EX-10.03



 Exhibit 10.03 
 2013 IMPERVA COMPENSATION PLAN 
 Objectives: 

 

	 	•	 	 Reward strong performance against quotas through significant upside potential. 



 

	 	•	 	 Drive new product, maintenance, professional services and training bookings. 



 

	 	•	 	 Penetrate new accounts and win market share. 


  

	 	•	 	 Improve customer satisfaction by leveraging multi-year and premium maintenance options. 



Plan Participation: 
 This plan
applies to members of the Imperva Sales Organization. This plan is effective from January 1, 2013 through December 31, 2013, and supersedes participation in other Imperva bonus or commission plans. 

Compensation Plan Guidelines: 
  

	 	•	 	 Sales Territory Assignments - You will be assigned a sales territory consisting of a specific geographical area, product(s) and/or services,
specific accounts or partners, distribution channel or some combination thereof. All territory assignments are made at Imperva’s sole discretion and can be modified at any time by Imperva sales management. All territory assignments must be
approved by the Senior VP Worldwide Sales. 


  

	 	•	 	 Quotas - You will be assigned, in writing, one or more Quotas that will be identified and communicated to you in your Goals Acknowledgement Form
(GAF). Your performance against the individual sales Quota(s) set forth in your GAF will, in conjunction with other goals and objectives assigned by management, serve as a basis for measuring your overall performance. 



Quota targets are designated annually. Tiered commission rates will be applied against annual quota achievement, exceeding quota qualifies
for rate acceleration. See GAF for details. 
 Employees who are newly hired or transfer into an eligible commission-based sales
position from a non-commissionable position during a quarter receive a prorated quota and commission target for that quarter as outlined in the table below: 
  

			
	 Hire / Transfer Date
	 	 Prorated Quota / Commission Target

	1st of the month	 	100% for that month
	2nd through the 15th of the month	 	50% for that month
	After the 15th of the month	 	0%


  

					
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	 	•	 	 Commissions are uncapped unless the total deal size is over $5,000,000 USD per RSD involved. In this case the Senior VP of Sales and the Chief
Financial Officer shall determine quota and commission. 


  

	 	•	 	 Commissions and quota retirement shall be earned on maintenance only in cases where it is sold as part of a product order. Maintenance Renewals do not
retire quota but may earn limited commissions from time to time subject to SVP of Sales Operations approval. 


  

	 	•	 	 Commission rates accelerate as quota attainment increases. Accelerated commission rates apply incrementally. 



 

	 	•	 	 All commissions are calculated based on net revenue (amount less commission/referral/royalty/finder’s fees paid to partners).



  

	 	•	 	 Discounting guidelines outlined in the then current Imperva discount policy must be adhered to in order to earn quota and commission credit, unless
otherwise approved by the Senior VP Worldwide Sales. 


  

	 	•	 	 Commission and quota credit for Term Licenses, Rentals and Multi-year Maintenance or SOC Services Contracts is given when the fees are billable.



  

	 	•	 	 Should a multi-year contract have a cancellation clause or “out”, then only the portion of the contract considered “firm” shall be
credited to Employee. Once additional portions of the contract are firm, commissions on those portions will be paid. 


  

	 	•	 	 Special Quarterly Incentives Rules – Imperva sales management, at its discretion, may occasionally run special quarterly incentive programs. The
terms of this plan apply to the special programs and take precedence if program rules conflict with this plan. 


  

	 	•	 	 Each member of the Imperva sales team will be required to sign the following document each time the plan is updated to participate in this plan:



  

	 	•	 	 An individualized “Goals Acknowledgement Form (GAF)” (Exhibit1) 



 

	 	•	 	 Each member of the Field or Corporate Sales teams will be required to sign a certification document quarterly prior to receiving end of quarter
commission payments. This certification states, among other things, that (1) there are no side agreements made on behalf of Imperva or discounts or concessions which have not been reported to the finance or legal departments, (2) such
member is not aware of any fraud or misconduct on the part of any employees, consultants, partners or agents of Imperva, and (3) such member is in compliance with Imperva’s policies regarding the Foreign Corrupt Practices Act and other
anti-bribery laws. 


  

	 	•	 	 Commissions are deemed earned when bookings are billable per Imperva’s “Revenue Recognition Policy” which can be found on Compass under
Finance/ Financial Information and the Employee has signed and returned the required documents listed above. Imperva reserves the right to hold commission payments until the GAF is signed (unchanged) by Employee. Also no commissions shall be paid
for any transaction that is inconsistent with or is contrary to the terms and conditions of Imperva’s revenue recognition policies or the terms and conditions of the applicable authorized agreement(s). 



 

	 	•	 	 Payment for booking of professional services and training will be withheld until services or training have been delivered and invoiced.



  

	 	•	 	 Quota retirement is given toward accelerators and club at the time of booking 



 

	 	•	 	 Once services are delivered and invoiced, commissions will be paid based on the amounts invoiced. 



