IMPERVA INC (Form: 8-K, Received: 01/02/2018 07:06:58)

Imperva, Inc.

Date: January 2, 2018

/s/ Christopher S. Hylen

Christopher S. Hylen

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2017

Imperva, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-35338	03-0460133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3400 Bridge Parkway Redwood Shores, California		94065
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 345-9000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Mike Burns as Chief Financial Officer

Effective December 27, 2017, the Board of Directors (the “Board”) of Imperva, Inc. (the “Company”) appointed Mike Burns as the Company’s Chief Financial Officer (“CFO”). Mr. Burns will commence service with the Company on January 2, 2018, at which time Mr. Burns will succeed Aaron Kuan, who has served as the Company’s interim CFO, as the principal financial officer and principal accounting officer of the Company.

Mr. Burns, age 51, previously served as chief financial officer of Gigamon, Inc., a provider of network visibility and traffic monitoring solutions, from July 2014 until October 2016, and as advisor to Gigamon from October 2016 to February 2017. Prior to joining Gigamon, Mr. Burns served as chief financial officer of Volterra Semiconductor Corporation, a semiconductor company, from August 2007 until its acquisition by Maxim Integrated Products Inc. in October 2013. From 1992 to August 2007, Mr. Burns served in various senior financial positions at Intel Corporation, a semiconductor company, including as finance director of Intel Capital. Mr. Burns holds a B.A. in economics and an M.S. in industrial engineering from Stanford University, and an M.B.A. from the University of California, Berkeley’s Haas School of Business.

There are no arrangements or understandings between Mr. Burns and any other persons in connection with his appointment. There are no family relationships between Mr. Burns and any director or executive officer of the Company, and Mr. Burns is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Compensatory Arrangements of Chief Financial Officer

The Company and Mr. Burns executed an employment offer letter (the “Offer Letter”) in connection with his appointment, providing for the following:

•

A base salary of $370,000 per year.

•

A target bonus equal to 60% of Mr. Burns’ then-current base salary, with the actual bonus amount determined based on the achievement of performance objectives established by the Compensation Committee of the Board. Mr. Burns’ actual bonus for fiscal year 2018 will be prorated for the number of days he is employed by the Company in 2018, provided that Mr. Burns will not be eligible to receive a bonus for the first quarter of 2018 if his employment does not commence by February 15, 2018.

•

Eligibility to participate in the Company’s employee benefit plans and entitlement to paid vacation in accordance with the Company’s vacation policy on the same basis as other employees.

•

Restricted stock units representing a total of 48,800 shares of the Company’s common stock (the “RSUs”) under the Company’s 2015 Equity Inducement Plan, as amended (the “Inducement Plan”) and form of RSU agreement thereunder. The RSUs, which will expire following settlement, will vest at the rate of 25% of the shares on February 15, 2019 and then 6.25% of the shares quarterly thereafter, subject to Mr. Burns’ continued provision of services to the Company.

•

Performance restricted stock units subject to performance metrics to be determined by the Compensation Committee (the “PRSUs”) for 48,800 shares of the Company’s common stock at target and for up to an additional 48,800 shares (or 97,600 shares total) of the Company’s common stock for performance in excess of target. The PRSUs eligible based on performance achievement will commence time-based vesting on February 15, 2018 and 12.5% of the shares subject to the PRSUs will time-based vest on the later to occur of February 15, 2019 and the date that the Company publicly issues its earnings release for the quarter and year ending December 31, 2018, and then an additional 12.5% of the shares subject to the PRSUs will vest each quarter thereafter, subject to Mr. Burns’ continued provision of services to the Company, and in all cases only if and to the extent the performance metrics are met. The PRSUs will be granted pursuant to and be subject to the terms of the Inducement Plan and the form of performance RSU agreement thereunder (together, the “PRSU Agreement”).

