Table of Contents
change of control is defined as the occurrence of any of the following: (1) a transaction, as described above, unless securities possessing more than 50% of the total combined
voting power of the resulting entity or ultimate parent entity are held by a person who held securities possessing more than 50% of the total combined voting power of Proteon immediately prior to the
transaction; (2) any person or group of persons, excluding Proteon and certain other related entities, directly or indirectly acquires beneficial ownership of securities possessing more than
50% of the total combined voting power of Proteon, unless pursuant to a tender or exchange offer that Proteon's board of directors recommends stockholders accept; (3) over a period of no more
than 24 consecutive months there is a change in the composition of Proteon's board such that a majority of the board members ceases to be composed of individuals who either (i) have been board
members continuously since the beginning of that period, or (ii) have been elected or nominated for election as board members during such period by at least a majority of the remaining board
members who have been board members continuously since the beginning of that period.
board of directors may amend or terminate the 2006 Plan at any time, except that any such amendment or termination may not adversely affect the rights of a holder of an outstanding
award without the holder's consent. The 2006 Plan requires that certain amendments, to the extent required by applicable law or any applicable listing agency or deemed necessary or advisable by the
board of directors, be submitted to stockholders for their approval.
The following is a summary of the material terms of the 2014 Equity Incentive Plan, or 2014 Plan, which will be in effect immediately
prior to effectiveness of this offering. It does not purport to be complete and is qualified by reference to the full text of the 2014 Equity Incentive Plan, which we will file as an exhibit to our
registration statement of which this prospectus is a part.
2014 Plan provides for the grant of incentive stock option and nonstatutory stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, stock
grants and qualified performance-based awards under Section 162(m) of the Code, which we collectively refer to as "awards" in connection with the 2014 Plan. Directors, officers and other employees of
Proteon and our subsidiaries, as well as others performing consulting or advisory services for us, are eligible for grants under the 2014 Plan. The purpose of the 2014 Plan is to provide incentives
that will attract, retain and motivate highly competent officers, directors, employees and consultants to promote the success of our business.
Under its terms, the 2014 Plan is administered by the compensation committee of the board of directors, which is made up of independent
outside non employee directors for the purposes of applicable securities and tax laws. The board of directors itself may also exercise any of the powers and responsibilities under the 2014 Plan.
Subject to the terms of the 2014 Plan, the plan administrator (the board or its compensation committee) will select the recipients of awards and determine, among other things,
- number of shares of common stock covered by the awards and the dates upon which such awards become exercisable or any
restrictions lapse, as applicable;
- type of award and the exercise or purchase price and method of payment for each such award;
- vesting period for awards, risks of forfeiture and any potential acceleration of vesting or lapses in risks of forfeiture;
- duration of awards.