Exhibit 10.35


 


MOMENTA
PHARMACEUTICALS, INC.


 


Restricted
Stock Agreement

Granted Under 2004 Stock Incentive Plan


 


AGREEMENT made on December 14, 2007 between Momenta
Pharmaceuticals, Inc., a Delaware  corporation
(the “Company”), and John Bishop (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 December 14, 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 December 14, 2008; (ii) 75% less 6.25% for each
three-month period from an after December 14, 2008, and (iii) zero on
or after December 14, 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 her 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 


 


 


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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, 


 


 


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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.


 


(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/ John Bishop

  	
   

  
	
   

  	
   

  	
  John Bishop

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


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