Exhibit 10.1


EMPLOYMENT AGREEMENT


This Employment Agreement (the “Agreement”) is entered into as of
August 6, 2007 (the “Effective Date”) by and between AMAG Pharmaceuticals,
Inc., a Delaware corporation with offices at 125 CambridgePark Drive, 6th Floor, Cambridge, MA 02140 (the “Company”
or “AMAG”) and Lee F. Allen, M.D., Ph.D. of 153 Rangeley Road, Chestnut
Hill, MA 02467 (“you”).


Whereas, AMAG desires to employ you, and you desire to
accept employment with AMAG on and subject to the terms and conditions set
forth in this Agreement;


Now therefore,
AMAG and you agree as follows:


1.             Position; Duties.


                a)             Position.  You shall serve as Chief Medical
Officer and Senior Vice President of Clinical Development of AMAG, reporting to
the Chief Executive Officer of the Company.


                b)            Duties.  You shall perform for the Company the duties
customarily associated with the office of Chief Medical Officer and Senior Vice
President of Clinical Development, and such other duties as may be assigned to
you from time to time by the Company’s Chief Executive Officer (“CEO”) or the
Company’s Board of Directors (the “Board”) that are consistent with the duties
normally performed by those performing the role of the most senior executives
of similar entities.  You shall devote
substantially your full business time and best efforts to the performance of
your duties hereunder and the business and affairs of the Company and will not
undertake or engage in any other employment, occupation or business enterprise;
provided, however, that you may participate as a member of the board of
directors or advisory board of other entities and in professional organizations
and civic and charitable organizations; provided further, that any such
positions are disclosed to the Board or the Audit Committee thereof and do not
materially interfere with your duties and responsibilities to the Company.  You shall be based in the Company’s principal
offices, which currently are in Cambridge, Massachusetts.


2.             Term.  The term of this Agreement shall be for a
three (3) year period commencing on the Effective Date unless terminated
earlier pursuant to Section 4 below (the “Term”).  You may continue to be employed by the
Company beyond the Term of this Agreement, but such employment shall be on such
terms and conditions as you and the Company then may agree.  The parties will enter into
discussions regarding their respective intentions to renew this Agreement
within ninety (90) days of expiration of the Term.


3.             Compensation and Benefits.  The Company shall pay you the following
compensation and benefits for all services rendered by you under this
Agreement:


a)             Base Salary.  The Company will pay you an initial base
salary (“Base Salary”) at the annualized rate of $300,000, minus withholdings
as required by law and other 













deductions authorized by you, which amount shall be
paid in equal installments at the Company’s regular payroll intervals, but not
less often than monthly.  Your base
salary may be increased annually by the Board or the Compensation Committee of
the Board in their sole discretion.


b)            Bonus.


(i)            You will be
eligible to receive an annual performance bonus of up to 40% of Base Salary for
each fiscal year during the term of this Agreement beginning with the fiscal
year commencing January 1, 2008 based on the extent to which, in the
discretion of the Board or the Compensation Committee in consultation with the
Chief Executive Officer, you achieve specific and measurable individual and
company performance objectives established by the Board or Compensation Committee
in consultation with the Chief Executive Officer and communicated to you in
advance.  The exact amount of the bonus
for any year during the term shall be determined by the Board or the
Compensation Committee in its sole discretion and may be more than the target
bonus in the event you achieve all of your personal and company performance
objectives or less than the target bonus if you do not achieve all of your
personal and company performance objectives.  Unless otherwise provided
herein, no bonus shall be deemed to
have been earned by you for any year in which you are not actively employed by
the Company on the last day of the fiscal year to which the bonus relates.


(ii)           In
addition, you will receive a one-time sign-on bonus of $50,000, payable within
two weeks following your first date of employment with the Company and an
additional one-time $50,000 bonus payable within two weeks following the
six-month anniversary of your first date of employment with the Company,
provided in both cases that you remain employed by the Company on the date of
payment of such bonuses.


c)             Options.  In addition to the options and restricted
stock units granted to you on the date hereof, you shall be eligible to receive
stock options or other equity compensation under the Company’s equity incentive
plans as recommended by the Chief Executive Officer and approved by the Board
of Directors or the Compensation Committee from time to time.


d)            Vacation.  You will receive four (4) weeks of
paid vacation per calendar year which
shall accrue ratably on a monthly basis.


e)             Benefits.  You will be eligible to participate in all
group health, dental, 401(k), and other insurance and/or benefit plans that the
Company may offer to similarly situated executives of the Company from time to
time on the same terms as offered to such other executives.


f)             Business
Expenses.  The Company will reimburse
you for all reasonable and usual business expenses incurred by you in the
performance of your duties hereunder in accordance with the Company’s expense
reimbursement policy.



