EXHIBIT 10.1


 


MOMENTA PHARMACEUTICALS, INC.


 


Restricted Stock Agreement

Granted Under 2004 Stock Incentive Plan


 


AGREEMENT made on August 15, 2007 between Momenta Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), and Richard P. Shea (the “Participant”).


 


For valuable
consideration, receipt of which is acknowledged, 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 2004 Stock Incentive Plan, as amended (the “Plan”),
15,000 shares (the “Shares”) of common stock, $0.0001 par value per
share, of the Company (“Common Stock”). The Shares will be held in book
entry by the Company’s transfer agent in the name of the Participant for that
number of Shares issued to the Participant. The Participant agrees that the
Shares shall be subject to the forfeiture provisions set forth in
Section 2 of this Agreement and the restrictions on transfer set forth in
Section 3 of this Agreement.


 


2            Vesting.


 


(a)     Unless otherwise provided in this Agreement or the Plan, in the
event that Participant ceases to be employed by the Company on or before August
15, 2011, for any reason or no reason, with or without cause, all of the
Unvested Shares (as defined below) will be immediately and automatically
forfeited and retuned to the Company for no consideration effective as of the
date of termination of employment. The Participant will have no further rights
with respect to any Shares that are so forfeited. “Unvested Shares” means the
total number of Shares multiplied by the Applicable Percentage. “Applicable
Percentage” shall be (i) 100% during the 12-month period ending on August 15,
2008; (ii) 75% less 6.25% for each three-month period from an after August 15,
2008, and (iii) zero on or after August 15, 2011.


 


(b)     For purposes of this Agreement, employment with the Company
shall include employment with a parent or subsidiary of the Company, or any
successor to the Company.


 


3    Restrictions on Transfer.


 


(a)     The Participant shall not sell, assign, transfer, pledge,
hypothecate or otherwise dispose of, by operation of law or otherwise
(collectively “transfer”) any Shares, or any interest therein, until
such Shares have vested, 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 the
forfeiture provisions contained in Section 2) 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 and except as otherwise provided herein, the securities or other
property received by the Participant in connection with such transaction shall
remain subject to this Agreement.


 


(b)     The Company shall not be required (i) to transfer on its books
any of the Shares which have been transferred in violation of any of the
provisions set forth in this Agreement or (ii) to treat as owner of such Shares
or to pay dividends to any transferee to whom such Shares have been transferred
in violation of any of the provisions of this Agreement.


 


4    Restrictive Legends.


 


All Shares subject
to this Agreement subject to the following restriction, in addition to any
other legends that may be required under federal or state securities laws:


 


“The shares of stock
represented by this certificate are subject to forfeiture provisions 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.


 


This Agreement is
subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this Agreement. Capitalized terms used, but not otherwise
defined, herein shall have the meaning given to them in the Plan.


 


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, local or other taxes of any kind required by law to be withheld
with respect to the issuance of the Shares to the Participant or the lapse of
the forfeiture provisions. For so long as the Common Stock is registered under
the Exchange Act, the Participant may satisfy such tax obligations in
whole or in part by delivery of shares of Common Stock, including shares
retained from this award, valued at their Fair Market Value; provided, however,
that (i) the total tax withholding where stock is being used to satisfy such
tax obligations cannot exceed the Company’s minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income) and (ii) satisfaction of such tax obligations through shares of
the Company’s Common Stock, including Shares retained from this award, may only
be authorized by the Company’s Compensation Committee in its sole discretion at
any time prior to the occurrence of a vesting date (whereby such Committee may
adopt a resolution permitting the Participant to satisfy his or her tax
withholding obligation through the surrender of shares of the Company’s Common
Stock, including a portion of the Shares the vesting of which gives rise to the
withholding obligations). Shares surrendered to satisfy tax withholding
requirements cannot be subject to any repurchase, forfeiture, unfulfilled
vesting or other similar requirements.


 


(b)     The Participant has reviewed with the Participant’s own tax
advisors the federal, state, local and other 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 AGREES NOT TO FILE AN ELECTION UNDER SECTION 83(B) OF
THE INTERNAL REVENUE CODE WITH RESPECT TO THE ISSUANCE OF THE SHARES.


 


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 satisfaction of the performance conditions and continuing service as an
employee at the will of the Company (not through the act of being hired or
being granted the Shares hereunder). The Participant further acknowledges and
agrees that the transactions contemplated hereunder and the vesting schedule
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.


 


(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. Each notice relating to this Agreement shall be
in writing and delivered in person or by first class mail, postage prepaid, to
the address as hereinafter provided. Each notice shall be deemed to have been
given on the date it is received. Each notice to the Company shall be addressed
to it at its offices at 675 West Kendall Street, Cambridge, Massachusetts 02142
(Attention:  Vice President, Legal
Affairs). Each notice to the Participant shall be addressed to the Participant
at the Participant’s last known address.


 


(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 supersede 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.


 


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(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)            Interpretation. The interpretation and
construction of any terms or conditions of the Plan, or of this Agreement or
other matters related to the Plan by the Compensation Committee of the Board of
Directors of the Company shall be final and conclusive.


 


(k)           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.


 


(l)            Delivery of Certificates. The Participant may
request that the Company deliver the Shares in certificated form with respect
to any Shares that have ceased to be subject to forfeiture pursuant to Section
2.


 


(m)          No Deferral. Notwithstanding anything herein to the
contrary, neither the Company nor the Participant may defer the delivery of the
Shares.


 


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


 


	
   

  	
  MOMENTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig A.
  Wheeler

  	
   

  
	
   

  	
   

  	
  Craig A. Wheeler

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Richard P
  Shea

  	
   

  
	
   

  	
  Richard P. Shea

  
					



 


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