Good Reason

Good Reason. Shall be deemed to exist upon (a) any material reduction in the annual base compensation payable to the Executive (but exclusive of any Target Cash Bonus, annual equity award or other similar cash bonus or equity plans for this purpose); (b) the relocation of the place of business at which the Executive is principally located to a location that is greater than thirty (30) miles from its current location; (c) the failure of the Company to comply with a material term of this Agreement; (d) a... material reduction in the Executive's level of responsibility to that which is not consistent with the position held by the Executive, as defined in Section 2 herein, so long as notice of the Good Reason condition is given within thirty (30) days of the condition's initial existence, the Company is given thirty (30) days to remedy the condition, and the termination from employment occurs within ninety (90) days following the initial existence of one or more Good Reason conditions; (e) the Company's shares cease to be publicly traded at a time when Chiesi Farmaceutici SpA and its affiliates do not own at least fifty (50%) percent of the outstanding shares of the Company; or (f) the Company's shares are delisted from or by Nasdaq at a time when Chiesi Farmaceutici SpA and its affiliates do not own at least fifty (50%) percent of the outstanding shares of the Company. By way of clarification, neither (I) any change in ownership of the outstanding capital stock of the Company that results from the acquisition of shares by Chiesi Farmaceutici SpA or any of its affiliates, including but not limited to, the fact that the Company is no longer registered pursuant to Section 12 of the Securities Act of 1933, as amended, nor (II) the Company's action to seek suspension of its reporting obligations under Section 15(d) of the Exchange Act (i.e., "going dark"), shall of itself constitute a "Good Reason" within the context of this Agreement. View More

Good Reason. Refers to the existence or occurrence of the following, provided in each case that your resignation occurs within thirty (30) days after the original occurrence of such event: (i) a change in your position with the Company or a successor entity that materially reduces your position, title, duties and responsibilities or Austin, Gene - President the level of management to which you report; (ii) a material reduction in your total compensation and benefits package (including base salary, fringe... benefits and target bonus under any corporate-performance based bonus or incentive programs as established from time to time) (provided, that, for the avoidance of doubt, the Time-Based Option and the Performance-Based Option shall not be deemed compensation or benefits for purposes of this definition); or (iii) a relocation of your place of employment by more than fifty (50) miles from the Company's current offices in Austin, Texas; provided, however, an event described in clauses (i), (ii) or (iii) of this paragraph shall give rise to Good Reason if and only if such change, reduction or relocation is effected without your consent. View More

Good Reason. The Employing Entity (i) reducing the Executive's position, duties, or authority; (ii) failing to secure the agreement of any successor entity to the Company that the Executive shall continue in his position without reduction in position, duties or authority; or (iii) relocating the Executive's principal work location beyond a 50 mile radius of his work location as of the date immediately preceding the date of a Change in Control; provided that no event or condition shall constitute Good Reason... unless (A) the Executive gives the Employing Entity written notice specifying his objection to such event or condition within 90 days following the occurrence of such event or condition, (B) such event or condition is not corrected, in all material respects, by the Employing Entity in a manner that is reasonably satisfactory to the Executive within 30 days following the Employing Entity's receipt of such notice and (C) the Executive resigns from his employment with the Employing Entity not more than 30 days following the expiration of the 30-day period described in the foregoing clause (B). View More

Good Reason. The occurrence of one of the following arising on or after the date such Executive commences participation in this Agreement, as determined in a manner consistent with Treasury Regulation Section 1.409A-1(n)(2)(ii): (i) any material diminution, without the Executive's written consent, in the Executive's working conditions consisting of (A) a material reduction in the Executive's duties and responsibilities, (B) a material change in the Executive's title, or (C) a relocation of the Executive's... place of work further than forty (40) miles from Waltham, Massachusetts. To be able to terminate her employment with the Company for Good Reason, the Executive must provide notice to the Company of the existence of any of the conditions set forth in the immediately preceding sentence within 90 days of the initial existence of such condition(s), and the Company must fail 2 to remedy such condition(s) within 30 days of such notice. In no event shall the Date of Termination in connection with Good Reason occur any later than one year following the initial existence of the condition(s) constituting Good Reason hereunder. View More

