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PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
Entire Document


Mr. Timothy P. Noyes

October 1, 2014

Page 4 of 11




therefore advise you to seek the advice of an attorney before signing it.  The Severance Payments shall be payable and due as a lump sum, and will be paid thirty (30) days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by you, is received by the Company, subject to Section 11(d) hereof.  The payment of the COBRA Premiums will commence on such later date as well.  Notwithstanding the foregoing, if the Company determines that it cannot provide such reimbursement of premiums to you without potentially violating applicable law, the Company shall not be obligated to make any such payments or reimbursements to you.


The following shall constitute Constructive Termination:


(i)                                     failure of the Company to provide you Base Salary (as may have been increased pursuant to Section 3) and benefits in accordance with the terms of this Agreement, excluding an inadvertent failure which is cured within ten (10) business days following written notice from you to the Company specifying in detail the nature of such failure;


(ii)                                  failure of the Company, or a successor to the Company, to provide you with a position that is equivalent in title, total compensation (salary and bonus), benefits or responsibilities to your then current position within ninety (90) days of a Corporate Transaction, as defined below, provided further, that a change in your duties or responsibilities following the Company becoming a subsidiary or division of a surviving entity after a Corporate Transaction shall be deemed to be a Constructive Termination (e.g., a change from President of the Company to President of a subsidiary or division shall be deemed to constitute a Constructive Termination);


(iii)                               material diminution in the nature or scope of your responsibilities, duties or authority, or a reduction in your Base Salary (as may have been increased pursuant to Section 3) without your prior written consent;


(iv)                              relocation of your employment by more than twenty (20) miles outside of the Boston, Massachusetts, area;


(v)                                 failure of the Company to materially comply with the terms of this Agreement;


(vi)                              termination of your employment as a result of your death; or


(vii)                           termination of your employment as a result of the fact that you become disabled during your employment with an illness, injury, accident or condition of either a physical or psychological nature, and, as a result, you are unable to perform substantially all of your duties and responsibilities hereunder, with or without a reasonable accommodation, for one hundred eighty (180) consecutive days in any three hundred sixty-five (365) consecutive calendar days.


(c)                                  By the Company Without Cause. The Company may terminate your employment hereunder without Cause.  In the event of such termination, in addition to Final Compensation, you shall be entitled to the following:  (i) the Severance Payment less applicable