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SEC Filings

S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
Entire Document
 

 

the Phantom Stock Award under the Participant’s grant become fully vested. Only SARs and units subject to the Phantom Stock Awards that are vested may be redeemed.

 

If a Participant’s Continuous Service terminates for any reason before all SARs or units subject to a Phantom Stock Award held by such Participant have vested, the portion of those SARs or Phantom Stock Awards that has not vested as of the date of such termination of Continuous Service shall be forfeited and canceled as of such date. Such Participant’s SARs and vested units subject to the Phantom Stock Award that have vested automatically shall be redeemed on the date of his or her termination, and the Participant shall receive a cash payment for such automatically redeemed vested SARs and Phantom Stock Awards in accordance with Section 7(c)(iv).

 

If a Participant’s Continuous Service with the Company is interrupted for a period of three (3) months or more in a calendar year for any reason, including such Participant’s sick leave, maternity leave, military leave, or other leave of absence approved by the Company, before all SARs or units subject to a Phantom Stock Award held by such Participant have vested, then upon the occurrence of such interruption, further vesting of the SARs and Phantom Stock Awards shall cease until the Participant resumes Continuous Service. The unvested SARs and Phantom Stock Awards thereafter shall vest on the basis set forth in the Participant’s SAR or Phantom Stock Award agreement, with no vesting credit given for the period during which the vesting ceased.

 

Notwithstanding the foregoing, the Board shall have the power to accelerate the time of vesting for any Participant or Participants under this Section 7(c), including in the event of a Change in Control or a Participant’s termination of Continuous Service.

 

(iv)                             Redemption. SARs and Phantom Stock Awards shall entitle the holder to receive a cash payment from the Company upon redemption in an amount equal to the Fair Market Value per share of the Common Stock (or such other value per share as may be set forth in the SAR or Phantom Stock Award agreement), multiplied by the number of SARs or units as to which the Phantom Stock Award is redeemed, less the applicable exercise price, if any, and applicable withholding taxes and authorized payroll deductions. Such payments shall be made as soon as reasonably practicable following the redemption of a SAR or Phantom Stock Award.  Notwithstanding the foregoing a SAR or Phantom Stock Award agreement may provide that the Company may, in its sole discretion, make payment following a redemption of a SAR or Phantom Stock Award pursuant to a deferred payment schedule. Such deferred payment schedule shall provide that the Company shall pay the Participant the payment due with respect to the redemption within a period certain not to exceed two years from the date of the redemption. Payments made pursuant to a deferred payment schedule will include an interest payment by the Company in an amount equal to the mid-term Applicable Federal Rate established by the Internal Revenue Service, compounded annually, on the unpaid balance of the payment over the actual term of the payment.

 

At the time of the redemption of a SAR or Phantom Stock Award, the Participant shall execute such additional documents as the Company may then require in order to administer properly the terms of the grant and redemption.

 

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