION POLICY 

WALKME LTD. 

Compensation Policy for Executive Officers and Directors 

(As Adopted on June 6, 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 WalkMe Ltd. (“WalkMe” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 and the regulations promulgated thereunder (the “Companies Law”). 

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



WalkMe’s objectives and goals in setting this Policy are to attract, motivate and retain experienced and talented leaders who will
contribute to WalkMe’s success and enhance shareholder value, while demonstrating professionalism in an achievement-oriented and merit-based culture that rewards long-term excellence, and embedding and modeling WalkMe’s core values as part
of a motivated behavior. To that end, this Policy is designed, among other things: 
  

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


  

	 	2.2.	 To align a significant portion of the Executive Officers’ compensation with WalkMe’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 excellence and corporate performance;
and 


  

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



  
 2 














	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 provisions; 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 WalkMe’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 target bonus per annum and equity-based compensation per vesting annum (based on the fair market
value at the time of grant calculated on a linear 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 this Policy, WalkMe’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 WalkMe’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 WalkMe were examined and will
continue to be examined by WalkMe 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 WalkMe. 



B. Base Salary and Benefits 
  

	6.	 Base Salary 


  

	 	6.1.	 A base salary provides stable compensation to Executive Officers and allows WalkMe 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, corporate
role, business responsibilities and past performance of each Executive Officer. 


  

	 	6.2.	 Since a competitive base salary is essential to WalkMe’s ability to attract and retain highly skilled
professionals, WalkMe 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 that are as much as possible similar in their
characteristics to WalkMe, while considering, among other things, such companies’ size and characteristics including their revenues, profitability rate, growth rates, market capitalization, number of employees and area of operations (in Israel
or globally), the list of which shall be reviewed and approved by the Compensation Committee at least every two years. To that end, WalkMe shall utilize comparative market data and practices as a reference, including a survey comparing and analyzing
the level of the overall compensation package offered to an Executive Officer of the Company with compensation packages for persons serving in similar positions (to that of the relevant officer) in the peer group. Such compensation survey may be
conducted internally or through an external independent consultant. 



  
 3 














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


  

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



 

	 	7.1.6.	 WalkMe shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed by
applicable law and with reference to WalkMe’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 the events of relocation and/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 the cost of living. Such benefits may include
reimbursement for out-of-pocket one-time payments and other ongoing expenses, such as a housing allowance, a car allowance, home
leave visit, etc. 


  

	 	7.4.	 WalkMe 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 WalkMe’s policies and procedures. 



  
 4 













 C. Cash Bonuses 
  

	8.	 Cash Bonuses—The Objective 



 

	 	8.1.	 Compensation in the form of a cash bonus is an important element in aligning the Executive Officers’
compensation with WalkMe’s objectives and business goals. Therefore, cash bonuses will reflect a pay-for-performance element, with payout eligibility and levels
determined based on actual financial and operational results, in addition to other factors the Compensation Committee may determine, including individual performance. 



 

	 	8.2.	 A 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 period, or in connection with such officer’s
engagement, in case of newly hired Executive Officers, taking into account WalkMe’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 cash bonus (all or any portion thereof) and the formula for calculating any cash bonus payout, with respect to each fiscal period, for each Executive Officer. In special circumstances, as
determined by the Compensation Committee and the Board (e.g., regulatory changes, significant changes in WalkMe’s business environment, a significant organizational change, significant merger and acquisition events, etc.), the Compensation
Committee and the Board may modify the objectives and/or their relative weight during the fiscal period, or may modify payouts following the conclusion of the period. 



 

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



  

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


  

	9.	 Cash Bonuses—The Formula 



Executive Officers other than the CEO 
  

	 	9.1.	 The performance objectives for the cash bonus of WalkMe’s Executive Officers, other than the chief
executive officer (the “CEO”), may be approved by WalkMe’s CEO (in lieu of the Compensation Committee) and may be based on company, division/ departmental/business unit and individual objectives. Measurable performance
objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, which will be based on actual financial and operational results, such as (by way of example and not by way of limitation) revenues,
operating income and cash flows 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 cash bonuses to WalkMe’s Executive Officers, other than the CEO, on a discretionary basis. 


  

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



  
 5 














	 	9.3.	 The maximum cash bonus, including for overachievement performance, that an Executive Officer, other than the
CEO, will be entitled to receive for any given fiscal year, will not exceed 200% of such Executive Officer’s annual base salary. 


  

	 	9.4.	 The maximum cash bonus, including for overachievement performance, that the Chief Revenue Officer, or any other
Executive Officer holding a similar position, will be entitled to receive for any given fiscal year, will not exceed 2% of the Company’s revenue for such given year. 



CEO 
  

	 	9.5.	 The cash bonus of WalkMe’s CEO will be mainly based on measurable performance objectives and subject to
minimum thresholds as provided in Section 8.2 above. Such measurable performance objectives will be determined by WalkMe’s Compensation Committee (and, if required by law, by WalkMe’s Board) and will be based on company and personal
objectives. These measurable performance 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 the Company’s operating plan and long-term plan. 



 

	 	9.6.	 The less significant part of the cash bonus granted to WalkMe’s CEO, and in any event not more than 30% of
the 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. 



