EX-10.3






EXHIBIT 10.3




THE MEDICINES COMPANY




Form of Non-statutory Stock Option Agreement for Employees in Italy

Granted Under Under 2009 Equity Inducement Plan




1. Grant of Option.




     (a) This agreement evidences the grant by The Medicines Company, a Delaware corporation
(“MDCO”), on                                         , 2009 (the “Grant Date”) to                                
         , an employee of The Medicines
Company (Italy) S.r.l. (the “Participant”), of an option to purchase, in whole or in part, on the
terms provided herein and in MDCO’s 2009 Equity Inducement Plan (the “Plan”), a total of                                         
shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of MDCO 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. As used in this option, the term “Company”
shall include MDCO and any of its existing and future subsidiaries.



2. Vesting Schedule.




     (a) Options to purchase    
                 
Shares will become exercisable (“vest”) on             
                     
       ,
2010. The remaining options will vest in equal monthly installments in arrears over the three-year
period commencing on                    
                     ,
2010. 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 communicated to
MDCO in a manner provided by the Company’s Insider Trading Policy, and payment in full through the
services of a broker utilizing a cashless exercise process. 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 of, or consultant or advisor to, the Company (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) below, the right to
exercise this option shall terminate three 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.



     (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, 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.



4. Withholding.




     No Shares will be issued pursuant to the exercise of this option unless and until the
Participant pays to MDCO, or makes provision satisfactory to MDCO for payment of, any federal,
state, social security 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 MDCO.



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.



     IN WITNESS WHEREOF, MDCO 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: [Same date as grant]

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	     
	 

	 	Title:	 	 	 	 






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 MDCO’s 2009 Equity
Inducement Plan.



	 	 	 	 	 	 	 	 	 
	 	 	PARTICIPANT:	 	 
	 
	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	     
	 

	 	Name:
	 	     
 

	 	     	 	 






	 	 	 	 	 	 	 
	     

	 	Date:
	 	     
 

	 	     
	 
	 	 	 	 	 	 
	 

	 	Address: