Proofpoint, Inc.

This Policy excludes benefits for the following: Appellate court proceedings, class actions, interventions, derivative action and amicus curiae filings. The preparation and filing of individual, partnership or estate tax returns, appellate or administrative proceedings related to tax returns, litigation before the U.S. Tax Court, U.S. Court of Claims or any other federal, state or other courts with respect to tax matters. Matters relating to securities, trademark or patent matters; business or commercial interests, including, but not limited to, professional, partnership and/or corporate matters; matters involving the law or laws of jurisdictions other than the United States and its territories except as specifically described under Covered Services; any matters involving a government (domestic or foreign) entity or agency except as specifically described under Covered Services; farm related issues; matters involving commercial or rental property transactions, including the purchase, sale or lease of investment or income-producing property. Legal services that are fully paid for or provided at no cost by any governmental agency, organization or insurance company. Matters that the attorney deems frivolous, spurious, harassing, or unethical (collectively referred to as “frivolous”) or otherwise prohibited by the Model Rules of Professional Conduct of the state in which the attorney is licensed. Costs associated with covered legal services, including but not limited to, all fines, court costs, penalties, sanctions, expert witness fees, bonds, bail bonds, attorney fees, exhibits, deposition costs, filing fees, transcripts, postage, telephone, photocopying, recording fees, messengers, judgments, jury fees, court reporter fees, investigative costs and all other incidental and out-of-pocket legal and litigation costs. Any services on behalf of a Covered Family Member against the interests of the Member. Any employment-related matter. This includes, but is not limited to, any dispute involving the Member’s employer or its affiliates, their officers or directors, the Member’s employee benefit plans, credit unions, programs or arrangements sponsored by an employer, or cases involving workers’ compensation, unemployment compensation, sex harassment, age discrimination, etc. Any dispute or proceeding against the following persons or entities, their officers, directors, employees, or agents: any person or entity involved in the sale, marketing, administration or other processes related to this Policy; Legal Plan Administrator or its subsidiaries; Claims Administrator or its subsidiaries; Policyholder; Member’s employer; LegalEASE and it’s parents, subsidiaries or any affiliated or successor company, plan underwriter or reinsurer; Plan Sponsor; or any Participating and/or Non-Participating Attorney, if the dispute or proceeding pertains to services provided under the Policy. The Policy will not provide benefits in connection with pre-existing matters, which includes any matter where the Member and/or Covered Family Member is on notice as to a pending legal dispute or has previously contacted an attorney, except when prior coverage under another Legal Plan provided by the Policyholder can be demonstrated. Where there are specific hours or dollar amounts provide in this Policy, or where a maximum is set under the Managed Case Rules, the Member will be responsible for all attorney fees incurred over the maximum. Additional exclusions related to each benefit are included in the Covered Services.