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4.             Termination.  Your employment with the Company may be
terminated prior to the expiration of the Term as follows:


a)             Death.  This Agreement shall terminate automatically
upon your death.


b)            Disability.  The Company may terminate your employment in accordance with applicable
laws in the event that you shall be prevented, by illness, accident, disability
or any other physical or mental condition (to be determined by means of a
written opinion of a competent medical doctor chosen by mutual agreement of the
Company and you or your personal representative(s)) from substantially
performing your duties and responsibilities hereunder for one or more periods
totaling one hundred and twenty (120) days in any twelve (12) month period.


c)             By the Company
for Cause.  The Company may terminate
your employment for “Cause” upon written notice to you.  For purposes of this Agreement, “Cause” shall mean any of: (i) fraud, embezzlement or theft against the
Company or any of its affiliates; (ii) you are convicted of, or plead guilty or no contest to, a felony; (iii) willful nonperformance by you (other than
by reason of illness) of your material duties hereunder and failure to remedy
such nonperformance within ten (10) business days following written notice from
the Chief Executive Officer or the Board identifying the nonperformance and the
actions required to cure it; or (iv) you commit an act of gross negligence, engage in willful misconduct or otherwise act with willful disregard for the Company’s best
interests, and you fail to remedy
such conduct within ten (10) business days following written notice from the
Chief Executive Officer or the Board identifying the gross negligence, willful
misconduct or willful disregard and the actions required to cure it (if such
conduct can be cured).


d)            By the Company Other Than For Death,
Disability or Cause.  The
Company may terminate your employment other than for Cause, disability or death
upon thirty (30) days prior written notice to you.


e)             By You For Good Reason or Any Reason.  You
may terminate your employment at any time with or without Good Reason upon
thirty (30) days prior written notice to the Company.  For
purposes of this Agreement, “Good Reason” shall mean that any of the following
occurs without your prior written consent: (i) a material adverse change in your position, duties or
responsibilities; (ii) a material reduction by the Company in the total
annual compensation that you are then eligible to receive, unless such
reduction is in connection with a proportionate reduction of compensation
applicable to all other executive officers; (iii) any relocation of your
principal place of business to a location more than 50 miles from the Company’s
current executive offices in Cambridge, MA; or (iv) a material breach by the
Company of any of the terms or provisions
of this Agreement and failure to remedy such breach within thirty (30) days
following written notice from you identifying the breach.



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5.             Payment Upon
Termination.  In the event that your
employment with the Company terminates, you will be paid the following:


a)             Termination for
Any Reason.  In the event that your
employment terminates for any reason, the Company shall pay you for the
following items that were earned and accrued but unpaid as of the date of your
termination: (i) your Base Salary; (ii) a cash payment for all accrued, unused
vacation calculated at your then Base Salary rate; (iii) reimbursement for any
unpaid business expenses; and (iv) such other benefits and payments to which
you may be entitled by law or pursuant to the benefit plans of the Company then
in effect.  In addition, if your
employment terminates due to your death, the Board or the Compensation
Committee, in consultation with the CEO, shall determine the extent to which any
of the individual performance objectives established pursuant to Section 3(b)
above were met as of the time of your death. 
If, based on that determination, the Board or the Compensation Committee
determines that a bonus is due, the Company shall pay your estate an amount
equal to such bonus, pro-rated for the portion of the fiscal year elapsed as of
the time of your death.


