Exhibit 10.25


 


November 29th 2004


 


John Kelley


14
Green Hill Road,


Chester, New Jersey 07930


 


Dear John,


 


It is
my pleasure to submit to you this revised offer of employment with The
Medicines Company (the “Company”) as President and Chief Operating Officer
reporting to me.   Everyone with whom you’ve met is enthusiastic
about your joining us and I firmly believe that your background,
qualifications, management and leadership credentials will strongly contribute
to our business. We appreciate the commitment you have shown by adjusting your
start date to December 1st 2004,
and we recognize that you need to honor certain personal and/or professional
commitments for travel during December/January.


 


On
behalf of the Company, I have set forth below the terms of your employment.
This offer letter supersedes and cancels all prior oral and written
negotiations, agreements and commitments.


 


•                  You are being
employed to serve on a full-time basis as President and Chief Operating
Officer.


 


•                  Your salary
shall be $13,125 per pay period
(semi-monthly) (annualized rate of $315,000.00).


 


•                  You will receive
a payment of $20,000, as a “one-time” sign-on payment, such payment to be made
in the first pay-period after your commencement.


 





















 


•                  You will be
granted options to purchase 225,000
shares of Common Stock of the Company at an exercise price to be determined by
the closing price of the stock on the date of grant – this is expected to be
your first day of employment.


 


•                  Based on your
meeting company and personal performance goals, and at the sole discretion of
the Board of Directors, your target bonus is 50%.
 Generally this level of bonus would be
anticipated if you meet all of the goals set for you and if the Company meets
all of its annual business goals. To begin, your individual goals would be set
in two steps. First, a set of “90-day objectives” which we
will discuss and agree on during the first days of your employment.  Second, a set of “2005 annual goals” which we can agree after
consideration during the first 90-days of employment. Both sets of goals
will take into account the overall Company goals. In subsequent years, we
anticipate annual appraisal of the Company’s and of your performance at the end
of each calendar year with goal-setting just before the beginning of each
calendar year. We believe this should be a collaborative process. At this level
of employment, we find that dialogue with the Board of Directors as well as
with the Chief Executive Officer is very useful for performance management.


 


•                  You will be
entitled to participate in any and all benefit and bonus programs that the
Company establishes and makes available to its employees from time to time,
including but not limited to, health insurance, life insurance and disability
insurance, to the extent you meet all eligibility requirements for
participation.


 


•                  You will be
entitled to four weeks weeks of paid
vacation per calendar year.


 


•                  You will be
required to execute two agreements: 1) Invention and Non-disclosure Agreement
and 2) Non-Competition and Non-Solicitation Agreement. Forms that we have used
in the past are enclosed with this letter.


 





















 


Your
employment with the Company will be “at will,” which means that both the
Company and you have the right to terminate the employment at any time for any
reason.


 


The
Company may also terminate your employment for “Cause” (as defined on Appendix 1
attached hereto).  If the Company
terminates your employment for Cause, or if you voluntarily terminate your
employment without Good Reason (as defined on Appendix 1 attached hereto), the
Company will pay you your base salary through the date of termination and all
other amounts required by law and the Company shall then have no further
obligation to you.


 


If the
Company terminates your employment other than for Cause or if a “Termination
Event”  (as defined on Appendix 1 attached
hereto) occurs, or if you terminate your employment for Good Reason, you will
be entitled to receive (i) on the effective date of the termination of your
employment, the equivalent of twelve months’ base salary plus a bonus payment
equivalent to the average of the past three years’ (annualized if not full
year) bonus (in a lump sum less applicable deductions), and (ii) for a period
of twelve months after the effective date of the termination of your
employment, reimbursement of COBRA health care premiums and outplacement
assistance of your choosing.  In
addition, if the Company terminates your employment other than for Cause, or if
you voluntarily terminate your employment for Good Reason, your right to
continue to vest in and exercise any stock option grants previously received
will be extended for twelve months beyond the dates outlined in the respective stock
option agreements.


 


Please
understand that this is an offer letter and is not a contract of employment for
a particular duration or period.


 


This offer is contingent
upon your successful completion of the Company’s preliminary drug screen,
satisfactory references and successful completion of all other facets of the
Company’s pre-employment screening process. 



 





















 


Also, as a condition of
employment you are to present proof of your identity and your eligibility to
work in the United States, as required by United States Immigration and
Naturalization.


 


As an employee,
you will be required to abide by the rules and regulations of the Company.  You should also recognize that either you or
the Company may terminate your employment at any time and for any reason, other
than those specifically prohibited by law.


