Form of Change In Control Agreement

EXHIBIT 10.1 Tier II CIC Agreement CHANGE IN CONTROL AGREEMENT BETWEEN AND ADAMS RESPIRATORY THERAPEUTICS, INC.


CHANGE IN CONTROL AGREEMENT 1 . Certain Definitions 1 2 . Change in Control 2 3 . Termination of Employment 3 (a) Death or Disability 3 (b) Cause 4 (c) Good Reason 4 (d) Notice of Termination 5 (e) Date of Termination 6 4 . Obligations of the Company upon Termination 6 (a) Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability 6 (b) Death or Disability 7 (c) Cause; Other than Good Reason 7 (d) Expiration of Protection Period 7 5 . Non-exclusivity of Rights 8 6 . Full Settlement; No Mitigation 8 7 . Enforcement 8 8 . Certain Additional Payments by the Company 9 9 . Restrictions on Conduct of Executive 12 (a) General 12 (b) Definitions 12 (c) Restrictive Covenants 14 (d) Enforcement of Restrictive Covenants 15 10 . Successors 16 11 . Code Section 409A 16 12 . Miscellaneous 17 (a) Governing Law 17 (b) Captions 17 (c) Amendments 17 (d) Notices 17


(e) Severability 18 (f) Withholding 18 (g) Waivers 18 (h) Status Before and After Change in Control Date 18

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CHANGE IN CONTROL AGREEMENT AGREEMENT by and between Adams Respiratory Therapeutics, Inc., a Delaware corporation (the " Company" ), and ___ (" Executive" ), dated as of the ___ day of ___, 2007. The Board of Directors of the Company (the " Board" ) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control, to encourage Executive' s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, to encourage Executive to view the impact of a pending or threatened Change in Control with the highest degree of objectivity and independence, and to provide Executive with compensation and benefits arrangements upon a Change in Control that are reasonably competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Certain Definitions . (a) The " Agreement Term" shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the second anniversary of the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the " Renewal Date" ), unless previously terminated, the Agreement Term shall be automatically extended so as to terminate one year from such Renewal Date, unless at least one year prior to the Renewal Date the Company shall give notice to Executive that the Agreement Term shall not be so extended. Notwithstanding the foregoing, the Agreement Term shall not extend beyond the Protection Period (as defined in Section 1(c)). (b) The " Change in Control Date" shall mean the first date during the Agreement Term (as defined in Section l(a)) on which a Change in Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if Executive' s employment with the Company is terminated within 12 months prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the " Change in Control Date" shall mean the date immediately prior to the date of such termination of employment.


(c) The " Protection Period" shall mean the period commencing on the Change in Control Date and ending on the second anniversary of the Change in Control Date. 2. Change in Control For the purposes of this Agreement, a " Change in Control" shall mean the occurrence of any of the following events: (a) if during any period of 24 months, individuals who, at the beginning of such period, constitute the Board of Directors of the Company (the " Incumbent Directors" ) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director during such period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (" Election Contest" ) or other actual or threatened solicitation of proxies or consents by or on behalf of any " Person" (such term for purposes of this definition being as defined in Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) and 14(d)(2) of the 1934 Act) other than the Board (" Proxy Contest" ), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or (b) any Person is or becomes a " beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of either (A) 40% or more of the then-outstanding shares of common stock of the Company (" Company Common Stock" ) or (B) securities of the Company representing 40% or more of the combined voting power of the Company' s then outstanding securities eligible to vote for the election of directors (the " Company Voting Securities" ); provided, however, that for purposes of this subsection (b), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company (a " Subsidiary" ), (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (c) below); or (c) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a " Reorganization" ), or the sale or other disposition of all or substantially all of the Company' s assets (a " Sale" ) or the acquisition of assets or stock of another corporation (an " Acquisition" ), unless immediately

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following such Reorganization, Sale or Acquisition: (A) the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition represents more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company' s assets or stock either directly or through one or more subsidiaries, the " Surviving Entity" ) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any executive benefit plan (or related trust) sponsored or maintained by any of the foregoing is the beneficial owner, directly or indirectly, of 40% or more of the total common stock or 40% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board' s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a " Non-Qualifying Transaction" ); or (d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 3. Termination of Employment . (a) Death or Disability . Executive' s employment shall terminate automatically upon Executive' s death during the Protection Period. If the Company determines in good faith that the Disability of Executive has occurred during the Protection Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive' s employment. In such event, Executive' s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the " Disability Effective Date" ), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive' s duties. For purposes of this Agreement, " Disability" shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental impairment that has lasted (or can reasonably be expected to last) for a period of 12 consecutive months. At the request of Executive or his personal representative, the Board' s determination that the Disability of Executive has occurred shall be certified by a

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physician mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive' s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability. (b) Cause . The Company may terminate Executive' s employment during the Protection Period for Cause. For purposes of this Agreement, " Cause" shall mean: (i) the willful and continued failure of Executive to perform substantially Executive' s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness, or following Executive' s delivery of notice of termination for Good Reason, and specifically excluding any failure by Executive, after reasonable efforts, to meet performance expectations), after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive' s duties, or (ii) willful misconduct or gross negligence by Executive in his office with the Company that is demonstrably likely to lead to material injury to the Company, as determined by the Board acting reasonably and in good faith; or (iii) Executive' s willful disregard or violation of published Company policies and procedures or codes of ethics that is demonstrably likely to lead to material injury to the Company, as determined by the Board acting reasonably and in good faith, or (iv) the conviction of Executive of, or plea of guilty or nolo contendere by Executive to, a felony or other crime involving moral turpitude. The termination of employment of Executive shall not be deemed to be for Cause under clause (i) or (ii) above unless the Board shall have delivered to Executive notice setting forth with specificity (A) the conduct deemed to qualify as " Cause" , (B) reasonable action that would remedy such objection, and (C) a reasonable time (not less than 30 days) within which Executive may take such remedial action, and Executive shall not have taken such specified remedial action within the specified time. (c) Good Reason . Executive' s employment may be terminated by Executive for Good Reason. For purposes of this Agreement, " Good Reason" shall mean: (i) the assignment to Executive of any duties inconsistent in materially adverse respect with Executive' s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior

