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Exhibit
10.34
THE MEDICINES
COMPANY
Non-statutory Stock Option Agreement
Under 2007 Equity Inducement Plan
1.
Grant of
Option.
-
(a) This
agreement evidences the grant by The Medicines Company, a Delaware
corporation (the "Company"),
on ,
2008 (the "Grant Date") to
an employee of the Company (the "Participant"), of
an option to purchase, in whole or in part, on the terms provided
herein and in the Company's 2007 Equity Inducement Plan (the
"Plan"), a total
of shares
(the "Shares") of common stock, $0.001 par value per share ("Common
Stock"), of the Company at a price of
$ per
Share. Unless earlier terminated, this option shall expire on the
tenth anniversary of the Grant Date (the "Final Exercise
Date").
(b) It
is intended that the option evidenced by this agreement shall not
be an incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended and any regulations
promulgated thereunder (the "Code"). Except as otherwise indicated
by the context, the term "Participant", as used in this option,
shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.
2.
Vesting
Schedule.
-
(a) Options
to
purchase Shares
will become exercisable ("vest")
on ,
2009. The remaining options will vest in equal monthly installments
in arrears over the three-year period commencing
on ,
2009. This option shall expire upon, and will not be exercisable
after, the Final Exercise Date.
(b) The
right of exercise shall be cumulative so that to the extent the
option is not exercised in any period to the maximum extent
permissible it shall continue to be exercisable, in whole or in
part, with respect to all Shares for which it is vested until the
earlier of the Final Exercise Date or the termination of this
option under Section 3 hereof or the Plan.
(c) Notwithstanding
anything in this option to the contrary, in the event that the
Participant's relationship with the Company is terminated by reason
of death or disability (within the meaning of Section 22(e)(3)
of the Code), then, in addition to the Shares as to which this
option is exercisable as of such termination date pursuant to the
terms hereof, this option shall also become exercisable for an
additional number of Shares equal to 50% of the Shares covered by
this option which were not otherwise exercisable as of such
termination date. For example, if as of the termination date, 6,000
shares of a 10,000 share stock option had vested and no shares
covered by such option had been exercised, upon such termination
date, the option would become exercisable for an additional 2,000
shares (50% of (10,000 - 6,000)) or total of 8,000
shares.
3.
Exercise of
Option.
-
(a)
Form of Exercise . Each election to exercise this option
shall be in writing, signed by the Participant, and received by the
Company at its principal office, accompanied by this agreement, and
payment in full in the manner provided in the Plan. The Participant
may purchase less than the number of Shares covered hereby,
provided that no partial exercise of this option may be for
any
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