EXHIBIT 10.1


 


	
  MOMENTA
  PHARMACEUTICALS, INC.

  	
   

  	
  675
  WEST KENDALL STREET

  	
   

  	
  T:
  617.491.9700   F: 617.621.0431

  
	
   

  	
   

  	
  CAMBRIDGE,
  MA 02142

  	
   

  	
  WWW.MOMENTAPHARMA.COM

  



 





 


VIA HAND DELIVERY


 


November 5,
2010


 


Steven
B. Brugger


5
Brookwood Road


Lexington,
MA 02420


 


Dear
Steve:


 


This
letter shall confirm our understanding with respect to your resignation from
Momenta Pharmaceuticals, Inc. (the “Company”).  You and the Company have mutually agreed that
your final date of employment will be Friday, November 5, 2010, and that following
such date you will provide the consulting services as described in paragraph 1(b) below.  The following numbered paragraphs set forth
the terms and conditions that will apply upon execution of this letter
agreement:


 


1.                                      Employment Termination Date; Consulting Period


 


(a)  Employment Termination Date  — Your
resignation will be effective and your employment with the Company shall
terminate on November 5, 2010 (the “Employment Termination Date”).  You agree to continue to perform your
employment duties to the reasonable satisfaction of the Company through the
Employment Termination Date and to be available to assist the Company in
transitioning your duties.  The Company
will continue to pay to you your base salary, less all applicable taxes and
withholdings, and customary benefits through the Employment Termination
Date.  It is understood that you will
continue to work full-time for the Company through the Employment Termination
Date.  You will also be paid for any
accrued but unused vacation time on the Employment Termination Date.  Stock options previously granted to you under
the Company’s 2002 Stock Incentive Plan, as amended, or the Company’s 2004
Stock Option Plan, as amended, shall be subject to the terms and conditions of
the applicable option agreements.  Except
for such stock options, all other benefits, including life insurance and
long-term disability insurance, will cease upon the Employment Termination
Date.


 


(b)  Consulting Period — You agree to be
available to provide consulting services to the Company from the Employment
Termination Date until June 30, 2011, or such other date that is mutually
agreed upon in writing by you and the Company (the “Consulting Period”).  Any service as a consultant pursuant to this
paragraph 1(b) shall be governed by the terms of the Consulting Agreement
attached hereto as Attachment A


 


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(c)   Employment Agreement — You acknowledge and agree
that the Employment Agreement between you and the Company dated April 28,
2008 (the “Employment Agreement”) shall terminate as of the Employment
Termination Date, and that the provisions of Section 4.1 of the Employment
Agreement (Payment upon Voluntary Resignation) shall apply.


 


2.                                      Post-Employment Obligations — You acknowledge and
reaffirm your post-employment obligations pursuant to that certain Employee
Nondisclosure, Noncompetition and Assignment of Inventions Agreement dated as
of May 18, 2007 between the Company and you (the “Nondisclosure Agreement”),
including but not limited to (a) your post-employment covenants and
obligations set forth in Section 8 (Noncompetition) and Section 9
(Nonsolicitation) of the Nondisclosure Agreement, and (b) your continuing
obligation under Section 4 (Nondisclosure Obligation) of the Nondisclosure
Agreement to keep confidential and not to disclose any and all non-public
information concerning the Company which you acquired during the course of your
employment with the Company, including, but not limited to, any non-public
information concerning the Company’s scientific and technical information and
know-how, business strategy and affairs, business prospects, and financial
condition.


 


3.                                      Return of Company Property — Except to the extent that
the Company has agreed that you may retain any of the following during the
pendency of your Consulting Period, you confirm that by the Employment
Termination Date, you will have returned to the Company all keys, files,
records (and copies thereof), documents, equipment (including, but not limited
to, computer hardware, software and printers, wireless handheld devices,
pagers, USB flashdrives, etc.), and any other Company-owned property in
your possession or control.  You further
agree that you will leave intact all electronic Company documents, including,
but not limited to, those which you developed or helped to develop during your
employment.  You further confirm that you
will have cancelled all accounts for your benefit, if any, in the Company’s
name, including, but not limited to, credit cards, telephone charge cards,
cellular phone and/or pager accounts.


 


Notwithstanding the preceding paragraph: (a) during
the pendency of the Consulting Period, you may retain your current laptop
computer and such documents and files which you reasonably require access to during
the pendency of your Consulting Period (provided that such computer, documents
and files shall be returned to the Company following termination of the
Consulting Period), and (b) you may retain your current Blackberry device
(which need not be returned following termination of the Consulting Period;
provided that you agree to pay all related future expenses in connection with
your Blackberry device from and after the termination of the Consulting
Period).


 


4.                                      Amendment — This letter agreement shall be binding upon the
parties and may not be modified in any manner, except by an instrument in
writing of concurrent or subsequent date signed by duly authorized
representatives of the parties hereto. 
This letter agreement is binding upon and shall inure to the benefit of
the parties and their respective agents, assigns, heirs, executors, successors
and administrators.


 


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5.             No Waiver — No delay or omission by the
Company in exercising any right under this letter agreement shall operate as a
waiver of that or any other right.  A
waiver or consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any
right on any other occasion.


 


6.             Validity — Should any provision of this
letter agreement be declared or be determined by any court of competent
jurisdiction to be illegal or invalid, the validity of the remaining parts,
terms or provisions shall not be affected thereby and said illegal and/or
invalid part, term or provision shall be deemed not to be a part of this letter
agreement.


 


7.             Cooperation — You agree to cooperate
with the Company in the investigation, defense or prosecution of any claims or
actions now in existence or which may be brought in the future against or on
behalf of the Company.  Your cooperation
in connection with such claims or actions shall include, but not be limited to,
being available to meet with the Company’s counsel to prepare for discovery or
any mediation, arbitration, trial, administrative hearing or other proceeding
or to act as a witness when reasonably requested by the Company at mutually
agreeable times and at locations mutually convenient to you and the
Company.  The Company agrees to reimburse
you for your reasonably necessary and documented travel, food, and lodging
expenses incurred in connection with your compliance with this paragraph 7.


 


8.             Voluntary Assent — You affirm that no
other promises or agreements of any kind have been made to or with you by any
person or entity whatsoever to cause you to sign this letter agreement, and
that you fully understand the meaning and intent of this letter agreement.  You state and represent that you have
carefully read this letter agreement, understand the contents herein, freely
and voluntarily assent to all of the terms and conditions hereof, and sign your
name of your own free act.


 


9.             Applicable Law — This letter agreement
shall be interpreted and construed by the laws of the Commonwealth of
Massachusetts, without regard to conflict of laws provisions.  You and the Company hereby irrevocably submit
to and acknowledge and recognize the jurisdiction of the courts of the
Commonwealth of Massachusetts, or if appropriate, a federal court located in
Massachusetts (which courts, for purposes of this letter agreement, are the
only courts of competent jurisdiction), over any suit, action or other
proceeding arising out of, under or in connection with this letter agreement or
the subject matter hereof.


 


10.          Entire Agreement — This letter
agreement, including Attachment A, contains and constitutes the entire
understanding and agreement between the parties hereto with respect to your
separation from the Company and cancels all previous oral and written
negotiations, agreements, commitments and writings in connection
therewith.  Nothing in this paragraph,
however, shall modify, cancel or supersede your obligations set forth in
paragraph 2 herein.


 


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If
you have any questions about the matters covered in this letter agreement,
please call Jo-Ann Beltramello at 617-395-5115.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  MOMENTA
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jo-Ann Beltramello

  
	
   

  	
   

  	
  Name:

  	
  Jo-Ann
  Beltramello

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President, Human Resources

  



 


 


I
hereby agree to the terms and conditions set forth in this letter
agreement.  I intend that this letter
agreement become a binding agreement between me and the Company.


 


 


	
     /s/
  Steven Brugger

  	
   

  
	
  Employee
  Name: Steven B. Brugger

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  5
  November 2010

  	
   

  
			



 


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ATTACHMENT A


 


CONSULTING AGREEMENT


 


THIS
CONSULTING AGREEMENT (the “Agreement”) is entered into by Momenta
Pharmaceuticals, Inc. with its principal place of business at 675 West
Kendall Street, Cambridge, MA 02142 (the “Company”), and Steven B. Brugger, an
individual residing at 5 Brookwood Road, Lexington, MA 02420 (the “Consultant”).


 


WHEREAS,
the Company desires to retain the services of the Consultant and the Consultant
desires to perform certain services for the Company; and


 


WHEREAS,
the Consultant is in the business of providing such services and has agreed to
provide such services pursuant to the terms and conditions set forth in this
Agreement;


 


NOW,
THEREFORE in consideration of the mutual covenants and promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree as
follows:


 


1.        Services.  For the fees set forth in Section 3
below, the Consultant will provide consulting services to the Company, which
shall include services related to supporting certain of the Company’s ongoing
business activities, assisting in the transition of work performed prior to the
commencement of this Agreement, and providing such other services that may
reasonably be requested by the Company from time to time (the “Services”).  The Services shall be provided on such dates
and times as mutually agreed upon by the Company and Consultant.  The Consultant recognizes that the nature of
the services may require extended hours and travel for certain projects on
certain days and that such services may be required on short notice.  The Consultant agrees to use commercially
reasonable efforts in the performance of the Services and agrees to cooperate
with the Company’s personnel, not to interfere with the conduct of the Company’s
business and to observe all Company rules, regulations and security
requirements with respect to the safety and safeguarding of persons and property.


 


2.        Independent Contractor.  It is the express intention of the parties to
this Agreement that the Consultant is an independent contractor and not an
employee, agent, joint venturer or partner of the Company for any purposes
whatsoever.  The Consultant shall not be
entitled to any benefits that the Company may make available to employees from
time to time.  The Consultant shall be
solely responsible for all state and federal income taxes, unemployment
insurance and social security taxes and for maintaining adequate workers’
compensation insurance coverage for himself.


 


a.             Performance of Services.  The Consultant shall have the right to
control and determine the time, place, methods, manner and means of performing
the Services.  In performing the Services,
the amount of time devoted by the Consultant on any given day will be entirely
within the Consultant’s control, and the Company will rely on the Consultant to
put in the amount of time as is necessary to fulfill the requirements 


 


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of
this Agreement.  The Consultant will
provide all equipment and supplies required to perform the Services.


 


b.             Scope of Authority.  The Consultant is not authorized to transact
business, incur obligations, sell goods, receive payments, solicit orders or
assign or create any obligation of any kind, express or implied, on behalf of
the Company or any of the Company’s related or affiliated entities, or to bind
in any way whatsoever, or to make any promise, warranty or representation on
behalf of the Company or any of the Company’s related or affiliated entities
with respect to any matter, except as expressly authorized in a writing signed
by an authorized representative of the Company. 
The Consultant shall not use the Company’s trade names, trademarks,
service names or servicemarks without the prior approval of the Company.


 


c.             Federal Tax Return Filing.  The Consultant agrees to report income
received from the Company for consulting services under this Agreement
consistent with the reporting requirements of an independent contractor.  The Company shall file Form 1099 to
report the fees paid to the Consultant.


 


3.        Consulting Fees.  As full compensation for the consulting
services rendered under this Agreement, Company shall pay Consultant two
hundred seventy dollars ($270.00) per hour for consulting services actually
rendered hereunder.  The Consultant and
the Company shall agree upon the dates and times for the provision of
consulting services by the Consultant hereunder.


