Exhibit 10.1


 





 


 


 


 


 


 


 


 


Proteon
Therapeutics, Inc.


 


AMENDED
AND RESTATED 2014 EQUITY INCENTIVE PLAN


 


 


 


 


 


 


 


 


 


 


 


 






     


    





    

 





 





Table Of Contents


 









	1.    Purpose	1
	2.    Definitions	1
	3.    Term of the Plan	4
	4.    Stock Subject to the Plan	5
	5.    Administration	6
	6.    Authorization of Grants	6
	7.    Specific Terms of Awards	7
	8.    Adjustment Provisions	14
	9.    Change of Control	17
	10.    Settlement of Awards	18
	11.    Reservation of Stock	20
	12.    Limitation of Rights in Stock; No Special Service Rights	20
	13.    Unfunded Status of Plan	21
	14.    Nonexclusivity of the Plan	21
	15.    Termination and Amendment of the Plan	22
	16.    Notices and Other Communications	23
	17.    Governing Law	23


 


 






     


    





    

 


 


Proteon Therapeutics,
Inc.


 


Amended and Restated
2014 Equity Incentive Plan


 


1.       Purpose


 


This Plan is intended to provide
incentives that will attract, retain and motivate highly competent officers, directors, employees, consultants and advisors to
promote the success of the Company’s business and align employees’ interests with stockholders’ interests. The
Plan is intended to be an incentive stock option plan within the meaning of Section 422 of the Code, but not all Awards are required
to be Incentive Options. The Plan was first effective on August 21, 2014, and is being amended
as of the Restatement Effective Date to clarify that the number of shares of Stock to be taken into account for purposes of the
“evergreen” calculation in Section 4.1(a) of the Plan includes the number of shares of Stock issuable upon conversion
of the Convertible Securities.


 


2.       Definitions


 


As used in this Plan, the following terms shall have the respective
meanings set out below, unless the context clearly requires otherwise:


 


2.1.       Accelerate,
Accelerated, and Acceleration, means: (a) when used with respect to an Option or Stock Appreciation Right, that as
of the time of reference such Option or Stock Appreciation Right will become exercisable with respect to some or all of the shares
of Stock for which it was not then otherwise exercisable by its terms; (b) when used with respect to Restricted Stock or Restricted
Stock Units, that the Risk of Forfeiture otherwise applicable to such Restricted Stock or Restricted Stock Units shall expire with
respect to some or all of such shares of Restricted Stock or such Restricted Stock Units then still otherwise subject to the Risk
of Forfeiture; and (c) when used with respect to Performance Units, that the applicable Performance Goals or other business objectives
shall be deemed to have been met as to some or all of such Performance Units.


 


2.2.       Affiliate means
any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common
control with the Company.


 


2.3.       Award means
any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights, Performance Units, Restricted Stock, Restricted Stock
Units, Stock Grants or any of the foregoing intended to constitute Qualified Performance-Based Awards.


 


2.4.       Award Agreement
means an agreement between the Company and the recipient of an Award, or other notice of grant of an Award, setting forth the terms
and conditions of the Award.


 


2.5.       Board means
the Company’s Board of Directors.


 


2.6.       Change of Control
means the occurrence of any of the following after the date of the approval of the Plan by the Board:


 


(a) a Transaction (as defined in Section 8.4), unless securities possessing
more than 50% of the total combined voting power of the survivor’s or acquiror’s outstanding securities (or the securities
of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting
power of the Company’s outstanding securities immediately prior to that Transaction, or


 






     


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(b) any person or group of persons (within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended and in effect from time to time) that,
directly or indirectly, acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined
pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing
more than 50% of the total combined voting power of the Company’s outstanding securities unless pursuant to a tender or exchange
offer made directly to the Company’s stockholders that the Board recommends such stockholders accept, other than (i) the
Company or any of its Affiliates, (ii) an employee benefit plan of the Company or any of its Affiliates, (iii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, or (iv) an underwriter temporarily
holding securities pursuant to an offering of such securities, or


 


(c) over a period of thirty-six (36) consecutive months or less, there
is a change in the composition of the Board such that a majority of the Board members (rounded up to the next whole number, if
a fraction) ceases, by reason of one or more proxy contests for the election of Board members, to be composed of individuals who
either (i) have been Board members continuously since the beginning of that period, or (ii) have been elected or nominated
for election as Board members during such period by at least a majority of the Board members described in the preceding clause
(i) who were still in office at the time that election or nomination was approved by the Board; or


 


(d) a majority of the Board votes in favor of a decision that a Change
of Control has occurred, which vote may adopted by the Board with the intention that such vote become effective subject to and
contingent upon the occurrence of certain events, in which case such Change of Control shall not be deemed to have occurred unless
and until such vote becomes effective in accordance with its terms.


 


2.7.       Code means the
Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued from
time to time thereunder.


 


2.8.       Committee means
the Compensation Committee of the Board, which in general is responsible for the administration of the Plan, as provided in Section 5
of this Plan. For any period during which no such committee is in existence “Committee” shall mean the Board and all
authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board.


 


2.9.       Company means
Proteon Therapeutics, Inc., a corporation organized under the laws of the State of Delaware.


 


2.10.       Convertible Security
means any security that the Company may issue that is convertible into or exchangeable for Stock, including, but not limited to,
preferred stock or warrants.


 


2.11.       Effective Date
means August 21, 2014.


 






     


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2.12.        “Forfeiture,”
“forfeit,” and derivations thereof, when used in respect of Restricted Stock purchased by a Participant, includes
the Company’s repurchase of such Restricted Stock at less than its then Market Value as a means intended to effect a forfeiture
of value.


 


2.13.       Grant Date
means the date as of which an Option is granted, as determined under Section 7.1(a).


 


2.14.       Incentive Option
means an Option which by its terms is to be treated as an “incentive stock option” within the meaning of Section 422
of the Code.


 


2.15.       Market Value
means the value of a share of Stock on a particular date determined by such methods or procedures as may be established by the
Committee. Unless otherwise determined by the Committee, the Market Value of Stock as of any date is the closing price for the
Stock as reported on the New York Stock Exchange (or on any other national securities exchange on which the Stock is then listed)
for that date or, if no closing price is reported for that date, the closing price on the first following date for which a closing
price is reported. For purposes of Awards effective as of the effective date of the Company’s initial public offering, Market
Value of Stock shall be the price at which the Company’s Stock is offered to the public in its initial public offering.


 


2.16.       Nonstatutory Option
means any Option that is not an Incentive Option.


 


2.17.       Option means
an option to purchase shares of Stock.


 


2.18.       Optionee means
an eligible individual to whom an Option shall have been granted under the Plan.


 


2.19.       Participant
means any holder of an outstanding Award under the Plan.


 


2.20.       Performance Criteria
and Performance Goals have the meanings given such terms in Section 7.7(f).


 


2.21.       Performance Period
means the one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which
the attainment of one or more Performance Goals or other business objectives will be measured for purposes of determining a Participant’s
right to, and the payment of, an Award.


