Common use of Services and Duties Clause in Contracts

Services and Duties. As of the Effective Date, Executive shall serve as Executive Vice President of Engineering and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed by the Company, Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below)).

Services and Duties. As of From and after the date hereof (the “Effective Date”), Executive shall serve as be employed by the Company in the capacity of its President. Executive Vice President shall be a full-time employee of Engineering the Company and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such position. In all casesadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed time by the CompanyGoverning Body. The “Governing Body” means AGM Management, Executive agrees to devote substantially all of his working time and efforts to LLC for so long as it is designated as the business and affairs principal governing body of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this the Shareholders Agreement and applicable law and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board performance of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligentlyhereunder, faithfully and or (iii) engaging in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time investment activities expressly permitted by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))Exhibit A hereto.

Services and Duties. As of Subject to Section 3 hereof, from and after the Effective Date, Executive shall, pursuant to the terms of this Agreement, be employed by the Employer in the Position and shall serve report directly to the Chief Executive Officer of the Company (the “CEO”). During the Term (as defined in Section 3), Executive Vice President shall be a full-time employee of Engineering the Employer and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate all of an individual holding such position in a company similarly situated Executive’s working time to the Company and shall render services have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive shall perform such duties consistent with such position. In all caseshis executive position hereunder as are required by the Company from time to time, Executive shall be subject to including serving in the supervision and authority ofPosition, and shall report tosuch other duties that are normally associated with Executive’s position, the Chief together with such additional duties, commensurate with Executive’s position, as may be assigned to Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed from time to time by the Company, Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such timeCEO. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, (ii) engaging in personal investment activities for Executive that do not give rise to any conflicts of interest with the Company or its Affiliates (as defined below) or (iii) subject to prior approval of the CEO, accepting directorships unrelated to Xxxxxx X. Xxxxxxxx 1 Employment Agreement (Effective 1/1/16) the Company that do not give rise to any conflict of interests with the Company or its Affiliates, in each case so long as Executive delivers advance written notice to the Companyinterests in (i), from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(cii) belowand (iii) or of charitable, religious, social or educational organizations in so far as such participation or service does above do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to duties hereunder, including the Company. restrictive covenants set forth in Section 7 hereof, or in any other agreement between Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains (the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below)“Restrictive Covenants”).

Services and Duties. As of From and after the date hereof (the “Effective Date”), Executive shall serve as be employed by the Company in the capacity of its Senior Managing Director. Executive Vice President shall be a full-time employee of Engineering the Company and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such position. In all casesadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed time by the CompanyGoverning Body. The “Governing Body” means AGM Management, Executive agrees to devote substantially all of his working time and efforts to LLC for so long as it is designated as the business and affairs principal governing body of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this the Shareholders Agreement and applicable law and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board performance of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligentlyhereunder, faithfully and or (iii) engaging in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time activities expressly permitted by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))Exhibit A hereto.

Services and Duties. As of From and after the Effective Date, Executive shall serve Date through the Initial Term and any Renewal Term each as Executive Vice President of Engineering and Chief Technology Officer and defined in such position shall have Section 2 (collectively the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases“Employment Period”), Executive shall be subject to employed by the supervision and authority ofCompany in the capacity of its Chief Executive Officer, and shall report to, serve as a Director of the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. the Company (the “Board of DirectorsBoard”). While employed by The principal location of Executive’s employment with Employer shall be such present location at which Employer maintains its principal location, although Executive understands and agrees that Executive may also be required to travel for business reasons. Executive shall devote his full business time to overseeing the Company, Executive agrees to devote substantially all of his working time strategic and efforts to the business and affairs of the Company Company. Executive will perform such duties as are required by Employer from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with Executive’s positions with Employer and with its Affiliates, as may be assigned to Executive from time to time by the Board consistent with the terms of this Agreement. Executive shall follow and comply with all policies and procedures and compliance manuals adopted by or in respect of Employer and its subsidiariesAffiliates, subject as may be applicable to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such timeExecutive. Notwithstanding the foregoing, and other than with respect to board and/or outside positions held as of the date hereof, nothing herein shall preclude Executiveprohibit Executive from (i) subject to prior approval of the Board, accepting directorships unrelated to Employer that do not give rise to any conflict of interests with Employer or its Affiliates and (ii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not materially interfere with the Company, from participating in or serving on the board performance of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))hereunder.

Services and Duties. As Subject to Section 6 hereof, from and after the Closing Date of the Merger (which shall be the "Effective Date" of this Agreement), Executive shall serve as be employed by the Company in the capacity of its Co-Chief Executive Vice President of Engineering and Chief Technology Officer and Officer; in such position capacity Executive shall have report directly to the duties, responsibilities and authority commensurate Company's Board of Directors (the "Board"). The principal location of Executive's employment with the status Company shall be the same as the Executive's current principal location of an individual holding such position in employment with ARC, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. Executive shall be a company similarly situated full-time employee of the Company and shall dedicate all of Executive's working time to the Company and shall render services consistent have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive's duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive's position, together with such additional duties, commensurate with Executive's position. In all cases, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed time by the Company, Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude prohibit Executive from (i) engaging in personal investment activities for the Executive and the Executive's family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Board, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the CompanyExecutive's duties hereunder. Executive agrees to discharge his duties diligently, faithfully The Company acknowledges and in approves the best interests current activities of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))set forth on Schedule 1 hereto.

