Exhibit 10.22


Executive Officer Compensation Summary


The
executive officers of Momenta Pharmaceuticals, Inc. (the “Company”) are:
(i) Craig A. Wheeler, President and Chief Executive Officer;
(ii) John E. Bishop, Senior Vice President, Pharmaceutical Sciences;
(iii) Steven B. Brugger, Senior Vice President, Strategic Business
Operations; (iv) Richard P. Shea, Vice President, Chief Financial Officer;
(v) Ganesh Venkataraman, Senior Vice President, Research; and
(vi) Lisa Carron Shmerling, Vice President, Legal Affairs.


The
compensation structure for executive officers of the Company consists of three
components: (i) base salary, (ii) discretionary cash bonuses and
(iii) stock options or other equity-based awards.


Employment Agreements With Executive Officers


The
Company has entered into employment agreements with Craig A. Wheeler and Ganesh
Venkataraman. The annual salary, severance and termination provisions of such
agreements are as follows:


Craig A. Wheeler


On
August 22, 2006, the Company entered into an employment agreement with Craig A.
Wheeler, pursuant to which Mr. Wheeler serves as the Company’s President, Chief
Executive Officer and as a Class II director of the Company.  Pursuant
to his employment agreement, Mr. Wheeler will receive an annual base salary of
$500,000, subject to annual increases by the Company’s Board of Directors. For
fiscal year 2006, Mr. Wheeler was guaranteed a bonus of up to 60% of his base
salary as of December 31, 2006 pro-rated for his period of employment during
2006. Beginning with fiscal year 2007, Mr. Wheeler will be eligible to receive
bonuses of up to 150% of his base salary for the applicable fiscal year, with
an annual bonus target of 60% of the then-applicable base salary. Mr. Wheeler
is also entitled to specified benefits, including: (i) participation in Company
sponsored benefit programs, (ii) reimbursement for life insurance premium
expenses and related tax gross-up payments, (iii) reimbursement of moving and
travel expenses, and temporary housing and living expenses, including payment
for a rental car, during the one-year period following the commencement of Mr.
Wheeler’s employment with the Company and (iv) reimbursement of tax and
financial advisor fees incurred by Mr. Wheeler during the period of his
employment.


Mr. Wheeler’s employment agreement provides for the grant or issuance,
as applicable, of the following stock-based awards to Mr. Wheeler. On August
22, 2006, the Company granted Mr. Wheeler an option to purchase 375,000 shares
of the Company’s common stock, $0.0001 par value per share (the “Common Stock”),
at an exercise price of $16.18  per
share (the “Initial Option Grant”). The Initial Option Grant will vest as to
25% of the shares subject to such option on August 22, 2007 and as to 6.25% of
the shares subject to such option at the end of each three-month period
thereafter. Additionally, on August 22, 2006, the Company issued to Mr. Wheeler
100,000 shares of restricted Common Stock (the “Time-Based Grant”). The shares
of Common Stock subject to the Time-Based Grant vest and become free from
forfeiture on the fourth anniversary of the date of issuance. On January 17,
2007, the Company issued to Mr. Wheeler 175,000 shares of restricted Common
Stock (the “Performance Grant”). Subject to the acceleration provisions set
forth in Mr. Wheeler’s employment agreement, the shares of Common Stock subject
to the Performance Grant shall vest and become free from forfeiture upon
fulfillment of any of the following conditions:


(1) on the date that the Board of
Directors certifies that the Company (or any of the Company’s partners or
collaborators) has commercially launched M-Enoxaparin in the United States,
provided that (A) such commercial launch shall have occurred prior to January
17, 2011 and (B) Mr. Wheeler is then employed by the Company;


(2) on January 17, 2011, provided that
Mr. Wheeler is then employed by the Company and the Board of Directors
certifies that any one of the three following events shall have occurred: (A) the Company has consummated a public
offering of shares of its Common Stock pursuant to a registration statement
filed with the Securities and Exchange Commission with gross proceeds to the
Company totaling at least $40.0 million; (B) the Company has executed a collaboration agreement with an unaffiliated
third party partner (and has fulfilled the 











