Exhibit 10.1
AMAG PHARMACEUTICALS,
INC.
Amended and Restated Non-Employee
Director Compensation Policy
The Board of Directors of AMAG
Pharmaceuticals, Inc. (the “Company”) has approved
the following policy which establishes compensation to be paid to
non-employee directors of the Company, effective May 5, 2009,
which policy amends and restates in its entirety the policy
previously amended and restated on February 25, 2009 and
effective as of December 19, 2008, to provide an inducement to
obtain and retain the services of qualified persons to serve as
members of the Company’s Board of Directors. Each such
director will receive as compensation for his or her services stock
option grants and cash compensation, all as further set forth
herein.
Applicable Persons
This Policy shall apply to each
director of the Company who is not an employee of the Company or
any Affiliate (each, an “Outside Director”).
Affiliate shall mean a corporation which is a direct or indirect
parent or subsidiary of the Company, as determined pursuant to
Section 424 of the Internal Revenue Code of 1986, as
amended.
Stock Option Grants
Option Grant Upon Initial
Appointment or Election as a Director
Commencing May 5, 2009, each
new Outside Director, on the date of his or her initial appointment
or election to the Board of Directors, shall be granted a
non-qualified stock option to purchase 10,000 shares of the
Company’s common stock pursuant to the Company’s
Amended and Restated 2007 Equity Incentive Plan (the “Stock
Plan”), subject to automatic adjustment in the event of any
stock split or other recapitalization affecting the Company’s
common stock. Such option shall vest in four equal annual
installments during the term beginning on the first anniversary of
his or her election to the Board, provided such Outside Director
continues to serve as a member of the Board of
Directors.
Annual Option
Grant
Commencing in May 2010, each
Outside Director, other than the Chairman, shall be granted
annually at the first meeting of the Board of Directors following
the Annual Meeting of Stockholders, a non-qualified stock option to
purchase 5,000 shares of the Company’s common stock pursuant
to the Stock Plan, subject to automatic adjustment in the event of
any stock split or other recapitalization affecting the
Company’s common stock. Notwithstanding the foregoing,
the May 2010 annual grant to each Outside Director, other than the
Chairman, shall be pro-rated to reflect the number of quarters of
continuous Board service performed by each such Outside Director
since the last annual grant to such Outside Director. The
foregoing options will vest in twelve equal monthly installments
beginning on the first day of the first full month following the
Annual Meeting of Stockholders and continuing on the first day of
each of the following eleven months thereafter, so long as the
Outside Director continues to serve as a member of the Board of
Directors.
