Equity. Vesting acceleration as to that portion of each time-based Equity Award (or portion thereof) that would have vested and, if applicable, become exercisable, had Executive continued to be employed by the Company or its Affiliates through the date that is twelve (12) months following the termination date.

Equity. Vesting acceleration of one hundred percent (100%) of Executive’s outstanding unvested Equity Awards on the date of Executive’s termination. If, however, an outstanding Equity Award is to vest and/or the amount of the Equity Award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provided in the applicable award agreement.

Equity. During the Employment Term, Executive will be eligible to receive equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee will determine in its discretion whether Executive will be granted any equity awards and the terms of any equity award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

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 terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, transfer, assign and deliver to Buyer, all right, title and interest (record and beneficial) in and to the Equity, free and clear of all Liens (other than restrictions imposed on transfer under applicable federal and state securities Laws or regulations). The purchase price to be paid by Buyer to Seller with respect to the Equity shall consist of # delivery at the Closing of a promissory note in the form attached as [Exhibit G] (the “Closing Note”), which will be distributed by Seller to the Seller Stockholders following the Closing as part of a plan of liquidation and will be payable to Seller Stockholders in accordance with their Pro Rata Shares on the first Business Day following the Closing by wire transfer of immediately available funds to the accounts designated by Seller in the Consideration Spreadsheet, of an amount equal to # the Estimated Transaction Consideration, minus # the Indemnity Escrow Amount, minus # the Adjustment Escrow Amount, minus # Seller Stockholder Representative Expense Fund, and # the Post-Closing Adjustment. Buyer is not assuming and shall not assume any obligations or Liabilities under # any options or warrants to purchase or otherwise acquire any shares of Seller Common Stock or other Equity Interests, or # any other direct or indirect rights to acquire any shares of Seller Common Stock or other Equity Interests. Seller shall take all actions necessary or appropriate, including providing any such required notices, so that any such options, warrants or other direct or indirect rights to acquire Equity or other Equity Interests in the Company are terminated as of the Closing. The Transaction is intended to be a purchase of the equity interests of the Company.

Equity. Consultant will receive an option grant of 5,781 shares of Company stock at the prevailing option price as determined by the Board of Directors (and subject to the other terms and conditions of the Company’s Equity Incentive Plan), vesting in equal amounts monthly over 36 months beginning from the Effective Date.

Equity. If a Change in Control occurs during the Double‑Trigger Period, Employee will receive vesting acceleration of one hundred percent (100%) of Employee’s equity awards that are outstanding and unvested as of the Termination Date; provided, however, that if such an outstanding equity award is to vest and/or the amount of such equity award to vest is to be determined based on the achievement of performance criteria, then such equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provided in the applicable award agreement (such vesting acceleration under this Section 4.b.iv, the “Vesting Acceleration”).

Equity. Following the Effective Date, the Company will enter into an equity award agreement with Executive containing the terms set forth on Exhibit B hereto (the “Equity Award”).

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 185,000 shares of common stock of the Company (the “New Hire Stock Option”). As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be granted to the Executive under the Company’s 2017 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the Effective Date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as provided in Section 8(b) of this Agreement. The New Hire Stock Option and any subsequently granted equity or stock-based awards under the Company’s equity incentive plans, including stock options and restricted stock unit awards, will be collectively referred to in this Agreement as the “Equity Awards.”

Equity. You acknowledge and agree that the equity awards granted to you under the terms of the Company’s plans will be administered in accordance with the terms of their respective plans and grant agreements.