 


By
accepting this offer, you confirm that your work for us in the position offered
will not violate any non-competition or other agreement with other employers
and that you will not violate any obligation not to use or disclose
confidential information obtained from other employers.


 


If
this letter sets forth the terms under which you will be initially employed by
the Company, would you please so indicate by signing the enclosed copy of this
letter in the space provided below.


 


I have
enclosed two copies of this offer letter. 
Please sign and return one of the copies to indicate your acceptance and
your agreement with the terms stated in this letter.


 


Very
truly yours,


 


	
  /s/
  Clive Meanwell

  	
   

  
	
   

  
	
  Clive
  Meanwell

  
	
  Chairman,
  President and Chief Executive Officer

  



 


The
foregoing correctly sets forth the terms of my employment by The Medicines
Company.


 


	
  /s/
  John Kelley

  	
   

  
	
  John
  Kelley

  



 





















 


APPENDIX 1


 


DEFINED TERMS


 


1.                                       “Cause”
shall mean (i) conviction of any felony or any crime involving moral turpitude
or dishonesty; (ii) participation in a fraud or act of dishonesty against the
Company (or, if applicable, a successor corporation to the Company); (iii)
willful and material breach of the Company’s policies (or, if applicable, a
successor corporation to the Company); (iv) intentional and material damage to the
Company’s property (or, if applicable, a successor corporation to the Company);
or (v) material breach of the employee’s confidentiality obligations or duties
under the employee’s non-disclosure, non-competition or other similar agreement
with the Company (or, if applicable, a successor corporation to the Company).


 


2.                                       “Change
in Control Event” shall mean:


 


(i)                                     any
sale or transfer of all or substantially all of the assets of the Company to
another corporation or entity, any merger, consolidation or reorganization of
the Company into or with another corporation or entity, with the result that,
upon conclusion of the transaction, the voting securities of the Company
immediately prior thereto do not represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the continuing or
surviving entity of such consolidation, merger or reorganization; or


 


(ii)                                  a disclosure that any person (as the term “person” is used
in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other
than (A) the Company or (B) any corporation owned 


 





















 


directly or indirectly by the stockholders of the
Company in substantially the same proportion as their ownership of stock of the
Company, becomes the beneficial owner as the term “beneficial owner” is defined
under Rule 13d-3 or any successor rule or regulation thereto under the
Exchange Act) of securities representing 30% or more of the combined voting
power of the then outstanding voting securities of the Company; or


 


(iii)                               such time as individuals
who as of the date hereof constitute the Board of Directors of the Company, and
any new director (other than a director designated by a person who has entered
into an agreement with the Company to effect any transaction described in
clause (i) or (ii) of this section) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then still in office who were either
directors at the beginning of the period or whose election or whose nomination
for election was previously so approved, cease for any reason to constitute a
majority of the Board of Directors; or


 


(iv)                              the liquidation or dissolution of the Company.


 


3.               “Termination
Event” shall mean the termination of the employee’s employment on or prior to
the first anniversary of the date of the consummation of a Change in Control
Event (i) by the Company or an acquiring or succeeding corporation without
Cause; or (ii) by the employee upon written notice given promptly after the
Company’s or an acquiring or succeeding corporation’s taking of any of the
following actions, which actions shall not have been cured within a 30-day
period following such notice: (A) the principal place of the performance of the
employee’s responsibilities (the “Principal Location”) is changed to a location
outside of a 30 mile radius from the Principal Location; (B) there is a
material reduction in the 


 





















 


employee’s responsibilities without Cause; (C) there
is a material reduction in the employee’s salary;  or (D) there is a significant diminution in
the scope of the employee’s responsibilities without the employee’s agreement
(excluding increases in responsibility and sideways moves to jobs with similar
descriptions.


 


4.               “Good Reason” shall mean the Company’s
or an acquiring or succeeding corporation’s taking of any of the following
actions, which actions shall not have been cured within a 30-day period
following written notice by the employee: (A) the Principal Location is changed
to a location outside of a 30 mile radius from the Principal Location on the
employee’s start date of employment with the Company; (B) there is a material
reduction in the employee’s responsibilities without Cause; (C) there is a
material reduction in the employee’s salary, benefits, bonus eligibility, or
equity eligibility;  (D) there is a
significant diminution in the scope of the employee’s responsibilities without
the employee’s agreement (excluding increases in responsibility and sideways
moves to jobs with similar descriptions); (E) the employee shall no longer
report to the chief executive officer of the Company; or (F) there is a
material breach of the Company’s obligations to the employee.