•

In the event of a qualifying termination under our Change in Control Plan and contingent upon Mr. Burns’ execution of a binding severance and release agreement, Mr. Burns will be entitled to receive (1) a lump sum cash payment in an amount equal to Mr. Burns’ annual base salary as in effect immediately prior to the severance date, plus his target annual bonus or cash incentive opportunity for the year in which the severance date occurs; (2) full acceleration of all outstanding equity awards (subject to certain restrictions noted in the Change in Control Plan and the PRSU Agreement); and (3) reimbursement of premiums paid for continuation coverage for twelve months pursuant to the Consolidated Omnibus Budget Reconciliation

Act of 1985. The terms of the Company’s Change in Control Plan were previously described by the Company under Item 5.02 in a Current Report on Form 8-K that was filed with the SEC on February 9, 2012. A copy of the Change in Control Plan was filed with the SEC on March 28, 2012 as Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and is incorporated herein by reference.

•

It is expected that Mr. Burns will execute the Company’s standard form of indemnification agreement, which was filed with the SEC on October 28, 2011 as Exhibit 10.4 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 and incorporated herein by reference. This agreement provides for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by Mr. Burns in any action or proceeding to the fullest extent permitted by applicable law.

•

The amounts payable to Mr. Burns are subject to recoupment by the Company under the Company’s Compensation Recovery Policy applicable to executive officers.

The foregoing is a summary of the Offer Letter, the Bonus Plan, the Change in Control Plan and the form of indemnification agreement and does not purport to be complete. The foregoing is qualified in its entirety by reference to the copies of such documents filed or incorporated by reference as Exhibits 99.2 through 99.5 to this Current Report on Form 8-K.

Amendment to 2015 Equity Inducement Plan

On December 27, 2017, the Board approved an amendment to the Inducement Plan to increase the shares available for grant under the Inducement Plan by 250,000 shares of common stock. The foregoing description is qualified in its entirety by reference to the full text of the amended Inducement Plan and forms of agreement thereunder, which were filed with the SEC on January 2, 2018 as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 and are incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure

A copy of the press release announcing Mr. Burns’ appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and the press release are being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits .


Exhibit Number		Description

99.1		Press Release issued by Imperva, Inc. dated January 2, 2018.

99.2		Offer Letter dated January 2, 2018 by and between Imperva, Inc. and Mike Burns.

99.3		2015 Equity Inducement Plan, as amended, and forms of agreement and subplan thereunder (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed by the Company on January 2, 2018 (File No. 333-219850)).

99.4		Imperva, Inc. Change in Control Plan and Form Notice of Participation (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed by the Company on March 28, 2012 (File No. 001-35338)).

99.5		Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed by the Company on October 28, 2011 (File No. 333-175008)).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit 99.1

Imperva Appoints Mike Burns as CFO

Seasoned Financial Executive Focused on Profitable Growth

REDWOOD SHORES, Calif. – January 2, 2018—Imperva, Inc. (NASDAQ: IMPV), a leading cybersecurity company that delivers best-in-class solutions to protect data and applications – wherever they reside—in the cloud, on-premises, and in hybrid environments, today announced the appointment of Mike Burns as the company’s chief financial officer, effective immediately.

“Mike joins Imperva at a very exciting time. His successful track record in growing companies and highly relevant experience will be instrumental in executing the company’s profitable growth strategy,” said Chris Hylen, president and chief executive officer of Imperva. “With Mike at the finance helm, we are well positioned to meet our near and long-term corporate objectives.”

Mr. Burns has more than 20 years of senior leadership experience in finance and operations with high-growth public technology companies. Most recently, he served as chief financial officer of Gigamon where the company doubled revenue and expanded operating profit during his tenure. Prior to that, he served as chief financial officer of Volterra Semiconductor for six years. Earlier in his career, Mr. Burns held several senior finance roles at Intel Corporation, including finance director of Intel Capital. He earned his B.A. in Economics and M.S. in Industrial Engineering from Stanford University, and his MBA from the UC Berkeley Haas School of Business.

“I am thrilled to join Imperva given its leadership in the enterprise data and application security industry,” said Mr. Burns. “I look forward to working with Chris and the entire team as we execute on our next phase of growth and deliver strong results over time for our employees and shareholders.”

As CFO, Mr. Burns will report directly to Mr. Hylen and will oversee Imperva’s finance, accounting, investor relations, and facilities & administration.