 


conditions to closing set forth in such agreement or related
agreement(s)), the terms of which shall include an irrevocable commitment from
such third party to provide cash payments of at least $40.0 million to the
Company within four years of the date of execution of such collaboration
agreement, provided that such unaffiliated third party partner shall not
include any party (i) with which the Company has an executed agreement or (ii)
with which the Company has actively negotiated a collaboration, in each case
prior to the date of the employment agreement; or (C) the closing price of the Common Stock on
the Nasdaq Global Market has equaled or exceeded $25.00 over a period of 20
consecutive trading days (such price to be adjusted in the event of a stock
split, reverse stock split, stock dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other similar change in
capitalization or event).


Notwithstanding the
foregoing, if at any time during the four year-period ending on January 17,
2011 the Board of Directors elects to abandon the M-Enoxaparin program and
no longer pursue the commercialization of M-Enoxaparin either for strategic
reasons or as a result of adverse events in the regulatory process,
the shares of Common Stock subject to the Performance Grant shall
vest and become free from the forfeiture on the date that the Board certifies
that any one of the three events set forth in item (2) above shall have occurred.


(3) in the event the shares of Common Stock subject to the
Performance Grant do not vest before January 17, 2011 in accordance with the
conditions set forth in items (1) or (2) above, provided that Mr. Wheeler is
then employed by the Company, the date the Board of 
Directors certifies that (A) the Company has commercially launched
M-Enoxaparin in the United States or (B) any one of the three events set forth
in item (2)(A)-(C) above shall have occurred, in each case on or after January
17, 2011 but prior to January 17, 2013.


In
addition to the Initial Option Grant, the Time-Based Grant and the Performance
Grant, Mr. Wheeler will be eligible to receive annual restricted stock awards
and stock option grants, the first of which shall be issued and granted,
respectively, to Mr. Wheeler on or about January 1, 2008 provided he is still
employed by the Company. Subject to approval of the Company’s Board of
Directors upon recommendation by the Compensation Committee of the Company’s
Board of Directors (the “Committee”), on or about January 1, 2008, Mr. Wheeler
will be eligible to receive (i) a target award of 75,000 shares of restricted
Common Stock subject to vesting over four (4) years (unless Mr. Wheeler and the
Company otherwise agree that the vesting of such shares shall be subject to
performance conditions) (the “First Target Grant”) and (ii) an option to
purchase a target amount of 100,000 shares of Common Stock subject to vesting
over four (4) years, with an exercise price equal to the fair market value of
the Common Stock on the date of grant (the “Second Target Grant”).


In
the event that Mr. Wheeler’s employment is terminated by the Company without
cause, by reason of his death or disability or by him for good reason, other
than in connection with a change in control (as those terms are defined in the
employment agreement), (i) the vesting schedules applicable to the Initial
Option Grant, the Time-Based Grant and the Performance Grant will be fully
accelerated and the shares thereunder fully vested (except in the case of a
termination without cause, in which case a total of 75,000 of the shares
subject to the Performance Grant shall immediately vest), (ii) the vesting
schedules applicable to the First Target Grant and Second Target Grant will
accelerate by an additional 12 months and (iii) the vesting schedule applicable
to all future stock-based awards held by Mr. Wheeler at the time of such
termination will accelerate by 25%.


In
the event Mr. Wheeler’s employment is terminated by the Company without cause
within 24 months following a change of control (as such term is defined in the
employment agreement) or is terminated by Mr. Wheeler for good reason within 24
months following a change of control, the unvested portions of the Initial
Option Grant, the Time-Based Grant, the First Target Grant, the Second Target
Grant, the Performance Grant and all future stock-based awards shall fully and
immediately vest.


Under
his employment agreement, Mr. Wheeler or the Company may terminate his
employment at any time, subject to the following severance benefits. In the
event Mr. Wheeler’s employment is terminated without cause by the Company, as
the result of death or disability or Mr. Wheeler terminates his employment for
good reason, other than in connection with a change in control, Mr. Wheeler
will receive a lump sum payment equal to (i) 12 months of the highest base
salary in effect during the 12 months prior to the date of termination and (ii)
the greater of 60% of Mr. Wheeler’s base salary or his last paid bonus.  Additionally, Mr. Wheeler and his dependents
will receive 











 


comparable benefits
for a maximum of 12 months following such termination subject to his
reemployment with comparable benefits.