 


Company
will reimburse Consultant for all reasonable travel and other expenses incurred
by Consultant in rendering the consulting services when confirmed by
appropriate written expense statements and other supporting documentation,
provided that any individual expense greater than one thousand dollars
($1,000.00) shall be agreed upon in writing in advance by the Company.


 


Within
fifteen (15) days following the end of each calendar month, Consultant shall
invoice Company for any consulting services rendered during the prior month and
any expenses incurred during such calendar month in respect of this
Agreement.  Payments shall be due within
thirty (30) days from Company’s receipt of each invoice from Consultant.  Invoices should be sent to Momenta
Pharmaceuticals, Inc., 675 West Kendall Street, Cambridge, MA 02142,
Attention:  Accounts Payable.


 


4.        Term and Termination.  Unless extended by mutual written agreement
or sooner terminated as set forth below, the term of this agreement shall
commence on November 6, 2010
and end on June 30, 2011 (such period, the “Consulting Period”),


 


This
Agreement may be terminated in the following manner: (a) by either party,
at any time without cause, upon not less than thirty (30) days prior written
notice to the other party; (b) at any time upon the mutual written consent
of the parties hereto; or (c) if one party has materially breached this
Agreement, upon twenty-four (24) hours’ prior written notice delivered to the
breaching party.  In the event of
termination, the Consultant shall be entitled to payment for Services performed
and expenses paid or incurred prior to the 


 


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effective
date of termination.  Such payments shall
constitute full settlement of any and all claims of the Consultant of every
description against the Company.


 


5.        Confidential Information.


 


a.             The Consultant acknowledges that
his relationship with the Company is one of high trust and confidence and that
in the course of his service to the Company he will have access to and contact
with Confidential Information.  The
Consultant agrees that he will not, during the Consulting Period or at any time
thereafter, disclose to others, or use for his benefit or the benefit of
others, any Confidential Information.


 


b.             For purposes of this Agreement,
Confidential Information shall mean all
scientific, technical, trade or business information developed for or possessed
by the Company which is treated by the Company as confidential or proprietary,
including, without limitation, information pertaining to sugars, heparinases,
enzymes, reagents, glycoproteins, proteins, peptide mixtures, plasmas, vectors,
expression systems, cells, cell lines, antibodies, organisms, chemical
compounds, products, formulations, methodologies, algorithms, notation systems,
computer programs, computer security systems and processes, assay systems,
procedures, tests, data, documentation, reports, sources of supply, know-how,
patent positioning, business plans, research, manufacturing, commercialization,
marketing and any other confidential information about or belonging to Company’s
affiliates, suppliers, licensors, licensees, partners, collaborators or
prospective collaborators, customers and any other technical or business
information, whether prepared, conceived or developed by the Company or
received by the Company from an outside source, which is maintained in
confidence by the Company, or which might permit the Company or its customers
to obtain a competitive advantage over competitors.


 


c.             The Consultant’s obligations under
this Section shall not apply to Confidential Information which (i) was
known to Consultant at the time it was disclosed, other than by previous
disclosure by Company, as evidenced by Consultant’s written records at the time
of disclosure, (ii) is at the time of disclosure or later becomes publicly
known under circumstances involving no breach of this Agreement, or (iii) is
lawfully and in good faith made available to Consultant by a third party who
did not derive it, directly or indirectly, from Company.


 


6.        Remedies.  The Consultant acknowledges that any breach
of the provisions of Section 5 of this Agreement shall result in serious
and irreparable injury to the Company for which the Company cannot be
adequately compensated by monetary damages alone.  The Consultant agrees, therefore, that, in
addition to any other remedy it may have, the Company shall be entitled to
enforce the specific performance of this Agreement by the Consultant and to
seek both temporary and permanent injunctive relief (to the extent permitted by
law) without the necessity of proving actual damages or posting a bond.