 


2.22.       Performance Unit
means a right granted to a Participant under Section 7.5, to receive cash, Stock or other Awards, the payment of which
is contingent on achieving Performance Goals or other business objectives established by the Committee.


 


2.23.       Plan means
this 2014 Equity Incentive Plan of the Company, as amended from time to time, and including any attachments or addenda hereto.


 


2.24.        Qualified Performance-Based
Awards means Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code.


 


2.25.       Restatement Effective
Date means July 31, 2017.


 






     


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2.26.       Restricted
Stock means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.


 


2.27.       Restricted
Stock Units means rights to receive shares of Stock at the close of a Restriction Period, subject to a Risk of Forfeiture.


 


2.28.       Restriction Period
means the period of time, established by the Committee in connection with an Award of Restricted Stock or Restricted Stock
Units, during which the shares of Restricted Stock or Restricted Stock Units are subject to a Risk of Forfeiture described in the
applicable Award Agreement.


 


2.29.       Risk of Forfeiture
means a limitation on the right of the Participant to retain Restricted Stock or Restricted Stock Units, including a right of the
Company to reacquire shares of Restricted Stock at less than their then Market Value, arising because of the occurrence or non-occurrence
of specified events or conditions.


 


2.30.       Stock means
common stock, par value $0.001 per share, of the Company, and such other securities as may be substituted for such common stock
pursuant to Section 8.


 


2.31.       Stock
Appreciation Right means a right to receive any excess in the Market Value of shares of Stock (except as otherwise provided
in Section 7.2(c)) over a specified exercise price.


 


2.32.       Stock Grant
means the grant of shares of Stock not subject to restrictions or other forfeiture conditions.


 


2.33.       Stockholders’
Agreement means any agreement by and among the holders of at least a majority of the outstanding voting securities of the Company
and setting forth, among other provisions, restrictions upon the transfer of shares of Stock or on the exercise of rights appurtenant
thereto (including but not limited to voting rights).


 


2.34.       Ten Percent Owner
means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations of the Company,
as defined in Sections 424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent Owner shall be determined
with respect to an Option based on the facts existing immediately prior to the Grant Date of the Option.


 


3.       Term of the Plan


 


Unless the Plan shall have been earlier terminated by the Board,
Awards may be granted under this Plan at any time in the period commencing on the date of approval of the Plan by the Board and
ending immediately prior to the tenth anniversary of the earlier of the adoption of the Plan by the Board and approval of the Plan
by the Company’s stockholders. Awards granted pursuant to the Plan within that period shall not expire solely by reason of
the termination of the Plan. Awards of Incentive Options granted prior to stockholder approval of the Plan are expressly conditioned
upon such approval, but in the event of the failure of the stockholders to approve the Plan shall thereafter and for all purposes
be deemed to constitute Nonstatutory Options.


 






     


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4.       Stock Subject to the Plan


 


4.1.       Plan Share Limitations.


 


(a)       Limitation.
At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including
pursuant to Incentive Options), nor the number of shares of Stock issued pursuant to Incentive Options, exceed 704,000 shares of
Stock provided, however, that beginning on January 1, 2015, the number of shares of Stock authorized under this Section 4.1(a)
of the Plan will be increased each January 1 by an amount equal to four percent (4%) of outstanding Stock, as of the end of the
immediately preceding fiscal year. Notwithstanding the foregoing, the Board may act prior to January 1 of a given year to provide
that there will be no such January 1 increase in the number of shares of Stock authorized under this Section 4.1(a) of the Plan
for such year or that the increase in the number of shares of Stock authorized under this Section 4.1(a) of the Plan for such year
will be a lesser number than would otherwise occur pursuant to the preceding sentence. Notwithstanding the preceding sentences,
in no event shall the number of shares available for issuance pursuant to Incentive Options exceed 14,080,000 shares of Stock.
For purposes of this Section 4.1(a), “Stock” shall be deemed to include the number of shares of Stock that may be issued
upon conversion of any outstanding Convertible Securities at each January 1.


 


(b)       Application.
For purposes of applying the foregoing limitation of Section 4.1(a), (i) if any Option or Stock Appreciation Right expires, terminates,
or is cancelled for any reason without having been exercised in full, or if any other Award is forfeited, the shares of Stock not
purchased by the holder or which are forfeited, as the case may be, shall again be available for Awards to be granted under the
Plan, (ii) if any Option is exercised by delivering previously owned shares of Stock in payment of the exercise price therefor,
only the net number of shares, that is, the number of shares of Stock issued minus the number received by the Company in payment
of the exercise price, shall be considered to have been issued pursuant to an Award granted under the Plan, and (iii) any shares
of Stock either delivered to or withheld by the Company in satisfaction of tax withholding obligations of the Company or an Affiliate
with respect to an Award shall again be available for Awards to be granted under the Plan. In addition,
settlement of any Award shall not count against the foregoing limitations except to the extent settled in the form of Stock.
Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in
its treasury.


 


4.2.       Per Person Limitations.
The maximum number of shares of Stock that may be subject to Options or Stock Appreciation Rights or any combination thereof granted
to any one Participant during any single calendar year shall be 1,408,000. The maximum number of shares of Stock that may be subject
to all other Awards or any combination thereof granted to any one Participant during any single calendar year that are intended
to be Qualified Performance-Based Awards shall be 1,408,000. The maximum value of awards denominated in cash granted to any one
person during any single calendar year and that are intended to be Qualified Performance-Based Awards shall be $30,000,000.
Each of the foregoing limitations shall be doubled with respect to awards granted to an individual during the first calendar
year in which he or she commences employment. The per Participant limits described in this Section 4.2 shall be construed and applied
consistent with Section 162(m) of the Code.


 


4.3.       Adjustment of Limitations.
Each of the share limitations of this Section 4 shall be subject to adjustment pursuant to Section 8 of the Plan, but in the
case of the limitations of Section 4.2, only if and to the extent consistent with Section 162(m) of the Code.


 






     


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5.       Administration


 


The Plan shall be administered by
the Committee; provided, however, that at any time and on any one or more occasions the Board may itself exercise any of
the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the provisions
of the Plan pertaining to the Committee’s exercise of its authorities hereunder; and provided further, however, that
the Committee may delegate to an executive officer or officers the authority to grant Awards hereunder to employees who are not
officers, and to consultants, up to such maximum number and in accordance with such other guidelines as the Committee shall specify
by resolution at any time or from time to time. Any such delegation may not include the authority to grant Restricted Stock, unless
the delegate is a committee of the Board, including a committee consisting solely of an executive officer who is a Board
member. Subject to the provisions of the Plan, the Committee shall have complete authority, in
its discretion, to make or to select the manner of making all determinations with respect to each Award to be granted by the Company
under the Plan including the officer, employee, consultant, advisor or director to receive the Award and the form of Award. In
making such determinations, the Committee may take into account the nature of the services rendered by the respective officers,
employees, consultants, advisors and directors, their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan,
the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating
to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical), and to make all
other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations made in good
faith on matters referred to in the Plan shall be final, binding and conclusive on all participants, beneficiaries, heirs, assigns
or other persons having or claiming any interest under the Plan or an Award made pursuant hereto.


