Exhibit 10.2


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), made
as of the 1st day of August 2004, is entered into by THE MEDICINES
COMPANY, a Delaware corporation with its principal place of business at 8
Campus Drive, Parsippany, New Jersey 07054 (the “Company”), and DAVID M. STACK,
residing at One Robin Drive, Oak Ridge, New Jersey 07438 (the “Employee”).


WITNESSETH:


 


WHEREAS, the Company and the Employee are parties to an Amended and
Restated Employment Agreement dated November 1, 2001 (the “Employment
Agreement”); and


 


WHEREAS, the Company and the Employee wish to amend the Employment
Agreement to reflect new employment arrangements between the Company and the
Employee.


 


NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.             Section 1 of the
Employment Agreement is deleted in its entirety and the following is
substituted therefor:


 


“1.           Term
of Employment.  The Company hereby
agrees to employ the Employee, and the Employee hereby accepts employment with
the Company, upon the terms set forth in this Agreement, for the period commencing
on August 1, 2004 and ending on April 30, 2005 
(such period, the “Employment Period”), unless sooner terminated in
accordance with the provisions of Section 4 of this Agreement.”


 


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2.             Section 2 of the
Employment Agreement is deleted in its entirety and the following is
substituted therefor:


 


“2.           Duties.


 


2.1.          (a)           During
the Employment Period, the Employee shall be subject to the supervision of, and
shall have such authority as is delegated to him by Dr. Clive Meanwell (or, if
Dr. Meanwell shall have ceased to serve as Executive Chairman of the Company or
as Chairman of the Board of Directors of the Company (the “Board”), then by the
Board.  The Employee hereby accepts such
employment and the Company and the Employee agree that, during the Employment
Period, the Employee shall not be required to devote his entire business time,
attention and energies to the Company and instead shall have such authority,
duties and responsibilities as shall be mutually agreed upon between the
Employee and Dr. Meanwell or the Board. 
Simultaneously with the execution and delivery hereof, the Employee
shall execute and deliver to the Company a resignation as President and Chief
Executive Officer of the Company substantially in the form of Exhibit A annexed
hereto.


 


(b)           As
soon as reasonably practicable following the execution hereof, but in no event
later than September 30, 2004, the Employee shall resign as a director of the
Company.


 


2.2.          The
Company acknowledges and agrees that, during the Employment Period, the
Employee may continue to serve on the board of directors of the companies
listed on Exhibit B attached hereto (as the same may be amended from
time to time upon the written agreement of the Company and the Employee, the
Company’s agreement not to be unreasonably withheld).  The Employee agrees to abide by the rules,
regulations, instructions, personnel practices and policies of the


 


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Company and any changes therein which may be adopted from time to time
by the Company except as provided in these agreements.”


 


3.             Section 3 of the
Employment Agreement is deleted in its entirety and the following is
substituted therefor:


 


“3.           Compensation and
Benefits.


 


3.1           Salary
and Bonus.  The Company shall pay the
Employee, in semi-monthly installments, a base salary of $236,250.00 for the
nine month period comprising the Employment Period.  The Company shall also pay the Employee a
bonus (i) in the amount of $157,500.00 for the full calendar year 2004, payable
at the end of the first regular pay period in 2005, and (ii) in the amount of
$52,500.00 for the last four months of the Employment Period, payable on the
last day of the Employment Period.


 


3.2           Reimbursement
of Expenses.  The Company shall
reimburse the Employee for all reasonable travel, entertainment and other
expenses incurred or paid by the Employee in connection with, or related to,
the performance of his duties, responsibilities or services under this
Agreement, upon presentation by the Employee of documentation, expense
statements, vouchers and/or such other supporting information as the Company
may request.


 


3.3           Fringe
Benefits.  During the Employment
Period, the Employee shall be entitled to participate in all benefit programs
that the Company establishes and makes available to its other employees.  Upon the expiration or earlier termination of
the Employment Period, the Employee may elect to continue receiving group
medical insurance pursuant to the federal COBRA law, 29 U.S.C. § 1161 et
seq., with all premium costs paid by the Employee.”


 


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4.             Other Amendments to
Employment Agreement.


 


4.1           Section 4.4 of the
Employment Agreement is deleted in its entirety and the following is
substituted therefor:


 


“4.4         Voluntary
Termination.  At the election of the
Employee, upon written notice of termination given at least ninety (90) days
prior to the effective date of termination.”


 


4.2           Section 4.5 of the
Employment Agreement is deleted in its entirety.


 


4.3           Section 5.3 of the
Employment Agreement is deleted in its entirety.


 


4.4           Section 6.1 of the
Employment Agreement is deleted in its entirety and the following is
substituted therefor:


 


“6.1         Non-Compete Restrictions  During the Employment Period, the Employee
will not directly or indirectly as an individual proprietor, partner, officer,
consultant, employee, director, joint venturer, or in any other similar
capacity engage in the business of developing, producing, marketing or selling
(or assist any other person engaging in the business of developing, producing,
marketing or selling) any Competitive Products. 
For this purpose, “Competitive Products” shall mean a product with
chemical or commercial characteristics of the kind or type developed or being
developed, produced, marketed or sold by the Company during the Employment
Period.”