 


7.        Other Agreements.  The Consultant hereby represents that his
performance of all the terms of this Agreement and the performance of the
Services as a consultant of the 


 


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Company
do not and will not breach any agreement or understanding with any third party
to which the Consultant is a party (including without limitation any
nondisclosure or non-competition agreement), and that the Consultant will not
disclose to the Company or induce the Company to use any confidential or
proprietary information or material belonging to any future, current or
previous employer or others.


 


The
Consultant further represents that, except as the Consultant has disclosed to
the Company, the Consultant is not bound by the terms of any agreement with any
third party to refrain from using or disclosing any trade secret or
confidential or proprietary information in the course of his consultancy with
the Company, or to refrain from competing, directly or indirectly, with the
business of such third party.


 


8.        Return of Company Property.  Upon termination of this Agreement or at any
other time upon request by the Company, the Consultant shall promptly deliver
to the Company all records, files, memoranda, notes, designs, data, reports,
price lists, customer lists, drawings, plans, computer programs, software,
software documentation, sketches, laboratory and research notebooks and other
documents (and all copies or reproductions of such materials) in his
possession, custody or control relating in any way to the business or
prospective business of the Company, though the Consultant may retain one copy
of the above for legal archival purposes.


 


9.        Non-Assignability of Contract.  This Agreement is personal to the Consultant
and the Consultant shall not have the right to assign any of his rights or
delegate any of his duties without the express written consent of the Company.  Any non-consented-to assignment or
delegation, whether express or implied or by operation of law, shall be void
and shall constitute a breach and a default by the Consultant.


 


10.    Notices.  All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the other party at the address
shown above, or at such other address or addresses as either party shall
designate to the other in accordance with this section.  Notices to the Company shall be addressed to
the attention of the Company’s Senior Vice President and General Counsel with a
copy to the attention of the Company’s President and Chief Executive Officer.


 


11.    Complete
Agreement.  This Agreement contains
the entire understanding between the parties respecting the subject matter of
this Agreement, and supersedes, replaces and takes precedence over any prior
understanding or oral or written agreement between the parties respecting the
subject matter of this Agreement.  There
are no representations, agreements, arrangements, nor understandings, oral or
written, between the parties relating to the subject matter of this Agreement
that are not fully expressed herein.


 


12.    Severability.  In the event any provision of this Agreement
shall be held invalid, the same shall not invalidate or otherwise affect in any
respect any other term or terms of this Agreement, which term or terms shall
remain in full force and effect.


 


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13.    Non-Waiver.  No delay or omission by the Company or
Consultant in exercising any right under this Agreement shall operate as a
waiver of that or any other right.  A
waiver or consent given by the Company or Consultant on any one occasion shall
be effective only in that instance and shall not be construed as a bar or
waiver of any right on any other occasion.


 


14.    Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Consultant.


 


15.    Counterparts.  This Agreement may be executed in two (2) signed
counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same instrument.


 


16.    Interpretation.  Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular forms of nouns and pronouns shall
include the plural, and vice versa.  The
captions of the sections of this Agreement are for convenience of reference
only and in no way define, limit or affect the scope or substance of any
section of this Agreement.


 


17.    Governing Law; Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the internal laws of the Commonwealth of
Massachusetts without giving effect to any choice or conflict of law provision
or rule (whether of the Commonwealth of Massachusetts or any other
jurisdiction) that would cause the application of laws of any jurisdictions
other than those of the Commonwealth of Massachusetts.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year set forth below.


 


	
  MOMENTA
  PHARMACEUTICALS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Jo-Ann Beltramello

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Vice
  President, Human Resources

  	
   

  
	
   

  	
   

  
	
  Date:
  November 5, 2010

  	
   

  
	
   

  	
   

  
	
  CONSULTANT:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Steven Brugger

  	
   

  
	
  Steven
  B. Brugger

  	
   

  
	
   

  	
   

  
	
  Date:
  November 5, 2010

  	
   

  



 


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