Exhibit
10.22
VIA TELECOPY and FEDERAL EXPRESS
December 30, 2005
Ms. Catharine Newberry
RR#1 Box 1368D Cherry Valley Road
Stroudsburg, PA 18360
Dear Catharine:
It is my pleasure to submit to you this offer of
employment with The Medicines Company (the “Company”)
. Everyone with whom you’ve met is enthusiastic about
your joining us and I firmly believe that your background,
qualifications, management and leadership credentials will strongly
contribute to our business.
On behalf of the Company, I have set forth below
the terms of your employment.
1.
You will be employed to serve on a
full-time basis as Senior Vice President responsible for human
strategy, reporting to me. Your anticipated start date is February
1, 2005.
2.
Your base salary will be $11,354.17
per pay period (semi-monthly) (annualized rate of
$272,500.00).
3.
You will be granted options to
purchase 100,000 shares of Common Stock of the Company at an
exercise price equal to the closing price of the stock on your
first day of employment. The options will be subject to a vesting
schedule, with 25% of the options vesting one year from your start
date, and the
remainder of the options vesting in
equal amounts monthly over the then following 3 years.
4.
Based on the Company meeting its
goals and your meeting your personal performance goals, and at the
sole discretion of the Board of Directors, your target bonus shall
be 40% of your annual base salary.
Generally this level of bonus would
be anticipated if you meet all of the goals set for you and if the
Company meets all of its annual business goals. To begin, your
individual goals would be set in two steps. First, a set of
“90-day objectives” which we will discuss and agree on
during the first days of your employment. Second, a set of
“2006 annual goals” which we can agree after
consideration during the first 90-days of employment. Both sets of
goals will take into account the overall Company goals. In
subsequent years, we anticipate annual appraisal of the
Company’s and of your performance at the end of each calendar
year with goal-setting just before the beginning of each calendar
year. We b