 


6.       Authorization of Grants


 


6.1.       Eligibility.
The Committee may grant from time to time and at any time prior to the termination of the Plan one or more Awards, either alone
or in combination with any other Awards, to any officer or employee of or consultant or advisor to one or more of the Company and
its Affiliates or to any non-employee member of the Board or of any board of directors (or similar governing authority) of any
Affiliate. However, only employees of the Company, and of any parent or subsidiary corporations of the Company, as defined in Sections 424(e)
and (f), respectively, of the Code, shall be eligible for the grant of an Incentive Option.


 


6.2.       General Terms of
Awards. Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but not limited
to any specific terms and conditions applicable to that type of Award set out in the following Section), and such other terms and
conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe. No prospective Participant shall have
any rights with respect to an Award, unless and until such Participant shall have complied with the applicable terms and conditions
of such Award (including if applicable delivering a fully executed copy of any agreement evidencing an Award to the Company).


 


6.3.       Effect
of Termination of Employment, Etc. Unless the Committee shall provide otherwise with respect to any Award (including,
but not limited to, in a Participant’s Award Agreement), if the Participant’s employment or other association with
the Company and its Affiliates ends for any reason, including because of the Participant’s employer ceasing to be an Affiliate,
(a) any outstanding Option or Stock Appreciation Right of the Participant shall cease to be exercisable in any respect not later
than ninety (90) days following that event and, for the period it remains exercisable following that event, shall be exercisable
only to the extent exercisable at the date of that event, and (b) any other outstanding Award of the Participant to the extent
that it is then still subject to Risk of Forfeiture shall be forfeited or otherwise subject to
return to or repurchase by the Company on the terms specified in the applicable Award Agreement. Cessation of the performance
of services in one capacity, for example, as an employee, shall not result in termination of an Award while the Participant continues
to perform services in another capacity, for example as a director. Military or sick leave or other bona fide leave shall not be
deemed a termination of employment or other association, provided that it does not exceed the longer of ninety (90) days
or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract.
To the extent consistent with applicable law, the Committee may provide that Awards continue to vest for some or all of the period
of any such leave, or that their vesting shall be tolled during any such leave and only recommence upon the Participant’s
return from leave, if ever.


 






     


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6.4.       Non-Transferability
of Awards. Except as otherwise provided in this Section 6.4, Awards shall not be transferable,
and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. The provisions of the immediately preceding sentence shall not be applicable
to Stock Grants which shall not be subject to any transfer restrictions under this Section 6.4. All
of a Participant’s rights in any Award may be exercised during the life of the Participant only by the Participant or the
Participant’s legal representative. However, the Committee may, at or after the grant of an Award of a Nonstatutory Option,
or shares of Restricted Stock, provide that such Award may be transferred by the recipient to a family member; provided, however,
that any such transfer is without payment of any consideration whatsoever and that no transfer shall be valid unless first approved
by the Committee, acting in its sole discretion. For this purpose, “family member” means any child, stepchild,
grandchild, parent, grandparent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee’s household
(other than a tenant or employee), a trust in which the foregoing persons have more than fifty (50) percent of the beneficial interests,
a foundation in which the foregoing persons (or the Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty (50) percent of the voting interests.


 


7.       Specific Terms of Awards


 


7.1.       Options.


 


(a)       Date of Grant.
The granting of an Option shall take place at the time specified in the Award Agreement.


 


(b)       Exercise Price.
The price at which shares of Stock may be acquired under each Incentive Option shall be not less than 100% of the Market Value
of Stock on the Grant Date, or not less than 110% of the Market Value of Stock on the Grant Date if the Optionee is a Ten Percent
Owner. The price at which shares of Stock may be acquired under each Nonstatutory Option shall not be so limited solely by reason
of this Section.


 






     


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(c)       Option Period.
No Incentive Option may be exercised on or after the tenth anniversary of the Grant Date, or on or after the fifth anniversary
of the Grant Date if the Optionee is a Ten Percent Owner. The Option period under each Nonstatutory Option shall not be so limited
solely by reason of this Section.


 


(d)       Exercisability.
An Option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the Committee
may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option
in whole or in part at any time; provided, however, that in the case of an Incentive Option, any such Acceleration of the
Option would not cause the Option to fail to comply with the provisions of Section 422 of the Code or the Optionee consents
to the Acceleration.


 


(e)       Method of Exercise.
An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 17, specifying the number
of shares of Stock with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the
form of cash or check payable to the order of the Company in an amount equal to the exercise price of the shares of Stock to be
purchased or, subject in each instance to the Committee’s approval, acting in its sole discretion, and to such conditions,
if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company,


 


(i) by delivery to the Company of shares of Stock having a Market
Value equal to the exercise price of the shares to be purchased, or


 


(ii) by surrender of the Option as to all or part of the shares
of Stock for which the Option is then exercisable in exchange for shares of Stock having an aggregate Market Value equal to the
difference between (1) the aggregate Market Value of the surrendered portion of the Option, and (2) the aggregate
exercise price under the Option for the surrendered portion of the Option, or


 


(iii) unless prohibited by applicable law, by delivery to the Company
of the Optionee’s executed promissory note in the principal amount equal to the exercise price of the shares of Stock to
be purchased and otherwise in such form as the Committee shall have approved.


If the Stock is traded on an established market, payment of any exercise
price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company
entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company
of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within
thirty (30) days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered
to the Optionee or his agent a certificate or certificates or shall cause the Stock to be held in book-entry position through the
direct registration system of the Company’s transfer agent for the number of shares then being purchased. Such shares of
Stock shall be fully paid and nonassessable.


 


(f)       Limit on Incentive
Option Characterization. An Incentive Option shall be considered to be an Incentive Option only to the extent that the number
of shares of Stock for which the Option first becomes exercisable in a calendar year do not have an aggregate Market Value (as
of the date of the grant of the Option) in excess of the “current limit”. The current limit for any Optionee for any
calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of the number of shares of Stock
available for purchase for the first time in the same year under each other Incentive Option previously granted to the Optionee
under the Plan, and under each other incentive stock option previously granted to the Optionee under any other incentive stock
option plan of the Company and its Affiliates, after December 31, 1986. Any shares of Stock which would cause the foregoing
limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise identical in its terms
to those of the Incentive Option.


 






     


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(g)       Notification of Disposition.
Each person exercising any Incentive Option granted under the Plan shall be deemed to have covenanted with the Company to report
to the Company any disposition of the shares of Stock issued upon such exercise prior to the expiration of the holding periods
specified by Section 422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition imposes
upon the Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure for
the Company an otherwise available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.