  

					
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	 	•	 	 The only exception to the above policy will be applicable to Resident and Designated Security Engineers, where commissions will be paid on bookings. In
the event these services are not delivered or cut short by the customer, it will be handled as a charge back as described below. 


  

	 	•	 	 Shared Hosting Bookings. 


  

	 	•	 	 When shared products are rented or purchased including any associated services, the following positions will receive commission and quota credit:



  

	 	•	 	 MSSP Director, VPs and SVP. 



Splits 
  

	 	•	 	 Split distribution will not to exceed 100% of total booking. This will be determined on a case-by-case basis according to the selling level of effort.
Commission and Quota credit will be split in accordance with the following guidelines unless a previously written agreement approved by the appropriate RVP(s) specifies otherwise: 



 

	 	•	 	 25% of the portion of the transaction pertaining to the installation location(s) is credited to the team that supports the installation
location(s) provided the install site(s) requires local sales support including customer calls, coordination of PS, education and training. The remainder of the transaction is credited to the team that is responsible for the primary selling effort
which includes identifying the opportunity, qualifying the lead, developing the proposal, negotiating the deal and securing a signed purchase order. 


  

	 	•	 	 For large enterprise customers that have multiple divisions or subsidiaries, a transaction will be split 25% to the team that owns the corporate
relationship when the primary selling effort (i.e., lead qualification, development, negotiation, etc.) occurs at the installation site(s). This assumes that the customer’s headquarters location requires sales support. If no sales support is
required at the headquarters location then 100% of the transaction will be credited to the team that supports the installation location(s). 


  

	 	•	 	 All sales efforts by you or your channel partners outside of your territory must be approved in advance by your Regional VP of Sales and the Senior VP
Sales Operations. WITHOUT ADVANCE APPROVAL TO PURSUE A DEAL OUTSIDE OF YOUR TERRITORY OR WITHOUT PRIOR NOTIFICATION THAT YOUR CHANNEL PARTNER HAS ENGAGED IN A DEAL OUTSIDE OF YOUR TERRITORY, YOU MAY POTENTIALLY FORFEIT ANY COMMISSION OR QUOTA CREDIT
RELATED TO THAT DEAL. 


  

	 	•	 	 Out Of Territory Bonus (OTB): From time to time, Sales employees may be asked to temporarily assist with accounts outside of their territory (for which
they do not carry quota). Bookings for accounts that fall into OTB category will not retire quota and are temporary in nature. Employees will be compensated based on a standard, non-tiered commission rate. 



 

	 	•	 	 The Senior VP of Worldwide Sales, in his/her sole discretion, may revise an individual split agreement or the split policy at any time.




  

					
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 Club Qualification 

 

	 	•	 	 To qualify for club, sales employees must achieve 100% of annual quota. Team members joining after January 1st must attain a full year quota. 



Commission Rates and Calculation for Bookings Goals 
  

	 	•	 	 On the attached GAF (Exhibit 1), select the applicable commission rate based on the % of 2013 quota achieved and the eligible booking.



  

	 	•	 	 Multiply the eligible revenue dollars recognized by the applicable commission rate to determine the commission. 



Commission Payment: 
  

	 	•	 	 Payment of Commission – Earned commissions will be paid monthly. Payments will be calculated at the end of the month and paid in the next
pay period in the following month. 


  

	 	•	 	 Payment of Quarterly Objectives – Earned quarterly objectives will be paid quarterly. Payments will be calculated at the end of the quarter
and paid in the next pay period in the following month. 


  

	 	•	 	 2012 Bookings – In those cases where commission was paid based upon the 2012 Plan, no additional commission or quota credit will be due
under the 2013 Plan. 


  

	 	•	 	 Adjustments – In cases where there are royalty payments or any other out of the ordinary costs, quota and commission credit earned will be
based on the license price minus the royalty, discount(s), or out of the ordinary costs specific to the individual contract. 


  

	 	•	 	 Conditional Orders (Try and Buys) - Commissions earned on all conditional bookings are paid when: 



 

	 	•	 	 Contractually required written acceptance (by email or any other written communication) from customer is received by Imperva’s Finance via the
Imperva Regional Sales Director or, 


  

	 	•	 	 Contractually there is NO required written acceptance (by email or any other written communication) from customer and the Acceptance Period has been
completed and no further notices are required from Customer for acceptance purposes. 


  

	 	•	 	 Payment of commissions for conditional terms have been approved in advance by Senior VP Worldwide Sales and Senior VP Worldwide Sales Operations.
 


  

	 	•	 	 Charge backs – If Imperva determines that an invoice is uncollectible, or if Imperva makes a refund or grants credit for payments made
against any invoice, or if an order is reversed, all commissions and quota retirement credited to the Employee based on such transaction will be cancelled, and all payments made to the Employee will be reimbursed to Imperva through a reduction in
future commissions due the Employee pursuant to this plan, or in the event of a terminating employee, out of any other moneys due to the employee at Imperva’s sole option. 



