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:

Equity. All equity awards granted to you may be exercised in accordance with the terms of the respective awards, agreements, and plans.

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. 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. Subject to the approval of the Board, the Executive will be granted an option under the Company’s 2017 Stock Incentive Plan to purchase 30,000 shares of common stock of the Company (the “Option”) at a per share option exercise price equal to the fair market value of the common stock of the Company as of the date of the grant. The Option shall become exercisable (“vest”) in full on the earlier of the date four months from the Commencement Date or the date on which the Executive’s employment is terminated in connection with the hiring of the New CEO. No vesting shall occur after termination of the Executive’s employment. The Option will be subject to all of the terms, conditions and termination provisions of an option agreement evidencing the grant of the Option, which agreement will be consistent with the Plan.

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

All grants of equity retainer awards to non-employee directors pursuant to this Policy will be automatic and nondiscretionary and will be made in accordance with the following provisions:

The Compensation Committee may recommend an additional equity based retainer for the Non-Executive Chairman of up to $100,000 annually to reflect increased responsibilities as may occur from time to time.

Compensation and Benefits. During the Interim Term, you will not receive any additional compensation in your capacity as Interim CEO. However, you will continue to be eligible to receive the equity retainer granted annually to the Company’s non-employee directors. Currently, pursuant to the non-employee director compensation policy that the Company adopted effective as of the date of the 2020 annual meeting of stockholders, the Company’s non-employee directors receive an annual equity retainer equal to $20,000 delivered in the form of options to purchase shares of the Company’s Class A Common Stock.