Disclosure of non-stockholder approved employment inducement grants made in reliance on NASDAQ rules: In connection with the appointment of Mr. Burns as Imperva’s new CFO, the compensation committee of Imperva’s board of directors approved an award to Mr. Burns of an aggregate of 146,400 restricted stock units (RSUs) to be granted pursuant to the Imperva, Inc. 2015 Equity Inducement Plan, as amended, which is a non-stockholder approved plan. Mr. Burns’ RSUs will be in two separate awards. The first award will cover 48,800 RSUs that vest at the rate of 25% of the shares on February 15, 2019, and then 6.25% of the shares quarterly thereafter, subject to his continued provision of services to Imperva. The second award will be subject to performance criteria for 2018 and will be eligible for 48,800 shares at target performance and will be eligible for a total of 97,600 shares at maximum performance, in each case subject to time-based vesting at a rate of 12.5% of the shares on February 15, 2019, and then 12.5% of the shares quarterly thereafter, subject to his continued provision of services to Imperva. The RSUs are being granted as an inducement material to Mr. Burns’ employment in accordance with NASDAQ Listing Rule 5635(c)(4). In connection with Mr. Burns’ employment, the compensation committee also agreed to additional compensation arrangements which will be set forth in a current report on Form 8-K to be filed with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only Imperva’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside Imperva’s control, such as the company’s belief about future growth, profitability and positioning for future success, and expectations regarding Mr. Burns’ contributions to achievement of the company’s objectives. Except for Imperva’s ongoing obligation to disclose material information as required by federal securities laws, Imperva is not under any obligation (and expressly disclaims any obligation) to update or alter any projections, goals, assumptions, or other statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ, possibly materially, from such forward-looking statements include the factors set forth in Imperva’s filings with the United States Securities and Exchange Commission.

About Imperva

Imperva ^® (NASDAQ: IMPV) is a leading cybersecurity company that delivers best-in-class solutions to protect data and applications – wherever they reside—in the cloud, on-premises, and in hybrid environments. The company’s SecureSphere, CounterBreach, Incapsula and Camouflage product lines enable organizations to discover assets and risks, protect information wherever it lives – in the cloud and on-premises – and comply with regulations. The Imperva Defense Center, a research team comprised of some of the world’s leading experts in data and application security, continually enhances Imperva products with up-to-the-minute threat intelligence, and publishes reports that provide insight and guidance on the latest threats and how to mitigate them. Imperva is headquartered in Redwood Shores, California. Learn more: www.imperva.com, our blog, on Twitter.

^© 2018 Imperva, Inc. All rights reserved. Imperva, the Imperva logo, CounterBreach, Incapsula, SecureSphere, ThreatRadar, and Camouflage along with its design are trademarks of Imperva, Inc. and its subsidiaries.

Investor Relations Contact Information

Seth Potter

646.277.1230

IR@imperva.com

Seth.Potter@icrinc.com

Exhibit 99.2

3400 Bridge Parkway

Redwood Shores, CA 94065

Tel: +1 (650) 345-9000

Fax: +1 (650) 240-0500

www.imperva.com

January 2, 2018

Mike Burns

Dear Mike:

On behalf of Imperva, Inc. (the “ Company ”), this letter agreement (the “ Agreement ”) sets forth the terms and conditions of your appointment as Chief Financial Officer of the Company:

1. Position. Your title will be Chief Financial Officer and Treasurer and you will report to the Company’s Chief Executive Officer. This is a full-time position based out of our headquarters in Redwood Shores.

2. Duties. You will have all of the duties, responsibilities and authority commensurate with the position. You will be expected to devote your full working time and attention to the business of the Company, are not eligible for overtime pay and will not render services to any other business without the prior approval of the Company’s Chief Executive Officer. Notwithstanding the foregoing, you may manage personal investments, participate in civic, charitable, professional and academic activities (including serving on boards and committees), and, subject to prior approval by the Company’s Chief Executive Officer and in accordance with the Company’s policies, including the Corporate Opportunity and Conflict of Interests Policy, serve on the board of directors (and any committees) and/or as an advisor of other for-profit companies, provided that such activities do not at the time the activity or activities commence or thereafter (i) create an actual or potential business or fiduciary conflict of interest or (ii) individually or in the aggregate, interfere materially with the performance of your duties to the Company.

