A. Overview and Objectives

B. Base Salary and Benefits

C. Cash Bonuses

D. Equity Based Compensation

E. Retirement and Termination of Service Arrangements

F. Exculpation, Indemnification and Insurance

G. Arrangements upon Change of Control

H. Board of Directors Compensation

I. Miscellaneous

Introduction

Objectives

To closely align the interests of the Executive Officers with those of Innoviz’s shareholders in order to enhance shareholder value;

To align a significant portion of the Executive Officers’ compensation with Innoviz’s short and long-term goals and performance;

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;

To strengthen the retention and the motivation of Executive Officers in the long term;

To provide appropriate awards in order to incentivize superior individual excellency and corporate performance; and

To maintain consistency in the way Executive Officers are compensated.

Compensation Instruments

instruments under this Policy may include the following:

Base salary;

Benefits;

Cash bonuses;

Equity based compensation; and

Retirement and termination terms.

Overall Compensation - Ratio Between Fixed and Variable Compensation

This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately incentivize Executive Officers to meet Innoviz’s short and long-term goals while taking into consideration the Company’s need to manage a variety of business risks.

The total annual bonus and equity-based compensation of each Executive Officer shall not exceed 95% of the total compensation package of such Executive Officer on an annual basis.

Inter-Company Compensation Ratio

In the process of drafting and updating this Policy, Innoviz’s Board and Compensation Committee have examined the ratio between employer cost associated with the engagement of the Executive Officers, including directors, and the average and median employer cost associated with the engagement of Innoviz’s other employees (including contractor employees as defined in the Companies Law) (the “Ratio”).

The possible ramifications of the Ratio on the daily working environment in Innoviz were examined and will continue to be examined by Innoviz from time to time in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in Innoviz.

Base Salary

A base salary provides stable compensation to Executive Officers and allows Innoviz to attract and retain competent executive talent and maintain a stable management team. The base salary varies among Executive Officers, and is individually determined according to industry benchmark, the educational background, prior vocational experience, qualifications, company’s role, business responsibilities and the past performance of each Executive Officer.

Since a competitive base salary is essential to Innoviz’s ability to attract and retain highly skilled professionals, Innoviz will seek to establish a base salary that is competitive with base salaries paid to Executive Officers in a peer group of other companies operating in technology sectors which are similar in their characteristics to Innoviz’s, as much as possible, while considering, among others, such companies’ size and characteristics including their revenues, profitability rate, number of employees and operating arena (in Israel or globally), the list of which shall be reviewed and approved by the Compensation Committee at least every two years, pursuant to Company standards such review is typically done once a year. To that end, Innoviz shall utilize as a reference, comparative market data and practices, which will include a compensation survey that compares and analyses the level of the overall compensation package offered to an Executive Officer of the Company with compensation packages in similar positions to that of the relevant officer) in such companies. Such compensation survey may be conducted internally or through an external independent consultant. Information on such compensation survey shall be included in the proxy statement published in connection with the annual general meeting of Innoviz’s shareholders.

The Compensation Committee and the Board may periodically consider and approve base salary adjustments for Executive Officers. The main considerations for base salary adjustment are similar to those used in initially determining the base salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements, budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing compensation arrangements of the Executive Officer whose base salary is being considered for adjustment.

Benefits

The following benefits may be granted to the Executive Officers in order, among other things, to comply with legal requirements:

Vacation days in accordance with market practice;

Sick days in accordance with market practice;

Convalescence pay according to applicable law;

Monthly remuneration for a study fund, as allowed by applicable law and in accordance with Innoviz’s practice and in reference to the practice in peer group companies;

Innoviz shall contribute on behalf of the Executive Officer to an insurance policy or a pension fund, as allowed by applicable law and with reference to Innoviz’s policies and procedures and the practice in peer group companies; and

Innoviz shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed by applicable law and with reference to Innoviz’s policies and procedures and to the practice in peer group companies.

Non-Israeli Executive Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they are employed. Such customary benefits shall be determined based on the methods described in Section 6.2 of this Policy (with the necessary changes and adjustments).

