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S-1/A
PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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occurs 30 days prior to or 365 days after a corporate transaction (as defined in the agreement). Dr. Burke's right to receive these severance benefits is subject to his providing a release of claims in favor of Proteon.

        The agreement includes a noncompetition covenant during Dr. Burke's employment under the agreement and for 12 months thereafter. The agreement provides that we shall indemnify Dr. Burke against all losses, damages, expenses and claims against him by reason of act or omission in connection with the performance of his duties to the fullest extent permitted by the law.

    Daniel P. Gottlieb

        We have entered into an amended and restated employment agreement effective upon completion of this offering with Mr. Gottlieb to serve as our Vice President of Marketing and Business Development. Mr. Gottlieb's employment with us is "at-will," and the agreement does not include a specified term. The agreement provides that Mr. Gottlieb receives an annual base salary, initially established at $221,230 in 2014, and that he is eligible for an annual incentive bonus, with his target bonus being 30% of his base salary. The board of directors will determine his actual bonus amount based on its assessment of Proteon's and his individual performance during the year. The agreement also provides for Mr. Gottlieb to participate in our benefit programs made available to our employees generally.

        Under Mr. Gottlieb's agreement, if Mr. Gottlieb's employment is terminated by us without cause or by reason of constructive termination (as such terms are defined in the agreement), he will be entitled to receive cash severance equal to nine months of his base salary or, in the event constructive termination (as defined in the agreement) occurs within 30 days prior to or 365 days following a corporate transaction (as defined in the agreement), 12 months plus an amount equal to his bonus pro rated to reflect the number of days worked during that fiscal year; reimbursement of his COBRA premiums for up to nine months; and any unvested stock options or unvested restricted shares (excluding certain grants) shall vest in full if termination occurs 30 days prior to or 365 days after a corporate transaction (as defined in the agreement).

        The agreement includes a noncompetition covenant during Mr. Gottlieb's employment under the agreement and for 9 months or, in the event constructive termination (as defined in the agreement) occurs within 30 days prior to or 365 days following a corporate transaction (as defined in the agreement), 12 months thereafter. The agreement provides that we shall indemnify Mr. Gottlieb against all losses, damages, expenses and claims against him by reason of act or omission in connection with the performance of his duties to the fullest extent permitted by the law.

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