3. Cash Compensation. Your initial annual base salary (the “ Base Salary ”) will be $370,000, payable in accordance with the Company’s standard payroll schedule and practices. Thereafter, your Base Salary will be determined by the Compensation Committee of the Board (the “ Compensation Committee ”), based upon performance reviews. Your Base Salary will be pro-rated for any partial months of employment during your employment term.

4. Annual Bonus. In addition, during the employment term, you will be eligible to participate in the Company’s bonus plan as in effect from time to time. Initially, your annual bonus target will be 60% of Base Salary (the “ Target Bonus ”), with a maximum of 115% of the Target Bonus (which Target Bonus and maximum may be adjusted, based

upon performance reviews) and the actual bonus amount awarded will be determined based upon the achievement of performance objectives established by the Compensation Committee, and any actual bonus will be paid in cash at the same time that similar bonuses are paid to US-based executive officers under the Company’s bonus plan (generally these have been paid in connection with the next regular pay cycle following the Company’s release of earnings for the relevant period). To receive payment of any actual bonus, you must be employed by the Company at the time bonuses are paid. Your bonus participation will be subject to all the terms, conditions and restrictions of the applicable Company bonus plan, as amended from time to time. Your actual bonus for fiscal year 2018 will be pro-rated based upon the number of days you are employed by the Company during fiscal year 2018, provided that you will not be eligible to receive a bonus for the first quarter of 2018 if your employment does not commence by February 15, 2018.

5. Employee Benefits. You will be entitled to participate in a number of Company-sponsored benefits as in effect from time to time; provided, that you shall receive benefits no less favorable than those provided to other executive officers of the Company.

6. Vacation. The Company does not maintain a vacation or paid time off accrual policy with a fixed number of days for exempt, salaried staff and will not formally track the amount of personal time you spend away from the office, and you are free to take personal time at your discretion, with pay, subject to coordination with and approval from the Company’s Chief Executive Officer and in accordance with the Company’s Time Off Policy; however, you will be expected to manage your time away from the office in such a way as to ensure that your work responsibilities are adequately addressed.

7. Equity Awards. The Company shall grant to you within one month after your Start Date restricted stock units for 48,800 shares of the Company’s common stock (the “ RSUs ”). The RSUs will commence time-based vesting on February 15, 2018 with 25% of the shares subject to the RSUs will time-base vest on the first anniversary of the vesting commencement date and an additional 6.25% of the shares subject to the RSUs will time-base vest each quarter thereafter, so long as you remain continuously employed by the Company as an employee or otherwise continuously provide services to the Company, subject to the terms of the Company’s Change in Control Plan, as amended from time to time. The RSUs will be granted pursuant to and be subject to the terms of the Company’s 2015 Equity Inducement Plan (the “ Plan ”). The specific terms and conditions of the RSUs will be set forth in a separate Restricted Stock Unit Agreement consistent with the terms of this Agreement.

In addition, the Company shall grant to you within one month after your Start Date restricted stock units subject to performance metrics to be determined by the Compensation Committee (the “ PRSUs ”) for 48,800 shares of the Company’s common stock at target and for up to 97,600 shares of the Company’s common stock for performance in excess of target. The PRSUs will commence time-based vesting on February 15, 2018 and 12.5% of the shares subject to the PRSUs will time-base vest on the later to occur of (a) the first anniversary of the vesting commencement date and (b) the date that the Company publicly issues its earnings release for the quarter and year ending December 31, 2018 (but not later than the due date for filing the Company’s annual report on Form 10-K for such period under Rule 12b-25 [Form 12b-25/NT 10-K])

and an additional 12.5% of the shares subject to the PRSUs will vest each quarter thereafter, in each case, except as provided herein, so long as you remain continuously employed by the Company as an employee or otherwise continuously provide services to the Company, and in all cases only if and to the extent the performance metrics are met, and subject to the terms of the Company’s Change in Control Plan, as amended from time to time. The PRSUs will be granted pursuant to and be subject to the terms of the Plan. The specific terms and conditions of the PRSUs will be set forth in a separate Performance Restricted Stock Unit Agreement consistent with the terms of this Agreement. You shall be eligible to receive future equity awards as determined by the Compensation Committee.

