Form of Non-statutory Stock Option
Agreement
Under 2009 Equity Inducement Plan
(a) This
agreement evidences the grant by The Medicines Company, a Delaware
corporation (the “Company”), on
, 2009 (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
2009 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.
(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,
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.
(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 fractional
share or for fewer than ten whole shares.
(b)
Continuous Relationship with the Company Required . Except
as otherwise provided in this Section 3, this option may not
be exercised unless
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