 


4.5           Section 7.1 of the
Employment Agreement is deleted in its entirety and the following is
substituted therefor:


 


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“7.1         Non-solicitation Restrictions.  While the Employee is employed by the
Company, the Employee will not directly or indirectly recruit, solicit or hire
any employee of the Company, or induce or attempt to induce any employee of the
Company to terminate his/her employment with, or otherwise cease his/her
relationship with, the Company (other than Fred Ryan or Melinda Popolla).  If the Employee violates the provisions of
this Section 7.1, the Employee shall continue to be bound by the restrictions
set forth in this Section 7.1 until a period of one (1) year has expired
without any violation of such provisions.”


 


5.             Stock Options.  Effective upon the date of this Amendment,
with respect to each stock option set forth on Exhibit C attached hereto (each,
a “Stock Option”):


 


(a)           the Employee hereby
surrenders for cancellation the number of shares subject to such Stock Option
set forth on Exhibit C under the caption “Option Shares Surrendered”;  and


 


(b)           in all other
respects the terms of each such Stock Option shall not be changed including,
but not limited to, that each such Stock Option shall continue to vest in equal
monthly installments as provided by the agreement evidencing such Stock Option.


 


For
illustrative purposes, the effect of this Section 5 on the Stock Option to
purchase 200,000 shares of common stock granted to the Employee on July 10,
2001 will be that, upon the date of this Amendment (x) the portion of such
Stock Option exercisable for 20,833 shares of common stock is surrendered for
cancellation, (y) such Stock Option will be exercisable for


 


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the purchase of a total of
179,167 shares, and (z) such Stock Option will continue to vest in equal
monthly installments through the Employment Period.


 


6.             Releases.


 


6.1           Release
by Employee.  The Employee hereby
fully, forever, irrevocably and unconditionally releases, remises and
discharges the Company, its officers, directors, stockholders, corporate
affiliates, subsidiaries, parent companies, agents and employees (each in their
individual and corporate capacities) (hereinafter, the “Released Parties”) from
any and all claims, charges, complaints, demands, actions, causes of action,
suits, rights, debts, sums of money, costs, accounts, reckonings, covenants,
contracts, agreements, promises, doings, omissions, damages, executions,
obligations, liabilities, and expenses (including attorneys’ fees and costs),
of every kind and nature which the Employee ever had or now has up to the date
of this Amendment against the Released Parties arising out of Employee’s
employment with the Company, including, but not limited to:


 


(i)            all employment
discrimination claims under Title VII of the Civil Rights Act of 1964, 42
U.S.C. §2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. §
621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et
seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Older
Workers Benefits Protection Act, the Equal Pay Act, the Worker Adjustment
Retraining and Notification Act, the Federal Fair Labor Standards Act, any
applicable Executive Order Programs and their state and local counterparts, the
New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq., all claims
arising out of the Sarbanes-Oxley Act of 2002, the Fair Credit Reporting Act,
15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974
(“ERISA”), 29 U.S.C. §1001 et seq., the New Jersey Conscientious Employee
Protection Act, N.J.S.A. 34:19-1 et seq., the New Jersey Family Leave Act,
N.J.S.A. 34:11B-1 et seq., the New Jersey Workers’ Compensation Act, the New
Jersey State Wage and Hours law and the New Jersey Political Activities of
Employees law, all as amended;


 


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(ii)           all common law claims
including, but not limited to, actions in tort, defamation, infliction of
emotional distress and breach of contract; all claims arising under any
policies, practices or procedures of the Company; all claims to any non-vested
ownership interest in the Company, contractual or otherwise, including but not
limited to claims to stock or stock options; and


 


(iii)          any other claim for
damage arising out of the Employee’s employment with or separation from the
Company (including a claim for retaliation) under any common law theory or any
federal, state or local statute or ordinance not expressly referenced above.


 


6.2           Release
by Company.  The Company hereby
fully, forever, irrevocably and unconditionally releases, remises and discharges
the Employee from any and all claims, charges, complaints, demands, actions,
causes of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings, omissions,
damages, executions, obligations, liabilities, and expenses (including
attorneys’ fees and costs), of every kind and nature which the Company ever had
or now has up to the date of this Amendment against the Employee arising out of
Employee’s employment with the Company.


 


6.3           Release
Covenant.  In consideration of the
parties’ agreements during the Employment Period, unless either party has
asserted a claim against the other during the Employment Period, the Company
and the Employee agree to execute and exchange on the last day of the
Employment Period releases in the forms set forth on Exhibit D.


 


7.             Non-Disparagement.           The
Employee agrees that the Employee shall not make any false, disparaging or
derogatory statements to any media outlet, industry group, financial
institution or current or former employee, consultant, client or customer of
the Company regarding the Company or any of its directors, officers, employees,
agents or representatives


 


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or about the Company’s business
affairs and financial condition.  The
Company agrees that its current and future officers and directors, while
employed by or on the Board of the Company, shall not make any false,
disparaging or derogatory statements about the Employee to any media outlet, industry
group, financial institution or current or former employee, consultant, client
or customer of the Company.


