Exhibit 10.19
G. ALLAN CIC AGREEMENT
This Agreement dated as of March 14, 2007, is entered into by and between (“Employee”) and Insmed
Incorporated, a Virginia corporation (“Insmed”).
Employee and Insmed hereby agree to the following terms and conditions:
1. Purpose of Agreement. The purpose of this Agreement is to provide that, in the event of a “Change in Control,”
Employee may become entitled to receive additional benefits in the event of his termination. It is believed that the existence of
these potential benefits will benefit Insmed by discouraging turnover and causing Employee to be more able to respond to the
possibility of a Change in Control without being influenced by the potential effect of a Change in Control on his job security.
2. Change in Control. As used in this Agreement, “Change in Control” means an event or occurrence set forth in any one
or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one
of such subsections but is specifically exempted from another such subsection):
(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of
Insmed if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 40% or more of either (x) the then-outstanding shares of common stock of Insmed (the “Outstanding Company
Common Stock”) or (y) the combined voting power of the then-outstanding securities of Insmed entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection
(a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from Insmed (excluding an
acquisition pursuant to the exercise, conversion or exchange o