This document sets forth the Compensation Policy for Executive Officers and Directors (this Compensation Policy or Policy) of JFrog Ltd. (JFrog or the Company), in accordance with the requirements of the Companies Law, 5759-1999 (the Companies Law).
Compensation is a key component of JFrogs overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance JFrogs value and otherwise assist JFrog to reach its business and financial long-term goals. Accordingly, the structure of this Policy is established to tie the compensation of officers and directors to JFrogs 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, JFrogs 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 by such law.
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 JFrogs Compensation Policy for five (5) years, commencing as of its adoption, unless amended earlier.
The Compensation Committee and the Board of Directors of JFrog (the Compensation Committee and the Board, respectively) shall review and reassess this Policy from time to time, as required by the Companies Law.
JFrogs objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute to JFrogs 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 JFrogs core values as part of a motivated behavior. To that end, this Policy is designed, among others:
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To closely align the interests of the Executive Officers with those of JFrogs shareholders in order to enhance shareholder value;
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To align a significant portion of the Executive Officers compensation with JFrogs short and long-term goals and performance;
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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;
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To strengthen the retention and the motivation of Executive Officers in the long term;
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To provide appropriate awards in order to incentivize superior individual excellency and corporate performance; and
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To maintain consistency among Executive Officers in the way Executive Officers are compensated.