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PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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Release of Claims


In consideration of the promises and covenants recited in the Employment Agreement dated as of                      by and between Proteon Therapeutics, Inc. (the “Company”) and Timothy P. Noyes (the “Executive”), the Executive enters into this Release of Claims.


The Executive hereby releases, waives and discharges his right to assert any legal claim or right, known or unknown, that arose on or before the Effective Date (as defined below), against the Company arising from any conduct by the Company or any of the Company’s affiliates, parents, subsidiaries, directors, officers, shareholders, creditors, insurers, representatives, agents, or employees.


The claims the Executive is releasing include, without limitation, any and all claims arising out of or related to his employment with the Company and his separation from employment with the Company. Such claims include, without limitation, any claims under the Massachusetts Fair Employment Practices Act, M. GL c. 151B, the Massachusetts Wage Act, M GL c. 149 § 148, and any federal, state and local statutes, common law, orders, and regulations prohibiting discrimination or harassment on the basis of age, sex, sexual orientation, race, color, disability, religion, national origin, and any other protected characteristic, as well as any common law claims, including without limitation claims arising out of agreements, representations or policies related to his employment, and claims for wrongful termination, misrepresentation, personal injury, emotional distress, breach of contract, interference with contractual or advantageous relations, and violation of the covenant of good faith and fair dealing.


The Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”). The Executive is advised that this is an important legal document, and is further advised to consult with an attorney before entering into it. The Executive affirms that he understands the terms of this Agreement and that he knowingly and voluntarily is entering into this Agreement.


The Executive acknowledges that this release releases claims under the Massachusetts Wage Act, M GL c. 149 §148, and further that he has been paid all compensation owed for services performed for the Company. The Executive acknowledges that he has not been denied any leave under the FMLA, and that he has not been retaliated against for taking such leave. The Executive agrees that these terms represent a full and final settlement of any and all claims he may have arising out of his employment with the Company, except that this Agreement shall not release or affect any vested rights he may have (1) under the Company’s 401 (k) plan, (2) under the terms of this Agreement, (3) to continue health insurance coverage under COBRA, and (4) which by law cannot be released in this manner.


Nothing in this Agreement shall be construed to waive claims that cannot be waived under applicable law. Nothing in this Agreement shall be construed to affect the Equal Employment Opportunity Commission’s, or any local agency’s, independent rights and