Exhibit 99.2
AMENDED AND RESTATED 2018 SENIOR MANAGEMENT BONUS PLAN
August 10, 2018
This plan amends and restates in its entirety the 2018 Senior Management Bonus Plan originally adopted by Imperva, Inc. (the “Company”) on February 14, 2018 (the “Original Plan”).
A. CASH BONUS PLAN
Each of the Company’s executive officers is eligible to participate in the Cash Bonus Plan.
The cash bonus payable to executive officers will be calculated quarterly. The amount of bonus payable with respect to each quarter is the “Quarterly Bonus.” The Quarterly Bonus will be equal to (1) the Quarterly Bonus Amount at Target applicable to such executive officer as set forth in the first table below, multiplied by (2) the percentage applicable to the combination of billings and operating expenses achieved by the Company in each quarter set forth in the second table further below (the “Quarterly Achievement Percentage”).
| | |
Executive Officer | | Quarterly Bonus Amount at Target |
President and Chief Executive Officer | | $110,000 |
Chief Financial Officer | | $55,500 |
Chief Legal Officer and Chief of Staff | | $43,750 |
| | | | | | | | | | | | | | | | | | | | | | |
| | | Billings* |
| 100% | | 105% | | 110% | | 115% | | 125% | | 125% | | 130% | | 135% | | 140% | | 145% | | 150% | | +18% |
| 95% | | 100% | | 105% | | 110% | | 120% | | 120% | | 125% | | 130% | | 135% | | 140% | | 145% | | +15% |
| 90% | | 95% | | 100% | | 105% | | 115% | | 115% | | 120% | | 125% | | 130% | | 135% | | 140% | | +12% |
| 85% | | 90% | | 95% | | 100% | | 110% | | 110% | | 115% | | 120% | | 125% | | 130% | | 135% | | +9% |
| 80% | | 85% | | 90% | | 95% | | 105% | | 105% | | 110% | | 115% | | 120% | | 125% | | 130% | | +5% |
| 75% | | 80% | | 85% | | 90% | | 100% | | 100% | | 105% | | 110% | | 115% | | 120% | | 125% | | AOP % |
| 75% | | 80% | | 85% | | 90% | | 100% | | 100% | | 105% | | 110% | | 115% | | 120% | | 125% | | -3% |
| 60% | | 65% | | 70% | | 75% | | 85% | | 85% | | 90% | | 95% | | 100% | | 105% | | 110% | | -6% |
| 50% | | 55% | | 60% | | 65% | | 75% | | 75% | | 80% | | 85% | | 90% | | 95% | | 100% | | -9% |
| 50% | | 55% | | 60% | | 65% | | 75% | | 75% | | 80% | | 85% | | 90% | | 95% | | 100% | | -12% |
| 50% | | 55% | | 60% | | 65% | | 75% | | 75% | | 80% | | 85% | | 90% | | 95% | | 100% | | -15% |
| +5% | | +4% | | +3% | | +2% | | +1% | | AOP % | | -3% | | -5% | | -7% | | -8% | | -9% | | |
| Operating Expenses** | | |
* Billings are calculated as revenue plus the change in deferred revenue during the applicable period, plus any adjustment to the deferred revenue balance due to the adoption of the new revenue recognition standard (Accounting Standards Codification 606, Revenue from Contracts with Customers) (“ASC 606”), and excluding the impact of acquisitions.
** Operating expenses are calculated on a non-GAAP basis applied consistently with past practice, assuming commission expense recognition under ASC 606 and excluding the impact of acquisitions.
The vertical axis representing billings is centered on the billings target contemplated in the Company’s updated 2018 Annual Operating Plan (the “AOP”) for such quarter with increments and decrements of between three and five percentage points each from the AOP billings target. The horizontal axis representing operating expenses is centered on controlling operating expenses as contemplated in the AOP, with increments and decrements of between one and three percentage points each from the AOP operating expenses target.
Billings and operating expenses achievements that fall between the percentages in the table above will be rounded to the nearest whole interpolated percentage. If billings achievement falls below the percentages in the table above or operating expenses exceed the percentages in the table above, no Quarterly Bonus will be paid.