 


7.2.       Stock Appreciation
Rights.


 


(a)       Tandem
or Stand-Alone. Stock Appreciation Rights may be granted in tandem with an Option
(at or, in the case of a Nonstatutory Option, after, the award of the Option), or alone and unrelated to an Option. Stock Appreciation
Rights in tandem with an Option shall terminate to the extent that the related Option is exercised, and the related Option shall
terminate to the extent that the tandem Stock Appreciation Rights are exercised.


 


(b)       Exercise
Price. Stock Appreciation Rights shall have an exercise price of not less than one hundred percent (100%) of the Market Value
of the Stock on the date of award, or in the case of Stock Appreciation Rights in tandem with Options, the exercise price of the
related Option.


 


(c)       Other
Terms. Except as the Committee may deem inappropriate or inapplicable in the circumstances, Stock Appreciation Rights shall
be subject to terms and conditions substantially similar to those applicable to a Nonstatutory Option. In addition, a Stock
Appreciation Right related to an Option which can only be exercised during limited periods following a Change of Control may entitle
the Participant to receive an amount based upon the highest price paid or offered for Stock in any transaction relating to the
Change of Control or paid during the thirty (30) day period immediately preceding the occurrence of the Change of Control in any
transaction reported in the stock market in which the Stock is normally traded.


 


7.3.       Restricted Stock.


 


(a)       Purchase Price.
Shares of Restricted Stock shall be issued under the Plan for such consideration, if any, in cash, other property or services,
or any combination thereof, as is determined by the Committee.


 






     


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(b)       Issuance
of Stock. Each Participant receiving a Restricted Stock Award, subject to subsection (c) below, shall be issued a stock certificate
in respect of such shares of Restricted Stock or the shares shall be held in book-entry position through the direct registration
system of the Company’s transfer agent. If a certificate is issued, such certificate shall
be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring to the terms, conditions,
and restrictions applicable to such Award substantially in the following form:


 


The shares evidenced by this certificate are subject to the terms and conditions
of Proteon Therapeutics, Inc.’s 2014 Equity Incentive Plan and an Award Agreement entered into by the registered owner and
Proteon Therapeutics, Inc., copies of which will be furnished by the Company to the holder of the shares evidenced by this certificate
upon written request and without charge.


 


If the Stock is in book-entry position through the direct registration
system of the Company’s transfer agent, the restrictions will be appropriately noted.


 


(c)       Escrow of Shares.
The Committee may require that any stock certificates evidencing shares of Restricted Stock be held in custody by a designated
escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant
deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.


 


(d)       Restrictions and Restriction
Period. During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to limitations
on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of services, Company
or Affiliate performance or otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any such
Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis
as it deems appropriate.


 


(e)       Rights Pending Lapse
of Risk of Forfeiture or Forfeiture of Award. Except as otherwise provided in the Plan or the applicable Award Agreement, the
Participant shall have all of the rights of a stockholder of the Company with respect to any outstanding shares of Restricted Stock,
including the right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock (but any dividends
or other distributions payable in shares of Stock or other securities of the Company shall constitute additional Restricted Stock,
subject to the same Risk of Forfeiture as the shares of Restricted Stock in respect of which such shares of Stock or other securities
are paid). The Committee, as determined at the time of Award, may permit or require the payment of cash dividends to be deferred
and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares of Stock are available under
Section 4.


 


(f)       Lapse of Restrictions.
If and when the Restriction Period expires without a prior forfeiture, any certificates for such shares shall be delivered to the
Participant promptly if not theretofore so delivered.


 


7.4.       Restricted Stock
Units.


 


(a)       Character. Each
Restricted Stock Unit shall entitle the recipient to a share of Stock at a close of such Restriction Period as the Committee may
establish and subject to a Risk of Forfeiture arising on the basis of such conditions relating to the performance of services,
Company or Affiliate performance or otherwise as the Committee may determine and provide for in the applicable Award Agreement.
Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such
basis as it deems appropriate.


 






     


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(b)       Form and Timing of
Payment. Payment of earned Restricted Stock Units shall be made promptly following the close of the applicable Restriction
Period. At the discretion of the Committee, Participants may be entitled to receive payments equivalent to any dividends declared
with respect to Stock referenced in grants of Restricted Stock Units but only following the close of the applicable Restriction
Period and then only if the underlying Stock shall have been earned. Unless the Committee shall provide otherwise, any such dividend
equivalents shall be paid, if at all, without interest or other earnings.


 


7.5.       Performance Units.


 


(a)       Character.
Each Performance Unit shall entitle the recipient to the value of a specified number of shares of Stock, over the initial value
for such number of shares, if any, established by the Committee at the time of grant, at the close of a specified Performance Period
to the extent specified business objectives, including but not limited to Performance Goals, shall have been achieved.


 


(b)       Earning
of Performance Units. The Committee shall set Performance Goals or other business objectives in its discretion which, depending
on the extent to which they are met within the applicable Performance Period, will determine the number and value of Performance
Units that will be paid out to the Participant. After the applicable Performance Period has ended, the holder of Performance Units
shall be entitled to receive payout on the number and value of Performance Units earned by the Participant over the Performance
Period, to be determined as a function of the extent to which the corresponding Performance Goals or other business objectives
have been achieved.


 


(c)       Form
and Timing of Payment. Payment of earned Performance Units shall be made in a single lump sum following the close of the applicable
Performance Period. At the discretion of the Committee, Participants may be entitled to receive any dividends declared with respect
to Stock which have been earned in connection with grants of Performance Units which have been earned, but not yet distributed
to Participants. The Committee may permit or, if it so provides at grant require, a Participant to defer such Participant’s
receipt of the payment of cash or the delivery of Stock that would otherwise be due to such Participant by virtue of the satisfaction
of any requirements or goals with respect to Performance Units. If any such deferral election is required or permitted, the Committee
shall establish rules and procedures for such payment deferrals.


 


7.6.       Stock Grants.
Stock Grants shall be awarded solely in recognition of significant prior or expected contributions to the success of the Company
or its Affiliates, as an inducement to employment, in lieu of compensation otherwise already due and in such other limited circumstances
as the Committee deems appropriate. Stock Grants shall be made without forfeiture conditions of any kind.


 


7.7.       Qualified Performance-Based
Awards.


 


(a)       Purpose. The purpose
of this Section 7.7 is to provide the Committee the ability to qualify Awards as “performance-based compensation” under
Section 162(m) of the Code. If the Committee, in its discretion, decides to grant an Award as a Qualified Performance-Based Award,
the provisions of this Section 7.7 will control over any contrary provision contained in the Plan. In the course of granting any
Award, the Committee may specifically designate the Award as intended to qualify as a Qualified Performance-Based Award. However,
no Award shall be considered to have failed to qualify as a Qualified Performance-Based Award solely because the Award is not expressly
designated as a Qualified Performance-Based Award, if the Award otherwise satisfies the provisions of this Section 7.7 and the
requirements of Section 162(m) of the Code applicable to “performance-based compensation.”


