exhibit 10. 23 2012 imperva compensation plan for ralph pisani objectives : • reward strong performance against quotas through significant upside potential. • drive new product, maintenance, professional services and training bookings. • penetrate new accounts and win market share. • improve customer satisfaction by leveraging multi - year and premium maintenance options. plan participation : this plan applies to member of the imperva sales organization. this plan is effective from january 1, 2012 through december 31, 2012, and supersedes participation in other imperva bonus or commission plans. compensation plan guidelines : • sales territory assignments – you will be assigned a sales territory consisting of a specific geographical area, product ( s ) and / or services, specific accounts or partners, distribution channel or some combination thereof. all territory assignments are made at imperva ’ s sole discretion and can be modified at any time by imperva sales management. all territory assignments must be approved by the vp worldwide sales. • quotas – you will be assigned, in writing, one or more quotas that will be identified and communicated to you in your goals acknowledgement form ( gaf ). your performance against the individual sales quota ( s ) set forth in your gaf will, in conjunction with other goals and objectives assigned by management, serve as a basis for measuring your overall performance. quota targets are allocated semi - annually ; first - half extending from january 1st – june 30th, second - half from july 1st – december 31st. tiered commission rates will be applied by half, exceeding quota qualifies for rate acceleration. see gaf for details. st th st st employees starting after april 1st will be assigned an annual plan. st employees that are newly hired or transfer into an eligible commission - based sales position from a non - commissionable on mid - quarter receive a prorated quota and commission target for that quarter as outlined in the table below : hire / transfer date prorated quota / commission target 1st of the month 100 % for that month 2nd through the 15th of the month 50 % for that month after the 15th of the month 0 % hire / transfer date prorated quota / commission target prorated quota / commission target 1st of the month st 2nd through the 15th of the month nd th after the 15th of the month th 1 of 5 imperva confidential • commissions are uncapped unless the total deal size is over $ 5, 000, 000 usd per rsd involved. in this case the vp