EX-10.4






EXHIBIT 10.4




THE MEDICINES COMPANY




Form of Restricted Stock Agreement

Granted Under 2009 Equity Inducement Plan




     THIS AGREEMENT made as of this                      day of                     , 2009, between The Medicines Company, a
Delaware corporation (the “Company”) and                                          (the “Participant”).



     In consideration of the Participant’s acceptance of employment with the Company and employment
services to be rendered by the Participant to the Company and for other valuable consideration, the
receipt and sufficiency of which is acknowledged and confirmed, the parties hereto agree as
follows:



     1. Issuance of Shares.



     The
Company shall issue to the Participant, subject to the terms and conditions set forth in
this Agreement and in the Company’s 2009 Equity Inducement Plan (the “Plan”),
                     
         
shares (the
“Shares”) of common stock, $0.001 par value, of the Company (“Common Stock”). The Shares are
issued effective as of the date set forth above in the name of the Participant and are initially
issued in book entry form only. Following the vesting of any Shares pursuant to Section 2 below,
the Company, if requested by the Participant, shall deliver (or shall instruct its transfer agent
to deliver) to the Participant a certificate representing the vested Shares. The Participant
agrees that the Shares shall be subject to vesting and forfeiture set forth in Section 2 of this
Agreement and the restrictions on transfer set forth in Section 3 of this Agreement.



     2. Vesting.



          (a) The Shares are subject to vesting in annual increments of 25% per year (the “Vesting
Requirements”). 25% of the Shares shall vest on                                         , 2010 (the “Initial Vesting Date”) as
long as the Participant is employed by the Company on such date. The remaining 75% of the Shares
shall vest in equal 25% increments on each anniversary of the Initial Vesting Date (each, a
“Subsequent Vesting Date”) as long as the Participant is employed by the Company on each such
Subsequent Vesting Date.




          (b) In the event that the Participant ceases to be employed by the Company for any reason or
no reason, with or without cause, prior to                                         , 2013, all of the Unvested Shares (as
defined below) as of the time of such employment termination shall be forfeited immediately and
automatically to the Company, without the payment of any consideration to the Participant,
effective as of immediately following such termination of employment.




     “Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage (as
defined below) at the time the Participant ceases to be employed by the Company.



 









 





     “Applicable Percentage” shall be 100% prior to the Initial Vesting Date, and shall be reduced
by 25% on the Initial Vesting Date and on each Subsequent Vesting Date. The Applicable Percentage
shall be zero on or after                                         , 2013.



          (c) After the time at which any Shares are forfeited pursuant to subsection (b) above, the
Company shall not pay any dividend to the Participant on account of such Shares or permit the
Participant to exercise any of the privileges or rights of a stockholder with respect to such
Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Shares.




          (d) If the Participant is employed by a parent or subsidiary of the Company, any references in
this Agreement to employment with the Company or termination of employment by or with the Company
shall instead be deemed to refer to such parent or subsidiary.




     3. Restrictions on Transfer. The Participant shall not sell, assign, transfer,
pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”) any Unvested Shares, or any interest therein, except that the Participant may transfer
such Shares (i) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings,
grandchildren and any other relatives approved by the Board of Directors (collectively, “Approved
Relatives”) or to a trust established solely for the benefit of the Participant and/or Approved
Relatives, provided that such Shares shall remain subject to this Agreement (including
without limitation the restrictions on transfer set forth in this Section 3) and such permitted
transferee shall, as a condition to such transfer, deliver to the Company a written instrument
confirming that such transferee shall be bound by all of the terms and conditions of this Agreement
or (ii) as part of the sale of all or substantially all of the shares of capital stock of the
Company (including pursuant to a merger or consolidation), provided that, in accordance
with the Plan, the securities or other property received by the Participant in connection with such
transaction shall remain subject to this Agreement.