 






     


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(b)       Authority. All
grants of Awards intended to qualify as Qualified Performance-Based Awards and the determination of the terms applicable thereto
shall be made by the Committee. If not all of the members thereof qualify as “outside directors” within the meaning
of Section 162 of the Code, however, all grants of Awards intended to qualify as Qualified Performance-Based Awards and the
determination of the terms applicable thereto shall be made by a subcommittee of the Committee consisting of such of the members
of the Committee as do so qualify. Any reference in this Section 7.7 to the Committee shall mean any such subcommittee if required
under the preceding sentence, and any action by such a subcommittee shall be considered the action of the Committee for purposes
of the Plan.


 


(c)       Discretion of Committee
with Respect to Qualified Performance-Based Awards. Any form of Award permitted under the Plan, other than a Stock Grant, may
be granted as a Qualified Performance-Based Award. Options and Stock Appreciation Rights may be granted as Qualified Performance-Based
Awards in accordance with Section 7.1 and 7.2, respectively, except that the exercise price of any Option or Stock Appreciation
Right intended to qualify as a Qualified Performance-Based Award shall in no event be less that the Market Value of the Stock on
the date of grant, and may become exercisable based on continued service, on satisfaction of Performance Goals or other business
objectives, or on a combination thereof. Each other Award intended to qualify as a Qualified Performance-Based Award, such as Restricted
Stock, Restricted Stock Units, or Performance Units, shall be subject to satisfaction of one or more Performance Goals except as
otherwise provided in this Section 7.7. The Committee will have full discretion to select the length of any applicable Restriction
Period or Performance Period, the kind and/or level of the applicable Performance Goal, and whether the Performance Goal is to
apply to the Company, a subsidiary of the Company or any division or business unit or to the individual. Any Performance Goal or
Goals applicable to Qualified Performance-Based Awards shall be objective, shall be established not later than ninety (90) days
after the beginning of any applicable Performance Period (or at such other date as may be required or permitted for “performance-based
compensation” under Section 162(m) of the Code) and shall otherwise meet the requirements of Section 162(m) of the Code,
including the requirement that the outcome of the Performance Goal or Goals be substantially uncertain (as defined for purposes
of Section 162(m) of the Code) at the time established.


 


(d)       Payment of Qualified
Performance-Based Awards. A Participant will be eligible to receive payment under a Qualified Performance-Based Award which
is subject to achievement of a Performance Goal or Goals only if the applicable Performance Goal or Goals are achieved within the
applicable Performance Period, as determined by the Committee, provided, that a Qualified Performance-Based Award may be
deemed earned as a result of death, becoming disabled, or in connection with a change of control (within the meaning of Section 162(m)
of the Code) if otherwise provided in the Plan or the applicable Award Agreement even if the Award would not constitute “performance-based
compensation” under Section 162(m) of the Code following the occurrence of such an event. In determining the actual size
of an individual Qualified Performance-Based Award, the Committee may reduce or eliminate the amount of the Qualified Performance-Based
Award earned for the Performance Period, if in its sole and absolute discretion, such reduction or elimination is appropriate.


 






     


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(e)       Limitation on Adjustments
for Certain Events. No adjustment of any Qualified Performance-Based Award pursuant to Section 8 shall be made except on such
basis, if any, as will not cause such Award to provide other than “performance-based compensation” within the meaning
of Section 162(m) of the Code.


 


(f)       Definitions. For
purposes of the Plan


 


(i)       Performance Criteria
means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for a
Participant for a Performance Period. The Performance Criteria used to establish Performance Goals are limited to: (i) net
earnings (either before or after one or more of (A) interest, (B) taxes, (C) depreciation and (D) amortization), (ii) gross
or net sales or revenue, (iii) net income (either before or after taxes), (iv) adjusted net income, (v) operating earnings
or profit, (vi) cash flow (including, but not limited to, operating cash flow and free cash flow, (vii) return on assets,
(viii) return on capital, (ix) return on stockholders’ equity, (x) total stockholder return, (xi) return
on sales, (xii) gross or net profit or operating margin, (xiii) costs, (xiv) expenses, (xv) working capital,
(xvi) earnings per share, (xvii) adjusted earnings per share, (xviii) price per share, (xix) regulatory body
approval for commercialization of a product, (xx) implementation, completion or attainment of objectives relating to research,
development, regulatory, commercial, or strategic milestones or developments; (xxi) market share, (xxii) economic value,
(xxiii) revenue, (xxiv) revenue growth and (xxv) operational and organizational metrics.


 


(ii)       Performance Goals
means, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based upon one
or more of the Performance Criteria. The Performance Goals may be expressed in terms of overall Company performance or the performance
of a division, business unit, subsidiary, or an individual, either individually, alternatively or in any combination, applied to
either the Company as a whole or to a business unit or Affiliate, either individually, alternatively or in any combination, and
measured either quarterly, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established
target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee. The Committee
will objectively define the manner of calculating the Performance Goal or Goals it selects to use for such Performance Period for
such Participant, including whether or to what extent there shall not be taken into account any of the following events that occurs
during a Performance Period: (i) asset write-downs, (ii) litigation, claims, judgments or settlements, (iii) the
effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals
for reorganization and restructuring programs and (v) any extraordinary, unusual, non-recurring or non-comparable items (A) as
described in Accounting Standard Codification Section 225-20, (B) as described in management’s discussion and analysis
of financial condition and results of operations appearing in the Company’s Annual Report to stockholders for the applicable
year, or (C) publicly announced by the Company in a press release or conference call relating to the Company’s results
of operations or financial condition for a completed quarterly or annual fiscal period.


 






     


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7.8.       Awards
to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan granted to
a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in order that the Award shall conform to laws, regulations,
procedures, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and
other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of
the Participant’s residence or employment abroad, shall be as comparable as practicable to the value of such an Award to
a Participant who is resident or primarily employed in the United States. The Committee may establish supplements or sub-plans
to, or amendments, restatements, or alternative versions of, the Plan for the purpose of granting and administrating any such modified
Award. No such modification, supplement, sub-plan, amendment, restatement or alternative version may increase the share limit of
Section 4.


 


8.       Adjustment Provisions


 


8.1.       Adjustment for Corporate
Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of October 3, 2014.
If subsequent to that date the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior
application of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities,
or if additional shares or new or different shares or other securities are distributed with respect to shares of Stock, as a result
of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution
with respect to such shares of Stock, an appropriate and proportionate adjustment will be made in (i) the maximum numbers
and kinds of shares provided in Section 4, (ii) the numbers and kinds of shares or other securities subject to the then outstanding
Awards, (iii) the exercise price for each share or other unit of any other securities subject to then outstanding Options
and Stock Appreciation Rights (without change in the aggregate purchase price as to which such Options or Rights remain exercisable),
and (iv) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase
right.


 


8.2.       Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In the event of any
corporate action not specifically covered by the preceding Section, including but not limited to an extraordinary cash distribution
on Stock, a corporate separation or other reorganization or liquidation, the Committee may make such adjustment of outstanding
Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances. The
Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in this Section) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan.


