Exhibit



Exhibit 10.4



Non-Employee Director Compensation Summary
 
The following is a summary of the compensation program for non-employee directors of Momenta Pharmaceuticals, Inc. (the “Company”):
 
Stock Option Grant Upon Initial Appointment or Election


Each new non-employee director receives an option to purchase up to 33,000 shares of the Company’s common stock upon his or her initial election or appointment to the Board of Directors (the “Board”), with 1/3 of such option to vest on the first anniversary of the date of grant and an additional 8 1/3% to vest at the end of every three-month period thereafter, subject to the director’s continued service to the Company.  Each option is granted pursuant to, and subject to the terms of, the Company’s incentive award plan and a stock option award agreement in substantially the form of the Company’s standard stock option agreement approved by the Board.


Annual Option and Restricted Stock Unit Grant


Each non-employee director who served as a director at any time during in the previous calendar year receives restricted stock units of the Company and an option to purchase shares of the Company’s common stock.  Each award is granted on the date of the scheduled meeting of the Board coinciding with each annual meeting of the Company’s stockholders.  The number of shares subject to the option and the number of restricted stock units is determined annually by the Board so that the total value of the option and restricted stock units (i) targets the 50th percentile of total value of equity grants made by the Company’s peer group to their respective directors on an individual director basis, and (ii) is comprised equally of restricted stock units and shares subject to the option.  


The option has a term of ten (10) years and vests in full on the first anniversary of the date of grant, subject to the director’s continued service to the Company.  Each option is granted pursuant to, and subject to the terms of, the Company’s incentive award plan and a stock option award agreement in substantially the form of the Company’s standard stock option agreement approved by the Board.


One hundred percent of the restricted stock units vests and becomes free from forfeiture and transfer restrictions on the first anniversary of date of grant, subject to the director’s continued service to the Company.  The restricted stock units are granted pursuant to, and subject to the terms of, the Company’s incentive award plan and a restricted stock unit award agreement in substantially the form of the Company’s standard restricted stock unit award agreement approved by the Board.


Payment of Retainer Fee; Reimbursement of Travel and Other Expenses


Each non-employee director is entitled to receive an annual retainer for his or her service on the Board as well as additional fees for committee service as follows:











	
				
	Annual Retainer
	

	$50,000
	


	Non-Employee Board Chairperson
	

	$30,000
	


	Audit Committee Chairperson
	

	$20,000
	


	Audit Committee Members (other than the Chairperson)
	

	$12,500
	


	Compensation Committee Chairperson
	

	$15,000
	


	Compensation Committee Members (other than the Chairperson)
	

	$10,000
	


	Nominating and Corporate Governance Committee Chairperson
	

	$12,000
	


	Nominating and Corporate Governance Committee Members (other than the Chairperson)
	

	$7,000
	


	Science Committee Chairperson
	

	$17,500
	


	Science Committee Members (other than the Chairperson)
	

	$12,500
	







Retainers are paid quarterly in arrears during the fiscal year.  Non-employee directors also receive reimbursement for reasonable travel and other expenses in connection with attending meetings of the Board of Directors.


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