In events of relocation or repatriation of an Executive Officer to another geography, such Executive Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed or additional payments to reflect adjustments in cost of living. Such benefits shall include reimbursement for out of pocket one-time payments and other ongoing expenses, such as housing allowance, car allowance, and home leave visit, etc.

Innoviz may offer additional benefits to its Executive Officers, which will be comparable to customary market practices, such as, but not limited to: cellular and land line phone benefits, company car and travel benefits, reimbursement of business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits (such as newspaper subscriptions, academic and professional studies), etc., provided, however, that such additional benefits shall be determined in accordance with Innoviz’s policies and procedures.

Annual Cash Bonuses - The Objective

Compensation in the form of an annual cash bonus is an important element in aligning the Executive Officers’ compensation with Innoviz’s objectives and business goals. Therefore, a pay-for-performance element, as payout eligibility and levels are determined based on actual financial and operational results, as well as individual performance.

An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical objectives and individual targets determined by the Compensation Committee (and, if required by law, by the Board) at the beginning of each calendar year, or upon engagement, in case of newly hired Executive Officers, taking into account Innoviz’s short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating any annual cash bonus payout, with respect to each calendar year, for each Executive Officer. In special circumstances, as determined by the Compensation Committee and the Board (e.g., regulatory changes, significant changes in Innoviz’s business environment, a significant organizational change, a significant merger and acquisition events etc.), the Compensation Committee and the Board may modify the objectives and/or their relative weights during the calendar year.

In the event the employment of an Executive Officer is terminated prior to the end of a fiscal year, the Company may (but shall not be obligated to) pay such Executive Officer a full annual cash bonus or a prorated one. Such bonus, if paid, will become due on the same scheduled date for annual cash bonus payments by the Company.

The actual annual cash bonus to be awarded to Executive Officers shall be approved by the Compensation Committee and the Board.

Annual Cash Bonuses - The Formula

The annual cash bonus of Innoviz’s Executive Officers, other than the chief executive officer (the “CEO”), will be based on performance objectives and a discretionary evaluation of the Executive Officer’s overall performance by the CEO and subject to minimum thresholds. The performance objectives will be approved by Innoviz’s CEO at the commencement of each calendar year (or upon engagement, in case of newly hired Executive Officers or in special circumstances as indicated in Section 8.2 above) on the basis of, but not limited to, company, division and individual objectives. The performance measurable objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on:

Overall company performance measures, which are based on actual financial and operational results, such as revenues, sales, operating income and cash flow. At least 30% of the annual cash bonus of Innoviz’s Executive Officers will be based on overall company performance measures; and

Divisional objectives which may include operational objectives, such as market share, initiation of new markets and products/platforms/features and operational efficiency, customer focused objectives, project milestones objectives and investment in human capital objectives, such as employee satisfaction, employee retention and employee training and leadership programs.

The target annual cash bonus that an Executive Officer, other than the CEO, will be entitled to receive for any given calendar year, will not exceed 100% of such Executive Officer’s annual base salary.

The maximum annual cash bonus including for overachievement performance that an Executive Officer, other than the CEO, will be entitled to receive for any given calendar year, will not exceed 150% of such Executive Officer’s annual base salary.

The annual cash bonus of Innoviz’s CEO will be mainly based on performance measurable objectives and subject to minimum thresholds as provided in Section 8.2 above. Such performance measurable objectives will be determined annually by Innoviz’s Compensation Committee (and, if required by law, by Innoviz’s Board) at the commencement of each calendar year (or upon engagement, in case of newly hired CEO or in special circumstances as indicated in Section 8.2 above) on the basis of, but not limited to, company and personal objectives. These performance measurable objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be categorized as described below:

Between 35%-65% will be based on overall company performance measures, which are based on actual financial and operational results, such as revenues, sales, operating income and cash flow; and

Between 35%-65% will be based on goals set forth in the Company’s annual operating plan and long-term plan, such as achieving technological objectives and design wins and achieving strategic technology objectives.

The less significant part of the annual cash bonus granted to Innoviz’s CEO, and in any event not more than 30% of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria.

The target annual cash bonus that the CEO will be entitled to receive for any given calendar year, will not exceed 150% of his or her annual base salary.

