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PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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[Proteon Therapeutics Letterhead]




This First Amendment to the Employment Agreement (the “Amendment”) is made and entered into as of this 29th day of April, 2009 by and between Proteon Therapeutics, Inc., with offices located at 200 West Street, Waltham, Massachusetts 02451 (the “Company”) and Steven K. Burke (“Burke”).


WHEREAS, Company and Burke entered into an Employment Agreement (the “Agreement”) dated July 25, 2006, and pursuant to the terms contained in Section 21 of the Agreement, Burke and the Company desire to amend and modify the Agreement.


NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, the parties, intending to be legally bound, mutually agree as follows:


1.             Clause 9.(a)(v) shall be deleted in its entirety.


2.             The following defined term shall be added to Section 11 as part (e):


“Series B Second Tranche Grant” — shall be those incentive stock options granted by the Company to Burke to purchase shares of Company Common Stock, $.001 par value, which options do not commence vesting by its terms until the closing date of the Series B second tranche.


3.             Section 9.(b) Termination of Employment and Severance Benefits — By Reason of Constructive Termination, the second paragraph of such section is hereby deleted and replaced with the following:


In the event of such termination, in addition to Final Compensation, you shall be entitled to the following: (i) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the date of termination, less applicable withholdings and deductions, paid in a lump sum as provided below (the “Severance Payment”); (ii) if you are participating in the Company’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve (12) months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve months, pay to you the premium payments it would have made for the remainder of the twelve (12) month period (the “COBRA Premiums”); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you (excluding the Series B Second Tranche Grant, unless the date of such termination by reason of Constructive Termination occurs after