Exhibit 10.22


 


THE MEDICINES COMPANY


 


Nonstatutory Stock Option Agreement


Under 2004 Stock Incentive Plan


 


1.                                       Grant
of Option.  


 


(a)                                  This
agreement evidences the grant by The Medicines Company, a Delaware corporation
(the “Company”), on          , 200   
(the “Grant Date”) to                            ,
a                            
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 2004 Stock Incentive
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.


 


2.                                       Vesting
Schedule.


 


(a)                                  This
option will become exercisable (“vest”) in                                           .  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.  


 


3.                                       Exercise
of Option.


 


(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 the Participant, at the time he or she exercises this
option, is, and has been at all times since the date of grant of this option,
an employee, officer or director of, or consultant or advisor to, the Company
or any parent or subsidiary of the Company as defined in Section 424(e) or
(f) of the Code (an “Eligible Participant”).


 


(c)                                  Termination
of Relationship with the Company.  If
the Participant ceases to be an Eligible Participant for any reason, then,
except as provided in paragraphs (d) and (e) below, the right to exercise this
option shall terminate         months
after such cessation (but in no event after the Final Exercise Date), provided
that this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of such cessation.  Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition or
confidentiality provisions of any employment contract, confidentiality and
nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such violation.


 


(d)                                 Exercise
Period Upon Death or Disability.  If
the Participant dies or becomes disabled (within the meaning of Section 22(e)(3)
of the Code) prior to the Final Exercise Date while he or she is an Eligible
Participant and the Company has not terminated such relationship for “cause” as
specified in paragraph (e) below, this option shall be exercisable for a period
of one year following the date of death or disability of the Participant, provided
that this option shall be exercisable only to the extent that this
option was exercisable by the Participant on the date of his or her death or
disability, and further provided that this option shall not be exercisable
after the Final Exercise Date.


 


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(e)                                  Discharge
for Cause.  If the Participant, prior
to the Final Exercise Date, is discharged by the Company for Cause, the right
to exercise this option shall terminate immediately upon the effective date of
such discharge.  “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, the policies of a successor corporation to the Company);
(iv) intentional and material damage to the Company’s property (or, if
applicable, the property of a successor corporation to the Company); or (v)
material breach of such Participant’s non-disclosure, non-competition or other
similar agreement with the Company (or, if applicable, a successor corporation
to the Company). 


 


4.                                       Withholding.


 


No
Shares will be issued pursuant to the exercise of this option unless and until
the Participant pays to the Company, or makes provision satisfactory to the
Company for payment of, any federal, state or local withholding taxes required
by law to be withheld in respect of this option.


 


5.                                       Non-transferability
of Option.


 


This
option may not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law, except by will
or the laws of descent and distribution and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.  Notwithstanding the foregoing, a Participant
may transfer this option by means of a gift to a family member (as such term is
defined in General Instruction A to Form S-8, as may be amended from time to
time) of such Participant, provided that prior written notice of such gift is
provided to the Company.


 


6.                                       Provisions
of the Plan.  


 


This
option is subject to the provisions of the Plan, a copy of which is furnished
to the Participant with this option.  


 


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IN
WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. 
This option shall take effect as a sealed instrument.  


 


	
   

  	
  The Medicines
  Company

  
	
   

  	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven Koehler

  
	
   

  	
  Title:

  	
  CFO

  
							



 


 


PARTICIPANT’S ACCEPTANCE


 


The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.  The undersigned
hereby acknowledges receipt of a copy of the Company’s 2004 Stock Incentive
Plan Prospectus.


 


	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


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