b)            Termination
Without Cause or for Good Reason.  In
addition to the payments provided for in Section 5(a), in the event that (i) the
Company terminates your employment other than for death, disability or Cause
pursuant to Section 4(d) or you terminate your employment for Good Reason
pursuant to Section 4(e); (ii) you comply fully with all of your obligations
under all agreements between the Company and you; and (iii) you execute,
deliver to the Company and do not revoke a general release (in a form
acceptable to the Company) releasing and waiving any and all claims that you
have or may have against the Company and its directors, officers, employees,
agents, successors and assigns with respect to your employment (other than any
obligation of the Company set forth herein which specifically survives the
termination of your employment), then the Company will provide you with twelve
(12) months of severance pay based on your then current Base Salary. The
foregoing severance shall be paid in equal installments over the severance
period in accordance with the Company’s usual payroll schedule.  This Section 5(b) shall not apply during the
one year period following a Change of Control (as defined below), in which case
Section 5(c) shall apply.


c)             Change of
Control.  Upon a Change of Control,
fifty percent (50%) of the unvested options to purchase common stock,
restricted stock units and other equity incentives then held by you shall
become immediately vested and the remaining unvested amount shall continue to
vest in accordance with the applicable remaining vesting schedule.  Further, in the event that (i) within one
year from the date a Change of Control (as defined below) of the Company
occurs, the Company (for purposes of this section, such term to include its
successor) terminates your employment other than for Cause pursuant to Section
4(c), death or disability or you terminate your employment with Good Reason;
(ii) you comply fully with all of your obligations under all agreements between
the Company and you; and (iii) you execute, deliver to the Company and do not
revoke a general release (in a form acceptable to the Company) releasing and waiving
any and all claims that you have or may have against the Company and its
directors, officers, employees, agents, successors and assigns with respect to
your employment (other than any obligation of the Company set forth herein
which specifically survives the termination of your employment), then:


·                  the
Company will pay you twelve (12) months of severance pay based on your then
current Base Salary, with such severance to be paid in equal installments over
the severance period in accordance with the Company’s usual payroll schedule;



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·                  the
Company will pay you one times the average annual bonus paid to you over the
preceding three years, provided that in no event will a year prior to the year
ended December 31, 2007 be used in this calculation;


·                  the
Company will continue your health and dental coverage until the earlier of: (i)
twenty four (24) months from the date of termination of your employment; or
(ii) the date you are provided with health and dental coverage by another
employer’s health and dental plan; and


·                  all
unvested outstanding stock options, restricted stock units and other equity
incentives that were granted to you before the Change of Control occurred shall
immediately without further action become vested in full.


For
purposes of this Agreement, “Change of Control” shall mean the first to occur
of any of the following: (a) any “person” or “group” (as defined in the
Securities Exchange Act of 1934, as amended) becomes the beneficial owner of a
majority of the combined voting power of the then outstanding voting securities
with respect to the election of the Board of Directors of the Company; (b) any
merger, consolidation or similar transaction involving the Company, other than
a transaction in which the stockholders of the Company immediately prior to the
transaction hold immediately thereafter in the same proportion as immediately
prior to the transaction not less than 50% of the combined voting power of the
then voting securities with respect to the election of the Board of Directors
of the resulting entity; (c) any sale of all or substantially all of the assets
of the Company; or (d) any other acquisition by a third party of all or
substantially all of the business or assets of the Company, as determined by
the Board of Directors, in its sole discretion. 
The payments, benefits and acceleration of vesting of stock options,
restricted stock units and other equity incentives provided in this Section
5(c) shall override and replace with respect to you any Company wide policy
with respect to payments, benefits and/or acceleration of vesting upon a Change
of Control.  After the one year period
following a Change of Control, this Section 5(c) shall no longer apply, and
Section 5(b) shall continue to apply.


6.             Nonsolicitation
Covenant.  In exchange for the
consideration provided by this Agreement, you shall not, for a period of one
year following the termination of your employment with the Company for any
reason, directly or indirectly, whether through your own efforts, or in any way
assisting or employing the assistance of any other person or entity (including,
without limitation, any consultant or any person employed by or associated with
any entity with which you are employed or associated), recruit, solicit or
induce (or in any way assist another in recruiting, soliciting or inducing) any
employee or consultant of the Company to terminate his or her employment or
other relationship with the Company.


7.             Assignment.  This Agreement and the rights and obligations
of the parties hereto shall bind and inure to the benefit of any successor of
the Company by reorganization, merger or consolidation and any assignee of all
or substantially all of its business and properties.  Neither this Agreement nor any rights or benefits
hereunder may be assigned by you, except that, upon your death, your earned and
unpaid economic benefits will be paid to your heirs or beneficiaries.


