Exhibit 10.2


 





 


Stock Option Grant


 


1.                                       Grant of Option


 


AMAG
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby
grants to [Name of
Recipient] (the “Recipient”), an option to purchase [Number] shares of Common Stock, $.01 par value per share,
of the Company as hereinafter set forth (the “Option”), pursuant and subject to
the terms and provisions of the Company’s Amended and Restated 2007 Equity
Incentive Plan (the “Plan”).  The date of
grant of this Option is [Date].


 


All terms which are defined in the Plan shall have
the same meanings herein.


 


2.                                       Vesting of
Option


 


This Option shall be exercisable in cumulative monthly
installments on each of the following dates, as follows:


 


	
  Date Exercisable

  	
   

  	
  Number
  of Shares Exercisable

  
	
   

  	
   

  	
   

  
	
  On
  date of grant

  	
   

  	
  - 0-

  
	
   

  	
   

  	
   

  
	
  On
  June 1, 20XX

  	
   

  	
  [1/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  July 1, 20XX

  	
   

  	
  [2/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  August 1, 20XX

  	
   

  	
  [3/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  September 1, 20XX

  	
   

  	
  [4/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  October 1, 20XX

  	
   

  	
  [5/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  November 1, 20XX

  	
   

  	
  [6/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  December 1, 20XX

  	
   

  	
  [7/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  January 1, 20XX

  	
   

  	
  [8/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  February 1, 20XX

  	
   

  	
  [9/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  March 1, 20XX

  	
   

  	
  [10/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  April 1, 20XX

  	
   

  	
  [11/12 of [Number]]

  
	
   

  	
   

  	
   

  
	
  On
  May 1, 20XX

  	
   

  	
  [Number]

  



 


	
  Stock Option Agreement

  	
  Confidential Document

  



 


100 Hayden Avenue,
Lexington, MA 02421  02140   Tel: 
(617) 498-3300  Fax: (617)
499-3362


 


1

















 


AMAG
Pharmaceuticals, Inc.


 


No
additional shares shall vest and become exercisable between each of the vesting
dates set forth above.


 


3.                                       Term of Option


 


Unless terminated earlier as provided in Section 6
below, this Option shall terminate in ten (10) years on [Date].


 


4.                                       Exercise Price


 


The exercise price of this Option shall be [                
($      )]
per share.


 


5.                                       Exercise and
Payment


 


(a)                                  Method of Payment.    This Option shall be exercisable by
delivery to the Company of written notice of exercise, specifying the number of
shares for which this Option is being exercised (subject to Section 2
hereof), together with (i) payment to the Company for the total exercise
price thereof in cash, by check, (ii) subject to the Company’s approval,
by Common Stock of the Company already owned by the Recipient, (iii) delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to
deliver promptly to the Company sufficient funds to pay the exercise price, (iv) delivery
by the Recipient to the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price, or (v) by some combination thereof;
provided that methods (iii) and (iv) shall only be permissible if the
Company’s Common Stock is listed on the Nasdaq Global Market or other national
securities exchange at such time.


 


(b)                                 Valuation of Shares Tendered
in Payment of Purchase Price.    For the purposes hereof, the fair market
value of any share of the Company’s Common Stock which may be delivered to the
Company in exercise of this Option shall be determined in good faith by the
Board of Directors of the Company, or, in the absence of such determination,
shall be equal to the closing price of a share of the Company’s Common Stock as
reported on the Nasdaq Global Market (or other national securities exchange or
automated marketplace upon which the Company’s Common Stock is then traded) on
the date of exercise of this Option.


 


(c)                                  Delivery of Shares Tendered
in Payment of Purchase Price.    If the Company permits the Recipient to
exercise Options by delivery of shares of Common Stock of the Company, the
certificate or certificates representing the shares of Common Stock of the
Company to be delivered shall be duly executed in blank by the Recipient or
shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the 


 


2

















 


Company.  Fractional shares of Common Stock of the
Company will not be accepted in payment of the purchase price of shares
acquired upon exercise of this Option.


 


6.                                       Effect of
Termination of Employment,
Board Membership, or Service Provision or Death


 


                                                This Option
shall not be assignable or transferable either voluntarily or by operation of
law, except as set forth in this Section 6.  Notwithstanding the foregoing, an Option may
be transferred pursuant to a domestic relations order.  Further, notwithstanding the foregoing, the
Recipient may, by delivering written notice to the Company, in a form provided
by or otherwise satisfactory to the Company, designate a third party who, in
the event of the death of the Recipient, shall thereafter be the beneficiary of
an Option with the right to exercise the Option and receive the Common Stock or
other consideration resulting from an Option exercise.