 

	 	•	 	 Commission Errors – Employees will promptly report any unearned commissions that have been paid by Imperva in error. All commission errors
will be reimbursed to Imperva through a reduction in future commissions due the Employee pursuant to this plan, or in the event of a terminating employee, out of any other moneys due to the employee at Imperva’s sole option.




  

					
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	 	•	 	 Territory/Account Re-Assignment - In the case where the territory or accounts are reassigned or changed, the Senior Vice President Worldwide
Sales will determine the time frame for when the account is assigned to the new sales person and becomes commissionable. 


  

	 	•	 	 Change in Job Status - In the event of a transfer, leave of absence, or promotion, the employee shall receive commissions earned prior to the
effective date per the terms of the plan. The Senior VP Worldwide Sales and the Chief Financial Officer have the right and discretion to jointly determine eligibility for commission credit per the terms of the plan, on revenue recognized after the
effective date of the change in job status. 


  

	 	•	 	 Termination of Employment – Payment will be made on commissions earned by the employee on or before his/her termination date (the last day
worked) within 30 days of that date. No commissions will be due on deals that were initiated but not booked prior to separation from Imperva by the Employee. 



 

	 	•	 	 House Accounts – At the discretion of the Senior VP of Worldwide Sales and Regional Vice Presidents, certain established company accounts
may be distinguished as “House Accounts” and will not be eligible for commission and quota credit. House Accounts can be Worldwide or Geographical (Americas, EMEA, and APJ) in nature. 



 

	 	•	 	 Named Accounts – At the discretion of the Senior VP of Worldwide Sales and Regional Vice Presidents, certain accounts may considered
strategic in nature to Imperva and may be assigned to specific Regional Sales Directors or Directors of Sales roles (“Named Accounts”). 


 Additional Plan Terms: 
  

	 	•	 	 Employment at Will (US Only)- Consistent with other compensation and benefit programs, this plan in no way creates a contract of employment and
does not obligate Imperva to continue to employ the participant during the term of the plan. All employees of Imperva are at-will employees. 


  

	 	•	 	 Right to Change the Plan - Imperva reserves the right to change, terminate, amend, or repeal all or a portion of the plan at any time on thirty
days’ notice, subject to senior management discretion. 


  

	 	•	 	 Dispute Resolution - The Senior VP Worldwide Sales in conjunction with the Vice President of Human Resources will make all decisions concerning
the interpretation of this plan, and such decision shall be final, binding and shall not be subject to appeal or modification. The plan is to be interpreted in accordance with the laws of the State of California, USA. If any term of this plan is
found to be in non-conformance with a given state, federal, or country law, that term will be unenforceable but will not negate other terms of this plan. 



  

					
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 Exhibit 1 

Vice President Worldwide Business Operations Goals Acknowledgement Form (GAF) for 2013 Plan Year 

 

							
	Employee:	  	Jason Forget	  	Annual Base Salary:	  	240,000
	Position:	  	Sr. Vice President	  	Annual Incentive Target:	  	85,000
	Territory:	  	Worldwide Business Operations	  	Total Compensation at Target:	  	325,000
	Effective Date:	  	January 1, 2013	  	Article I. Compensation Currency:	  	USD

  

																	
	 Article II. Incentive Component
	  	 Plan Mechanics
	 	 	Payout
Frequency	  	Annual
incentive
@ 100%	 
	Territory Annual Quota (USD): As provided in the annual operating plan	  	Tiered commission rate scheme as
follows1:	   	 	Monthly	  	 	50	% 
							
	 Half
	  	 Span
	  	 Quota
	  	 % Quota Attained
	  	 Commission
 Rate Per

Half
	 	 	 	  	 	 
	 1
	  	January-December	  	As provided in the annual operating plan	  	0% - 100%	  	 	.03	% 	 		  			
		  		  		  	100% - 110%	  	 	.04	% 	 		  			
		  		  		  	+ 110%	  	 	.05	% 	 		  			
	Quarterly Objective	  	Objectives to be defined each quarter	  	 	Quarterly	  	 	50	% 

 By signing below, I acknowledge that I have received, understand and agree to the terms of my CY2013 compensation plan
which incorporates the CY 2013 GAF by reference. I further acknowledge that Imperva management reserves the right to change the terms of the CY 2013 compensation plan from time to time at any time during CY 2013. I understand that I will
not earn the commissions specified on this schedule unless/until I have signed and returned this form. 
  

									
	Employee Signature:	  	 /s/ Jason Forget
	  		  	Date:	  	2/8/13
					
	Manager Signature:	  	 /s/ Shlomo Kramer
	  		  	Date:	  	2/8/13

  
  

	1 	The SVP of Sales and Chief Financial Officer will review quota and commission credit on any deals greater than $5 million. 


  

					
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