MDCO EX 10.2 03.31.2015






Exhibit 10.2


The Medicines Company - Board Compensation Program


Our compensation program for non-employee directors consists of a cash component and an equity component. The cash component is based on a retainer based approach, in which board members receive a larger retainer and only get paid per meeting if the board or its individual committees meet more than ten times in a calendar year. The equity component includes stock option grant awards and restricted stock awards. The compensation committee designs the cash component by considering as a target the 50th percentile of cash compensation paid to directors at companies included in the data from the compensation committee's consultant, Radford, an Aon Hewitt company, and the board's equity compensation to be at a value at or near the 75th percentile of the value of equity compensation paid to directors at companies included in the data from Radford. Each of these components is shown in the tables below. 


Cash Compensation


The following table describes the cash compensation for each non-employee director. The cash compensation is payable on a quarterly basis.
	
				
	Type of Fee
	 
	Amount of Compensation
	 

	Annual retainer for board members
	 
	$55,000
	 

	Additional annual retainer for lead director
	 
	$10,000
	 

	Compensation for each board meeting attended in excess of ten meetings
	 
	$3,000 
	 

	 
	 
	 
	 

	Additional annual retainer for committee members:
	 
	 
	 

	Audit committee chair
	 
	$25,000
	 

	Other audit committee members
	 
	$12,500
	 

	Compensation committee chair
	 
	$20,000
	 

	Other compensation committee member
	 
	$10,000
	 

	Nominating and corporate governance committee chair
	 
	$15,000
	 

	Other nominating and corporate governance committee   
member
	 
	$7,500
	 

	Compensation for each committee meeting attended in excess of ten meetings, per committee
	 
	$1,500
	 






For the purposes of the directors compensation program, to determine whether a board member or committee member attended in excess of ten meetings during the year, the number of meetings attended in person and by telephone are aggregated. Directors are reimbursed for travel and out-of-pocket expenses in connection with their attendance at board meetings.


Equity Compensation 


Each non-employee director is eligible to receive stock options and shares of restricted stock under our 2013 stock incentive plan. The table below describes the initial and annual equity compensation for each non-employee director and the additional equity compensation to our lead director under our directors compensation program:

















	
							
	Type of Grant
	 
	Awards under Program
	 
	Grant Date
	 
	Vesting Schedule

	Initial equity grant
	 
	$320,000 value of options
	 
	The date the director is initially elected to the board
	 
	Stock options vest in one installment 36 months after the grant date 

	 
	 
	 
	 
	 
	 
	 

	Annual equity grant
	 
	$255,000 equity value split equally between stock options and restricted shares(1)
	 
	The date of the annual meeting of stockholders
	 
	Stock options and restricted stock vest in one installment 12 months after the grant date

	 
	 
	 
	 
	 
	 
	 

	Additional annual equity grant to our lead director
	 
	Option to purchase 5,000 shares of common stock
	 
	The date of the annual meeting of stockholders
	 
	Stock options vest in one installment 12 months after the grant date

	 
	 
	 
	 
	 
	 
	 






		
	(1) 
	When splitting the equity value between stock options and restricted shares, restricted shares are valued at 2.5 times the value of a share underlying a stock option.




These options have an exercise price equal to the closing price of our common stock on the NASDAQ Global Select Market on the date of grant and have a ten-year term. If a director ceases to be a director, all vested options will be exercisable at any time prior to the first anniversary of the date the director ceases to be a director or for the remaining term of the option, if less, and all unvested options will be forfeited. If an independent director in good standing voluntarily retires and has completed at least one full term of service (three years), any unvested stock options and restricted stock that were granted to the director as an annual award would vest immediately following the director’s retirement and all stock options granted to the director as an annual award would remain exercisable until the expiration of the option’s original 10-year term.