Exhibit
10.23
VIA TELECOPY and FEDERAL EXPRESS
March 2, 2006
Mr. Glenn Sblendorio
51 Brams Hill Drive
Mahwah, New Jersey 07430
Dear Glenn:
It is my pleasure to submit to you this offer of
employment with The Medicines Company (the “Company”)
. Each of us on the senior management team 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 Executive Vice President and Chief Financial
Officer, reporting to me. Your anticipated start date is March 3,
2006.
2.
Your annual base salary will be
$330,000.00, paid semi-monthly.
3.
You will be granted 25,000 shares of
Restricted Stock of the Company and options to purchase 150,000
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
restricted shares will vest at 25% per year on an annual basis, and
the options will be subject to a vesting schedule, with 25% of the
options vesting one year from your start date, and the
remainder vesting in equal amounts
monthly over the 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 believe this should be a collaborative process. At this
level of employment, we find that dialogue with the Board of
Directors is very useful for performance management.
5.
You will be entitled to receive on
your start date an agreement from the Company providing severance
pay, reimbursement of health care premiu
