Equity. Upon commencement of your employment, and subject to approval by the Company’s Board of Directors, the Company will recommend to the Board that you be granted 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 Proofpoint’s 2012 Equity Incentive Plan and your Restricted Stock Unit Agreement, or later adopted public company plan and related agreements.

Equity. On the Commencement Date, the Company shall grant Employee a stock option under its 2017 Equity Incentive Plan to purchase 160,000 shares of the Company's common stock at a per share exercise price equal to the closing price of the common stock on the date of grant. Subject to approval by the Board or the Compensation Committee thereof, the Employee may be eligible to receive additional equity awards on terms to be determined by the Board or the Compensation Committee (as applicable) at the time of any such grant. The determination whether to grant any such equity award(s) to the Employee is in the sole discretion of the Board or the Compensation Committee (as applicable).

Equity. You have been granted stock options to purchase an aggregate of 310,000 shares of the Company’s common stock, as follows: # the 2017 Plan Option (as defined in [Section 3(d)] of the Employment Agreement), # the Inducement Option (as defined in [Section 3(d)] of the Employment Agreement) (together, the “2017 Options”), and # an option award for 60,000 shares of common stock received in January 2019 (the “2019 Options”). Your stock option award agreements for the 2017 Options, as may have been amended by the Compensation Committee of the Board, are incorporated

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. The Executive shall be awarded an option to purchase 60,000 shares of the Common Stock of the Company at an exercise price equal to the closing price of the Company’s common stock on the NASDAQ Global Select Market on the first trading day of the first calendar month following the Executive’s Start Date and to be memorialized in an Incentive Stock Option Agreement pursuant to the Company’s 2013 Stock Option and Incentive Plan. On the Start Date, the Executive shall be awarded restricted stock units for 15,000 shares of the Common Stock of the Company to be memorialized in a Restricted Stock Unit Agreement pursuant to the Company’s 2013 Stock Option and Incentive Plan.

Equity. Executive will be eligible to receive awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or the Committee will determine in its discretion within Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

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. Subject to the terms of the Company's then applicable equity incentive plan ("'Incentive Plan") and form of option agreement, you will be granted an option to purchase an aggregate of 150,000 shares of the Company’s common stock, par value $0.01 (the “Common Stock”) at an exercise price per share equal to the Fair Market Value (as defined in the Incentive Plan) of the Common Stock on the date of the grant, intended to qualify as an “incentive stock option'' to the to the maximum extent allowed under Section 422 of the Internal Revenue Code. The option will vest as to one fourth (1/4th) of the shares, on the first anniversary of the Start Date, and the remainder will vest at one forty-eighth (1/48th) per month thereafter. All tax consequences resulting from the grant, vesting, or exercise of the option to or by you, or from the disposition by you of such shares of Common Stock, will be your responsibility. You also will be eligible for annual equity grants at the same time when other executives receive these grants.

Equity. Your existing equity awards will continue to be governed by the terms of the applicable plan documents, grant notices and equity agreements. In addition, you shall continue to be eligible for further equity awards from time to time as determined by the Board in its sole discretion.

Equity. Executive shall be eligible to participate in equity incentive programs of the Company, as established from time to time by the Company, in amounts, if any, and on terms set by the Compensation Committee. Except as otherwise provided in Section 8(h) herein regarding the IPO RSA (defined below), the effect of termination or resignation of employment on equity awards granted to Executive at any time, including stock options granted to Executive prior to the Effective Date, shall be governed by the provisions of the applicable plan and award agreement.