Form of RSU Assumption AgreementRsu Assumption Agreement • April 20th, 2012 • Proofpoint Inc • Services-computer processing & data preparation
As you may be aware, Proofpoint, Inc. (“Proofpoint”) is intending to acquire NextPage, Inc. (“NextPage”) pursuant to an Agreement and Plan of Reorganization, dated on or about December 16, 2011 (the “Merger Agreement”), among ProofPoint, Nucleus Acquisition Corp., a wholly owned subsidiary of ProofPoint (“Merger Sub”), the Company and the Stockholders’ Agent, with the result that, subject to the terms and conditions therein, Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Acquiror (the “Merger”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement, a copy of which has been enclosed for your reference.