 


8.3.       Related Matters.
Any adjustment in Awards made pursuant to Section 8.1 or 8.2 shall be determined and made, if at all, by the Committee, acting
in its sole discretion, and shall include any correlative modification of terms, including of Option exercise prices, rates of
vesting or exercisability, Risks of Forfeiture, applicable repurchase prices for Restricted Stock, and Performance Goals and other
business objectives which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their
respective Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as
expressly contemplated in this Section 8. The Committee, in its discretion, may determine that no fraction of a share of Stock
shall be purchasable or deliverable upon exercise, and in that event if any adjustment hereunder of the number of shares of Stock
covered by an Award would cause such number to include a fraction of a share of Stock, such number of shares of Stock shall be
adjusted to the nearest smaller whole number of shares. No adjustment of an Option exercise price per share pursuant to Sections
8.1 or 8.2 shall result in an exercise price which is less than the par value of the Stock.


 






     


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8.4.       Transactions.


 


(a)       Definition of Transaction.
In this Section 8.4, “Transaction” means (1) any merger or consolidation of the Company with or into another
entity as a result of which the Stock of the Company is converted into or exchanged for the right to receive cash, securities or
other property or is cancelled, (2) any sale or exchange of all or substantially all of the outstanding Stock of the Company for
cash, securities or other property, (3) any sale, transfer, or other disposition of all or substantially all of the Company’s
assets to one or more other persons in a single transaction or series of related transactions or (4) any liquidation or dissolution
of the Company.


 


(b)       Treatment of Awards.
In a Transaction, the Committee may take any one or more of the following actions as to all or any (or any portion of) outstanding
Awards, subject to the provisions of Section 9 of this Plan.


 


(1)       Provide that any Awards
shall be assumed, or substantially equivalent rights shall be provided in substitution therefor, by the acquiring or succeeding
entity (or an affiliate thereof).


 


(2)       Upon written notice
to the holders, provide that all or any of the holders’ unexercised outstanding Options and Stock Appreciation Rights (collectively,
“Rights”) will terminate immediately prior to the consummation of such Transaction unless exercised within a
specified period following the date of such notice.


 


(3)       Provide that all or
any Awards that are subject to Risk of Forfeiture will terminate immediately prior to the consummation of such Transaction.


 


(4)       Provide that all or
any outstanding Rights shall Accelerate so as to become exercisable prior to or upon such Transaction with respect to some or all
of the shares of Stock for which any such Rights would not then otherwise be exercisable by their terms.


 


(5)       Provide that outstanding
all or any Awards that are subject to Risk of Forfeiture shall Accelerate so that the Risk of Forfeiture otherwise applicable to
such Awards shall expire prior to or upon such Transaction with respect to any such Awards that would then still otherwise be subject
to the Risk of Forfeiture.


 






     


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(6)       Provide for cash payments,
net of applicable tax withholdings, to be made to holders equal to the excess, if any, of (A) the acquisition price times the number
of shares of Stock subject to an Option (to the extent the exercise price does not exceed the acquisition price) over (B) the aggregate
exercise price for all such shares of Stock subject to the Option, in exchange for the termination of such Option; provided, that
if the acquisition price does not exceed the exercise price of any such Option, the Committee may cancel that Option without the
payment of any consideration therefore prior to or upon the Transaction. For purposes of this paragraph 6 and paragraph 7 below,
“acquisition price” means the amount of cash, and market value of any other consideration, received in payment
for a share of Stock surrendered in a Transaction but need not take into account any deferred consideration unless and until received.


 


(7)       Provide for cash payments,
net of applicable tax withholdings, to be made to holder or holders of all or any Awards (other than Options) equal to the acquisition
price times the number of shares of Stock subject to any such Awards, in exchange for the termination of any such Awards; provided,
that the Committee may cancel, pursuant to paragraph 3 above, any such Award that is subject to a Risk of Forfeiture at the time
of the consummation of such Transaction without the payment of any consideration therefor prior to or upon the Transaction.


 


(8)       Provide that, in connection
with a liquidation or dissolution of the Company, all or any Awards (other than Restricted Stock or Stock Grants) shall convert
into the right to receive liquidation proceeds net of the exercise price thereof and any applicable tax withholdings.


 


(9)       Any combination of
the foregoing.


 


In the event that the Committee determines in its discretion to take
the actions contemplated under paragraph (1) above of this Section 8.4(b) with respect to all or any Awards, the Committee shall
ensure that, upon consummation of the Transaction, any such Awards are assumed and/or exchanged or replaced with another similar
award issued by the acquiring or succeeding entity (or an affiliate thereof) and that, as a result of such assumption and/or exchange
or replacement, the holder of such assumed Award and/or such exchanged or replaced similar award has the right to purchase or receive
the value of, for each share of Stock subject to such Award immediately prior to the consummation of the Transaction, the consideration
(whether cash, securities or other property) received as a result of the Transaction by holders of Stock for each share of Stock
held immediately prior to the consummation of the Transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such
consideration received as a result of the Transaction is not solely common stock (or its equivalent) of the acquiring or succeeding
entity (or an affiliate thereof), the Committee may, with the consent of the acquiring or succeeding entity (or an affiliate thereof),
provide for the consideration to be received with respect to such assumed Award and/or such exchanged or replaced similar award
to consist of or be based solely on common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof)
equivalent in value to the per share consideration received by holders of outstanding shares of Stock as a result of the Transaction;
and provided, further, that if such Award is an Option, the holder of such Option must exercise the Option and make
payment of the applicable exercise price in connection therewith in order to receive such consideration.


 






     


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(c)       Treatment of Other
Awards. Upon the occurrence of a Transaction other than a liquidation or dissolution of the Company which is not part of another
form of Transaction, then, subject to the provisions of Section 9 below, with respect to all outstanding Awards (other than Options
and Share Appreciation Rights) that are not terminated prior to or upon such Transaction, the repurchase and other rights of the
Company under each such Award shall inure to the benefit of the Company’s successor and shall, unless the Committee determines
otherwise, apply to the cash, securities or other property which the Stock was converted into or exchanged for pursuant to such
Transaction in the same manner and to the same extent as they applied to the Award.


 


(d)       Related Matters.
In taking any of the actions permitted under this Section 8.4, the Committee shall not be obligated to treat all Awards, all
Awards held by a Participant, or all Awards of the same type, identically. Any determinations required
to carry out the foregoing provisions of this Section 8.4, including but not limited to the market value of other consideration
received by holders of Stock in a Transaction and whether substantially equivalent Rights have been substituted, shall be made
by the Committee acting in its sole discretion. In connection with any action or actions taken by the Committee in respect
of Awards and in connection with a Transaction, the Committee may require such acknowledgements of satisfaction and releases from
Participants as it may determine.