Services and Duties. As of Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve shall, pursuant to the terms of this Agreement, be employed by the Company as the Executive Vice President – Chief Investment Officer of Engineering and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate Company. The principal location of Executive’s employment with the status of an individual holding such position Company shall be at the Company’s headquarters in a company similarly situated Long Beach, California, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Company and shall render services consistent with such position. In all casesTerm (as defined in Section 2), Executive shall be subject a full-time employee of the Company, shall dedicate substantially all of Executive’s working time to the supervision and authority ofCompany, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed by the Company, Executive agrees to devote substantially all of his working time and efforts have no other employment or other business ventures which are undisclosed to the business Company or which conflict with Executive’s duties under this Agreement. Executive shall have such authorities, duties and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with responsibilities as the Company’s policies in effect at such timechief executive officer (or his delegate) may from time to time assign to him and reasonably consistent with those customarily performed by an officer holding the position set forth above with a company having a similar size and nature of the Company. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does interests do not unreasonably materially interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to the Companyduties hereunder. Executive agrees to discharge his duties diligently, faithfully and in that he shall comply with the best interests corporate policies of the Company. Notwithstanding Company as they are in effect from time to time throughout the foregoing or anything else contained in this AgreementTerm (including, without limitation, the Company retains the right Company’s business conduct and ethics policies, as they may change from time to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below)time).

Services and Duties. As The Company hereby employs Executive, and Executive hereby accepts employment from the Company in the capacity of its General Counsel to work in the Rochester, New York area. Executives will report directly to the Company’s Chief Executive Officer (‘CEO”). Executive shall be a full-time employee of the Effective Date, Executive Company and shall serve as Executive Vice President dedicate all of Engineering and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated Executive’s working time to the Company and shall render services consistent have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with the Executive’s position. In all cases, Executive shall as may be subject assigned to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed from time to time by the Company, Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such timeCEO. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) engaging in personal investment activities for herself and her family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Board, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates and (iii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his other duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))hereunder.

Services and Duties. As of August 21, 2015 (the "Effective Date"), Executive shall serve as Executive Vice President of Engineering and Chief Technology Financial Officer and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. the Parent (the “Board of Directors”). While employed by the Company, Executive agrees to devote substantially all of his her working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he she is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below7(c)) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his her obligations to the Company. Executive agrees to discharge his her duties diligently, faithfully and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 6 below (whether or not for Cause (as defined below)).

Services and Duties. As of Subject to Section 2 hereof, from and after the Effective Date, Executive shall serve shall, pursuant to the terms of this Agreement, be employed by the Company as the Executive Vice President – Chief Financial Officer of Engineering and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate Company. The principal location of Executive’s employment with the status of an individual holding such position Company shall be at the Company’s headquarters in a company similarly situated Long Beach, California, although Executive understands and agrees that Executive may be required to travel from time to time for business reasons. During the Company and shall render services consistent with such position. In all casesTerm (as defined in Section 2), Executive shall be subject a full-time employee of the Company, shall dedicate substantially all of Executive’s working time to the supervision and authority ofCompany, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed by the Company, Executive agrees to devote substantially all of his working time and efforts have no other employment or other business ventures which are undisclosed to the business Company or which conflict with Executive’s duties under this Agreement. Executive shall have such authorities, duties and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with responsibilities as the Company’s policies in effect at such timechief executive officer (or his delegate) may from time to time assign to him and reasonably consistent with those customarily performed by an officer holding the position set forth above with a company having a similar size and nature of the Company. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from participating in trade associations or industry organizations which are related to the business of the Company or engaging in charitable, civic or political activities, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does interests do not unreasonably materially interfere, individually or in the aggregate, with the performance of Executive’s performance of his obligations to the Companyduties hereunder. Executive agrees to discharge his duties diligently, faithfully and in that he shall comply with the best interests corporate policies of the Company. Notwithstanding Company as they are in effect from time to time throughout the foregoing or anything else contained in this AgreementTerm (including, without limitation, the Company retains the right Company’s business conduct and ethics policies, as they may change from time to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below)time).

Services and Duties. As of From and after the date hereof (the “Effective Date”), Executive shall serve as be employed by the Company in the capacity of its Senior Managing Director. Executive Vice President shall be a full-time employee of Engineering the Company and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such position. In all casesadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed time by the CompanyGoverning Body. The “Governing Body” means AGM Management, Executive agrees to devote substantially all of his working time and efforts to LLC for so long as it is designated as the business and affairs principal governing body of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this the Shareholders Agreement and applicable law and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board performance of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligentlyhereunder, faithfully and or (iii) engaging in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time investment activities expressly permitted by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))Exhibit A hereto.