If
Mr. Wheeler terminates his employment for good reason within 24 months following
a change of control of the Company, or if the Company terminates Mr. Wheeler’s
employment without cause within 24 months following a change of control, Mr.
Wheeler will receive a lump-sum cash payment equal to (i) 24 months of Mr.
Wheeler’s highest base-salary in effect during the 12 months prior to
termination of his employment, (ii) an amount equal to the greater of 60% of
Mr. Wheeler’s last two years of base salary and an amount equal to two times
the last bonus paid to by Mr. Wheeler and (iii) if the aggregate purchase price
paid in a change of control transaction equals or exceeds $1.1 billion, an
additional amount equal to 12 months of base salary in effect at the time of
Mr. Wheeler’s termination and the greater of 60% of one year of base salary and
the last bonus paid to Mr. Wheeler. 
Additionally, Mr. Wheeler and his dependents will receive comparable
benefits for a maximum of 36 months following such termination subject to his
reemployment with comparable benefits.


Ganesh Venkataraman


The
Company entered into an employment agreement with Dr. Venkataraman, dated
June 13, 2001, which was amended and restated on April 10, 2002.
Pursuant to this agreement, Dr. Venkataraman is to receive an annual base
salary of $205,000, subject to increases upon review at least once every
12 months. Under the agreement, as amended, either the Company or
Dr. Venkataraman may terminate his employment at any time, subject to
continuation of salary payment and benefits for three months if the
Company terminates Dr. Venkataraman’s employment without cause or
Dr. Venkataraman terminates his employment for good reason.


Executive Officer Compensation for 2006


The
Committee approved the following compensation, including base salary (effective
January 1, 2007) to be paid to the Company’s executive officers:


·                  Mr. Wheeler.
Pursuant to his employment agreement, the Committee approved a $108,000 bonus
to be paid in 2007 with respect to 2006. One January 17,
2007, the Company granted to Mr. Wheeler 175,000 shares of restricted Common
Stock, as described above under the heading “Employment Agreements with
Executive Officers — Craig A. Wheeler.” Pursuant
to his employment agreement, Mr. Wheeler will receive an annual base salary of
$500,000 during 2007.


·                  Mr. Bishop. The Committee
approved a $92,748.57 bonus to be paid in 2007 based on Mr. Bishop’s and
Company achievements in 2006, and the grant of an additional option to purchase
37,500 shares of Common Stock. Mr. Bishop’s annual base salary was
increased to $239,648.48 for 2007 from $230,431.23 in 2006.


·                  Mr. Brugger.
The Committee approved a $112,664.58 bonus to be paid in 2007 based on
Mr. Brugger’s and Company achievements in 2006, and the grant of an
additional option to purchase 22,500 shares of Common Stock. Mr. Brugger’s
annual base salary was increased to $293,907.60 for 2007 from $279,912 in 2006.


·                  Mr. Shea. The Committee
approved an aggregate $75,900 bonus to be paid in 2007 based on Mr. Shea’s
and Company achievements in 2006, and the grant of an additional option to
purchase 7,000 shares of Common Stock. Mr. Shea’s annual base salary was
increased to $240,350 for 2007 from $230,000 in 2006.


·                  Dr. Venkataraman.
The Committee approved an aggregate $107,184 bonus to be paid in 2007 based on
Dr. Venkataraman’s and Company achievements in 2006, and the grant of an
additional option to purchase 15,000 shares of Common Stock.
Dr. Venkataraman’s annual base salary was increased to $290,928 for 2007
from $278,400 in 2006.











 


·                  Ms. Carron Shmerling.
The Committee approved an aggregate $73,922.78 bonus to be paid in 2007 based
on Ms. Carron Shmerling’s and Company achievements in 2006, and the grant of an
additional option to purchase 7,000 shares of Common Stock. Ms. Carron
Shmerling’s annual base salary was increased to $233,138.79 for 2007 from
$223,099.32 in 2006.


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