The maximum annual cash bonus including for overachievement performance that the CEO will be entitled to receive for any given calendar year, will not exceed 200% of his or her annual base salary.

Special Bonus. Innoviz may grant its Executive Officers a special bonus as an award for special achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan under exceptional circumstances or special recognition in case of retirement) at the CEO’s discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Special Bonus”). The Special Bonus will not exceed 50% of the Executive Officer’s total compensation package on an annual basis.

Signing Bonus. Innoviz may grant a newly recruited Executive Officer a signing bonus at the CEO’s discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Signing Bonus”). The Signing Bonus will not exceed 30% of the Executive Officer’s annual base salary.

Relocation/ Repatriation Bonus. Innoviz may grant its Executive Officers a special bonus in the event of relocation or repatriation of an Executive Officer to another geography (the “Relocation Bonus”). The Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 30% of the Executive Officer’s annual base salary.

Compensation Recovery (“Clawback”)

In the event of an accounting restatement, Innoviz shall be entitled to recover from its Executive Officers the bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded what would have been paid under the financial statements, as restated, provided that a claim is made by Innoviz prior to the second anniversary of fiscal year end of the restated financial statements.

Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:

The financial restatement is required due to changes in the applicable financial reporting standards; or

The Compensation Committee has determined that Clawback proceedings in the specific case would be impossible, impractical or not commercially or legally efficient.

Nothing in this Section 11 derogates from any other “Clawback” or similar provisions regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws.

The Objective

The equity-based compensation for Innoviz’s Executive Officers is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the Executive Officers’ interests with the long-term interests of Innoviz and its shareholders, and to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.

The equity-based compensation offered by Innoviz is intended to be in a form of share options and/or other equity based awards, such as RSUs, in accordance with the Company’s equity incentive plan in place as may be updated from time to time.

Equity-based compensation awarded by the Company to employees, Executive Officers or directors shall not be, in the aggregate, in excess of 20% of the Company’s share capital on a fully diluted basis at the date of the grant.

All equity-based incentives granted to Executive Officers shall be subject to vesting periods in order to promote long-term retention of the awarded Executive Officers. Unless determined otherwise in a specific award agreement approved by the Compensation Committee and the Board, grants to Executive Officers other than non-employee directors shall vest gradually over a period of between three (3) to five (5) years or based on performance. The exercise price of options shall be determined in accordance with Innoviz’s Equity-Based Compensation Policy, the main terms of which shall be disclosed in the annual report of Innoviz.

All other terms of the equity awards shall be in accordance with Innoviz’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, extend the period of time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any Executive Officer’s awards, including, without limitation, in connection with a corporate transaction involving a change of control, subject to any additional approval as may be required by the Companies Law.

General Guidelines for the Grant of Awards

The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the Executive Officer.

In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee and Board shall consider the factors specified in Section 13.1 above, and in any event the total fair market value of an annual equity-based compensation at the time of grant shall not exceed: (i) with respect to the CEO - the higher of (w) 500% of the CEO’s annual base salary or (x) 0.5% of the Company’s fair market value; and (ii) with respect to each of the other Executive Officers - the higher of (y) 300% of such Executive Officer’s annual base salary or (z) 0.35% of the Company’s fair market value.

The fair market value of the equity-based compensation for the Executive Officers will be determined according to acceptable valuation practices at the time of grant.

Advanced Notice Period

Adjustment Period

Additional Retirement and Termination Benefits

Non-Compete Grant

Limitation Retirement and Termination of Service Arrangements

Exculpation

Insurance and Indemnification

Innoviz may indemnify its directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement between such individuals and Innoviz, all subject to applicable law and the Company’s articles of association.

Innoviz will provide directors’ and officers’ liability insurance (the “Insurance Policy”) for its directors and Executive Officers as follows:

The annual premium to be paid by the Innoviz shall not exceed 25% of the aggregate coverage of the Insurance Policy;

The limit of liability of the insurer shall not exceed the greater of US$ 50 million or 30% of the Company’s shareholders equity based on the most recent financial statements of the Company at the time of approval by the Compensation Committee; and

The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering Innoviz’s exposures, the scope of coverage and the market conditions and that the Insurance Policy reflects the current market conditions, and it shall not materially affect the Company’s profitability, assets or liabilities.

Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board), Innoviz shall be entitled to enter into a “run off” Insurance Policy of up to seven (7) years, with the same insurer or any other insurance, as follows:

The limit of liability of the insurer shall not exceed the greater of US$ 50 million or 30% of the Company’s shareholders equity based on the most recent financial statements of the Company at the time of approval by the Compensation Committee;

The annual premium shall not exceed 300% of the last paid annual premium; and

The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering the Company’s exposures covered under such policy, the scope of cover and the market conditions, and that the Insurance Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.

Innoviz may extend the Insurance Policy in place to include cover for liability pursuant to a future public offering of securities as follows:

The additional premium for such extension of liability coverage shall not exceed 100% of the last paid annual premium; and

The Insurance Policy, as well as the additional premium shall be approved by the Compensation Committee (and if required by law, by the Board) which shall determine that the sums are reasonable considering the exposures pursuant to such public offering of securities, the scope of cover and the market conditions and that the Insurance Policy reflects the current market conditions, and it does not materially affect the Company’s profitability, assets or liabilities.

The following benefits may be granted to the Executive Officers in addition to the benefits applicable in the case of any retirement or termination of service upon a “Change of Control”:

Vesting acceleration of outstanding options or other equity-based awards;

Extension of the exercising period of options for Innoviz’s Executive Officer for a period of up to one (1) year in case of an Executive Officer other than the CEO and two (2) years in case of the CEO, following the date of employment termination; and

Up to an additional six (6) months of continued base salary and benefits following the date of employment termination (the “Additional Adjustment Period”). For avoidance of doubt, such additional Adjustment Period shall be in addition to the advance notice and adjustment periods pursuant to Sections 14 and 15 of this Policy, but subject to the limitation set forth in Section 18 of this Policy.

A cash bonus not to exceed 150% of the Executive Officer’s annual base salary in case of an Executive Officer other than the CEO and 200% in case of the CEO.

The following benefits may be granted to Innoviz’s Board members:

All Innoviz’s Board members, excluding the chairman of the Board, may be entitled to an annual cash fee retainer of up to US$ US$ 50,000, committee membership annual cash fee retainer of up to US$ 60,000 and committee chairperson annual cash fee retainer of up to US$ 70,000. The chairperson of Innoviz’s Board may be entitled to an annual cash fee retainer of up to US$ 100,000.

The compensation of the Company’s external directors, if elected, shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time.

Notwithstanding the provisions of Sections 22.1 above, in special circumstances, such as in the case of a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation may be different than the compensation of all other directors and may be greater than the maximal amount allowed under Section 22.1.

Each member of Innoviz’s Board (excluding the chairman of the Board) may be granted an initial equity-based award in a value of up to US$ 300,000 and annual grants in a value of up to US$ 200,000 each. The equity-based awards shall vest annually over a period of between one (1) to four (4) years.

The chairperson of Innoviz’s Board may be granted an initial equity-based award in a value of up to US$ 400,000 and annual grants in a value of up to US$ 250,000 each. The equity-based awards shall vest annually over a period of between one (1) to four (4) years.

In addition, members of Innoviz’s Board may be entitled to reimbursement of expenses when traveling abroad on behalf of Innoviz.

It is hereby clarified that the compensation (and limitations) stated under Section H will not apply to directors who serve as Executive Officers.

Nothing in this Policy shall be deemed to grant any of Innoviz’s Executive Officers or employees or any third party any right or privilege in connection with their employment by the Company. Such rights and privileges shall be governed by the respective personal employment agreements. The Board may determine that none or only part of the payments, benefits and perquisites detailed in this Policy shall be granted, and is authorized to cancel or suspend a compensation package or part of it.

An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved by the CEO, provided that the amended terms of employment are in accordance with this Policy. An “Immaterial Change in the Terms of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to the Company not exceeding an amount equal to two (2) monthly base salaries of such employee.

In the event that new regulations or law amendment in connection with Executive Officers and directors compensation will be enacted following the adoption of this Policy, Innoviz may follow such new regulations or law amendments, even if such new regulations are in contradiction to the compensation terms set forth herein.