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SEC Filings

PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.


(iv)                             Termination of Participant’s Continuous Service. Subject to the “Repurchase Limitation” in Section 10(h), in the event that a Participant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the restricted stock purchase agreement. Provided that the “Repurchase Limitation” in Section 10(h) is not violated, the Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the purchase of the restricted stock unless otherwise specifically provided in the restricted stock purchase agreement.


(v)                                 Transferability. Rights to acquire shares of Common Stock under the restricted stock purchase agreement shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant.


(c)                                  Stock Appreciation Rights and Phantom Stock Awards. Each SAR and Phantom Stock Award agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of SAR and Phantom Stock Award agreements may change from time to time, and the terms and conditions of separate SAR and Phantom Stock Award agreements need not be identical, but each SAR and Phantom Stock Award agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


(i)                                    Grants. SARs and Phantom Stock Awards granted to a Participant shall be credited to a bookkeeping account to be maintained for such Participant. A Participant may be granted more than one SAR or Phantom Stock Award under the Plan, and such Participant shall be notified of each such grant in writing within thirty (30) days of the date of grant, or within such other time period as the Board shall determine is appropriate.


(ii)                                Term. Each SAR and Phantom Stock Award granted pursuant to the Plan shall have a term of ten (10) years. A SAR or Phantom Stock Award not redeemed prior to the payment shall be made to the Participant holding such SAR or Phantom Stock Award in accordance with this Section 7(c).


(iii)                            Vesting and Forfeiture. SARs and the units subject to each Phantom Stock Award shall become vested and redeemable in periodic installments that may, but need not, be equal. The SAR or Phantom Stock Award may be subject to such other terms and conditions on the time or times when it may be redeemed (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual SARs and Phantom Stock Awards may vary.


A Participant’s SARs or Phantom Stock Awards shall continue to vest until either (i) the Participant’s Continuous Service terminates for any reason, or (ii) all SARs or units subject to