Exhibit 10.8







 


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of August 21, 2015,
by and between Varonis Systems Ltd., an Israeli corporation (the “Company”),
and Gili Iohan (“Executive”), to be effective on the Effective Date
(as defined below). Where the context permits, references to “the Company” shall include the Company and any successor
of the Company.


 


W I T N E S S E T H:


 


WHEREAS,the
Company desires to engage Executive and Executive represents that she has the requisite skills, qualifications and knowledge to
serve in the position of Chief Financial Officer; and


 


WHEREAS, the
parties desire to state the terms and conditions of the Executive's engagement with the Company.


 


NOW, THEREFORE,
in consideration of the mutual promises, covenants and agreements herein contained, together with other good and valuable consideration
the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:


 


1.                 
PRIOR PERIOD. Executive hereby confirms that prior to the Effective Date she was employed by the parent company of
the Company, Varonis Systems, Inc. ("Parent"), from as of July 21, 2013 and until August 20, 2015 ("Relocation
Period"), and by the Company from as of October 1, 2010 and until July 20, 2013 ("Prior Period"). Accordingly,
Executive hereby represents and warrants that she has received from the Company and the Parent (respectively) all and any payments
and benefits due to her with respect to the Relocation Period and the Prior Period and their termination. In addition, Executive
acknowledges that other than with respect to options and RSUs granted during the Prior Period and Relocation Period, the commencement
date for the calculation of her seniority in the Company, for the purpose of all rights and benefits owed to Executive under this
Agreement, shall commence only as of the Effective Date and not otherwise, and that the terms and conditions of her employment
with the Company are exclusively and in all respects settled and determined under this Agreement.


 


2.                 
SERVICES AND DUTIES. As of August 21, 2015 (the "Effective Date"), Executive shall serve as Chief
Financial Officer and in such position shall have the duties, responsibilities and authority commensurate with the status of an
individual holding such position in a company similarly situated to the Company and shall render services consistent with such
position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Chief Executive
Officer and Board of Directors of the Parent (the “Board of Directors”). While employed by the Company, Executive
agrees to devote substantially all of her working time and efforts to the business and affairs of the Company and its subsidiaries,
subject to periods of vacation and sick leave to which she is entitled pursuant to this Agreement and applicable law and in accordance
with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive,
so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors
or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as
described in Section 7(c)) or of charitable, religious, social or educational organizations in so far as such participation or
service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of her obligations
to the Company. Executive agrees to discharge her duties diligently, faithfully and in the best interests of the Company. Notwithstanding
the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment
at any time by providing Executive with a prior written notice in accordance with the provisions of Section 6 below (whether or
not for Cause (as defined below)).


 



    

     

    




3.                 
EMPLOYMENT TERM. Unless Executive’s employment shall sooner terminate pursuant to Section 6 of this Agreement,
the Company shall employ Executive under the terms of this Agreement for the period commencing on the Effective Date and ending
on the third (3rd) anniversary of the Effective Date (the “Initial Term”);
provided, however, that commencing on the expiration of the Initial Term and each anniversary thereafter, the term
of this Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one
(1) year each (each, an “Extended Term”), unless Executive or the Company,
as the case may be, at least ninety (90) days prior to the expiration of the Initial Term or any Extended Term, provides written
notice to the other of its intention not to renew this Agreement. The period during which Executive is employed pursuant to this
Agreement, including any Extended Term in accordance with the preceding sentence, shall be referred to as the “Term.”


 


4.                 
COMPENSATION.


 


(a)               
Salary. As compensation for Executive’s services to the Company, the Company shall pay Executive a gross monthly
salary of NIS 75,000 (the "Salary"), which calculates to an annualized amount of NIS 900,000 per year (the “Annual
Salary”). The Salary for each month shall be payable in arrears within nine (9) calendar days of the first day of the
following calendar month. The Salary may be increased (but not decreased other than pursuant to an across-the-board reduction that
applies to all employees or solely to senior executives of the Company) during the Term in the sole discretion of the Compensation
Committee of the Board of Directors (the “Compensation Committee”)
or the Board of Directors.


