Exhibit 10.26


August
17, 2006




[Name]

[Title]

The Medicines Company

8 Campus Drive

Parsippany, NJ 07054


Dear
[Name]:


This letter agreement amends and restates in its entirety the letter
agreement between you and The Medicines Company (the “Company”) dated December
21, 2005 regarding the subject matter hereof.


In recognition of and as an incentive to induce you to maintain your
continued commitment to the Company, the Company agrees, on the terms and
subject to the conditions set forth in this letter (this “Agreement”), as
follows:


1.                                       As used herein, the following terms shall
have the following meanings:


1.1                                 “Cause” shall mean (i) conviction of (or the
entry of a guilty plea or plea of nolo contendere to) any felony or any crime
involving moral turpitude or dishonesty; (ii) participation in a fraud or act
of dishonesty against the Company or any of its affiliates; (iii) willful and
material breach of the Company’s or any of its affiliates’ policies; (iv)
intentional and material damage to the Company’s or any of its affiliates’
property;  (v) materially unsatisfactory
performance of your key duties, responsibilities or objectives, unless such
unsatisfactory performance is cured within ninety (90) days after written
notice; provided, however, that such opportunity to cure shall not be required
where, in the Company’s determination, such unsatisfactory performance is not
capable of cure; or (vi) material breach of your confidentiality obligations or
duties under your non-disclosure, non-competition or other similar agreement
with the Company or any of its affiliates.












1.2                                 “Change in Control Event” means:


(i)                                     any sale or transfer of all or substantially
all of the assets of the


Company to another corporation or entity, or
any merger, consolidation or reorganization of the Company into or with another
corporation or entity, with the result that, upon conclusion of the
transaction, the voting securities of the Company immediately prior thereto do
not represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of the combined voting
power of the voting securities of the continuing or surviving entity of such
merger, consolidation or reorganization; or


(ii)                                a disclosure that any person (as the term “person”
is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act),
other than (A) any shareholder who, prior to the Company becoming subject to
the reporting requirements of Section 13 of the Exchange Act, previously held
at least 30% of the combined voting power of outstanding voting securities of
the Company, (B) the Company, or (C) any corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company, has become the
beneficial owner (as the term “beneficial owner” is defined under
Rule 13d-3 or any successor rule or regulation thereto under the Exchange
Act) of securities representing 30% or more of the combined voting power of the
then outstanding voting securities of the Company; or


(iii)                               such time as individuals who as of the date
hereof constitute the Board of Directors of the Company, and any new director



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(other than a director designated by a person
who has entered into an agreement with the Company to effect any transaction described
in clause (i) or (ii) of this section) whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then still in office who were either directors
at the beginning of the period or whose election or whose nomination for
election was previously so approved, cease for any reason to constitute a
majority of the Board of Directors; or


(iv)                              the liquidation or dissolution of the
Company.


1.3                                 “Exchange Act” means the Securities Exchange
Act of 1934, as amended.


1.4                                 “Good Reason” shall
mean the Company’s taking any of
the following actions, which actions shall not have been cured within a 30-day
period following written notice by you: (A) the principal place of the
performance of your responsibilities is changed to a location outside of a 30
mile radius from the Principal Location; (B) there is a material reduction in
your responsibilities as of the date hereof without Cause; (C) there is a
material reduction in your annual base salary as of the date hereof, unless
such reduction is applicable generally to other employees in your grade level;
provided, however, that if such reduction is in an amount greater than ten
percent (10%) of your annual base salary as of the date hereof, then such
reduction shall constitute Good Reason (unless cured as set forth herein) even
if it is applicable generally to other employees in your grade level; (D) there
is a material reduction in your benefits, bonus eligibility or equity
eligibility as of the date hereof, unless such material reduction is also
applicable to other employees in your grade level;  or (E) there is a material breach of the
Company’s obligations to you.



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1.5                                 “Principal Location” shall mean the principal
place of the performance of your responsibilities on the date hereof.


1.6                                 “Termination Date”
shall mean the date on which the termination of your employment shall become
effective.


1.7                                 “Termination Event” shall mean the
termination of your employment during the one-year period following the date of
the consummation of a Change in Control Event (i) by the Company without Cause;
or (ii) by you upon written notice given promptly after the Company’s taking
any action that constitutes Good Reason.


2.                                       If the Company terminates your employment
other than for Cause, or if you terminate your employment for Good Reason other
than as provided in Section 3 hereof, and a Change in Control Event has not
been consummated prior to such termination, 
subject to Sections 5, 6 and 7 hereof, the Company will pay to you, and
you will be entitled to receive:


(i)                             on the Termination Date,  in a lump sum, an amount equal to one (1)
year of your then current annual base salary, and


(ii)                          for a period of twelve (12) months after the Termination
Date, reimbursement of COBRA health care premiums actually paid by you and
payment by the Company for reasonable outplacement assistance of your choosing;
provided that the payments provided in this Section 2 (ii) shall terminate upon
your commencing employment with a new employer, and


(iii)                       accelerated vesting, effective on the
Termination Date, of stock options previously granted to you which would have
vested



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within one (1) year after
the Termination Date (assuming that you had continued to be employed by the
Company during such one (1) year period).


