Table of Contents
Employee Benefit and Stock Plans
We adopted our 2006 Equity Incentive Plan, or 2006 Plan, in March 2006, and stockholders approved the plan in March 2006. Under the
2006 Plan, we granted options to purchase shares of our common stock to our employees, directors and consultants. Options under the 2006 Plan are either incentive stock options, within the meaning of
Section 422 of the Internal Revenue Code, or nonqualified stock options. All options granted under the 2006 Plan expire no later than ten years from their date of grant. On August 21,
2014, our board of directors resolved to amend and restate the 2006 Plan, effective upon completion of this offering. No new awards will be granted under the 2006 Plan after the consummation of this
initial public offering.
board of directors, or a committee appointed by the board, administers the 2006 Plan. As is customary in incentive plans of this nature, the number of shares subject to outstanding
awards under the 2006 Plan and the exercise prices of those awards are subject to adjustment in the event of changes in our capital structure, reorganizations and other extraordinary events.
In the event of a transaction, including (i) any merger or consolidation of Proteon, (ii) any sale or exchange of all of
the common stock of Proteon, (iii) any sale, transfer or other disposition of all or substantially all of Proteon's assets, or (iv) any liquidation or dissolution of Proteon, the
compensation committee may, with respect to all or any outstanding stock options and SARS, (1) provide that such awards will be assumed, or substantially equivalent rights shall be provided in
substitution therefore, (2) provide that the recipient's unexercised awards will terminate immediately prior to the consummation of such transaction unless exercised within a specified period
following written notice to the recipient, (3) provide that outstanding awards shall become exercisable in whole or in part prior to or upon the transaction, (4) provide for cash
payments, net of applicable tax withholdings, to be made to the recipients, (5) provide that, in connection with a liquidation or dissolution of Proteon, awards shall convert into the right to
receive liquidation proceeds net of the exercise price of the awards and any applicable tax withholdings, or (6) any combination of the foregoing. With respect to outstanding awards other than
stock options or SARs that are not terminated prior or upon the transaction, upon the occurrence of a transaction other than a liquidation or dissolution of the Company which is not part of another
form of transaction, the repurchase and other rights of Proteon under each such award will transfer to Proteon's successor. Upon the occurrence of such a liquidation or dissolution of Proteon, all
risks of forfeiture and performance goals applicable to such other awards will automatically be deemed terminated or satisfied, unless specifically provided to the contrary in the award. Any
determinations required to carry out any of the foregoing will be made by the compensation committee in its sole discretion.
Upon the occurrence of a change of control, to the extent the surviving entity declines to continue, convert, assume or replace
outstanding awards, then all outstanding stock options and SARs will accelerate with respect to such percentage of the shares not then exercisable as
is determined by the compensation committee, the risk of forfeiture applicable to all outstanding restricted stock and restricted stock units not based on achievement of performance goals will lapse
with respect to such percentage of the restricted stock and restricted stock units still subject to such risk of forfeiture as is determined by the compensation committee, and such percentage of any
outstanding awards of performance units will be deemed to have been satisfied as is determined by the compensation committee. In each case, a pro rata portion of each unvested award will be vested.