 


(b)              
It is hereby clarified that as Executive is employed in a management position which requires a special degree of trust,
the Hours of Work and Rest Law-1951, and any other law amending or replacing such law, does not apply to her or to her employment
with the Company. Annual Bonus. Executive shall have an annual discretionary target bonus opportunity equal to $110,000,
to be paid upon satisfaction of certain criteria established by the Compensation Committee and subject to the terms of any annual
bonus plan established by the Compensation Committee, or by any other committee or officer having authority over executive compensation.
Such bonus (the “Annual Bonus”) shall be paid in accordance with the
terms of any annual bonus plan governing such Annual Bonus. Since the Annual Bonus is a conditional payment, it shall not constitute
a salary component for any purpose, including for the purpose of calculating any fringe benefits.


 


(c)               
Withholding. Withholdings shall be deducted at source from any payments and benefits made by the Company to Executive
according to any applicable law, including, but not limited to, Israeli income tax, National Security ("Bituach Leumi")
and Health Tax. Executive shall bear any tax imposed in connection with the payments and benefits provided hereunder.


 



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5.                 
BENEFITS AND PERQUISITES.


 


(a)               
Annual Leave. Notwithstanding any other policy, plan or program of the Company, Executive shall be entitled to thirty
days (30) of paid vacation per calendar year, which may be carried over one year to the extent not used in any given calendar year.


 


(b)              
Sick Leave. Executive shall be entitled to sick leave ("Yemei Mahala") as provided by the Sickness
Pay Law, 1976.


 


(c)               
Reimbursement of Expenses. The Company shall reimburse Executive for any expenses reasonably and necessarily incurred
by Executive during the Term in furtherance of Executive’s duties hereunder, including travel, meals and accommodations,
upon submission by Executive of vouchers or receipts and in compliance with such rules and policies relating thereto as the Company
may from time to time adopt. Without derogating from the generality of the above, Executive shall be entitled to reimbursement
against receipts for (i) gas expenses in the amount of up to NIS 2,500 per month and (ii) car insurance.


 


(d)              
Pension Arrangement. Executive shall be entitled to contributions, as of the Effective Date, to a Managers Insurance
Policy (the "Policy") or to a comprehensive pension plan (the "Pension Plan"), or a combination
of the two, as may be selected by Executive, at the following monthly rates:


 


In the event Executive
shall choose a Policy: (i) 8.33% of the Salary towards severance pay component; and (ii) 5% of the Salary towards the savings and
risk component. In addition, the Company shall also make provision for the loss of the earning capacity component at the lower
of (i) 2.5% of the Salary or (ii) a rate which is required to ensure 75% of the Salary. The Company shall also deduct 5% of the
Salary to be paid on Executive's account towards the Policy.


 


In the event Executive
shall choose a Pension Plan: (i) 8.33% of the Salary towards severance pay component; and (ii) 6% of the Salary towards the savings
and risk component. The Company shall also deduct 5.5% of the Salary to be paid on Executive's account towards the Pension Plan.


 


Executive shall be entitled
to change her pension arrangement choice in accordance with and subject to the provisions of the law and subject to its compliance
with the terms of the General Order (as defined below).


 


Executive shall bear
all taxes associated with the contributions towards the Pension Arrangement.


 


If Executive shall not
notify the Company within 3 (three) months of Effective Date of the Executive's pension arrangement selection, then the Company
will make monthly contributions from the Salary to a Pension Arrangement chosen by the Company in its sole discretion and shall
deduct the amount payable on your account towards such Pension Arrangement, and in respect of which, Executive will have no claims
against the Company for damages of any kind.


 



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It is hereby agreed that
the settlement regulated in the General Order as amended (attached as Exhibit A) published under section 14 of the Severance Pay
Law 1963 applies. The Company’s contributions to Executive's pension arrangement will therefore constitute Executive's entire
entitlement to severance pay in respect of the paid Salary, in place of any severance pay to which Executive otherwise may have
become entitled at law.


 


The Company waives all
rights to have its payments refunded, unless Executive's right to severance pay is denied by a judgment according to sections 16
or 17 of the Severance Pay Law or in the event that Executive withdraw monies from the Policy in circumstances other than an Entitling
Event, where an “Entitling Event” means death, disablement or retirement at the age of 60 or over.


 


(e)               
Study Fund. The Company shall contribute, retroactively as of the Effective Date, 7.5% of the Salary (but in any
event, not more than the ceiling recognized by the income tax authorities ) towards a study fund ("Keren Hishtalmut")
(the "Study Fund"). Executive shall contribute 2.5% of the Salary (but in any event, not more than the ceiling recognized
by the income tax authorities) towards the Study Fund (the sums contributed by Executive shall be deducted directly from the Salary
by the Company). Executive shall bear any and all taxes applicable in connection with amounts payable by Executive and/or Company
to the Study Fund.