3.                                       If you terminate your employment for Good
Reason as a result of the Company taking the action described in item (C)
of the definition of Good Reason, and a Change in Control Event has not been
consummated prior to such termination, subject to Sections 5, 6 and 7 hereof,
the Company will pay to you, and you will be entitled to receive:


(i)                                     on the Termination Date,  in a lump sum, an amount equal to six (6)
months of your then current annual base salary, and


(ii)                                  for a period of twelve (12) months after the
Termination Date, reimbursement of COBRA health care premiums actually paid by
you and payment by the Company for reasonable outplacement assistance of your
choosing; provided that the payments provided in this Section 2 (ii) shall
terminate upon your commencing employment with a new employer, and


(iii)                               accelerated vesting, effective on the
Termination Date, of stock options previously granted to you which would have
vested within six (6) months after the Termination Date (assuming that you had
continued to be employed by the Company during such six (6) month period).


4.                                       If a Termination Event occurs, subject to
Sections  5, 6 and 7 hereof, the Company
will pay to you, and you will be entitled to receive:


(i)                                   on the Termination Date, in a lump sum, an
amount equal to the sum of (A) one (1) year of your then current annual base
salary, plus (B) an amount equal to forty percent (40%) of your



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                                                then current annual base salary (in lieu of
any other bonus payment payable for the year in which termination occurs), and


(ii)                                  for a period of twelve (12) months after the
Termination Date, reimbursement of COBRA health care premiums actually paid by
you and payment by the Company for reasonable outplacement assistance of your
choosing; provided that the payments provided in this Section 3 (ii) shall
terminate upon your commencing employment with a new employer, and


(iii)                               accelerated vesting, effective on the
Termination Date, of all stock options previously granted to you.


5.                                          (a)          In
addition to any other amounts that may be payable to you hereunder, in the
event of the termination of your employment with the Company for any reason,
the Company will pay you (or in the case of death, your spouse and, in the event
you have no spouse, your estate), your base salary earned but not yet paid
through the Termination Date, any vacation pay accrued through the Termination
Date payable pursuant to the Company’s policies in effect from time to time,
any unreimbursed business expenses incurred through the Termination Date
pursuant to the Company’s policies in effect from time to time, and (except if
the Company terminates your employment for Cause), any bonus earned but not yet
paid prior to your Termination Date.


(b)                                 The Company may withhold from any and all
amounts payable under this Agreement such federal, state and local taxes as may
be required to be withheld pursuant to applicable law or regulation. Upon your
termination of employment from



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                                                the Company, the Company may also offset
amounts that you owe to the Company against any amounts payable to you
hereunder.


(c)                                  If your
employment is terminated for any reason, you are not required to seek other
employment or attempt in any way to reduce any amounts payable to you under
this Agreement, except with respect to health coverage and outplacement as
provided under Sections 2 (ii), 3 (ii) and 4 (ii) hereof.


6.                                           In order to receive the payments and benefits
provided in this Agreement, you will be required to execute, effective as of
the Termination Date, a general release in favor of the Company, in form and
substance reasonably satisfactory to the Company.


7.                                          (a)                               Any provision in this Agreement (or any
agreement or arrangement referenced herein) that is inconsistent with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the regulations issued or to be issued by the Department of
the Treasury thereunder (“Section 409A”), including the timing of any payment,
shall be promptly amended in a manner mutually agreed to by the parties hereto
in good faith in order to attempt to avoid triggering adverse tax consequences
to you under Section 409A.


 


(b)                                 In the event any payment that is either
received by you or paid by the Company on your behalf, or any property or
any other benefit provided to you under this Agreement or under any other plan,
arrangement or agreement with the Company or any other person whose payments,
property or benefits are treated as contingent on a change of ownership or
control of



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                                                the Company (or in the ownership of a
substantial portion of the assets of the Company) or of any person affiliated
with the Company or such person (but only if such payment or other property or
benefit is in connection with your employment by the Company)
(collectively, the “Company Payments”), will be subject to the tax (the “Excise
Tax”) imposed by Section 4999 of the Code (or any successor provision and
any similar tax that may hereafter be imposed by any taxing authority), the
amount of the Company Payments shall be automatically reduced to an amount that
is one dollar less than an amount that would be subject to the Excise Tax;
provided, however, that the reduction shall occur only if the reduced Company Payments
(after taking into account further reductions for applicable federal, state and
local income, social security and other taxes) would be greater than the
unreduced Company Payments minus (i) the Excise Tax payable with respect to
such Company Payments, and (ii) all applicable federal, state and local income,
social security and other taxes on such Company Payments.


8.                                       By signing this Agreement, you acknowledge
and reaffirm your obligation to keep confidential all non-public information
concerning the Company which you acquired during the course of your employment
with the Company, as stated more fully in the Invention and Non-Disclosure
Agreement, and your obligations not to compete with the Company or to solicit
or hire employees of the Company, as stated more fully in the Non-Competition
and Non-Solicitation Agreement, both of which agreements you executed at the
inception of your employment and which remain in full force and effect
following the termination of your employment.



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9.                                   No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by the parties
hereto.


10.                               This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.  This Agreement
is assignable by the Company only to an entity that is owned, directly or
indirectly, in whole or in part by the Company or by any successor to the
Company or an acquirer of all or substantially all of the assets of the
Company.


Please indicate your acceptance of and agreement to the foregoing by
executing the enclosed copy of this letter where indicated and returning it to
me.


	
  Very truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE MEDICINES
  COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
   

  
				



 


 



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