Equity. Subject to approval by the Board, you will receive stock options to purchase 75,000 shares of the Company’s Common Stock for a price per share equal to the fair market value of one share of the Common Stock on the date of the option grant as determined by the Board and pursuant and subject to the terms of the Company’s Option Agreement (which must be executed to receive the grant). The stock options will vest (become exercisable) as follows: 12.5% of the shares underlying the options shall vest upon the six (6) month anniversary of your employment commencement date and 1/42nd of the remainder of such shares will vest on a monthly basis in forty-two (42) equal monthly installments with the first such installment vesting on the seven (7) month anniversary of your employment commencement date, subject to your continued employment with the Company through each vesting date.

Equity. Subject to the approval by the Board, and as further consideration for Executive’s employment, the Company shall grant Executive: # an option to purchase 50,000 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 “Initial Option”); and # an additional option to purchase 50,000 shares of 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 “Subsequent Option”; and together with the Initial Option, the “Options”) . The Options 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 Initial Option shares will vest as of the one-year anniversary of the vesting commencement date so long as Executive remains in continuous service with the Company as of such anniversary in any capacity and the Subsequent Option shares will vest on the applicable vesting dates, so long as Executive remains in continuous service with the Company as of such vesting dates, as follows: 25% of the shares will vest as of the one-year anniversary of the grant date and 1/48th of the shares will vest monthly thereafter, so that all of the shares are vested four (4) years after the grant date.

Equity. Executive shall be eligible to participate in any equity compensation plan or similar program adopted by the Company when approved by the Board and, if applicable, the Company’s shareholders, for executives at Executive’s level. Executive will receive a stock option grant after joining the Company. The amount awarded, if any, to the Executive under any such plan shall be in the discretion of the Board or any committee administering such plan and shall be subject to the terms and conditions of any plan or program adopted or approved by the Board. Any such grants will be effective when made and shall be subject to terms and conditions to be imposed by the Board under the Company’s plans, programs or applicable award agreement.

Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of $500,000 in the aggregate during the term of this Agreement (or in excess of $0 at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this Section 2.4(e)(v) shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this 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. 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 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.

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.