Buy-Out Transaction. If there is a “Buy Out Transaction,” which for purposes of this Agreement shall mean (i) any transaction or series of transactions is consummated whereby Chiesi Farmaceutici S.p.A. or any of its affiliates (collectively, “Chiesi”) acquires all or substantially all of the outstanding capital stock of the Company (regardless of whether such transaction or series of transactions constitutes a Business Combination) or (ii) a Business Combination that would constitute a Change in Control Event and that the Board, or the Compensation Committee thereof, determines in its discretion will be treated for purposes of this Agreement as a Buy Out Transaction and so notifies the Recipient, then any Restricted Shares that remain unvested at the time of the consummation of the Buy-Out Transaction (either because such shares were not vested immediately prior to consummation of the transaction or because the vesting of such shares was not accelerated in connection with consummation of the transaction) shall, at the time the Buy-Out Transaction is consummated, be converted into a right to receive an amount equal to the consideration otherwise payable in respect of such Restricted Shares in the Buy-Out Transaction, including any right to receive additional consideration based on future contingencies, with respect to such number of shares (the “Restricted Cash”), which amount shall be retained and paid out by the acquirer to the Recipient in accordance with the vesting provisions described in paragraph 2 above; provided, however, if the Recipient’s employment is involuntarily terminated by the Company (or any successor entity) other than for Cause or if the Recipient’s employment is constructively terminated as a result of the Recipient’s compensation, authority, duties, or responsibilities being materially reduced, or as a result of a material change in the Recipient’s location of employment, then all Restricted Cash not previously paid to the Recipient shall be paid to the Recipient in a lump sum within ten (10) calendar days following the date of termination.]