 


8.             Entire
Agreement.  This Amendment, together
with the Employment Agreement, constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, whether written
or oral, relating to the subject matter hereof. 
Except as set forth herein, the Employment Agreement remains in full
force and effect in accordance with its terms.


 


9.             Captions.  The captions of the sections of this
Amendment are for convenience of reference only and in no way define, limit or
affect the scope or substance of any section of this Amendment.


 


10.           Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.


 


11.           Governing Law.  This Amendment shall be construed,
interpreted and enforced


 


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in accordance
with the laws of the State of New Jersey.


 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
day and year set forth above.


 


	
   

  	
  THE
  MEDICINES COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Clive A.
  Meanwell

  	
   

  
	
   

  	
  Name: Clive
  A. Meanwell

  	
   

  
	
   

  	
  Title:
  Executive Chairman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ David M.
  Stack

  	
   

  	
   

  
	
   

  	
  DAVID M.
  STACK

  	
   

  
						



 


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Exhibit A


DAVID M. STACK


One Robin Drive


Oak Ridge, New Jersey 07438


 


 


RESIGNATION


 


 


I, David M.
Stack, hereby resign as President and Chief Executive Officer of The Medicines
Company (the “Company”), effective August 1, 2004.  This resignation does not terminate my
employment with the Company under that certain Amended and Restated Employment
Agreement, dated November 1, 2001, as amended by First Amendment to Employment
Agreement, dated as of August 1, 2004.


 


 


	
   

  	
   

  
	
   

  	
  DAVID M.
  STACK

  



 


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Exhibit B


 


Bio-Imaging
Technologies, Inc.


 


Medsite,
Inc.


 


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Exhibit C


Stock Option Table


 




	
  Option Date

  	
   

  	
  7/10/01

  	
   

  	
  12/10/2002

  	
   

  	
  12/23/2003

  	
   

  
	
  Original Grant

  	
   

  	
  200,000

  	
   

  	
  104,000

  	
   

  	
  65,000

  	
   

  
	
  Option Shares Surrendered

  	
   

  	
  20,833

  	
   

  	
  9,184

  	
   

  	
  46,042

  	
   

  
	
  Remaining Option Shares

  	
   

  	
  179,167

  	
   

  	
  94,816

  	
   

  	
  18,958

  	
   

  






 


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Exhibit D


 


Release by
Employee.


 


The Employee
hereby fully, forever, irrevocably and unconditionally releases, remises and
discharges The Medicines Company (the “Company”), its officers, directors,
stockholders, corporate affiliates, subsidiaries, parent companies, agents and
employees (each in their individual and corporate capacities) (hereinafter, the
“Released Parties”) from any and all claims, charges, complaints, demands,
actions, causes of action, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities, and expenses
(including attorneys’ fees and costs), of every kind and nature which the
Employee ever had or now has up to the date of this Release against the
Released Parties arising out of Employee’s employment with and/or separation
from the Company, including, but not limited to:


 


(i)            all employment
discrimination claims under Title VII of the Civil Rights Act of 1964, 42
U.S.C. §2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. §
621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et
seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Older
Workers Benefits Protection Act, the Equal Pay Act, the Worker Adjustment
Retraining and Notification Act, the Federal Fair Labor Standards Act, any
applicable Executive Order Programs and their state and local counterparts, the
New Jersey Law Against Discrimination, N.J.S.A. 10:5-1 et seq., all claims
arising out of the Sarbanes-Oxley Act of 2002, the Fair Credit Reporting Act,
15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974
(“ERISA”), 29 U.S.C. §1001 et seq., the New Jersey Conscientious Employee
Protection Act, N.J.S.A. 34:19-1 et seq., the New Jersey Family Leave Act,
N.J.S.A. 34:11B-1 et seq., the New Jersey Workers’ Compensation Act, the New
Jersey State Wage and Hours law and the New Jersey Political Activities of
Employees law, all as amended;


 


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(ii)           all common law claims
including, but not limited to, actions in tort, defamation, infliction of
emotional distress and breach of contract; all claims arising under any
policies, practices or procedures of the Company; all claims to any non-vested
ownership interest in the Company, contractual or otherwise, including but not
limited to claims to stock or stock options; and


 


(iii)          any other claim for
damage arising out of the Employee’s employment with or separation from the
Company (including a claim for retaliation) under any common law theory or any
federal, state or local statute or ordinance not expressly referenced above.


 


Release by
Company.


 


The Medicines
Company (the “Company”) hereby fully, forever, irrevocably and unconditionally
releases, remises and discharges David M. Stack (the “Employee”) from any and
all claims, charges, complaints, demands, actions, causes of action, suits,
rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts,
agreements, promises, doings, omissions, damages, executions, obligations,
liabilities, and expenses (including attorneys’ fees and costs), of every kind
and nature which the Company ever had or now has up to the date of this Release
against the Employee arising out of Employee’s employment with and/or
separation from the Company.


 


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