[Proteon Therapeutics Letterhead]
September 23, 2013
Mr. Daniel Gottlieb
25 Suffolk Road
Sudbury, Massachusetts 01776
Re: Severance Agreement with Proteon Therapeutics, Inc.
The purpose of this letter agreement (the Agreement), which shall be effective as of the date you sign this Agreement, is to set forth the terms of your severance benefits should your employment with Proteon be terminated prior to or following a Corporate Transaction (as defined below).
1. Termination of Employment and Severance Benefits.
(a) By the Company Without Cause. The Company may terminate your employment hereunder without Cause. In the event of such termination, in addition to Final Compensation (as defined below), 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, in the event termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction (as defined below), six (6) months of your Base Salary at the rate in effect on the date of termination, as applicable, less applicable withholdings and deductions, paid in a lump sum as provided below (the Severance Payment);
(ii) if you are participating in the Companys 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, in the event termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction, that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for six (6) months following (the Tail Period) pay to you the premium payments it would have made for the remainder of the applicable Tail Period (the COBRA Premiums);
(iii) one hundred percent (100%) of any unvested stock options or unvested restricted shares held by you shall vest in full in the event your termination without Cause occurs within thirty (30) days prior to or three hundred sixty-five (365) days following a Corporate Transaction (as defined below);
(iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the termination without Cause; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A.
Any obligation of the Company to you in Section 1(a) is conditioned upon you signing and returning to the Company a timely and mutually agreeable effective release of claims (the Release of Claims) which form is attached as Exhibit A. The Release of Claims required for separation benefits in