8. Expenses. The Company will, in accordance with applicable Company policies and guidelines, reimburse you for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company.

9. Proprietary Information and Inventions Agreement. You will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A .

10. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, reporting relationship, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s Chief Executive Officer.

11. Other Company Policies. You will be bound by and comply fully with the Company’s insider trading policy, code of conduct, and any other policies and programs adopted by the Company regulating the behavior of its employees, as such policies and programs may be amended from time to time to the extent the same are not inconsistent with this Agreement, unless you consent to the same at the time of such amendment.

12. Indemnification. You and the Company will enter into the form of indemnification agreement provided to other similarly situated officers of the Company. In addition, you will be named as an insured on the director and officer liability insurance policy currently maintained by the Company, or as may be maintained by the Company from time to time.

13. Withholding Taxes. All forms of compensation referred to in this Agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

14. Arbitration. You and the Company agree to submit to mandatory binding arbitration, in San Mateo County, California, before a single neutral arbitrator, any and all claims arising out of or related to this Agreement and your employment with the Company and the termination thereof, except that each party may, at its or his option, seek

injunctive relief in court related to the improper use, disclosure or misappropriation of a party’s proprietary, confidential or trade secret information. This agreement to arbitrate does not restrict your right to file administrative claims you may bring before any government agency where, as a matter of law, the parties may not restrict your ability to file such claims (including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission and the Department of Labor). However, you and the Company agree that, to the fullest extent permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims. The arbitration shall be conducted through the American Arbitration Association (the “ AAA ”), provided that, the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon you or any third party. The arbitrator shall issue a written decision that contains the essential findings and conclusions on which the decision is based. The arbitration will be conducted in accordance with the AAA employment arbitration rules then in effect. The AAA rules may be found and reviewed at http://www.adr.org. If you are unable to access these rules, please let me know and I will provide you with a hardcopy.

15. Compensation Recoupment. All amounts payable to you hereunder shall be subject to recoupment pursuant to the Company’s current compensation recoupment policy, and any additional compensation recoupment policy or amendments to the current policy adopted by the Board as required by law during the term of your employment with the Company that is applicable generally to executive officers of the Company. Except as set forth in the Company’s then-current compensation recoupment policy or as otherwise specifically provided herein, no amounts earned under this Agreement (or any other Company compensation arrangement) shall be subject to offset or mitigation.

16. Proof of Employment Eligibility and Background Check. This offer is contingent upon your completion and execution of all employment documents, as well as your ability to provide proof of identification and authorization to work in the United States (within two business days of your start date) and upon passing the Company’s mandatory background verification.

17. Miscellaneous.

a. Absence of Conflicts; Competition with Prior Employer . You represent that your performance of your duties under this Agreement will not breach any other agreement as to which you are a party. You agree that you have disclosed to the Company all of your existing employment and/or business relationships, including, but not limited to, any consulting or advising relationships, outside directorships, investments in privately held companies, and any other relationships that may create a conflict of interest. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires.

b. Successors . This Agreement is binding on and may be enforced by the Company and its successors and permitted assigns and is binding on and may be enforced by you and your heirs and legal representatives. Any successor to the Company or substantially all of its business (whether by purchase, merger, consolidation or otherwise) will in advance assume in writing and be bound by all of the Company’s obligations under this Agreement and shall be the only permitted assignee.

c. Notices . Notices under this Agreement must be in writing and will be deemed to have been given when personally delivered or two (2) days after mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to you will be addressed to you at the home address which you have most recently communicated to the Company in writing. Notices to the Company will be addressed to the General Counsel at the Company’s corporate headquarters.

d. Waiver . No provision of this Agreement will waived except in writing signed by you and an officer of the Company duly authorized by its Board. No waiver by either party of any breach of this Agreement by the other party will be considered a waiver of any other breach of this Agreement.

e. Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

f. Governing Law . This Agreement will be governed by the laws of the State of California without reference to conflict of laws provisions.

g. Survival . The provisions of this Agreement shall survive the termination of your employment for any reason to the extent necessary to enable the parties to enforce their respective rights under this Agreement.