 


(f)               
Recreation Pay. Executive shall be entitled to recreation pay ("Dmey Havra-ah") in accordance with
the law.


 


(g)              
Travel Expenses. The Company shall pay the Executive travel expenses according to law.


 


6.                 
TERMINATION. Executive’s employment shall be terminated at the earliest to occur of the following: (i) the
end of the Term; or (ii) the date of Executive’s death. In addition, Executive’s employment may be earlier terminated:
(1) by the Company for “Cause” (as defined below), effective on the date on which a written notice to such effect is
delivered to Executive; or (2) by either Party at any time without Cause, by providing the other Party with a prior written notice
period of 90 days; (3) by Executive for “Good Reason” (as defined below), effective thirty-one (31) days following
the date on which a written notice to such effect is delivered to the Company; provided, however, that the Company
may specify an earlier effective date for a termination effected pursuant to clauses (2) or (3) by providing Executive payment
in lieu of notice according to law (i.e., Salary only).


 


(a)               
For Cause Termination. If Executive’s employment with the Company is terminated by the Company for Cause, Executive
shall not be entitled to any further compensation or benefits other than: (i) any accrued but unpaid Salary, payable as provided
in Section 4(a) hereof; (ii) any accrued but unused annual leave, payable at the same time as the Salary and in accordance with
Section 4(a) hereof; (iii) reimbursement for any business expenses properly incurred by Executive prior to the date of termination
in accordance with Section 5(d) hereof, payable in accordance with Section 5(d) hereof; and (iv) any accrued but unpaid recreation
pay; (collectively, the “Accrued Benefits”).


 



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(b)              
Termination by the Company without Cause or by Executive for Good Reason. If Executive’s employment is terminated
by the Company other than for Cause or by Executive for Good Reason and Section 6(c) is not then applicable, then Executive shall
be entitled to the Accrued Benefits payable as provided in Section 6(a) hereof and subject to Executive’s execution
and non-revocation of a general release of claims relating to Executive’s employment and service as an officer with the Company
in a form reasonably satisfactory to the Company (the “Release”) within
thirty (30) days following the date of termination (or such longer period as may be required by applicable law for the effectiveness
of the Release):


 


(i)                
an amount equal to one (1) times the Annual Salary as of the date of termination, payable in a lump sum on the 60th day
following the date of termination; and


 


(ii)              
an amount equal to the amount of the Annual Bonus, if any, that Executive would have earned for the year of termination,
had she remained employed, based on the actual financial performance of the Company, as determined by the Company following the
end of such year, multiplied by a fraction the numerator of which is the number of days in the year of termination that Executive
was employed by the Company and the denominator of which is 365 (the “Pro-Rata Bonus”),
to be paid in a cash lump sum on the date on which annual bonuses are otherwise paid by the Company to its active employees.


 


(c)               
Termination in Connection with a Change in Control. If Executive’s employment hereunder is terminated (i) by
the Company other than for Cause or (ii) by Executive with Good Reason in either case within one year following a “Change
in Control” (as such term is defined in the Parent’s 2013 Omnibus Equity Incentive Plan, as may be amended from time
to time), then Executive shall be entitled to (i) the Accrued Benefits and (ii) upon Executive’s execution and non-revocation
of the Release within thirty (30) days following the date of termination (or such longer period as may be required by applicable
law for the effectiveness of the Release):


 


(i)                
an amount equal to one and a half (1.5) times the Annual Salary as of the date of termination, payable in a lump sum on
the 60th day following the date of termination;


 


(ii)              
an amount equal to Executive’s target Annual Bonus for the year of termination, to be paid in a cash lump sum on the
60th day following the date of termination; and


 


(iii)            
notwithstanding anything in the contrary in the applicable option or equity-incentive plans, immediate vesting of all of
Executive’s outstanding equity-based awards.


 


(d)              
Voluntary Resignation by Executive without Good Reason; Termination upon Death. If Executive voluntarily resigns
her employment without Good Reason or if Executive’s employment is terminated by reason of Executive’s death, in lieu
of any other payments or benefits, Executive (or Executive’s beneficiary or estate, as applicable) shall be entitled to the
Accrued Benefits only.


