Common use of Termination of Employment and Severance Benefits Clause in Contracts

Termination of Employment and Severance Benefits. By Reason of Constructive Termination, the second paragraph of such section is hereby deleted and replaced with the following: In the event of such termination, in addition to Final Compensation, you shall be entitled to the following: (i) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the date of termination, less applicable withholdings and deductions, paid in a lump sum as provided below (the “Severance Payment”); (ii) if you are participating in the Company’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve (12) months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve months, pay to you the premium payments it would have made for the remainder of the twelve (12) month period (the “COBRA Premiums”); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you (excluding the Series B Second Tranche Grant, unless the date of such termination by reason of Constructive Termination occurs after either: (i) the closing date of the Series B Second Tranche, or (ii) the date the Board of Directors or Compensation Committee thereof has otherwise determined that the vesting under the Series B Second Tranche Grant has commenced) shall vest in full upon the occurrence of the Constructive Termination, accelerated to one hundred percent (100%) vesting in the event Constructive Termination occurs within thirty (30) days prior to or one hundred eighty (180) days following a Corporate Transaction (as defined below); (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Constructive Termination; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A.

Termination of Employment and Severance Benefits. By Reason of Constructive Terminationthe Company Without Cause, the second first paragraph of such section is hereby deleted and replaced with the following: 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) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the date of termination, provided however, that in the event of your termination Without Cause occurs at such time as the Company’s business is being discontinued because rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company this amount shall be reduced to five (5) months of your Base Salary at the rate in effect on the date of termination, in either case less applicable withholdings and deductions, paid in a lump sum as provided below (the “Severance Payment”); (ii) if you are participating in the Company’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve (12) months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve (12) months, pay to you the premium payments it would have made for the remainder of the twelve (12) month period (the “COBRA Premiums”); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you (excluding the Series B Second Tranche Grant, unless the date of such termination by reason of Constructive Termination without Cause occurs after either: either (i) the closing date of the Series B Second Tranche, or (ii) the date that the Board of Directors or Compensation Committee thereof has otherwise determined that the vesting under the Series B Second Tranche Grant has commenced) shall vest in full upon the occurrence of the Constructive Terminationyour termination without Cause, accelerated to one hundred percent (100%) vesting in the event Constructive Termination your termination without Cause occurs within thirty (30) days prior to or one One hundred eighty (180) days following a Corporate Transaction (as defined below); (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Constructive TerminationTermination Without Cause; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A.

Termination of Employment and Severance Benefits. By Reason of Constructive Terminationthe Company Without Cause, the second first paragraph of such section is hereby deleted and replaced with the following: 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) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the date of termination, provided however, that in the event of your termination Without Cause occurs at such time as the Company’s business is being discontinued because rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company this amount shall be reduced to four (4) months of your Base Salary at the rate in effect on the date of termination, in either case less applicable withholdings and deductions, paid in a lump sum as provided below (the “Severance Payment”); (ii) if you are participating in the Company’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve (12) months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve (12) months, pay to you the premium payments it would have made for the remainder of the twelve (12) month period (the “COBRA Premiums”); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you (excluding the Series B Second Tranche Grant, unless the date of such termination by reason of Constructive Termination without Cause occurs after either: either (i) the closing date of the Series B Second Tranche, or (ii) the date that the Board of Directors or Compensation Committee thereof has otherwise determined that the vesting under the Series B Second Tranche Grant has commenced) shall vest in full upon the occurrence of the Constructive Terminationyour termination without Cause, accelerated to one hundred percent (100%) vesting in the event Constructive Termination your termination without Cause occurs within thirty (30) days prior to or one One hundred eighty (180) days following a Corporate Transaction (as defined below); (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Constructive Terminationtermination without Cause; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A.409A. This Amendment sets forth the entire amendment and modification to the Agreement intended by the parties. Further, this Amendment and the Agreement constitute the entire agreement and understanding of the parties relating to the subject matter contained therein. The amendments and modifications to the Agreement are specifically limited to the terms and conditions discussed herein. The remainder of the terms and conditions of the Agreement, as agreed to by the parties, remains in full force and effect. THIS AMENDMENT IS EXECUTED by the parties as of the date first written above. Proteon Therapeutics, Inc. (“Company”): /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx President & CEO Date: 6-22-09

Termination of Employment and Severance Benefits. By Reason of Constructive Termination, the second paragraph of such section is hereby deleted and replaced with the following: In the event of such termination, in addition to Final Compensation, you shall be entitled to the following: (i) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the date of termination, less applicable withholdings and deductions, paid in a lump sum as provided below (the “Severance Payment”); (ii) if you are participating in the Company’s group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company shall pay that portion of your COBRA premiums that the Company was paying prior to the effective date of termination for twelve (12) months following or for the continuation period for which Employee is eligible, whichever is shorter and in the event the continuation period is provided by state law and is less than twelve months, pay to you the premium payments it would have made for the remainder of the twelve (12) month period (the “COBRA Premiums”); (iii) fifty percent (50%) of any unvested stock options or unvested restricted shares held by you (excluding the Series B Second Tranche Grant, unless the date of such termination by reason of Constructive Termination occurs after either: (i) the closing date of the Series B Second Tranche, or (ii) the date the Board of Directors or Compensation Committee thereof has otherwise determined that the vesting under the Series B Second Tranche Grant has commenced) shall vest in full upon the occurrence of the Constructive Termination, accelerated to one hundred percent (100%) vesting in the event Constructive Termination occurs within thirty (30) days prior to or one hundred eighty (180) days following a Corporate Transaction (as defined below); (iv) at your request, the post-termination exercise grace period set forth in your stock option agreements shall be extended to provide for an exercise period of up to 180 days following the Constructive Termination; provided, however, that such post-termination exercise grace period shall not be extended beyond the period of time that would enable the stock option to remain exempt under IRS Regulation 409A.