 


9.       Change of Control


 


Except as otherwise provided below, upon the occurrence of a Change
of Control, to the extent that the surviving entity declines to continue, convert, assume or replace outstanding Awards, then,
notwithstanding anything express or implied to the contrary in Section 8.4 above:


 


(a)       any
and all Options and Stock Appreciation Rights not already exercisable in full shall Accelerate with respect to 100% of the shares
for which such Options or Stock Appreciation Rights are not then exercisable;


 


(b)       any
Risk of Forfeiture applicable to Restricted Stock and Restricted Stock Units which is not based on achievement of Performance Goals
or other business objectives shall lapse with respect to 100% of the Restricted Stock and Restricted Stock Units still subject
to such Risk of Forfeiture immediately prior to the Change of Control; and


 


(c)       all
outstanding Awards of Restricted Stock and Restricted Stock Units conditioned on the achievement of Performance Goals or other
business objectives and the payouts attainable under outstanding Performance Units shall be deemed to have been satisfied as of
the effective date of the Change of Control, except if and to the extent otherwise determined by the Committee in its sole discretion
at any time prior to, or upon, such Change of Control.


 


All such Awards of Performance Units and Restricted Stock Units shall
be paid to the extent earned to Participants in accordance with their terms within thirty (30) days following the effective date
of the Change of Control. None of the foregoing shall apply, however, (i) in the case of any Award pursuant to an Award Agreement
requiring other or additional terms upon a Change of Control (or similar event), (ii) if specifically prohibited under applicable
laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, or (iii) as otherwise
provided in Section 7.7, concerning Qualified Performance-Based Awards.


 






     


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10.       Settlement of Awards


 


10.1.       In
General. Options and Restricted Stock shall be settled in accordance with their terms. All other Awards may be settled in cash,
Stock, or other Awards, or a combination thereof, as determined by the Committee at or after grant and subject to any contrary
Award Agreement. The Committee may not require settlement of any Award in Stock pursuant to the immediately preceding sentence
to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason of any other provision of the Plan.


 


10.2.       Violation of Law.
Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of
the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company may delay
such issuance until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange
Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute
a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions
shall have been satisfied:


 


(a)       the shares of Stock are
at the time of the issue of such shares effectively registered under the Securities Act of 1933, as amended; or


 


(b)       the Company shall have
determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company)
that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares does not require registration under
the Securities Act of 1933, as amended or any applicable State securities laws.


Furthermore, the inability of the Company to obtain or maintain, or
the impracticability of it obtaining or maintaining, authority from any governmental agency having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance of any Stock hereunder, shall relieve the Company
of any liability in respect of the failure to issue such Stock as to which such requisite authority shall not have been obtained,
and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such Stock, with
or without consideration to the affected Participants.


 


10.3.       Corporate Restrictions
on Rights in Stock. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon
the transfer thereof which may be now or hereafter imposed by the charter, certificate or articles, and by-laws, of the Company.
Whenever Stock is to be issued pursuant to an Award, if the Committee so directs at or after grant, the Company shall be under
no obligation to issue such shares until such time, if ever, as the recipient of the Award (and any person who exercises any Option,
in whole or in part), shall have become a party to and bound by the Stockholders’ Agreement, if any.


 


10.4.       Investment Representations.
The Company shall be under no obligation to issue any shares of Stock covered by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been effectively registered under the Securities Act of 1933, as amended, or the Participant
shall have made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company
may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration
requirements of that Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and
regulations of any jurisdiction in which Participants may reside or primarily work, including but not limited to that the Participant
is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale in connection
with, the distribution of any such shares.


 






     


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10.5.       Registration.
If the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as amended, or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such shares of
Stock for exemption from the Securities Act of 1933, as amended or other applicable statutes, then the Company shall take such
action at its own expense. The Company may require from each recipient of an Award, or each holder of shares of Stock acquired
pursuant to the Plan, such information in writing for use in any registration statement, prospectus, preliminary prospectus or
offering circular as is reasonably necessary for that purpose and may require reasonable indemnity to the Company and its officers
and directors from that holder against all losses, claims, damage and liabilities arising from use of the information so furnished
and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they
were made. In addition, the Company may require of any such person that he or she agree that, without the prior written consent
of the Company or the managing underwriter in any public offering of shares of Stock, he or she will not sell, make any short sale
of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of Stock during
the 180 day period commencing on the effective date of the registration statement relating to the underwritten public offering
of securities (or during such shorter or longer period of time as the Committee shall determine in its sole discretion, which period
of time shall commence from and after such effective date of such registration statement). Without limiting the generality of the
foregoing provisions of this Section 10.5, if in connection with any underwritten public offering of securities of the Company
the managing underwriter of such offering requires that the Company’s directors and officers enter into a lock-up agreement
containing provisions that are more restrictive than the provisions set forth in the preceding sentence, then (a) each holder of
shares of Stock acquired pursuant to the Plan (regardless of whether such person has complied or complies with the provisions of
clause (b) below) shall be bound by, and shall be deemed to have agreed to, the same lock-up terms as those to which the Company’s
directors and officers are required to adhere; and (b) at the request of the Company or such managing underwriter, each such person
shall execute and deliver a lock-up agreement in form and substance equivalent to that which is required to be executed by the
Company’s directors and officers.


 


10.6.       Placement of Legends;
Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to the investment
representations made in accordance with Section 10.4 in addition to any other applicable restrictions under the Plan, and
the terms of the Award and under the Stockholders’ Agreement and, if applicable, to the fact that no registration statement
has been filed with the Securities and Exchange Commission in respect to such shares of Stock. All shares of Stock or other securities
issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable
federal or state securities law, and the Committee may cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions, or, if the Stock will be held in book-entry position through the direct registration
system of the Company’s transfer agent, the restrictions will be appropriately noted.


 






     


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10.7.       Tax Withholding.
Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan,
the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state,
local, foreign or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure
for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates, held
in book-entry position through the direct registration system of the Company’s transfer agent, for such shares. The obligations
of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to
the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to a Participant
or to utilize any other withholding method prescribed by the Committee from time to time. However, in such cases Participants
may elect, subject to the approval of the Committee, acting in its sole discretion, to satisfy an applicable withholding requirement,
in whole or in part, by having the Company withhold shares of Stock to satisfy their tax obligations. All elections shall be irrevocable,
made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee deems appropriate.
If shares of Stock are withheld to satisfy an applicable withholding requirement, the shares of Stock withheld shall have a Market
Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction,
provided, however, if shares of Stock are withheld to satisfy a withholding requirement imposed by a country other
than the United States, the amount withheld may exceed such minimum, provided that it is not in excess of the actual amount required
to be withheld with respect to the Participant under applicable tax law or regulations.


 


10.8.       Company Charter
and By-Laws; Other Company Policies. This Plan and all Awards granted hereunder are subject to the charter and By-Laws of the
Company, as they may be amended from time to time, and all other Company policies duly adopted by the Board, the Committee or any
other committee of the Board and as in effect from time to time regarding the acquisition, ownership or sale of Stock by officers,
employees, directors, consultants, advisors and other service providers, including, without limitation, policies intended to limit
the potential for insider trading and to avoid or recover compensation payable or paid on the basis of inaccurate financial results
or statements, employee conduct, and other similar events.