8.             Interpretation
and Severability.  It is the express
intent of the parties that (a) in case any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively
broad as to duration, geographical scope, activity or subject, such provision
shall be construed by limiting and reducing it as determined by a court of
competent jurisdiction, 



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so as to be enforceable to the fullest extent
compatible with applicable law; and (b) in case any one or more of the
provisions contained in this Agreement cannot be so limited and reduced and for
any reason is held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.


9.             Notices.  Any notice that you or the Company are
required to give the other under this Agreement shall be given by personal
delivery, recognized overnight courier service, or registered or certified
mail, return receipt requested, addressed in your case to you at your last
address of record with the Company, or at such other place as you may from time
to time designate in writing, and, in the case of the Company, to the Company
at its principal office, or at such other office as the Company may from time
to time designate in writing.  The date
of actual delivery of any notice under this Section 9 shall be deemed to be the
date of receipt thereof.


10.           Waiver.  No
consent to or waiver of any breach or default in the performance of any
obligation hereunder shall be deemed or construed to be a consent to or waiver
of any other breach or default in the performance of any of the same or any
other obligations hereunder.  No waiver
hereunder shall be effective unless it is in writing and signed by the waiving
party.


11.           Complete
Agreement; Modification.  This Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes any previous oral or written communications, negotiations,
representations, understandings, or agreements between them, including but not
limited to, the original offer letter from the Company offering you employment
with the Company.  Any modification of
this Agreement shall be effective only if set forth in a written document
signed by you and a duly authorized officer of the Company.


12.           Headings.  The headings of the
Sections hereof are inserted for convenience only and shall not be deemed to
constitute a part, or affect the meaning, of this Agreement.


13.           Counterparts. 
This Agreement may be signed in two (2) counterparts, each of which
shall be deemed an original and both of which shall together constitute one
agreement.


14.           Choice of Law; Jurisdiction.  This Agreement shall be deemed to have been
made in the Commonwealth of Massachusetts, and the validity, interpretation and
performance of this Agreement shall be governed by, and construed in accordance
with, the laws of Massachusetts, without regard to conflict of law
principles.  You hereby consent and
submit without limitation to the jurisdiction of courts in Massachusetts in connection
with any action arising out of this Agreement, and waive any right to object to
any such forum as inconvenient or to object to venue in Massachusetts.  You agree that, in any action arising out of
this Agreement, you will accept service of process by registered mail or the
equivalent directed to your last known address or by such other means permitted
by such court.


15.           Advice of Counsel; No Representations. 
You acknowledge that you have been advised to review this Agreement with
your own legal counsel, that prior
to entering into this Agreement, you have had the opportunity to review this
Agreement with your attorney, and that 



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the Company has not made any
representations, warranties, promises or inducements to you concerning the
terms, enforceability or implications of this Agreement other than as are
contained in this Agreement.


16.           I.R.C.
§ 409A. 
All other provisions of this Agreement notwithstanding, this
Agreement shall be construed to avoid any adverse tax consequences to you under
Internal Revenue Code Section 409A, and the parties agree to amend this
Agreement from time to time as may be necessary to that end, in a manner that
best preserves the economic benefits to you. 
Further, for so long as the Company has a class of stock that is publicly
traded on an established securities market or otherwise, then the Company shall
from time to time compile a list of “Specified Employees” as defined in, and in
accordance with Treasury Reg. § 1.409A-1(i) or any successor regulation.  If you are a Specified Employee on the date
of the termination of your employment with the Company, then, notwithstanding
any other provision herein, no payment shall be made to you pursuant to this
Agreement during the period lasting six (6) months from the date of such termination
of employment unless the Company determines that there is no reasonable basis
for believing that making such payment would cause you to suffer any adverse
tax consequences pursuant to Section 409A. If any payment to you is delayed
pursuant to the provisions of this paragraph, such delayed payment shall
instead be made on the first business day following the expiration of the six
(6) month period referred to herein.


 



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IN WITNESS WHEREOF,
the Company and you have executed this Agreement as of the day and year first
set forth above.


	
  

  	
  AMAG Pharmaceuticals, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Brian J.G.
  Pereira

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Brian J.G.
  Pereira

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  President &
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lee F.
  Allen, M.D., Ph.D.

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Lee F. Allen,
  M.D., Ph.D.

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Medical
  Officer and Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
  Of Clinical
  Development