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to the Change in Control Date, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; or (ii) a material reduction by the Company in Executive' s Annual Base Salary as in effect immediately prior to Change in Control Date, as the same may be increased from time to time, other than an across-the-board reduction of not more than 10% applicable to all senior executive officers of the Company; or (iii) a material reduction by the Company in Executive' s Target Annual Bonus opportunity as in effect immediately prior to the Change in Control Date, as the same may be increased from time to time, other than an across-the-board reduction applicable to all senior executive officers of the Company; or (iv) a material reduction in Executive' s benefits, in the aggregate (in terms of benefit levels) from those provided to Executive under any employee benefit plan, program and practice in which Executive was participating at any time within 120 days preceding the Change in Control Date or at any time thereafter; or (iv) the Company' s requiring Executive to be based at any office or location other than the location where Executive was employed immediately preceding the Change in Control Date or any office or location that is less than 50 miles from such location or does not increase Executive' s commute from Executive' s principal residence by more than 50 miles; or (v) any failure by the Company to comply with and satisfy Section 10(c) of this Agreement. A termination by Executive shall not constitute termination for Good Reason unless Executive shall first have delivered to the Company, not later than 90 days after the initial occurrence of an event deemed to give rise to a right to terminate for Good Reason, written notice setting forth with specificity the occurrence of such event, and there shall have passed a reasonable time (not less than 30 days) within which the Company may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Executive. (d) Notice of Termination . Any termination by the Company or Executive shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(d) of this Agreement. For purposes of this Agreement, a " Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive' s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not

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waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company' s rights hereunder. (e) Date of Termination . " Date of Termination" means (i) in the case of a termination for Cause or resignation for Good Reason, the expiration of any applicable cure period, as the case may be, (ii) in the case of Executive' s death or termination by reason of Disability, the date of death of Executive or the Disability Effective Date, as the case may be, and (iii) in any other case, the date of the receipt of the Notice of Termination or any later date specified therein, not to exceed 60 days after the delivery of such Notice of Termination. 4. Obligations of the Company upon Termination . (a) Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability . If, during the Protection Period, the Company shall terminate Executive' s employment other than for Cause or Disability, or Executive shall terminate employment for Good Reason, then and, with respect to the payments and benefits described in clauses (i) and (ii) below, only if Executive executes a release in substantially the form of Exhibit A hereto: (i) the Company shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination (or such later date as may be required by Section 11 of this Agreement) the aggregate of the following amounts: A. the sum of (1) Executive' s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) Executive' s target annual incentive bonus for the year in which the Date of Termination occurs (" Target Annual Bonus" ) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the " Accrued Obligations" ); and B. a severance payment equal to the sum of (1) Executive' s Annual Base Salary and (2) the average annual incentive bonus received by Executive in the two years preceding the year in which the Date of Termination occurs or, if Executive was not eligible for an annual bonus for such full two-year period, the Target Annual Bonus (the " Severance Payment" ); and (ii) subject to Section 11 hereof, if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive' s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then during the period that Executive is entitled to such coverage under COBRA (the " Coverage Period" ), the Company shall pay the excess of (i) the COBRA cost of such coverage over (ii) the amount that Executive would have

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had to pay for such coverage if he had remained employed during the Coverage Period and paid the active employee rate for such coverage, provided, however , that if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive' s spouse), the Company' s obligation to pay the cost of health coverage as described herein shall cease, except as otherwise provided by law, and provided, further , that the cost so paid on behalf of Executive by the Company will be deemed taxable income to Executive to the extent required by law; and (iii) subject to Section 11 hereof, to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies, including without limitation applicable retirement benefits, in each case in accordance with the terms of such other plan, program, policy or practice or contract or agreement (such other amounts and benefits shall be hereinafter referred to as the " Other Benefits" ); provided, however , that if and to the extent that Executive becomes entitled to any amounts payable under Section 4(a)(i) and (ii) of this Agreement, such payments and benefits shall be in lieu of any severance payments or benefits otherwise payable to Executive or his dependents under the Adams Respiratory Therapeutics, Inc. Severance Pay Plan or any other severance pay arrangement maintained by the Company. (b) Death or Disability . If Executive' s employment is terminated by reason of Executive' s death or Disability during the Protection Period, this Agreement shall terminate without further obligations to Executive or Executive' s legal representatives under this Agreement, other than for payment of Annual Base Salary through the Date of Termination, any accrued vacation pay to the extent not theretofore paid, and the timely payment or provision of Other Benefits. With respect to the provision of Other Benefits, the term Other Benefits as used in this Section 4(b) shall include without limitation, and Executive or Executive' s estate and/or beneficiaries shall be entitled to receive, benefits under such plans, programs, practices and policies relating to death or disability, if any, as are applicable to Executive on the Date of Termination. (c) Cause; Other than for Good Reason . If Executive' s employment shall be terminated for Cause during the Protection Period, or if Executive voluntarily terminates employment during the Protection Period (excluding a resignation for Good Reason), this Agreement shall terminate without further obligations to Executive other than the obligation to pay to Executive his Annual Base Salary and accrued unpaid vacation pay through the Date of Termination and any Other Benefits, in each case to the extent theretofore unpaid. (d) Expiration of Protection Period . If Executive' s employme ...