[Proteon Therapeutics Letterhead]
September 9, 2013
Mr. George Eldridge
64 Damien Road
Wellesley, Massachusetts 02481
Re: Employment with Proteon Therapeutics, Inc.
Proteon Therapeutics, Inc. (the Company or Proteon) is very pleased to offer you employment as its Senior Vice President and Chief Financial 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 Agreement, please sign at the end of this letter in the space indicated.
1. Duties. Effective September 9, 2013 (Start Date), you will be employed as the Companys Senior Vice President and Chief Financial Officer. In this capacity, you will be responsible for all financial aspects of the Company and shall perform such duties as are ordinary, customary and necessary in your role as Senior Vice President and Chief Financial Officer. You will report directly to the President and Chief Executive Officer of the Company who will be responsible for evaluating your performance.
2. Place of Performance. You shall be based no more than fifty (50) 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 $275,000 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 of Directors of the Company (the Board) with such increases typically made annually as part of the Companys annual compensation review process. Following the time the Companys common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and becomes publicly traded on any national securities exchange or the OTC Buletting Board (or a successor), your salary will be reviewed by the Board and may be adjusted, if appropriate, to be consistent with the salaries of your peers in other similar publicly traded companies.
4. Annual Bonus. You will have an annual target bonus of 25% of your Base Salary (Bonus). 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