Exhibit 10.1


 


AMAG PHARMACEUTICALS, INC.


 


Amended and Restated
Non-Employee Director Compensation Policy


 


The Board of
Directors of AMAG Pharmaceuticals, Inc. (the “Company”) has approved the
following policy which establishes compensation to be paid to non-employee
directors of the Company, effective May 5, 2009, which policy amends and
restates in its entirety the policy previously amended and restated on February 25,
2009 and effective as of December 19, 2008, to provide an inducement to
obtain and retain the services of qualified persons to serve as members of the
Company’s Board of Directors.  Each such
director will receive as compensation for his or her services stock option
grants and cash compensation, all as further set forth herein.


 


Applicable Persons


 


This Policy shall
apply to each director of the Company who is not an employee of the Company or
any Affiliate (each, an “Outside Director”). 
Affiliate shall mean a corporation which is a direct or indirect parent
or subsidiary of the Company, as determined pursuant to Section 424 of the
Internal Revenue Code of 1986, as amended.


 


Stock Option Grants


 


Option Grant Upon Initial Appointment or Election as a
Director


 


Commencing May 5, 2009, each new Outside
Director, on the date of his or her initial appointment or election to the
Board of Directors, shall be granted a non-qualified stock option to purchase
10,000 shares of the Company’s common stock pursuant to the Company’s Amended
and Restated 2007 Equity Incentive Plan (the “Stock Plan”), subject to
automatic adjustment in the event of any stock split or other recapitalization
affecting the Company’s common stock. 
Such option shall vest in four equal annual
installments during the term beginning on the first anniversary of his or her
election to the Board,
provided such Outside Director continues to serve as a member of the Board of
Directors.


 


Annual Option Grant


 


Commencing in May 2010, each Outside Director,
other than the Chairman, shall be granted annually at the first meeting of the
Board of Directors following the Annual Meeting of Stockholders, a
non-qualified stock option to purchase 5,000 shares of the Company’s common
stock pursuant to the Stock Plan, subject to automatic adjustment in the event
of any stock split or other recapitalization affecting the Company’s common
stock.  Notwithstanding the foregoing,
the May 2010 annual grant to each Outside Director, other than the Chairman,
shall be pro-rated to reflect the number of quarters of continuous Board service
performed by each such Outside Director since the last annual grant to such
Outside Director.  The foregoing
options will vest in twelve equal monthly installments beginning on the first
day of the first full month following the Annual Meeting of Stockholders and
continuing on the first day of each of the following eleven months thereafter, so long as the Outside Director continues
to serve as a member of the Board of Directors.


 

















 


Commencing in May 2010,
the Chairman, provided that he or she is also an Outside Director, shall be granted
annually at the first meeting of the Board of Directors following the Annual
Meeting of Stockholders, a non-qualified stock option to purchase 10,000 shares
of the Company’s common stock pursuant to the Stock Plan, subject to automatic
adjustment in the event of any stock split or other recapitalization affecting
the Company’s common stock. 
Notwithstanding the foregoing, the May 2010 annual grant to the Chairman
shall be pro-rated to reflect the number of quarters of his continuous Board service
since the last annual grant to such Outside Director.  The foregoing options will
vest in twelve equal monthly installments beginning on the first day of the
first full month following the Annual Meeting of Stockholders and continuing on
the first day of each of the following eleven months thereafter, so long as the Chairman continues to
serve as a member of the Board of Directors.


 


Each newly-appointed
Outside Director joining the Board of Directors subsequent to the Annual
Meeting of Stockholders shall be granted on the date on which he or she joins
the Board of Directors, as his or her annual grant, a non-qualified stock
option to purchase 5,000 shares if he or she joins the Board of Directors
during the same calendar quarter as the Annual Meeting of Stockholders, 3,750
shares if he or she joins the Board of Directors in the first calendar quarter
following the quarter in which the Annual Meeting of Stockholders is held,
2,500 shares if he or she joins the Board of Directors in the second calendar
quarter following the quarter in which the Annual Meeting of Stockholders is
held and 1,250 shares if he or she joins the Board of Directors in the third
calendar quarter following the quarter in which the Annual Meeting of
Stockholders held.  The foregoing
options will vest in equal monthly installments beginning on the first day of
the first full month following the appointment or election of the
newly-appointed Outside Director to the Board of Directors and continuing on
the first day of each month thereafter through the first day of the month in
which the next Annual Meeting of Stockholders is to be held, so long as the newly-appointed Outside
Director continues to serve as a member of the Board of Directors.


 


Exercise Price and Term
of Options


 


Each option granted to an
Outside Director shall have an exercise price per share equal to the fair
market value of the common stock of the Company on the date of grant of the
option (as determined by the Board of Directors in accordance with the Stock
Plan), have a term of ten years and shall be subject to the terms and
conditions of the Stock Plan.  Each such
option grant shall be evidenced by the issuance of the Company’s form
non-qualified stock option agreement.


 


Early Termination
of Options Upon Termination of Service


 


If an Outside Director
ceases to be a member of the Board of Directors for any reason, any then vested
and unexercised options granted to such Outside Director may be exercised by
the director (or, in the case of the director’s death or disability, by the director’s
personal representative, or the director’s survivors) within twelve months
after the date the director ceases to be a member of the Board of Directors and
in no event later than the expiration date of the option.


 


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Retainer
Fees


 


Each Outside Director, other than the Chairman, will receive an
aggregate annual retainer fee of $30,000, payable in four equal quarterly
installments. The Chairman, provided that he or she is also an Outside
Director, will receive an aggregate annual retainer fee of $60,000, payable in
four equal annual installments.  Each
member of each of the Company’s Audit, Compensation, and Nominating and
Corporate Governance Committees, other than the Chairman, will be paid an additional
aggregate annual retainer fee of $5,000, payable in four equal quarterly
installments.  The Chairman of each of
the Audit, Compensation, and Nominating and Corporate Governance Committees
will receive an additional aggregate annual retainer fee of $10,000, payable in
four equal quarterly installments.


 


Expenses


 


Upon presentation of
documentation of such expenses reasonably satisfactory to the Company, each
Outside Director shall be reimbursed for his or her reasonable out-of-pocket
business expenses incurred in connection with attending meetings of the Board
of Directors, Committees thereof or in connection with other Board related
business.


 


Amendments


 


The Board of Directors
shall review this Policy from time to time to assess whether any amendments in
the type and amount of compensation provided herein should be adjusted in order
to fulfill the objectives of this Policy.


 


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