A. Overview and Objectives
This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of Innoviz Technologies Ltd. (“Innoviz” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 (the “Companies Law”).
Compensation is a key component of Innoviz’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance Innoviz’s value and otherwise assist Innoviz 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 Innoviz’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, Innoviz’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 Innoviz’s Compensation Policy for five (5) years, commencing as of its adoption, unless amended earlier.
The Compensation Committee and the Board of Directors of Innoviz (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.
Innoviz’s objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute to Innoviz’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 Innoviz’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 Innoviz’s shareholders in order to enhance shareholder value; |
| 2.2. | To align a significant portion of the Executive Officers’ compensation with Innoviz’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. |
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