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PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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Exhibit 10.6


[Proteon Therapeutics Letterhead]


September 9, 2013


Mr. George Eldridge

64 Damien Road

Wellesley, Massachusetts 02481


Re: Employment with Proteon Therapeutics, Inc.


Dear George,


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 Company’s 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 Company’s annual compensation review process. Following the time the Company’s 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 Company’s performance. This bonus will be based 3/4 on your performance against goals set for you