EX-4.8





 Exhibit 4.8 

FORM OF COMPENSATION POLICY 

COGNYTE SOFTWARE 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 Cognyte Software Ltd. (“Cognyte” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 (the “Companies Law”). 

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



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


  

	 	2.2.	 To align a significant portion of the Executive Officers’ compensation with Cognyte’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 Cognyte’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, Cognyte’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 Cognyte’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 Cognyte were examined and will
continue to be examined by Cognyte 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 Cognyte. 



B. Base Salary and Benefits 
  

	6.	 Base Salary 


  

	 	6.1.	 A base salary provides stable compensation to Executive Officers and allows Cognyte 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 Cognyte’s ability to attract and retain highly skilled
professionals, Cognyte 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
Cognyte’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. To that end, Cognyte 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. Nothing in this paragraph shall require Cognyte to provide a specific or minimum level of compensation. 















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


  

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



 

	 	7.1.6.	 Cognyte shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed by
applicable law and with reference to Cognyte’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.	 Cognyte 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 Cognyte’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 Cognyte’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 financial and operational results, in addition to other factors the Compensation Committee may determine, including 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, subject to Section 9.1, 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 Cognyte’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 Cognyte’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 the CEO 
  

	 	9.1.	 The performance objectives for the annual cash bonus of Cognyte’s Executive Officers, other than the chief
executive officer (the “CEO”), may be approved by Cognyte’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, will be based at least 25% 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, 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 Cognyte’s Executive Officers, other than the CEO, on a discretionary basis. 



 

	 	9.2.	 The target annual 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. 


  

	 	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 fiscal year, will not exceed 200% of such Executive Officer’s annual base salary. 



CEO 
  

	 	9.4.	 The annual cash bonus of Cognyte’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 Cognyte’s Compensation Committee (and, if required by law, by Cognyte’s Board) and may 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. 

  

	 	9.5.	 The less significant part of the annual cash bonus granted to Cognyte’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 or 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 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 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. Cognyte 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 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. Special Bonus can be paid, in whole or in part, in equity in lieu of cash. 



 

	 	10.2.	 Signing Bonus. Cognyte may grant a newly recruited Executive Officer a signing bonus, 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 100% of the Executive Officer’s annual base salary. 


  

	 	10.3.	 Relocation/ Repatriation Bonus. Cognyte 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, Cognyte 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 Cognyte 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 Cognyte’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 Cognyte
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 Cognyte 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, 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. The exercise price of options shall be determined in accordance with Cognyte’s policies, the main terms of which shall be disclosed in the annual report of Cognyte. 



 

	 	12.4.	 All other terms of the equity awards shall be in accordance with Cognyte’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 total fair market value of an annual equity-based compensation 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) 700% 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) 500% 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 by
multiplying the number of shares underlying the grant by the market price of Cognyte’s common 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 



Cognyte 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 (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 



Cognyte 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 



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



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

	20.	 Insurance and Indemnification 



 

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
















	 	20.2.	 Cognyte 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 $[200] 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 


  

	 	20.2.2.	 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 Cognyte’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),
Cognyte 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 $[200] 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 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.	 Cognyte 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 following 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, on a double-trigger basis;



  

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


  

	 	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 the CEO and 250% in case of the CEO. 


 H. Board of Directors Compensation 

 

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



 

	 	22.1.	 All Cognyte’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 Cognyte’s Board), an annual committee membership fee retainer of up to $30,000, and an annual committee chairperson cash fee retainer of up to $50,000 (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). In addition, all Cognyte non-employee Board members
that reside outside of Israel may be entitled to a supplemental annual retainer of up to $40,000 (it being clarified that this payment shall be made to such non-employee Board members in addition to the
foregoing payments discussed in this section 22.1). 


  

	 	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 non-employee member of Cognyte’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 the higher of (i) $250,000 or (x) 0.05% of the Company’s fair market value.



  

	 	22.5.	 All other terms of the equity awards shall be in accordance with Cognyte’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. 


  

	 	22.6.	 In addition, members of Cognyte’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 to any of Cognyte’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 Cognyte 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 Cognyte 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. 


  

	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 the Company not
exceeding an amount equal to two (2) 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, Cognyte 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 Cognyte and none of the provisions thereof are intended to provide any rights or remedies to any person
other than Cognyte.