[Name]
[Title]
The Medicines Company
8 Campus Drive
Parsippany, NJ 07054
This letter
agreement amends and restates in its entirety the letter agreement
between you and The Medicines Company (the “Company”)
dated August 17, 2006 regarding the subject matter
hereof.
As an incentive to
induce you to accept employment with, and maintain your continued
employment with the Company, the Company agrees, on the terms and
subject to the conditions set forth in this letter (this
“Agreement”), as follows:
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1.
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As
used herein, the following terms shall have the following
meanings:
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1.1
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“Cause” shall mean
(i) conviction of (or the entry of a guilty plea or plea of
nolo contendere to) any felony or any crime involving moral
turpitude or dishonesty; (ii) participation in a fraud or act of
dishonesty against the Company or any of its affiliates;
(iii) willful and material breach of the Company’s or
any of its affiliates’ policies; (iv) intentional and
material damage to the Company’s or any of its
affiliates’ property; (v) materially unsatisfactory
performance of your key duties, responsibilities or objectives,
unless such unsatisfactory performance is cured within ninety
(90) days after written notice; provided, however, that such
opportunity to cure shall not be required where, in the
Company’s determination, such
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unsatisfactory
performance is not capable of cure; or (vi) material breach of
your confidentiality obligations or duties under your
non-disclosure, non-competition or other similar agreement with the
Company or any of its affiliates.
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1.2
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“Change in Control
Event” means:
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(i)
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any
sale or transfer of all or substantially all of the assets of the
Company to another corporation or entity, or any merger,
consolidation or reorganization of the Company into or with another
corporation or entity, with the result that, upon conclusion of the
transaction, the voting securities of the Company immediately prior
thereto do not represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities
of the continuing or surviving entity of such merger, consolidation
or reorganization; or
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(ii)
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a
disclosure that any person (as the term “person” is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act), other than (A) any shareholder who, prior to the Company
becoming subject to the reporting requirements of Section 13 of the
Exchange Act, previously held at least 30% of the combined voting
power of outstanding voting securities of the Company, (B) the
Company, or (C) any corporation owned directly or indirectly
by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company, has become
the beneficial owner (as the term “beneficial owner” is
defined under Rule 13d-3 or any successor rule or regulation
thereto under the Exchange Act) of securities representing 30% or
more of the combined voting power of the then outstanding voting
securities of the Company; or
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2
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(iii)
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such time as individuals who as of
the date hereof constitute the Board of Directors of the Company,
and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect any
transaction described in clause (i) or (ii) of this
section) whose election by the Board or nomination for election by
the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who were either
directors at the beginning of the period or whose election or whose
nomination for election was previously so approved, cease for any
reason to constitute a majority of the Board of Directors;
or
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(iv)
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the
liquidation or dissolution of the Company.
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1.3
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“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
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1.4
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“Good Reason” shall mean
the Company’s taking any of the following actions, which
actions shall not have been cured within a 30-day period following
written notice by you: (A) the principal place of the
performance of your responsibilities is changed to a location
outside of a 30 mile radius from the Principal Location;
(B) there is a material reduction in your responsibilities
without Cause; (C) there is a material reduction in your
annual base salary, unless such reduction is applicable generally
to other employees in your grade level; (D) there is a material
reduction in your benefits, bonus eligibility or equity
eligibility, unless such material reduction is also applicable to
other employees in your grade level; or (E) there is a
material breach of the Company’s obligations to
you.
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3
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1.5
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“Payment Date” shall
mean the 60th day following the Termination Date, provided that you
have executed the release provided in Section 5 hereof and
have not revoked the release within the applicable revocation
period.
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1.6
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“Principal Location”
shall mean the principal place of the performance of your
responsibilities.
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1.7
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“Termination Date” shall
mean the date on which the termination of your employment shall
become effecive.
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1.8
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“Termination Event”
shall mean the termination of your employment during the one-year
period following the date of the consummation of a Change in
Control Event (i) by the Company without Cause; or
(ii) by you upon written notice given within thirty
(30) days after the Company&rsq
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