 

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


  

	 	9.8.	 The maximum cash bonus including for overachievement performance that the 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. WalkMe 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 objectives 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 the 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. A Special Bonus can be paid, in whole or in part, in equity in lieu of cash and the value of any such equity component
of a Special Bonus shall be determined in accordance with Section 13.3 below. 


  

	 	10.2.	 Signing Bonus. WalkMe may grant a newly recruited Executive Officer a signing bonus. Any such signing
bonus shall be granted and determined at the CEO’s discretion for Executive Officers other than the 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 200% of the Executive Officer’s annual base salary. 



 

	 	10.3.	 Relocation/ Repatriation Bonus. WalkMe 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. 



  
 6 














	11.	 Compensation Recovery (“Clawback”) 



 

	 	11.1.	 In the event of an accounting restatement, WalkMe 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 WalkMe 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. 


  

	 	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 WalkMe’s Executive Officers will be designed in a manner consistent with
the underlying objectives of the Company in determining the base salary and the cash bonus, with its main objectives being to enhance the alignment between the Executive Officers’ interests with the long-term interests of WalkMe 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 WalkMe is intended to be in the form of share options and/or other
equity-based awards, such as restricted shares, 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, grants to Executive Officers other than non-employee directors shall vest based on time, gradually over a period of at least 1-4 years, or based
on performance. The exercise price of options shall be determined in accordance with WalkMe’s policies, the main terms of which shall be disclosed in the annual report of WalkMe 



 

	 	12.4.	 All other terms of the equity awards shall be in accordance with WalkMe’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. 



  
 7 














	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, corporate 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 total fair market value of an annual equity-based compensation award at the time of grant (not including bonuses paid in equity in lieu of cash) shall
not exceed: (i) with respect to the CEO—the higher of (w) 7 times his or her annual base salary or (x) 0.5% of the Company’s fair market value at the time of approval of the grant by the Board; and (ii) with respect to each of
the other Executive Officers—the higher of (y) 7 times his or her annual base salary or (z) 0.35% of the Company’s fair market value at the time of approval of the grant by the Board. 



 

	 	13.3.	 The fair market value of the equity-based compensation for the Executive Officers will be determined by
multiplying the number of shares underlying the grant by the market price of WalkMe’s ordinary shares on or around the time of the grant or according to other acceptable valuation practices at the time of grant, in each case, as determined by
the Compensation Committee and the Board. 


 E. Retirement and Termination of Service Arrangements 

 

	14.	 Advanced Notice Period 



WalkMe may provide an Executive Officer, on the basis of his/her seniority in the Company, his/her contribution to the Company’s goals and
achievements and the circumstances of his/her retirement prior notice of termination of up to twelve (12) months 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. 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 



WalkMe may provide an additional adjustment period of up to six (6) months to the 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 



WalkMe 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, WalkMe may grant to its Executive Officers a
non-compete grant as an incentive to refrain from competing with WalkMe 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. 

  
 8 














	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 



Each and every Director and Executive Officer may be exempted in advance for all or any of his/her liability for damage in consequence of a
breach of the duty of care, to the fullest extent permitted by applicable law. 
  

	20.	 Insurance and Indemnification 



 

	 	20.1.	 WalkMe 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 WalkMe all subject to applicable law and the Company’s articles of association.



  

	 	20.2.	 WalkMe 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 $500 million or 50% of the
Company’s shareholders equity based on the most recent financial statements of the Company at the time of approval of the Insurance Policy 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 WalkMe’s exposures, the scope of coverage 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. 


  

	 	20.3.	 Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board), WalkMe
shall be entitled to enter into a “run off” Insurance Policy (the “Run-Off 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 $500 million or 50% of the
Company’s shareholders equity based on the most recent financial statements of the Company at the time of approval by the Compensation Committee; and 


  

	 	20.3.2.	 The Run-Off 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
coverage and the market conditions and that the Run-Off Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.




  
 9 














	 	20.4.	 WalkMe may extend an Insurance Policy in effect to include coverage 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 coverage and the market conditions and that the Insurance Policy reflects the
current market conditions, and that 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 following which the employment
of the Executive Officer is terminated or adversely adjusted in a material way: 


  

	 	21.1.	 Acceleration of vesting of outstanding options or other equity-based awards; 



 

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


  

	 	21.3.	 Up to an additional one (1) year of continued base salary and benefits following the date of termination
of employment (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 the CEO and 250% in case of the CEO. 


 H. Board of Directors Compensation 

 

	22.	 All WalkMe’s non-employee Board members may be entitled to an
annual cash fee retainer of up to $50,000 (and up to $80,000 for the chairperson of WalkMe’s Board or lead independent director), an annual committee membership fee retainer of up to $15,000, and an annual committee chairperson cash fee
retainer of up to $30,000 (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 any are required and 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 maximum amount
allowed under Section 22. 


  

	25.	 Each non-employee member of WalkMe’s Board may be granted
equity-based compensation. The total fair market value of a “welcome” or an annual equity-based compensation at the time of grant shall not exceed $750,000. 



 

	26.	 All other terms of the equity awards shall be in accordance with WalkMe’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. 



  
 10 














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


  

	28.	 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 WalkMe’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 WalkMe 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 WalkMe 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 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 the
Company not exceeding an amount equal to two (2) monthly base salaries of such employee. 


  

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

  
 11