 



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(e)               
Expiration of Term. For the avoidance of doubt, upon the expiration of the Term in accordance with Section 3 hereof,
the parties’ obligations hereunder, other than with respect to the provisions set forth in Sections 7, 9 and 10 hereof, shall
expire.


 


(f)               
Clawback. Notwithstanding anything herein to the contrary, if (A) Executive breaches any of the restrictive covenants
set forth in Section 7 hereof or any other restrictive covenants (including those restrictive covenants contained in the Restrictive
Covenant Agreement) and (B) the Company provides Executive with written notice of such breach, the Company shall not be required
to pay any amount pursuant to Section 6(b) or Section 6(c) and the Company shall have the right to require Executive (and any heir,
representative, successor or assign of Executive) to repay any amount previously paid to Executive pursuant to Section 6(b) or
5(c).


 


(g)              
Definitions. For purposes of this Agreement:


 


“Affiliate”
means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.


 


“Cause” means (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee
which is materially injurious to the financial condition or business reputation of the Company; (ii) Executive’s conviction
of or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude; (iii)
Executive’s gross misconduct; (iv) Executive’s willful unauthorized use or disclosure of any proprietary information
or trade secrets of the Company; (v) Executive’s willful and material violation of any written policies of the Company;
or (vi) Executive’s material breach of any obligations under any material written agreement or covenant with the Company.


 


“Good
Reason” means the occurrence, without the express prior written consent of Executive, of any of the following
circumstances, unless such circumstances are corrected by the Company within thirty (30) days following written notification by
Executive (which written notice must be delivered within thirty (30) days following the date Executive becomes aware of the occurrence
of such circumstances) that Executive intends to terminate Executive’s employment for one of the reasons set forth below:
(i) any material reduction in Executive’s title, duties, authorities, or responsibilities; (ii) any material breach by the
Company of any agreement between the Company and Executive; (iii) any material reduction in the Salary (including, once Executive’s
Salary is increased, any material reduction in Executive’s Salary below such increased amount) other than, in each case,
an across-the-board reduction that applies to all employees or solely to senior executives of the Company; or (iv) any relocation
of Executive’s principal place of employment to a location more than fifty (50) miles outside of the Company’s or Parent's
headquarters in New York, New York or Herzliya.


 



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“Restrictive
Covenant Agreement” means the Confidential Information, Invention Assignment, and Arbitration Agreement entered
into between Executive and the Company, as the same may be amended or replaced from time to time or any successor agreement.


 


(h)              
Resignation as Officer or Director. Upon a termination of employment for any reason, Executive shall resign each
position that Executive then holds as an officer of the Company or as an officer or director of any of the Company’s subsidiaries
or Affiliates. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of the Company
of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may
be required to be executed solely for the limited purposes of effectuating such resignations.


 


7.                 
COVENANTS.


 


(a)               
Non-Solicitation of Employees and Contractors. Executive agrees that during the term of her employment and for a
period of twelve (12) months following Executive’s termination of employment for any reason, whether such termination is
initiated by the Company or Executive, Executive shall not, directly or indirectly, without the prior written consent of the Company,
whether or not such action is initiated by Executive: (i) solicit, encourage or attempt to solicit or encourage any employee or
contractor of the Company to terminate such work relationship, (ii) solicit, encourage or attempt to solicit or encourage any employee
or contractor of the Company to be employed by or provide services to any person or entity other than the Company, or (iii) hire,
employ or engage any employee or contractor of the Company to work for a person or entity other than the Company. The foregoing
obligations shall apply to any employee or contractor of the Company at the time Executive’s employment is terminated as
well as any such individuals who, either coincident with or within twelve (12) months before the termination of Executive’s
employment hereunder, terminated their employment or engagement with the Company.


 


(b)              
Non-Interference With Business Relations. Executive agrees that during the term of her employment and for a period
of twelve (12) months immediately following the termination of her relationship with the Company for any reason, whether such termination
is initiated by the Company or Executive, she will not, directly or indirectly, without the prior written consent of the Company,
whether or not such action is initiated by Executive: (i) do anything or attempt to do anything to discredit or otherwise injure
the reputation or goodwill of the Company; (ii) solicit, induce, encourage or attempt to solicit, induce or encourage any party
or any existing or prospective counterparty including, but not limited to, any advertiser, vendor, customer, employee, contractor,
distributor, manufacturer or any other existing or prospective professional or business relation of the Company to not conduct
business with the Company, divert away any business from the Company, or to cease, limit or reduce the level of business conducted
between such business relation and the Company; or (iii) in any way interfere or attempt to interfere with the Company’s
relationship with any party or existing or prospective counterparty, including, but not limited to, any advertiser, customer, employee,
independent contractor, distributor, manufacturer or other professional or business relation of the Company.


