Conflicts. As an exempt employee, you are expected to work the number of hours required to get the job done. However, you are generally expected to be present during normal business hours, which will be established by the Company and may be changed as needed to meet the needs of the business. You agree that during your employment with Proofpoint, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Proofpoint is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to Proofpoint.

Conflicts. If there are any conflicts or inconsistencies among the terms of this Agreement and the Specifications, the terms of this Agreement shall take precedence over the Specifications.

Definitions; Conflicts. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the [[Company:Organization]] 2021 Equity Incentive Plan (the “Equity Incentive Plan”) as may be hereafter amended. The terms and provisions of the Equity Incentive Plan, including without limitation definitions of capitalized terms as set forth in the Equity Incentive Plan, are incorporated herein and in the event of any conflict or inconsistency between the terms and provisions of the Equity Incentive Plan and the terms and provisions of this Agreement, the Company’s Compensation Committee (the “Committee”) shall have the exclusive discretion to resolve such conflict or inconsistency. Specifically, but without limitation, the granting of the PSUs under this Agreement and any and all issuances of shares of Common Stock for PSUs pursuant to this Agreement shall be subject to the terms and provisions of the Equity Incentive Plan including but not limited to any term in the Equity Incentive Plan providing a maximum limitation on the number of shares of Common Stock that may be subject to the PSUs granted to the Participating Officer pursuant to this Agreement in any calendar year.

Definitions; Conflicts. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the [[Company:Organization]] 2021 Equity Incentive Plan (the “Equity Incentive Plan”) as may be hereafter amended. The terms and provisions of the Equity Incentive Plan are incorporated herein and in the event of any conflict or inconsistency between the terms and provisions of the Equity Incentive Plan and the terms and provisions of this Agreement, the terms and provisions of the Equity Incentive Plan shall govern and control. Specifically, but without limitation, the granting of the Stock Awards under this Agreement and any and all issuances of shares of Common Stock for Stock Awards pursuant to this Agreement shall be subject to the terms and provisions of the Equity Incentive Plan including but not limited to any term in the Equity Incentive Plan providing a maximum limitation on the number of shares of Common Stock that may be subject to the Stock Awards granted to the Executive Officer pursuant to this Agreement in any calendar year.

Definitions; Conflicts. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the [[Company:Organization]] 2012 Stock Incentive Plan (the “Stock Incentive Plan”) as may be hereafter amended. The terms and provisions of the Stock Incentive Plan, including without limitation definitions of capitalized terms as set forth in the Stock Incentive Plan, are incorporated herein and in the event of any conflict or inconsistency between the terms and provisions of the Stock Incentive Plan and the terms and provisions of this Agreement, the terms and provisions of the Stock Incentive Plan shall govern and control. Specifically, but without limitation, the granting of the Performance Stock Units under this Agreement and any and all issuances of shares of Common Stock for Performance Stock Units pursuant to this Agreement shall be subject to the terms and provisions of the Stock Incentive Plan including but not limited to any term in the Stock Incentive Plan providing a maximum limitation on the number of shares of Common Stock that may be subject to the Performance Stock Units granted to the Employee pursuant to this Agreement in any calendar year.

Conflicts. Any inconsistencies or conflicts between the terms and provisions of the Promissory Note and the terms and provisions of this Amendment shall be resolved in favor of the terms and provisions of this Amendment.

Conflicts. There is no agreement to which Seller is a party or binding on Seller or the Premises which is in conflict with this Agreement or which would prevent the timely performance by Seller of its obligations pursuant to this Agreement.

Definitions; Conflicts. References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms not

Conflicts. In the event that either party believes that conflicts have arisen or are probable with respect to [[Person B:Person]] Buren’s services in respect of potential competing demands, work hours or otherwise, such party will initiate a discussion with the other party to discuss such conflict or potential conflict. All such discussions shall occur between Provider’s Chief Executive Officer and Recipient’s Global Chief Operations Officer.

Conflicts. To the extent this Agreement describes equity awards that shall be issued pursuant to the 2010 Incentive Award Plan, such equity awards shall be subject to the 2010 Incentive Award Plan; provided that, in the event of a conflict between any term or provision contained herein and a term or provision of the 2010 Incentive Award Plan, the applicable term or provision of this Agreement will govern and prevail.