(g)“Founder Non-Competition and Non-Solicitation Agreement” shall mean the Founder Non-Competition and Non-Solicitation Agreement between the Employee and Company dated as of September 18, 2015.
(h)“Good Reason” shall mean any of the following, occurring without the Employee’s written consent:
(i)a demotion of the Employee to a position with responsibilities substantially less than the Employee’s prior position; provided that, a change in title, reporting relationships and/or responsibilities of the Employee could, but do not necessarily in and of themselves, individually or in the aggregate, constitute a demotion for purposes of this Section 1(h)(i); and in all instances, the determination of whether a demotion has occurred shall be made by the Company in good faith; or
(ii)a requirement that the Employee relocate Employee’s primary reporting location to a location more than fifty (50) miles from the location of the Company’s current offices in Lexington, Massachusetts as of the Effective Date; or
(iii)a reduction of more than five percent (5%) of Employee’s Base Salary, other than in connection with a reduction of similar magnitude to the base salaries of employees who are similarly situated to Employee; or
(iv)any failure by the Company to comply with any of the provisions of Section 4(a), 4(b), 4(c) or 4(d) hereof, other than insubstantial or inadvertent failures not in bad faith that are remedied by the Company promptly after receipt of notice thereof given by the Employee; or
(v)a breach by the Company of this Agreement.
(i)“Parent” shall mean the Company’s parent entity, Kiniksa Pharmaceuticals, Ltd., a Bermuda exempted company.
(j)“Parent Board” shall mean the board of directors of the Parent.
(k)“Person” shall mean an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or any of its Affiliates.
2.Acceptance and Term. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers, and the Employee hereby accepts, continuing employment on an at-will basis. Subject to earlier termination as hereinafter provided, the Employee’s employment shall continue until terminated pursuant to Section 5 hereof (the “Term”).
3.Position, Duties and Responsibilities.
(a)During the Term, the Employee shall initially serve the Company as its Executive Vice President, Chief Legal Officer and Corporate Development, and shall initially report to the Chief Executive Officer of the Company. During the Term, the Employee shall be employed by