Amended and Restated 2014 EQUITY INCENTIVE PLAN
Agreement dated as of _____________ ____, 20____, between Proteon Therapeutics, Inc., a corporation organized under
the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently
residing at the address set out at the end of this Agreement (the “Optionee”).
of Option. Pursuant and subject to the Company's Amended and Restated 2014 Equity Incentive Plan (as the same may be amended
from time to time, the “Plan”), the Company grants to you, the Optionee identified in the table below, an option
(the “Option”) to purchase from the Company all or any part of a total of the number of shares identified in
the table below (the “Optioned Shares”) of the common stock, par value $0.001 per share, in the Company (the
“Stock”), at the exercise price per share set out in the table below.
||Number of Shares
||Exercise Price Per Share
of Option. This Option [is/is not]2 intended to be treated as an “incentive
stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
of Option. This Option shall expire at
5:00 p.m. Eastern Standard Time on the Expiration
Date or, if earlier, the earliest of the dates specified in whichever of the following applies:
If the termination of your employment or other association is on account of your
death or disability, the first anniversary of the date your employment ends.
If the termination of your employment or other association is due to any other reason,
three (3) months after your employment or other association ends.
For ISOs not later than the day immediately preceding the tenth anniversary of the Grant Date. NQSOs may have a later
expiration date, if the Plan allows. But as a general matter, NQSOs will also have an expiration date of not later than the the
day immediately preceding the tenth anniversary of the Grant Date.
Either “is” or “is not”, as the Committee has determined.