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PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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responsibilities to enforce the law. The Executive recognizes and agrees, however, that while this Agreement does not affect his right to file a charge or participate in an investigation or proceeding conducted by a Commission, it does bar any claim he might have to receive monetary damages in connection with any Commission proceeding concerning matters covered by this Agreement.


The Executive understands that he has until forty five (45) days after receiving this Agreement to consider this Agreement. The Executive further understands that if he executes and returns the Agreement prior to the expiration of this forty five (45) day period, he has waived any right he may have to additional time within which to consider the Agreement.


The Executive has seven (7) days after the day he signs this agreement to revoke it. To revoke this agreement after signing it, he must deliver a written notice of revocation to the Company’s Chief Executive Officer at the Company’s offices before the seven day period expires. This Agreement shall not become effective until the eighth (8th) day after the day the Executive signs the Agreement (the “Effective Date”). If the Executive revokes this Agreement it will not become enforceable and he will not receive the benefits described in the Employment Agreement and this Agreement.


IN WITNESS WHEREOF, the Executive has duly executed this Agreement.


Timothy P. Noyes




Timothy P. Noyes