18. Entire Agreement. This Agreement and Exhibit A (together with the equity award agreements and the Company’s Change in Control Plan) supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a person authorized to do so by a majority by the Board.

[signature page follows]

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this Agreement by signing and dating both the enclosed duplicate original of this Agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. Your employment is also contingent upon your starting work with the Company on or before January 2, 2018.


Very truly yours,

IMPERVA, INC.

By:		/s/ Christopher S. Hylen
		Christopher S. Hylen
Title:		President and Chief Executive Officer

Dated:		January 2, 2018

I have read and accept this employment offer:


/s/ Mike Burns
Signature of Mike Burns

Dated:		January 2, 2018

Attachment

Exhibit A: Proprietary Information and Inventions Agreement

PROPRIETARY INFORMATION AND INVENTION AGREEMENT

In consideration of, and as a condition of my employment with Imperva, Inc., a Delaware corporation (the “ Company ”), I, as the “ Employee ” signing this Proprietary Information and Invention Agreement (this “ Agreement ”), hereby represent to the Company, and the Company and I hereby agree as follows:

1. Purpose of Agreement . I understand that the Company is engaged in a continuous program of research, development, production and/or marketing in connection with its current and projected business and that it is critical for the Company to preserve and protect its proprietary information, its rights in certain inventions and works and in related intellectual property rights. Accordingly, I am entering into this Agreement, whether or not I am expected to create inventions or other works of value for the Company. As used in this Agreement, “ Inventions ” means inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, confidential information and trade secrets.

2. Disclosure of Inventions . I will promptly disclose in confidence to the Company, or to any person designated by it, all Inventions that I make, create, conceive or first reduce to practice, either alone or jointly with others, during the period of my employment, whether or not in the course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets.

3. Work for Hire; Assigned Inventions . I acknowledge and agree that any copyrightable works prepared by me within the scope of my employment will be “works made for hire” under the Copyright Act and that the Company will be considered the author and owner of such copyrightable works. I agree that all Inventions that I make, create, conceive or first reduce to practice during the period of my employment, whether or not in the course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets, and that (i) are developed using equipment, supplies, facilities or trade secrets of the Company; (ii) result from work performed by me for the Company; or (iii) relate to the Company’s business or actual or demonstrably anticipated research or development (the “ Assigned Inventions ”), will be the sole and exclusive property of the Company.

4. Excluded Inventions and Other Inventions . Attached hereto as Exhibit A is a list describing all existing Inventions, if any, that may relate to the Company’s business or actual or demonstrably anticipated research or development and that were made by me or acquired by me prior to the Effective Date (as defined in Section 25, below), and which are not to be assigned to the Company (“ Excluded Inventions ”). If no such list is attached, I represent and agree that it is because I have no rights in any existing Inventions that may relate to the Company’s business or actual or demonstrably anticipated research or development. For purposes of this Agreement, “ Other Inventions ” means Inventions in which I have or may have an interest, as of the Effective Date or thereafter, other than Assigned Inventions and Excluded Inventions. I

acknowledge and agree that if, in the scope of my employment, I use any Excluded Inventions or any Other Inventions, or if I include any Excluded Inventions or Other Inventions in any product or service of the Company or if my rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, I will immediately so notify the Company in writing. Unless the Company and I agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I hereby grant to the Company, in such circumstances (whether or not I give the Company notice as required above), a perpetual, irrevocable, nonexclusive, transferable, world-wide, royalty-free license to use, disclose, make, sell, offer for sale, import, copy, distribute, modify and create works based on, perform, and display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

5. Exception to Assignment . I understand that the Assigned Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention that qualifies fully for exclusion under the provisions of Section 2870 of the California Labor Code, which are attached hereto as Exhibit B .

