IMPV Imperva, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amendment and Restatement of Senior Management Bonus Plan

On August 10, 2018, the Compensation Committee of the Company approved the amendment and restatement (the “ Current Plan ”) of the 2018 Senior Management Bonus Plan (the “ Prior Plan ”), which provides compensation incentives for executive officers of Imperva based on the achievement of performance targets. The Current Plan changes the existing incentive metrics of revenue growth and operating margin under the Prior Plan to billings and operating expenses to be more consistent with the Company’s strategic transition to a subscription revenue model. The Compensation Committee believes billings, which is defined as revenue plus the change in deferred revenue, is a more comprehensive measure for the growth of the business as customers increasingly purchase subscription and software as a service offerings, and operating expenses is a more appropriate metric related to profit than operating margin.

The Current Plan replaced the Quarterly Achievement Percentage table (as defined in the Prior Plan) with the following table:

*        Billings are calculated as revenue plus the change in deferred revenue during the applicable period, plus any adjustments 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 in the table above represents billings for a particular quarter, in increments and decrements of between three and five percentage points from the billings target contemplated in the Company’s updated 2018 Annual Operating Plan (the “ AOP ”). The horizontal axis in the table above represents non-GAAP operating expenses for a particular quarter, in increments and decrements of between one and three percentage points from the operating expenses target contemplated in the AOP.

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 (as defined in the Current Plan) will be paid.

The Compensation Committee may reduce the Quarterly Bonus awarded in its discretion.

The foregoing description of the Prior Plan and the Current Plan is a summary, is not complete, and is qualified in its entirety by the terms and conditions of the Prior Plan, which was filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and the Current Plan filed as Exhibit 99.2 hereto.