 


11.       Reservation of Stock


 


The Company shall at all times during the term of the Plan and any
outstanding Awards granted hereunder reserve or otherwise keep available such number of shares of Stock as will be sufficient to
satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay all fees and expenses necessarily incurred
by the Company in connection therewith.


 


12.       Limitation of Rights
in Stock; No Special Service Rights


 


A Participant shall not be deemed for any purpose to be a stockholder
of the Company with respect to any of the shares of Stock subject to an Award, unless and until a certificate shall have been issued
therefor and delivered to the Participant or his agent, or the Stock shall be issued through the direct registration system of
the Company’s transfer agent. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the certificate or articles of incorporation and the by-laws
of the Company. Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with
respect to the continuation of his or her employment or other association with the Company (or any Affiliate), or interfere in
any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment or consulting agreement
or provision of law or corporate articles or by-laws to the contrary, at any time to terminate such employment or consulting agreement
or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other association
with the Company and its Affiliates.


 






     


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13.       Unfunded Status of Plan


 


The Plan is intended to constitute an “unfunded” plan
for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended. With respect to any payments not yet made to a Participant by the Company, nothing contained
herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole
discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the
Plan to deliver Stock or payments with respect to Awards hereunder, provided, however, that the existence of such trusts
or other arrangements is consistent with the unfunded status of the Plan.


 


14.       Nonexclusivity of the
Plan


 


Neither the adoption of the Plan by the Board nor any action taken
in connection with the adoption or operation of the Plan shall be construed as creating any limitations on the power of the Board
to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options
and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases.


 


15.       No Guarantee of Tax Consequences


 


It is intended that all Awards shall be granted and maintained on
a basis which ensures they are exempt from, or otherwise compliant with, the requirements of Section 409A of the Code, pertaining
non-qualified plans of deferred compensation, and the Plan shall be governed, interpreted and enforced consistent with such intent.
However, neither the Company nor any Affiliate, nor any director, officer, agent, representative or employee of either, guarantees
to the Participant or any other person any particular tax consequences as a result of the grant of, exercise of rights under, or
payment in respect of an Award, including but not limited to that an Option granted as an Incentive Option has or will qualify
as an “incentive stock option” within the meaning of Section 422 of the Code or that the provisions and penalties of
Section 409A of the Code will or will not apply and no person shall have any liability to a Participant or any other party if a
payment under an Award that is intended to benefit from favorable tax treatment or avoid adverse tax treatment fails to realize
such intention or for any action taken by the Board or the Committee with respect to the Award.


 






     


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16.       Termination and Amendment
of the Plan


 


16.1.       Termination or
Amendment of the Plan. Subject to the limitations contained in Section 16.3 below, including specifically the requirement of
stockholder approval, if applicable, the Board may at any time suspend or terminate the Plan or
make such modifications of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of
the Plan shall affect the terms of any Award outstanding on the date of such amendment.


 


16.2.       Termination or
Amendment of Outstanding Awards; Assumptions. Subject to the limitations contained in Section 16.3 below, including specifically
the requirement of stockholder approval, if applicable, the Committee may at any time:


 


(a) amend the terms of any Award theretofore granted, prospectively
or retroactively, provided that the Award as amended is consistent with the terms of the Plan;


 


(b) within the limitations of the Plan, modify, extend or assume outstanding
Awards or accept the cancellation of outstanding Awards or of outstanding stock options or other equity-based compensation awards
granted by another issuer in return for the grant of new Awards for the same or a different number of shares of Stock and on the
same or different terms and conditions (including but not limited to the exercise price of any Option); and


 


(c) offer to buy out for a payment in cash or cash equivalents an Award
previously granted or authorize the recipient of an Award to elect to cash out an Award previously granted, in either case at such
time and based upon such terms and conditions as the Committee shall establish.


 


16.3.       Limitations on
Amendments, Etc.


 


(a)       Without the approval of
the Company’s stockholders, no amendment or modification of the Plan by the Board may (i) increase the number of shares of
Stock which may be issued under the Plan, (ii) change the description of the persons eligible for Awards, or (iii) effect any other
change for which stockholder approval is required by law or the rules of any relevant stock exchange.


 


(b)       No action by the Board
or the Committee pursuant to this Section 16 shall impair the rights of the recipient of any Award outstanding on the date of such
amendment or modification of such Award, as the case may be, without the Participant’s consent; provided, however,
that no such consent shall be required (A) in the case of any amendment or termination of any outstanding Award that is permitted
by any provision of this Plan that is set forth in Section 16.4 below, Section 8, Section 9 or in any other section of this Plan
that is not Section 16.2 or (B) if the Board or Committee, as the case may be, (i)  determines in its sole discretion and
prior to the date of any Change of Control that such amendment or alteration either is required or advisable in order for the Company,
the Plan or the Award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the
Code, or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, (ii) determines
in its sole discretion and prior to the date of any Change of Control that such amendment or alteration is not reasonably likely
to significantly diminish the benefits provided under the Award, or that any such diminution has been adequately compensated, or
(iii) reasonably determines on or after the date of Change of Control that such amendment or alteration either is required or advisable
in order for the Company, the Plan or the Award to satisfy any law or regulation, including without limitation the provisions of
Section 409A of the Code.


 






     


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16.4       Option Repricing.
Notwithstanding anything in Section 16.3 express or implied to the contrary, the Committee is expressly authorized to amend
any or all outstanding Options at any time and from time to time to effect a repricing thereof by lowering the exercise price
applicable to the shares of Stock subject to such Option or Options without the consent or approval of the stockholders of the
Company or the holder or holders of such Option or Options, and, in connection with such repricing, to amend or modify any of
the other terms of the Option or Options so repriced, including, without limitation, for purposes of reducing the number of shares
subject to such Option or Options or for purposes of adversely affecting the provisions applicable to such Option or Options that
relate to the vesting or exercisability thereof, in each case without the approval or consent of stockholders of the Company or
the holder or holders of such Option or Options.


 


17.       Notices and Other Communications


 


Any communication or notice required or permitted to be given under
the Plan shall be in such form as the Committee may determine from time to time. If a notice, demand, request or other communication
is required or permitted to be given in writing, then any such notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered,
certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed
or telecopied, as the case may be, (i) if to the recipient of an Award, at his or her residence address last filed with the Company
and (ii) if to the Company, at its principal place of business, addressed to the attention of its Treasurer, or to such other address
or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor. All such notices, requests,
demands and other communications shall be deemed to have been received: (i) in the case of personal delivery, on the date
of such delivery; (ii) in the case of mailing, when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.


 


18.       Governing Law


 


The Plan and all Award Agreements and actions taken hereunder and
thereunder shall be governed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts, without
regard to the conflict of laws principles thereof.


 


[End of document.]