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PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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2.24.                     Purchase Price means with respect to a Plan Period an amount equal to eighty five percent (85%) of the Fair Market Value of a Share on the Plan Period Commencement Date or on the Plan Period Termination Date, whichever is lower.


2.25.                     Share means a share of Common Stock, as adjusted in accordance with Section 12 of the Plan.


2.26.                     Subsidiary means a corporation, in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


3.                                      Shares Reserved For The Plan


Subject to adjustment as provided in Section 12 hereof, the number of Shares reserved for issuance hereunder shall be One Hundred Forty Thousand Five Hundred (140,500), provided, however, that the number of Shares authorized under this Section 3 of the Plan will be increased each January 1, commencing on January 1 of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2024, by an amount equal to the lesser of (i) one percent (1%) of outstanding Shares as of the end of the immediately preceding fiscal year and (ii) 281,000. Notwithstanding the foregoing, the Board may act prior to January 1 of a given year to provide that there will be no such January 1 increase in the number of Shares authorized under this Section 3 of the Plan for such year or that the increase in the number of Shares authorized under this Section 3 of the Plan for such year will be a lesser number than would otherwise occur pursuant to the preceding sentence.  For purposes of applying the foregoing limitation, if any option expires, terminates or is cancelled for any reason without having been exercised in full, the Shares not purchased or received by the Employee shall again be available for options to be granted under the Plan.  Shares issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.


4.                                      Administration


The Plan shall be administered by the Committee, provided, however, that at any time and on any one or more occasions the Board may itself exercise any of the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder; and provided, further, that the Committee may delegate its duties in order to facilitate the purchase and transfer of Shares and to provide for the day-to-day administration of the Plan with all powers necessary to enable the delegate to carry out its duties in that respect.  Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations with respect to each option to be granted by the Company under the Plan.  In making such determinations, the Committee may take into account such factors as the Committee in its discretion shall deem relevant.  Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for the administration of the Plan.  The Committee’s determinations made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an option granted pursuant hereto.