Good Reason. The occurrence of one or more of the following, without Executive's consent: (i) a material diminution by the Company of Executive's authority, duties or responsibilities; (ii) a material change in the geographic location at which Executive must perform services under this Agreement (which, for purposes of this Agreement, means relocation of the offices of the Company at which Executive is principally employed to a location more than 10 miles from the location of such offices immediately prior... to the relocation, provided that such new location is also 50 miles or more from Executive's principal residence on the date of this Agreement); (iii) a material diminution in Executive's Base Salary (other than an overall Company reduction of compensation affecting all other senior level executives of the Company, pari passu); (iv) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Executive is required to report; or (v) any action or inaction that constitutes a material breach by the Company of this Agreement; provided that within 90 days following the first occurrence of any such event or condition, Executive shall have given written notice of termination to the Company in accordance with Section 4 and the Company shall not have fully corrected the event or condition within 30 days after such notice of termination is given. Termination of Executive's employment by the Company for Cause, by Executive other than for Resignation for Good Reason or as a result of Executive's death or Disability shall not be deemed to constitute or result in Resignation for Good Reason. View More

Good Reason. (i) a substantial adverse change of the Grantee's job description or duties causing them to be of materially less stature or responsibility without the Grantee's consent, or (ii) requiring the Grantee to relocate, without his or her consent, out of the metropolitan area in which the Grantee is located as of the date of this agreement.

Good Reason. Employee's voluntary termination, within thirty (30) days following the expiration of any Company cure period (discussed below) following, without Employee's consent: (i) any material diminution in Employee's position, title or responsibilities; (ii) any material diminution in Employee's then-current annual base salary or bonus potential; or (iii) any required relocation of Employee's primary work location by more than 35 miles. Employee may not resign for Good Reason without first providing... the Company with written notice within ninety (90) days of the initial existence of the condition that Employee believes constitutes "Good Reason" specifically identifying the acts or omissions constituting the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date of such notice. View More

Good Reason. Means, without the Executive's express written consent, the occurrence of any of the following events after a Change in Control: (1) either (i) a reduction in any material respect in the Executive's position(s), duties or responsibilities with the Company, as in effect during the 90-day period immediately prior to such Change in Control, or (ii) an adverse material change in the Executive's reporting responsibilities, titles or offices with the Company as in effect immediately prior to the such... Change in Control; (2) a reduction of 20 percent (20%) or more in the Executive's rate of annual base salary as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; (3) any requirement of the Company that the Executive be based more than 50 miles from the facility where the Executive is based immediately prior to such Change in Control; (4) the failure of the Company to provide the Executive with target bonus opportunities and employee benefits (excluding equity-based compensation, equity-based benefits and nonqualified deferred compensation) that are substantially comparable in the aggregate to the target bonus opportunities and employee benefits provided to the Executive by the Company and its Affiliates immediately prior to such Change in Control; or (5) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 10(b) or any other material breach of this Agreement or the Employment Agreement; provided, however, that (x) the Executive provides written notice to the Company of the occurrence of any of the events set forth in clauses (1) – (5) of this definition within 90 days after the Executive has knowledge of the circumstances constituting such event; (y) the Company fails to correct the circumstances resulting in any of the events set forth in clauses (1) – (5) within 30 days after such notice; and (z) the Executive resigns within six months after the initial existence of such circumstances. For purposes of this Agreement, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company or any of its Affiliates promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason. View More

Good Reason. The occurrence of all of the events listed in either (i) or (ii) below: (i) (A) the Company materially breaches either the letter or the good faith spirit of this Agreement.

Good Reason. Has the meaning given to it in the Grantee's governing employment agreement, if any. If the Grantee's governing employment agreement does not include such a definition, or if the Grantee is not subject to an employment agreement, then Good Reason shall mean (i) material diminution in Grantee's base salary; (ii) material diminution in Grantee's authority, duties or responsibilities (or the authority, duties or responsibilities of the person to whom the Grantee reports); (iii) requirement that... the Grantee report to a corporate officer or employee instead of reporting to the Company's Board of Directors, if applicable; (iv) material diminution in the budget over which the Grantee retains authority; (v) material change in the geographic location at which Grantee must perform services; or (vi) action or inaction by the Company that constitutes a material breach of the Grantee's employment agreement, if any; provided, in any case, that the Grantee provides notice to the Company of the existence of the condition constituting Good Reason within 90 days after the initial existence of such condition and the Company fails to remedy such condition within 30 days after the receipt of such notice from the Grantee. View More