Form of Non-statutory Stock Option
Agreement for Employees in Italy
Granted Under Under 2009 Equity Inducement Plan
(a) This
agreement evidences the grant by The Medicines Company, a Delaware
corporation (“MDCO”), on
, 2009 (the “Grant Date”) to
,
an employee of The Medicines Company (Italy) S.r.l. (the
“Participant”), of an option to purchase, in whole or
in part, on the terms provided herein and in MDCO’s 2009
Equity Inducement Plan (the “Plan”), a total of
shares (the “Shares”) of common stock, $0.001 par value
per share (“Common Stock”), of MDCO 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. As used in this option, the term
“Company” shall include MDCO and any of its existing
and future subsidiaries.
(a) Options
to purchase
Shares will become exercisable (“vest”) on
, 2010. The
remaining options will vest in equal monthly installments in
arrears over the three-year period commencing on
, 2010. 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, u
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