6. Assignment of Rights . I agree to assign, and do hereby irrevocably transfer and assign, to the Company: (i) all of my rights, title and interests in and with respect to any Assigned Inventions; (ii) all patents, patent applications, copyrights, mask works, rights in databases, trade secrets, and other intellectual property rights, worldwide, in any Assigned Inventions, along with any registrations of or applications to register such rights; and (iii) to the extent assignable, any and all Moral Rights (as defined below) that I may have in or with respect to any Assigned Inventions. I also hereby forever waive and agree never to assert any Moral Rights I may have in or with respect to any Assigned Inventions and any Excluded Inventions or Other Inventions licensed to the Company under Section 4, even after termination of my employment with the Company. “ Moral Rights ” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

7. Assistance . I will assist the Company in every proper way to obtain and enforce for the Company all patents, copyrights, mask work rights, trade secret rights and other legal protections for the Assigned Inventions, worldwide. I will execute and deliver any documents that the Company may reasonably request from me in connection with providing such assistance. My obligations under this section will continue beyond the termination of my employment with the Company; provided that the Company agrees to compensate me at a reasonable rate after such termination for time and expenses actually spent by me at the Company’s request in providing such assistance. I hereby appoint the Secretary of the Company as my attorney-in-fact to execute documents on my behalf for this purpose. I agree that this appointment is coupled with an interest and will not be revocable.

8. Proprietary Information . I understand that my employment by the Company creates a relationship of confidence and trust with respect to any information or materials of a confidential or secret nature that may be made, created or discovered by me or that may be disclosed to me by the Company or a third party in relation to the business of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier of the Company, or any other party with whom the Company agrees to hold such information or materials in confidence (the “ Proprietary Information ”). Without limitation as to the forms that Proprietary Information may take, I acknowledge that Proprietary Information may be contained in tangible material such as writings, drawings, samples, electronic media, or computer programs, or may be in the nature of unwritten knowledge or know-how. Proprietary Information includes, but is not limited to, Assigned Inventions, marketing plans, product plans, designs, data, prototypes, specimens, test protocols, laboratory notebooks, business strategies, financial information, forecasts, personnel information, contract information, customer and supplier lists, and the non-public names and addresses of the Company’s customers and suppliers, their buying and selling habits and special needs.

9. Confidentiality . At all times, both during my employment and after its termination, and to the fullest extent permitted by law, I will keep and hold all Proprietary Information in strict confidence and trust. I will not use or disclose any Proprietary Information without the prior written consent of the Company in each instance, except as may be necessary to perform my duties as an employee of the Company for the benefit of the Company. Upon termination of my employment with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company, and I will not take with me or retain in any form any documents or materials or copies containing any Proprietary Information. Nothing in this Section 9 or otherwise in this Agreement shall limit or restrict in any way my immunity from liability for disclosing the Company’s trade secrets as specifically permitted by 18 U.S. Code Section 1833, the pertinent provisions of which are attached hereto as Exhibit C .

10. Physical Property . All documents, supplies, equipment and other physical property furnished to me by the Company or produced by me or others in connection with my employment will be and remain the sole property of the Company. I will return to the Company all such items when requested by the Company, excepting only my personal copies of records relating to my employment or compensation and any personal property I bring with me to the Company and designate as such. Even if the Company does not so request, I will upon termination of my employment return to the Company all Company property, and I will not take with me or retain any such items.

11. No Breach of Prior Agreements . I represent that my performance of all the terms of this Agreement and my duties as an employee of the Company will not breach any invention assignment, proprietary information, confidentiality, non-competition, or other agreement with any former employer or other party. I represent that I will not bring with me to the Company or use in the performance of my duties for the Company any documents or materials or intangibles of my own or of a former employer or third party that are not generally available for use by the public or have not been legally transferred to the Company.

12. “At Will” Employment . I understand that this Agreement does not constitute a contract of employment or obligate the Company to employ me for any stated period of time. I understand that I am an “at will” employee of the Company and that my employment can be terminated at any time, with or without notice and with or without cause, for any reason or for no reason, by either the Company or by me. I acknowledge that any statements or representations to the contrary are ineffective, unless put into a writing signed by the Company. I further acknowledge that my participation in any equity or benefit program is not to be construed as any assurance of continuing employment for any particular period of time.