     4. Restrictive Legends.



     The book entry account reflecting the issuance of the Shares in the name of the Participant
shall bear a legend or other notation upon substantially the following terms:




“These shares of stock are subject to forfeiture and restrictions on
transfer set forth in a certain Restricted Stock Agreement between
the corporation and the registered owner of these shares (or his
predecessor in interest), and such Agreement is available for
inspection without charge at the office of the Secretary of the
corporation.”



     5. Provisions of the Plan.



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




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          (b) As provided in the Plan, upon the occurrence of a Reorganization Event (as defined in the
Plan), the rights of the Company hereunder shall inure to the benefit of the Company’s successor
and shall apply to the cash, securities or other property which the Shares were converted into or
exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as
they applied to the Shares under this Agreement. If, in connection with a Reorganization Event, a
portion of the cash, securities and/or other property received upon the
conversion or exchange of the Shares is to be placed into escrow to secure indemnification or
other obligations, the mix between the vested and unvested portion of such cash, securities and/or
other property that is placed into escrow shall be the same as the mix between the vested and
unvested portion of such cash, securities and/or other property that is not subject to escrow.




     6. Withholding Taxes; Section 83(b) Election.



          (a) The Participant acknowledges and agrees that the Company has the right to deduct from
payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to the vesting of the Unvested Shares. The Participant
shall satisfy such tax withholding obligations by transferring to the Company, on each date on
which Unvested Shares vest under this Agreement, such number of Unvested Shares that vest on such
date as have a fair market value (calculated using the last reported sale price of the common stock
of the Company on the NASDAQ Global Market on such vesting date or, if such vesting date is not a
trading day, on the trading date immediately prior to such vesting date) equal to the amount of the
Company’s tax withholding obligation in connection with the vesting of such Unvested Shares. Such
delivery of Unvested Shares to the Company shall be deemed to happen automatically, without any
action required on the part of the Participant, and the Company is hereby authorized to take such
actions as are necessary to effect such delivery.




          (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions contemplated by this
Agreement. The Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Participant understands that the
Participant (and not the Company) shall be responsible for the Participant’s own tax liability that
may arise as a result of this investment or the transactions contemplated by this Agreement. The
Participant acknowledges that he or she has been informed of the availability of making an election
under Section 83(b) of the Internal Revenue Code, as amended, with respect to the issuance of the
Shares and that the Participant has agreed not to file a Section 83(b) election.




     7. Miscellaneous.



          (a) No Rights to Employment. The Participant acknowledges and agrees that the vesting
of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at
the will of the Company (not through the act of being hired or purchasing Shares hereunder). The
Participant further acknowledges and agrees that the transactions contemplated hereunder and the
Vesting Requirements set forth herein do not constitute an express or implied promise of continued
engagement as an employee for the vesting period, for any period, or at all.




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          (b) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.




          (c) Waiver. Any provision for the benefit of the Company contained in this Agreement
may be waived, either generally or in any particular instance, by the Board of Directors of the
Company.




          (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Company and the Participant and their respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the restrictions on transfer set forth in
Section 3 of this Agreement.




          (e) Notice. All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery, facsimile delivery or delivery by overnight
courier, addressed to the other party hereto at the address shown beneath his or its respective
signature to this Agreement, or at such other address or addresses as either party shall designate
to the other in accordance with this Section 7(e).




          (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.




          (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties, and supersedes all prior agreements and understandings, relating to the
subject matter of this Agreement.




          (h) Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Participant.




          (i) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable
conflicts of laws.




          (j) Participant’s Acknowledgments. The Participant acknowledges that he or she: (i)
has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution
of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to
seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully
aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of
Wilmer Cutler Pickering Hale and Dorr, LLP, is acting as counsel to the Company in connection with
the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	THE MEDICINES COMPANY	 	 
	 
	 	 	 	 	 	 
	     

	 	By:

Name:
	 	     
 

	 	     
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT	 	 
	 
	 
	 
	 	 	 	 	 	 
	     	 	 	 	     
	 

	 	Name	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 







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