Services and Duties. As The Company hereby employs Executive, and Executive hereby accepts employment from the Company in the capacity of its Chief Executive Officer to work in the Rochester, New York area. Executive will report directly to the Company’s Board of Directors (“Board”). Executive shall be a full-time employee of the Effective Date, Executive Company and shall serve as Executive Vice President dedicate all of Engineering and Chief Technology Officer and in such position shall have the duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated Executive’s working time to the Company and shall render services consistent have no other employment and no other business ventures which are undisclosed to the Company or which conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such additional duties, commensurate with the Executive’s position. In all cases, Executive shall as may be subject assigned to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed from time to time by the Company, Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) engaging in personal investment activities for himself and his family that do not give rise to any conflict of interests with the Company or its affiliates, (ii) subject to prior approval of the Board, accepting directorships unrelated to the Company that do not give rise to any conflict of interests with the Company or its affiliates, (iii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations duties hereunder, and (iv) continuing to serve on the Company. Executive agrees to discharge his duties diligentlyboards of Associated Press, faithfully Newspaper Association of America and in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))Inland Press Association.

Services and Duties. As of From and after the date hereof (the “Effective Date”), Executive shall serve as Executive Vice President be employed by the Company in the capacity of Engineering its Chairman and Chief Technology Officer Executive Officer. Executive shall be a full-time employee of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such position. In all casesadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed time by the CompanyGoverning Body. The “Governing Body” means AGM Management, Executive agrees to devote substantially all of his working time and efforts to LLC for so long as it is designated as the business and affairs principal governing body of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this the Shareholders Agreement and applicable law and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board performance of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligentlyhereunder, faithfully and or (iii) engaging in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time activities expressly permitted by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))Exhibit A hereto.

Services and Duties. As of From and after the date hereof (the “Effective Date”), Executive shall serve as Executive Vice President be employed by the Company in the capacity of Engineering its Chairman and Chief Technology Officer Executive Officer. Executive shall be a full-time employee of the Company and in such position shall have the duties, responsibilities and authority commensurate with the status dedicate substantially all of an individual holding such position in a company similarly situated Executive’s working time to the Company and its Affiliates and shall render services consistent have no other employment and no other business ventures which either are undisclosed to the Company or conflict with Executive’s duties under this Agreement. Executive will perform such duties as are required by the Company from time to time and normally associated with Executive’s position, together with such position. In all casesadditional duties, commensurate with Executive’s positions with the Company and with its Affiliates, as may be assigned to Executive shall be subject from time to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. (the “Board of Directors”). While employed time by the CompanyGoverning Body. The “Governing Body” means AGM Management, Executive agrees to devote substantially all of his working time and efforts to LLC for so long as it is designated as the business and affairs principal governing body of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this the Shareholders Agreement and applicable law and in accordance with thereafter, the Company’s policies in effect at such timeBoard. Notwithstanding the foregoing, nothing herein shall preclude Executiveprohibit Executive from (i) subject to prior approval of the Governing Body, accepting directorships unrelated to the Company that do not give rise to any conflicts of interest with the Company or its Affiliates, (ii) engaging in charitable and civic activities, so long as Executive delivers advance written notice to such outside interests do not interfere with the Company, from participating in or serving on the board performance of directors or similar governing body of a corporation or other business entity (other than a business entity in a competitive business as described in Section 6(c) below) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligentlyhereunder, faithfully and or (iii) engaging in the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time investment activities expressly permitted by providing Executive with a prior written notice in accordance with the provisions of Section 5 below (whether or not for Cause (as defined below))Exhibit A hereto.

Services and Duties. As of the Effective Date, Executive shall serve as Executive Vice President Chief Operating Officer of Engineering and Chief Technology Officer the Company and in such position shall have the primary, direct and supervisory duties, responsibilities and authority commensurate with the status of an individual holding such position in a company similarly situated to the Company and shall render services consistent with such position. In all cases, Executive shall be subject to the supervision and authority of, and shall report to, the Chief Executive Officer and Board of Directors of Varonis Systems, Inc. the Company (the “Board of Directors”). While employed by the Company, Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled pursuant to this Agreement and applicable law and in accordance with the Company’s policies in effect at such time. Notwithstanding the foregoing, nothing herein shall preclude Executive, so long as Executive delivers advance written notice to the Company, from participating in or serving on the board of directors or similar governing body of a corporation or other business entity entity, (other than a business entity in a competitive business as described in Section 6(c) below)) or of charitable, religious, social or educational organizations in so far as such participation or service does not unreasonably interfere, individually or in the aggregate, with Executive’s performance of his obligations to the Company. Executive agrees to discharge his duties diligently, faithfully and in consistent with his understanding of the best interests of the Company. Notwithstanding the foregoing or anything else contained in this Agreement, the Company retains the right to terminate Executive’s employment at any time by providing Executive with a prior written notice in accordance with the provisions of Section 5 below for any reason or no reason (and whether or not for Cause (as defined below)).