13. Company Opportunities; Duty Not to Compete . During the period of my employment, I will at all times devote my best efforts to the interests of the Company, and I will not, without the prior written consent of the Company, engage in, or encourage or assist others to engage in, any other employment or activity that: (i) would divert from the Company any business opportunity in which the Company can reasonably be expected to have an interest; (ii) would directly compete with, or involve preparation to compete with, the current or future business of the Company; or (iii) would otherwise conflict with the Company’s interests or could cause a disruption of its operations or prospects.

14. Non-Solicitation of Employees/Consultants . During my employment with the Company and for a one (1) year period thereafter, I will not directly or indirectly solicit away employees or consultants of the Company for my own benefit or for the benefit of any other person or entity, nor will I encourage or assist others to do so.

15. Use of Name & Likeness . I hereby authorize the Company to use, reuse, and to grant others the right to use and reuse, my name, photograph, likeness (including caricature), voice, and biographical information, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after my employment, for any purposes related to the Company’s business, such as marketing, advertising, credits, and presentations.

16. Notification . I hereby authorize the Company, during and after the termination of my employment with the Company, to notify third parties, including, but not limited to, actual or potential customers or employers, of the terms of this Agreement and my responsibilities hereunder.

17. Injunctive Relief . I understand that a breach or threatened breach of this Agreement by me may cause the Company to suffer irreparable harm and that the Company will therefore be entitled to injunctive relief to enforce this Agreement.

18. Governing Law; Severability . This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the duties of its employees and the protection of its trade secrets. This

Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. If any provision of this Agreement is invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible, given the fundamental intentions of the parties when entering into this Agreement. To the extent such provision cannot be so enforced, it will be stricken from this Agreement and the remainder of this Agreement will be enforced as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

19. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.

20. Entire Agreement . This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to such subject matter.

21. Amendment and Waiver. This Agreement may be amended only by a written agreement executed by each of the parties to this Agreement. No amendment or waiver of, or modification of any obligation under, this Agreement will be enforceable unless specifically set forth in a writing signed by the party against which enforcement is sought. A waiver by either party of any of the terms and conditions of this Agreement in any instance will not be deemed or construed to be a waiver of such term or condition with respect to any other instance, whether prior, concurrent or subsequent.

22. Successors and Assigns; Assignment . Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will bind and benefit the parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. The Company may assign any of its rights and obligations under this Agreement. I understand that I will not be entitled to assign or delegate this Agreement or any of my rights or obligations hereunder, whether voluntarily or by operation of law, except with the prior written consent of the Company.

23. Further Assurances . The parties will execute such further documents and instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. Upon termination of my employment with the Company, I will execute and deliver a document or documents in a form reasonably requested by the Company confirming my agreement to comply with the post-employment obligations contained in this Agreement.

24. Acknowledgement . I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with this Agreement.

25. Effective Date of Agreement . This Agreement is and will be effective on and after the first day of my employment by the Company, which is January 2, 2018 (the “ Effective Date ”).


Imperva, Inc.:		Employee:

By:	/s/ Brett Hooper	/s/ Mike Burns
		Signature

Name:	Brett Hooper	Mike Burns

Title:	Senior Vice President, People

Exhibit A

LIST OF EXCLUDED INVENTIONS UNDER SECTION 4


Title	Date	Identifying Number or Brief Description


X		No inventions, improvements, or original works of authorship
		Additional sheets attached


Signature of Employee:		/s/ Mike Burns
Print Name of Employee:		Mike Burns


Date:		January 2, 2018

Exhibit B

CALIFORNIA LABOR CODE 2870 NOTICE:

California Labor Code Section 2870 provides as follows:

Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer. To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under California Labor Code Section 2870(a), the provision is against the public policy of this state and is unenforceable.

Exhibit C

DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE:

18 U.S. Code Section 1833 provides as follows:

Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made, (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.