 


(c)               
Non-Competition. Executive agrees that during the term of her employment and for a period of twelve (12) months immediately
following the termination of her relationship with the Company for any reason, whether such termination is initiated by the Company
or Executive, she will not, directly or indirectly, without the prior written consent of the Company, whether paid or not: (i)
serve as a partner, principal, licensor, licensee, employee, consultant, contractor, officer, director, manager, agent, affiliate,
representative, advisor, promoter, associate, investor, creditor, or otherwise in any other capacity for, (ii) own, purchase, organize,
or take preparatory steps for the organization or competition of, or (iii) build, design, finance, acquire, lease, operate, manage,
control, invest in, advise, work or consult for or otherwise join, participate in or affiliate himself with, any business whose
business, products or operations are competitive (including by planning or proposing to be competitive) with the Company’s
data management and data protection business. The foregoing covenant shall cover Executive’s activities in every part of
the world. Should Executive obtain other employment during her employment with the Company or within twelve (12) months immediately
following the termination of her relationship with the Company, Executive agrees to provide written notification to the Company
as to the name and address of her new employer, the position that she expects to hold, and a general description of her duties
and responsibilities, at least five (5) business days prior to starting such employment.


 



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(d)              
Restrictive Covenant Agreement. Executive agrees and acknowledges that Executive has agreed to be bound by and comply
with the terms, conditions and restrictions contained in the Restrictive Covenant Agreement.


 


(e)               
Acknowledgement. Executive acknowledges and agrees that: (i) the business in which the Company is engaged is intensely
competitive, (ii) Executive’s employment by the Company will require Executive to have access to, and knowledge of confidential
information, which is of vital importance to the success of the Company, (iii) the disclosure or improper use of any confidential
information could place the Company at a serious competitive disadvantage and could do them serious damage, financial and otherwise,
(iv) Executive will develop relationships with clients and business partners pursuant to this Agreement at the time and expense
of the Company, and (v) by Executive’s training, experience and expertise, Executive’s services to the Company are
extraordinary, special and unique. Executive agrees and acknowledges that each restrictive covenant in this Section 7 (including,
for all purposes of this Section 7(e), each restrictive covenant contained in the Restricted Covenant Agreement) is reasonable
as to duration, terms and geographical area and that the same protects the legitimate interests of the Company and its Affiliates,
including the protection and continuity of the business and goodwill of the Company, imposes no undue hardship on Executive, is
not injurious to the public, and that, notwithstanding any provision in this Agreement to the contrary, any violation of this restrictive
covenant shall be specifically enforceable in any court of competent jurisdiction. Executive agrees and acknowledges that a portion
of the compensation paid to Executive under this Agreement will be paid in consideration of the covenants contained in this Section
7, the sufficiency of which consideration is hereby acknowledged. If any provision of this Section 7 as applied to Executive or
to any circumstance is adjudged by a court with competent jurisdiction to be invalid or unenforceable, the same shall in no way
affect any other circumstance or the validity or enforceability of any other provisions of this Section 7. If the scope of any
such provision, or any part thereof, is too broad to permit enforcement of such provision to its full extent, Executive agrees
that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete
specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced. Executive agrees
and acknowledges that the breach of this Section 7 will cause irreparable injury to the Company and upon breach of any provision
of this Section 7, the Company shall be entitled to injunctive relief, specific performance or other equitable relief by any court
with competent jurisdiction without the need to prove the inadequacy of monetary damages or post a bond; provided, however,
that this shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek
monetary damages). Each of the covenants in this Section 7 shall be construed as an agreement independent of any other provisions
in this Agreement.


 



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(f)               
Definition of “the Company” for Section 7. For purposes of this Section 7, “the Company”
refers to the Company and any incorporated or unincorporated Affiliates, including any entity which becomes Executive’s employer
as a result of any transaction, reorganization or restructuring of the Company for any reason.


 


Nothing contained in this Section 7 shall
limit any common law or statutory obligation that Executive may have to the Company or an Affiliate. The Company shall be entitled,
in connection with its tax planning or other reasons, to terminate Executive’s employment (which termination shall not be
considered a termination without Cause for purposes of this Agreement or otherwise) in connection with an invitation from an Affiliate
to accept employment with such Affiliate.


 


(g)              
By signing this Agreement, Executive consents, of her own free will and although not required to do so under law, that the
information in this Agreement and any information concerning her gathered by the Company, will be held and managed by the Company
or on its behalf, inter alia, on databases according to law, and that the Company shall be entitled to transfer such information
to third parties, in Israel or abroad. The Company undertakes that the information will be used, and transferred for legitimate
business purposes only. Without derogating from the generality of the above, such purposes may include human resources management
and assessment of potential transactions, to the extent required while maintaining Executive's right to privacy.


 


(h)              
By signing this Agreement, Executive agrees that the Company may monitor her use of their Systems and copy, transfer and
disclose all electronic communications and content transmitted by or stored in such Systems, in pursuit of the Company's legitimate
business interests, all in accordance with the Company's policy and guidelines as in force from time to time and subject to applicable
law. For the purposes of this Section, the term "Systems" includes telephone, computers, computer system, internet server,
electronic database and software, whether under Executive's direct control or otherwise. Executive may use the Company's Systems
for reasonable personal use all subject to Company's policy as in force from time to time.


 


8.                 
ASSIGNMENT. This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors
and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this
Agreement shall release the Company from any obligation to Executive hereunder. Neither this Agreement, nor any of the Company’s
rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by Executive, and any such attempted assignment
or hypothecation shall be null and void. The Company may assign the rights and obligations of the Company hereunder, in whole or
in part, to any of the Company’s subsidiaries, Affiliates or parent corporations, or to any other successor or assign in
connection with the sale of all or substantially all of the Company’s assets or stock or in connection with any merger, acquisition
and/or reorganization, provided the assignee assumes the obligations of the Company hereunder.


 



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9.                 
GENERAL.


 


(a)               
Notices. All notices or other communications required or permitted under this Agreement shall be made in writing
and shall be deemed given if delivered personally or sent by nationally recognized overnight courier service. Any notice or other
communication shall be deemed given on the date of delivery or on the date one (1) business day after it shall have been given
to a nationally-recognized overnight courier service. All such notices or communications shall be delivered to the recipient at
the addresses indicated below:


 


To the Company:


 


Varonis Systems Ltd.


7 Shenkar St.


Herzliya, Israel 46733


Attention: General Counsel


 


To Executive:


 


at the address as it appears
in the Company’s books and records or at such other place as Executive shall have designated by notice as herein provided
to the Company.


 


(b)              
Severability. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. To the fullest extent permitted by applicable law, the parties hereby waive any provision of law which
may render any provision hereof prohibited or unenforceable in any respect.


 


(c)               
Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter
hereof and may not be modified or amended except by a written agreement signed by the Company and Executive. As of the Effective
Date, this Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof,
including any prior agreements. Executive represents that she is free to enter into this Agreement without violating any agreement
or covenant with, or obligation to, any other entity or individual.


 


(d)              
Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement, and
all signatures need not appear on any one counterpart.


 



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(e)               
Amendments. No amendments or other modifications to this Agreement may be made except by a writing signed by all
parties. No amendment or waiver of this Agreement requires the consent of any individual, partnership, corporation or other entity
not a party to this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any third person any rights
or remedies under or by reason of this Agreement.


 


(f)               
Governing Law; Dispute Resolution. This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Israel, without regard to any choice-of-law rules thereof which might apply the laws of any other
jurisdiction. To the fullest extent permitted by law, the resolution of all disputes arising under, or relating to, this Agreement
shall be governed by, and construed and enforced in accordance with, the arbitration provision of the Restrictive Covenant Agreement.
The parties submit to the exclusive jurisdiction of the competent courts of Tel-Aviv in any dispute related to this Agreement.


 


(g)              
Survivorship. The provisions of this Agreement necessary to carry out the intention of the parties as expressed herein
shall survive the termination or expiration of this Agreement.


 


(h)              
Waiver. The waiver by either party of the other party’s prompt and complete performance, or breach or violation,
of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the
failure by any party hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as
a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation. No waiver
shall be deemed to have occurred unless set forth in a writing executed by or on behalf of the waiving party. No such written waiver
shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific
term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than
that specifically waived.


