[Proteon Therapeutics Letterhead]
April 14, 2006
Mr. Timothy P. Noyes
5 Brigham Road
Lexington, Massachusetts 02420
Re: Employment with Proteon Therapeutics, Inc.
Proteon Therapeutics, Inc. (the Company or Proteon) is very pleased to offer you employment as its President & Chief Executive Officer. This letter contains the basic terms of your employment with the Company (the Agreement). If you agree to the terms and conditions set forth in this offer letter, please sign at the end of this letter in the space indicated.
1. Duties. Effective April 19, 2006, you will be employed as the Companys President & Chief Executive Officer. In this capacity, you will be responsible for all aspects of the Company and shall perform such duties as are ordinary, customary and necessary in your role as President & Chief Executive Officer. You will report directly to the Board of Directors (Board) of the Company who will be responsible
for evaluating your performance. In addition, pursuant to the Voting Agreement dated March 29, 2006 as it may be amended from time to time (the Voting Agreement), you shall serve as a Director on the Board.
2. Place of Performance. You shall be based no more than twenty (20) miles outside of the Boston, Massachusetts area, although reasonable travel may be expected.
3. Compensation. During the first year of your employment with the Company, you will be compensated at a base rate of $320,000 per year (Base Salary), payable and due in accordance with the regular payroll of the Company for its executives. Upward adjustments to your Base Salary will be made at the discretion of the Board with such increases typically made annually as part of the Companys annual compensation review process.
4. Annual Bonus. You will have an annual target bonus of 25% (Bonus) of your Base Salary. The actual amount of this Bonus, if any and up to the full 25% target shall be determined by the Board, based on its assessment, in its discretion, of your and the Companys performance. This bonus will be based 3/4 on your performance against goals set for you annually and agreed upon by the Board, and 1/4 on subjective performance evaluation by the Board. The Bonus shall be paid in one lump sum following the completion of Companys annual compensation review process and shall be paid at the same time that other employees