EX-10.24






Exhibit 10.24




[Date]




[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 August 17, 2006 regarding the subject matter hereof.



     As an incentive to induce you to accept employment with, and maintain your continued
employment with 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




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	 	(iii)	 	such time as individuals who as of the date hereof constitute the Board
of Directors of the Company, and any new director (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 without Cause; (C) there is a material reduction in your annual base salary,
unless such reduction is applicable generally to other employees in your grade level; (D)
there is a material reduction in your benefits, bonus eligibility or equity eligibility,
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	 	“Payment Date” shall mean the 60th day following the Termination Date, provided that you have
executed the release provided in Section 5 hereof and have not revoked the release within the
applicable revocation period.
	 
	1.6	 	“Principal Location” shall mean the principal place of the performance of your
responsibilities.
	 
	1.7	 	“Termination Date” shall mean the date on which the termination of your employment shall
become effecive.
	 
	1.8	 	“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 within thirty (30) days 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, and a Change in Control Event has not been consummated prior to
such termination, subject to Sections 4, 5 and 6 hereof, the Company will pay to you, and you
will be entitled to receive:






	 	(i)	 	on the Payment Date, in a lump sum, an amount equal to two (2) years of
your then current annual base salary; provided that, in the event that the
termination arises as a result of a material reduction in your annual base salary
under item (C) of the definition of Good Reason, then the amount payable
under this Section 2 (i) shall be determined using your annual base salary
prior to such salary reduction, and




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	 	(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, in any event, all payments must be made not
later than the end of the year following the year in which the expense was incurred,
and
	 
	 	(iii)	 	accelerated vesting, effective on the Payment Date, of stock options
previously granted to you and outstanding immediately prior to the Termination Date
which would have vested within two (2) years after the Termination Date (assuming
that you had continued to be employed by the Company during such two (2) year
period).






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






	 	(i)	 	on the Payment Date, in a lump sum, an amount equal to the sum of (A) two
(2) years of your then current annual base salary, plus (B) an amount equal to two
(2) times                     percent (                    %) of your then current annual base salary; provided that, in
the event that the Termination Event arises as a result of a material reduction in
your annual base salary under item (C) of the definition of Good Reason, then the
amount payable under this Section 3 (i) shall be
determined using your annual base salary prior to such salary reduction, and
	 
	 	(ii)	 	for a period of twelve (12) months after the Termination Date,
reimbursement of COBRA health 




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	 	 	 	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, in any event, all payments must be
made not later than the end of the year following the year in which the expense was
incurred, and
	 	(iii)	 	accelerated vesting, effective on the Payment Date, of all stock options
previously granted to you and outstanding immediately prior to the Termination Date.






	4.	 	(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. The
Company will pay the earned but unpaid bonus in accordance
with the terms of the Company’s Annual Incentive Plan.






	 	(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




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	 	 	 	pursuant to applicable law or regulation. Upon your termination of employment from
the Company, the Company may also offset amounts that you owe to the Company against
any amounts payable to you hereunder as permitted by law.
	 	(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. The foregoing provision notwithstanding, if you obtain new
employment, the Company does not have any obligation to provide the payment of COBRA
premiums and outplacement services under Sections 2 (ii) and 3 (ii) of this
Agreement.






	5.	 	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.
	 
	6.	 	(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 




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	 	 	 	cash, 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 is treated as contingent on a change of ownership or
control of the Company (or in the ownership of a substantial portion of the assets
of the Company) (collectively, the “Company Payments”), and is 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 the maximum amount
that can be paid such that no portion of the Company Payments is 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.






	7.	 	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 




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	 	 	remain in full
force and effect following the termination of your employment.






	8.	 	No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by the parties hereto.
	 
	9.	 	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.
	 
	10.	 	Any provision contained herein to the contrary notwithstanding, if you are a specified
employee (as defined under Treasury Regulation Section 1.409A-1(i)) as of the Termination
Date, the Company shall withhold and accumulate all payments under Sections 2 and 3 to which
you would otherwise be entitled during the first six (6) months after the Termination Date to
the extent required for compliance with Section 409A. In such event, the Company shall
distribute these payments to you (or your beneficiary) in a single lump sum on the first day
of the seventh month after the Termination Date, or within thirty (30) days after the date of
your death after the Termination Date.




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     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] 	 	 
	 
	 
	 	Date:  	 	 




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