 


(i)                
Section Headings. The section headings contained herein are for the purposes of convenience only and are not intended
to define or limit the contents of said sections.


 


(j)                
Construction. The parties acknowledge that this Agreement is the result of arm’s-length negotiations between
sophisticated parties, each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed
as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be
construed against the drafting party shall not be applicable to this Agreement.


 



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(k)              
Cooperation. Executive agrees that, subsequent to any termination of her employment, she will continue to cooperate
with the Company in the prosecution and/or defense of any claim in which the Company may have an interest (with the right of reimbursement
for reasonable out-of-pocket expenses actually incurred) which may include, without limitation, being available to participate
in any proceeding involving the Company, permitting interviews with representatives of the Company, appearing for depositions and
trial testimony, and producing and/or providing any documents or names of other persons with relevant information in Executive’s
possession or control arising out of her employment in a reasonable time, place and manner.


 


[Signature Page Follows]


 


 


 


 


 


 


 






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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the first date written above.


 


 





	 	VARONIS SYSTEMS LTD.
	 	 
	 	By: 	/s/ Seth J. Gerson
	 	 	Name:	Seth J. Gerson
	 	 	Title:	VP and General Counsel
	 	 	 	 
	 	 	 	 
	 	EXECUTIVE
	 	 
	 	By: 	/s/ Gili Iohan
	 	 	Name:	Gili Iohan




 


 


 






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EXHIBIT A


 


General Order and Confirmation Regarding
Payments of Employers to Pension Funds and Insurance Funds instead of Severance Pay


 


Pursuant to the power granted to me under
section 14 of the Severance Pay Law 5723-1963 (“Law”) I hereby confirm that payments paid by an employer, commencing
the date hereof, to an employee’s comprehensive pension fund into a provident fund which is not an insurance fund, as defined
in the Income Tax Regulations (Registration and Management Rules of a Provident Fund) 5724-1964 (“Pension Fund”),
or to a Manager’s Insurance Fund that includes the possibility of an allowance or a combination of payments to an Allowance
Plan and to a plan which is not an Allowance Plan in an Insurance Fund (“Insurance Fund”), including payments
which the employer paid by combination of payments to a Pension Fund and to an Insurance Fund whether there exists a possibility
in the Insurance Fund to an allowance plan (“Employer Payments”), will replace the severance pay that the employee
is entitled to for the salary and period of which the payments were paid (“Exempt Wages”) if the following
conditions are satisfied:


 


(1)Employer Payments –


 


		(A)	for Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if
the employer pays for his employee an additional payment on behalf of the severance pay completion for a providence fund or Insurance
Fund at the rate of 2.33% of the Exempt Wages. If an employer does not pay the additional 2.33% on top of the 12%, then the payment
will constitute only 72% of the Severance Pay.



 


		(B)	to the Insurance Fund are not less than one of the following:



 


		(1)	13.33% of the Exempt Wages if the employer pays the employee additional payments to insure his
monthly income in case of work disability, in a plan approved by the Supervisor of the Capital Market, Insurance and Savings in
the Finance Ministry, at the lower of, a rate required to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability
Payment”).



 


		(2)	11% of the Exempt Wages if the employer pays an additional Disability Payment and in this case
the Employer Payments will constitute only 72% of the employee’s severance pay; if, in addition to the abovementioned sum,
the employer pays 2.33% of the Exempt Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds,
the Employer Payments will constitute 100% of the severance pay.



 


		(2)	A written agreement must be made between the employer and employee no later than 3 months after
the commencement of the Employer Payments that include –



 



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		(A)	the agreement of the employee to the arrangement pursuant to this confirmation which details the
Employer Payments and the name of the Pension Fund or Insurance Fund; this agreement must include a copy of this confirmation;



 


		(B)	an advanced waiver of the employer for any right that he could have to have his payments refunded
unless the employee’s right to severance pay is denied by judgment according to sections 16 or 17 of the Law, or in case
the employee withdrew monies from the Pension Fund or Insurance Fund not for an Entitling Event; for this matter, Entitling Event
or purpose means death, disablement or retirement at the age of 60 or over.



 


		(3)	This confirmation does not derogate from the employee’s entitlement to severance pay according
to the Law, Collective Agreement, Extension Order or personal employment agreement, for any salary above the Exempt Wages.



 


 


 




 


 


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