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SEC Filings

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


(v)                                 Transferability. SARs and Phantom Stock Awards shall not be transferable or assignable in any manner by a Participant. During the lifetime of a Participant, vested SARs and units subject to Phantom Stock Awards held by such Participant shall be redeemed only by such Participant or his or her guardian or legal representative. In the case of the death of a Participant who holds vested SARs or units subject to Phantom Stock Awards, such vested SARs or units subject to Phantom Stock Awards automatically shall be redeemed as of the Participant’s date of death, and payment shall be made to such Participant’s designated beneficiary or, in the absence of designation, to such Participant’s beneficiary by will or by the laws of descent and distribution upon sufficient legal proof of entitlement, in accordance with Section 7(c)(iv) of the Plan.


(vi)                             Funding. SARs and Phantom Stock Awards shall not be funded, the Company shall not be required to segregate any funds representing the value of SARs or Phantom Stock Awards granted to Participants, and nothing in the Plan shall be construed as providing for such segregation. A Participant’s rights to amounts received upon the redemption of SARs or Phantom Stock Awards under the Plan shall be those of an unsecured general creditor of the Company. The liability for payment upon the redemption of a SAR or Phantom Stock Award shall be a liability of the Company alone and shall not be a liability of any officer, director, shareholder or affiliate of the Company.


8.                                      COVENANTS OF THE COMPANY.


(a)                                 Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards.


(b)                                 Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.


9.                                      USE OF PROCEEDS FROM STOCK


Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.


10.                               MISCELLANEOUS.


(a)                                 Acceleration of Exercisability or Redemption and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or