 


In
the event the Recipient during his or her lifetime ceases to be an employee,
member of the Board of Directors, or other service provider of the Company or
of any subsidiary for any reason, other than death or disability, any
unexercised portion of this Option which was otherwise exercisable on the date
of termination of Recipient’s employment, Board membership or other service, as
the case may be, shall expire unless exercised within one (1) year of that
date, but in no event after the expiration of the term hereof.


 


In
the event of termination of employment, Board membership, or service in any
other capacity because of the death or disability of the Recipient (i) while
an employee, Board member, or service provider of the Company or any
subsidiary, or (ii) during the three-month period following termination of
his or her employment, status as a director, or status as a service provider
for any reason other than death or disability, this Option shall be exercisable
for the number of shares otherwise exercisable on the date of death, disability
or termination, by the Recipient or his or her personal representatives, heirs
or legatees, as the case may be, at any time prior to the expiration of one (1) year
from the date of the death or disability of the Recipient, but in no event
after the expiration of the term hereof.


 


Notwithstanding
the foregoing, if the Recipient, prior to the termination date of this
Option,  (i) violates any provision
of any employment agreement or any confidentiality or other agreement between
the Recipient and the Company, (ii) commits any felony or any crime
involving fraud, dishonesty or moral turpitude under the laws of the United
States or any state thereof, (iii) attempts to commit, or participate in,
a fraud or act of dishonesty against the Company, or (iv) commits gross
misconduct, the right to exercise this Option shall terminate immediately upon
written notice to the Recipient from the Company describing such violation or
act.


 


3

















 


7.                                       Employment, Board Membership or Service


 


Nothing
contained in this Option or in the Plan shall be construed as giving the Recipient any right to be retained in the employ, board membership, or
service of the Company or any of its subsidiaries.


 


8.                                       Withholding
Taxes


 


The
Recipient acknowledges
and agrees that the Company has the right to deduct from payments of any kind
otherwise due to the Recipient any federal,
state or local taxes of any kind required by law to be withheld with respect to
exercise of this Option.


 


9.                                       Plan Provisions


 


Except as otherwise expressly provided herein, this Option and the
rights of the Recipient hereunder
shall be subject to and governed by the terms and provisions of the Plan,
including without limitation the provisions of Section 4 thereof.


 


10.                                 Recipient
Representation; Stock Certificate Legend


 


The
Recipient hereby represents that he or she has received and read the Prospectus
filed with the Securities and Exchange Commission as a part of the Registration
Statement on Form S-8, which registered the shares under the Plan.


 


If
the Recipient is an “affiliate” of the Company (as defined in Rule 144
promulgated under the Securities Act of 1933), all stock certificates
representing shares of Common Stock issued to such Recipient pursuant to this
Option shall have affixed thereto legends substantially in the following form:


 


“The
shares represented by this certificate may be deemed to be held by an “affiliate”
as defined by the Securities Act of 1933, as amended (the “Act”) and may not be
sold, transferred or assigned unless such sale is pursuant to an effective
registration statement under the Act or an opinion of counsel, satisfactory to
the corporation, is obtained to the effect that such sale, transfer or
assignment is exempt from the registration requirements of the Act.”


 


11.                                 Notice


 


Any
notice required to be given under the terms of this Option shall be properly
addressed as follows:  to the Company at
its principal executive offices, and to the Recipient at his or her address set
forth below, or at such other address as either of such parties may hereafter
designate in writing to the other.


 


12.                                 Non-Qualified Stock Option


 


It
is understood that this Option is not intended to qualify as an “incentive
stock option” as defined in Section 422 of the Internal Revenue Code.


 


4

















 


13.                                 Enforceability


 


This
Option shall be binding upon the Recipient, his or her estate, and his
or her personal representatives and beneficiaries.


 


14.                                 Effective Date


 


The
effective date of this Option is [Date].


 


[Remainder of page intentionally left blank.]


 


5

















 


 


IN
WITNESS WHEREOF, this Option has been executed by a duly authorized officer of
the Company as of the effective date.


 


	
   

  	
   

  	
  AMAG
  Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  David
  A. Arkowitz

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Recipient’s Acceptance:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  undersigned hereby accepts this Option and agrees to the terms and provisions
  set forth in this Option and in the Plan (a copy of which has been delivered
  to him/her).

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature
  of Recipient)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print
  Name of Recipient)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


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