EX-10.30



 Exhibit 10.30 
 2013 SENIOR MANAGEMENT BONUS PLAN 
 A. CASH BONUS PLAN 

All Imperva, Inc. (the “Company”) executive officers who do not otherwise receive variable cash compensation (other than pursuant to the
“Supplemental Cash Bonus Plan” discussed in Section B below) will be eligible to participate in the Cash Bonus Plan. 
 The cash bonus payable to eligible executive officers will be calculated quarterly. At the end of each fiscal quarter, the quarterly revenues target and the quarterly operating expenses target, each as
provided in the Company’s annual operating plan, will be compared to the Company’s actual quarterly performance. The amount of the bonus payable with respect to each quarter is the sum of the Quarterly Revenues Bonus and the Quarterly
Operating Expenses Bonus, each as defined below below.1

 The “Quarterly Revenues Bonus” is equal to the Quarterly Bonus Amount specified in the table below (at the end of this section),
multiplied by 50%, multiplied by the Quarterly Revenues Bonus Percentage, determined as follows: 
  

			
	 Quarterly Revenues
Bonus Percentage
	  	 Percentage Achievement Relative to Quarterly Revenue

Target (in accordance with the Company’s internal operating plan)

	100%	  	3 100%
	90%	  	3 99% and < 100%
	80%	  	3 98% and < 99%
	70%	  	3 97% and < 98%
	0%	  	< 97%

 The “Quarterly Operating Expenses Bonus” is equal to the Quarterly Bonus Amount specified in the table below
(at the end of this section), multiplied by 50%, multiplied by the Quarterly Operating Expenses Bonus Percentage, determined as follows: 
  

			
	 Quarterly Operating
Expenses Bonus
Percentage
	  	 Percentage of Expenses Relative to Quarterly Operating

Expenses Target (in accordance with the Company’s internal
 operating plan)2

	100%	  	£ 100%
	90%	  	> 100% and < 101%
	80%	  	3 101% and < 102%
	70%	  	3 102% and < 103%
	0%	  	3 103%

  

	1 	For example, if the Company meets the quarterly revenues target and the quarterly operating expenses target in the first quarter, the Chief Executive Officer will
receive a bonus for that quarter equal to ($62,500 × (50% × 100%)) + ($62,500 × (50% × 100%)) = $62,500. 


	2 	Expenses actually paid or accrued by the Company related to the payment of commissions to the Company’s sales personnel above the 100% level allocated for such
expenses in the Company’s internal operating plan shall not be included as expenses for purposes of this computation. 








 Notwithstanding the foregoing, no cash bonus (neither a Quarterly Revenues Bonus, nor a Quarterly Operating
Expenses Bonus) will be payable under this Cash Bonus Plan in any quarter to any eligible executive officer if (a) the Company does not achieve at least 97% of its quarterly revenues target or (b) quarterly operating expenses are more than
103% of the quarterly operating expenses target. 
 In addition, to the extent that either the Quarterly Revenues Bonus Percentage or the
Quarterly Operating Expenses Bonus Percentage as determined in accordance with the paragraphs above is less than 100%, then both the Quarterly Revenues Bonus and the Quarterly Operating Expenses Bonus will be paid as if each such percentage was
achieved and paid at the average of the two percentages. 
 It is anticipated that each Quarterly Revenues Bonus and Quarterly Operating
Expenses Bonus, if any, will be paid to eligible executive officers promptly following the determination of actual quarterly performance relative to the quarterly revenues target and the quarterly operating expenses target for such quarter, provided
that the Compensation Committee has not determined to reduce such bonus. 
  

					
	 Executive Officer
	  	Quarterly Bonus Amount	 
	 President and Chief Executive Officer
	  	$	75,000	  
	 Chief Financial Officer
	  	$	28,125	  
	 Chief Technology Officer
	  	$	8,965	  
	 SVP, Worldwide Marketing
	  	$	17,500	  
	 SVP and General Counsel
	  	$	28,750	  
	 SVP, Engineering
	  	$	8,987	  
	 VP, Human Resources
	  	$	12,500	  

 B. SUPPLEMENTAL CASH BONUS PLAN 
 All of the Company’s executive officers, other than the Company’s Senior Vice President of Worldwide Sales, will be eligible to participate in this Supplemental Cash Bonus Plan. 

The cash bonus payable to executive officers who are eligible for the Supplemental Cash Bonus Plan will be calculated annually based
on the Company’s overachievement, if any, of its annual revenues target and its annual operating income
target3, each as provided in the Company’s annual
operating plan. The amount of the pool for the Supplemental Cash Bonus Plan (the “Aggregate Supplemental Bonus Amount”) will equal (a) for each full percent above the annual revenues target at the 100% level, 3.5% of the excess amount
above such annual revenues target, plus (b) for each full percent above the annual operating income target at the 100% level, 3.5% 
  

 

	3 	 The annual operating income target excludes stock-based compensation expenses and amortization of intangibles, if any, but includes the impact of any
bonuses determined under the Cash Bonus Plan and the Supplemental Cash Bonus Plan. In addition, expenses actually paid or accrued by the Company related to the payment of commissions to the Company’s sales personnel above the 100% level
allocated for such expenses in the Company’s internal operating plan shall not be included as expenses for purposes of this computation. 


  

  
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of the excess amount above such annual operating income target. In the event that the Company meets only an annual revenues target per-centum overachievement but not an annual operating income at
the same target overachievement per-centum, or vice versa, then the Aggregate Supplemental Bonus Amount, if any, will be determined based on the level at which both the revenues target and operating income target have been overachieved.4 The amount of the supplemental bonus payable to each eligible
executive officer is the Aggregate Supplemental Bonus Amount, multiplied by the Supplemental Bonus Percentage specified in the table below. It is anticipated that the supplemental cash bonuses, if any, will be paid promptly after the end of the
fiscal year following the determination of actual annual performance relative to the annual revenues target and the annual operating income target, provided that the Compensation Committee has not determined to reduce such bonus. 

Notwithstanding the foregoing, no supplemental cash bonus will be payable to any eligible executive officer if the Quarterly Revenues Bonus or the
Quarterly Operating Expenses Bonus is not payable in any quarter. 
  

					
	 Executive Officer
	  	Supplemental Bonus Percentage	 
	 President and Chief Executive Officer
	  	 	15.11	% 
	 Chief Financial Officer
	  	 	15.11	% 
	 Chief Technology Officer
	  	 	10.61	% 
	 SVP, Worldwide Marketing
	  	 	15.11	% 
	 SVP and General Counsel
	  	 	15.11	% 
	 SVP, Worldwide Business Operations
	  	 	8.42	% 
	 SVP, Engineering
	  	 	10.63	% 
	 VP, Human Resources
	  	 	9.91	% 

 C. EQUITY BONUS PLAN 
 Company executive officers will be eligible to participate in an equity pool of shares of common stock (in the form of options). The size of the equity pool will be determined by the Compensation
Committee in connection with the fiscal year-end review, based on the number of executive officers participating, the cumulative achievement of quarterly bookings and operating expenses targets within the fiscal year and other factors. The
Compensation Committee will determine the maximum number of shares to be allocated to the Company’s Chief Executive Officer and then the Compensation Committee, with input from the Company’s Chief Executive Officer, will determine the
allocation of the remainder of the shares among the rest of the executive team. Such options will vest according to standard vesting terms as determined by the Compensation Committee. 

 
  

	4 	For example, if the Company achieves 103% of the annual revenues target and 102% of the annual operating income target, the Aggregate Supplemental Bonus Amount for the
Supplemental Cash Bonus Plan will be equal to 7.0% of the amount that the Company achieves in excess of the annual revenues target, plus 7.0% of the amount that the Company achieves in excess of the annual operating income target (including
reflecting the impact of any bonuses determined under the Cash Bonus Plan and the Supplemental Cash Bonus Plan). 


  
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