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PROTEON THERAPEUTICS INC filed this Form S-1/A on 10/07/2014
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Exhibit 10.28


Proteon Therapeutics, Inc.

200 West St.

Waltham, MA  02451


October 1, 2014


Mr. George A. Eldridge

64 Damien Road

Wellesley, MA 02481


Re:                             Employment with Proteon Therapeutics, Inc.


Dear George,


Reference is hereby made to that certain Employment Letter Agreement (the “Original Employment Agreement”), dated as of September 9, 2013, between you and Proteon Therapeutics, Inc. (the “Company” or “Proteon”).  This letter agreement (the “Agreement”) amends and restates the Original Employment Agreement in its entirety.  This letter contains the basic terms of your employment with the Company. If you agree to the terms and conditions set forth in this offer letter, please sign at the end of this letter in the space indicated.  This Agreement shall be effective contingent upon, and from and after, the consummation of the Company’s initial public offering (the “IPO”) of its common stock, par value $0.001 per share (“Common Stock”).


1. Duties.  You will be employed as the Company’s Senior Vice President and Chief Financial Officer. In this capacity, you will be responsible for all financial aspects of the Company and shall perform such duties as are ordinary, customary and necessary in your role as Senior Vice President and Chief Financial Officer. You will report directly to the President and Chief Executive Officer of the Company who will be responsible for evaluating your performance.


2. Place of Performance.  You shall be based no more than fifty (50) miles outside of the Boston, Massachusetts area, although reasonable travel may be expected.


3. Compensation.  You will be compensated at a base rate of $300,290 per year (“Base Salary”), payable and due in accordance with the regular payroll of the Company for its executives. Upward adjustments to your Base Salary will be made at the discretion of the Board of Directors of the Company (the “Board”) with such increases typically made annually as part of the Company’s annual compensation review process.


4. Annual Bonus.  You will have an annual target bonus of 35% of your Base Salary (“Bonus”), subject to upward adjustments at the discretion of the Board typically made annually as part of the Company’s annual compensation review process.  The actual amount of this Bonus, if any and up to the full 35% target shall be determined by the Board, based on its assessment, in its discretion, of your and the Company’s performance.  The Bonus shall be paid in one lump sum following the completion of Company’s annual compensation review process and shall be paid at the same time that other employees’ annual bonuses are paid, but in no event later than March 15th of the calendar year immediately following the end of the annual performance review process, provided that you remain employed by the Company on the date of any such payment.  “Pro-Rata Bonus” means the Bonus that (but for the cessation of employment) would otherwise have been payable for the fiscal year in which the cessation occurs (based on actual performance outcomes for that year), multiplied by the following fraction: (i) the number of days that you were employed by the Company during that fiscal year, divided by (ii) 365.  For this