Equity. Anteris and vTv, among other parties, are entering into that certain Series A Preferred Stock Purchase Agreement, dated as of or about the Effective Date, pursuant to which Anteris will issue to vTv ​ shares of ​ Stock of Anteris on the terms and conditions set forth therein.

Equity. Upon your acceptance of your new role, the Company will grant to you a Restricted Stock Unit (“RSU”) award of 30,000 shares of Proofpoint Common Stock. The grant shall be subject to the vesting restrictions and all other terms of the Proofpoint’s 2012 Equity Incentive Plan and the Restricted Stock Unit Agreement.

Equity. You acknowledge and agree that the Company previously granted you the following stock options to purchase shares of the Company’s Common Stock pursuant to the Company’s 2014 Stock Plan (which plan was amended, restated and renamed as the 2019 Equity Incentive Plan, the “Plan”), which stock options are outstanding as of the date of this Agreement: # on June 2, 2017, the Company granted you an option to purchase 18,382 shares (as adjusted to reflect the reverse 1 for 0.367647 stock split effected April 25, 2019, the “Reverse Stock Split”), of which 13,020 shares will be vested as of your Final Day, # on January 11, 2018, the Company granted you an option to purchase 18,382 shares (as adjusted to reflect the Reverse Stock Split), of which 11,871 shares will be vested as of your Final Day, # on August 15, 2019, the Company granted you an option to purchase 75,000 shares, of which 25,000 shares will be vested as of your Final Day, and # on February 6, 2020, the Company granted you an option to purchase 100,000 shares, of which 4,166 shares will be vested as of your Final Day (the vested shares subject to such options are referred to herein as, the “Vested Options”). The Vested Options, as well as any shares acquired pursuant to the exercise of the Vested Options, will remain subject to the terms and conditions of the applicable stock option agreement, any applicable exercise agreements/notices and the Plan (these equity document are referred to herein as, the “Equity Documents”).

Equity. Subject to the approval by the Company’s Board of Directors, and as further consideration for Executive’s employment, the Company shall grant Executive an option to purchase 115,000 shares of the Company’s common stock (“Common Stock”) at a per share exercise price equal to the closing sales price for the Common Stock on the principal trading market for the Common Stock on the grant date of the option (the “Option”). The Option will be subject to the terms and conditions of the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), and an option agreement between Company and Executive. The Option will be subject to vesting over a four (4) year period according to the following schedule: 25% of the shares will vest as of the one-year anniversary of the vesting commencement date and 1/48th of the shares will vest monthly thereafter, so long as Executive remains in continuous service with the Company through the applicable vesting dates.

Equity. Subject to approval by the Company’s Compensation Committee and a majority of the Company’s Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2), and as a material inducement to the Executive entering into employment with the Company, the Executive will be granted on the Commencement Date (the “Grant Date”) a one-time equity award outside of the Company’s stock incentive plans as an “inducement grant” within the meaning of Nasdaq Listing Rule 5635(c)(4), consisting of an Option Award and an RSU Award (each as defined below):

Equity. The section of each of Consultant’s Series D Common Unit Restriction Agreements with the Company dated September 12, 2017 and December 7, 2017 (the “URA”), entitled “Forfeiture of Units”, is hereby amended to provide that Consultant’s provision of Services pursuant to this Agreement shall be deemed the equivalent of employment by the Company solely for purposes of the URA. For the avoidance of doubt, as provided by [Section 2.58] of the Company’s 2018 Omnibus Incentive Plan, Consultant’s stock options with the Company shall continue to vest so long as he provides Services to the Company pursuant to this Agreement.

Equity. As a material inducement to accept the Company’s offer of employment, the Company will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, # an option to purchase 165,000 shares of common stock of the Company (the “New Hire Stock Option”) and # a restricted stock unit award for 12,000 shares of common stock of the Company with time-based vesting (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). The New Hire Equity Awards will have the following terms:

Directors Affiliated with Company Investors: Directors affiliated with an investor in the Company (“Investor Directors”) that holds one percent or more of our capital stock are not eligible to receive cash retainer fees or equity compensation under this policy. Directors affiliated with an investor who falls below the 1% threshold will become eligible to receive cash retainer fees beginning in the calendar quarter following the date in which the Company is notified that such investors’ holdings have fallen below 1% and will become eligible to receive an annual equity grant at the next annual meeting following such date.

DETERMINATION OF COMPENSATION: In the fourth calendar quarter of each year other than 2015, the Board will establish the Participants’ compensation for the next calendar year (the “Compensation Year”) with respect to # the annual retainer (the “Annual Retainer”), # the fees for attending Board meetings or meetings of committees of the Board for any “special assignment” requested by the Board (the “Special Assignment Meeting Fees”) and # the annual equity grant amount to be granted to Participants under the Company’s Omnibus Equity Compensation Plan. The definition of “special assignment” shall be made by the Company’s Governance & Nominating Committee in its reasonable discretion.

“Deferral Election” means, with respect to any Participant, the whole percentage of Base Salary, Annual Incentive Compensation, Annual Retainer, and/or Annual Equity Compensation that the Participant elects to defer to the Plan pursuant to Section 4 hereof.