Exhibit 10.1


 


SECOND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This
Second Amended and Restated Employment Agreement (the “Agreement”) is entered
into as of December 15, 2009 (the “Effective Date”) by and between AMAG
Pharmaceuticals, Inc., a Delaware corporation with offices at 100 Hayden
Avenue, Lexington, MA 02421 (the “Company”), and Brian J.G. Pereira, MD of 54
Rowena Road, Newton, MA 02459 (“you”).


 


Whereas, the Company and you
wish to amend and restate the Amended and Restated Employment Agreement dated
as of July 31, 2007 by and between you
and the Company (the “Amended Agreement”).


 


Now therefore, in consideration of the premises and mutual
agreements hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree to amend and restate the Amended Agreement as follows:


 


1.                                       Position;
Duties.


 


a)                                      Position.  You shall serve as President and Chief
Executive Officer of the Company.


 


b)                                     Duties.  You shall perform for the Company the duties
customarily associated with the office of President and Chief Executive Officer
and such other duties as may be assigned to you from time to time by the
Company’s Board of Directors (the “Board”) that are consistent with the duties
normally performed by those performing the role of the most senior executives
of similar entities.  You shall devote
substantially your full business time and best efforts to the performance of
your duties hereunder and the business and affairs of the Company and will not
undertake or engage in any other employment, occupation or business enterprise;
provided, however, that you may participate as a member of the board of
directors or advisory board of other entities and in professional organizations
and civic and charitable organizations and you may continue your teaching activities;
provided further, that any such positions are disclosed to the Board or the
Audit Committee thereof and do not materially interfere with your duties and
responsibilities as President and Chief Executive Officer.  You shall be based in the Company’s principal
offices, which currently are in Lexington, Massachusetts.


 


2.                                       Term.  The term of this Agreement shall be for a
three (3) year period commencing on the Effective Date unless terminated
earlier pursuant to Section 4 below (the “Initial Term”).  The term of this Agreement shall
automatically renew for additional three-year terms (each a “Renewal Term”)
following the Initial Term and any Renewal Term unless either party provides
written notice to the other party at least sixty (60) days before the end of
the Initial Term or any Renewal Term, as applicable, that it does not desire to
renew this Agreement, in which case this Agreement shall expire at the end of
the Initial Term or any Renewal Term, as applicable.  The Initial Term and any Renewal Term are
referred to herein collectively as the “Term.”


 

















 


3.                                       Compensation and Benefits.  The Company shall pay you the following
compensation and benefits for all services rendered by you under this
Agreement:


 


a)                                      Base Salary.  The Company will pay you a base salary at the
annualized rate of at least $530,000 beginning with the year commencing January 1,
2010 (“Base Salary”), minus withholdings as required by law and other
deductions authorized by you, which amount shall be paid in equal installments
at the Company’s regular payroll intervals, but not less often than
monthly.  Your base salary may be
increased annually by the Board or the Compensation Committee in their sole
discretion.


 


b)                                     Bonus.  You will be eligible to receive an annual
performance bonus (the “Annual Bonus”) of up to 75% of Base Salary for each
fiscal year during the Term of this Agreement beginning with the fiscal year
ending December 31, 2009 based on the extent to which, in the discretion of the
Board in consultation with you, you achieve or exceed specific and measurable
individual and Company performance objectives established by the Board in
consultation with you and communicated to you in advance.  The exact amount of the bonus for any year during
the Term shall be determined by the Board in its sole discretion and may be
more than the target bonus in the event you achieve all of your personal and
Company performance objectives or less than the target bonus if you do not
achieve all of your personal and Company performance objectives.  The Company shall pay the Annual Bonus no later than
two and a half months after the end of the fiscal year to which the applicable
bonus relates.  Unless otherwise provided
herein, no bonus shall be deemed to have been earned
by you for any year in which you are not actively employed by the Company on
the last day of the fiscal year to which the bonus relates.


 


c)                                      Equity
Compensation.  You shall
be eligible to receive stock options or other equity compensation under the
Company’s equity incentive plans as determined by the Board from time to
time.  As to options to purchase common
stock, restricted stock units and other equity incentives granted to you prior
to the date hereof, nothing in this Agreement shall alter, amend or affect the
terms governing such incentives, including without limitation, acceleration of
vesting in connection with any event or occurrence.


 


d)                                     Vacation.  You will receive four (4) weeks of paid vacation per
calendar year which shall accrue ratably on a monthly basis.


 


e)                                      Benefits.  You will be eligible to participate in all
group health, dental, 401(k), and other insurance and/or benefit plans that the
Company may offer to similarly situated executives of the Company from time to
time on the same terms as offered to such other executives.


 


f)                                        Business
Expenses.  The Company
will reimburse you for all reasonable and usual business expenses incurred by
you in the performance of your duties hereunder in accordance with the Company’s
expense reimbursement policy.


 


4.                                       Termination.  Your employment with the Company may be
terminated prior to the expiration of the Term as follows:


 


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a)                                      Death.  This Agreement shall terminate automatically
upon your death.


 


b)                                     Disability.  The
Company may terminate your employment in accordance with applicable laws in the
event that you shall be prevented, by illness, accident, disability or any
other physical or mental condition (to be determined by means of a written
opinion of a competent medical doctor chosen by mutual agreement of the Company
and you or your personal representative(s)) from substantially performing your
duties and responsibilities hereunder for one or more periods totaling one
hundred and twenty (120) days in any twelve (12) month period.


 


c)                                      By the Company
for Cause.  The Company
may terminate your employment for “Cause” upon written notice to you.  For purposes of this Agreement, “Cause” shall mean any of: (i) fraud, embezzlement or theft against
the Company or any of its affiliates; (ii) you are convicted of, or plead guilty or no contest
to, a felony; (iii) willful
nonperformance by you (other than by reason of illness) of your material duties
hereunder and failure to remedy such nonperformance within thirty (30) business
days following written notice from the Board identifying the nonperformance and
the actions required to cure it; or (iv) you commit an act of gross negligence, engage in willful misconduct or otherwise act with willful disregard for the Company’s best
interests, and you fail to remedy
such conduct within thirty (30) business days following written notice from the
Board identifying the gross negligence, willful misconduct or willful disregard
and the actions required to cure it (if such conduct can be cured).


 


d)                                     By the Company Other Than
For Death, Disability or Cause.  The
Company may terminate your employment other than for Cause, disability or death
upon thirty (30) days prior written notice to you.


 


e)                                      By You For Good Reason or
Any Reason.  You may
terminate your employment at any time with or without Good Reason upon thirty
(30) days prior written notice to the Company. 
For purposes of this Agreement, “Good
Reason” shall mean that any of the following occurs without your prior written
consent: (i) a material
adverse change in your title, position, duties or responsibilities; (ii) a
material reduction by the Company in your Base Salary or your target Annual
Bonus opportunity in the total annual amount that you are then eligible to
receive, unless such reduction is in connection with a proportionate reduction
of compensation applicable to all other executive officers; (iii) any
relocation of your principal place of business to a location more than 50 miles
from the Company’s current executive offices in Lexington, MA; or (iv) a
material breach by the Company of any of
the terms or provisions of this Agreement and failure to remedy such breach
within thirty (30) days following written notice from you identifying the
breach.


 


5.                                       Payment Upon
Termination.  In the
event that your employment with the Company terminates, you will be paid the
following:


 


a)                                      Termination for
Any Reason.  In the event
that your employment terminates for any reason, the Company shall pay you for
the following items that were earned and accrued but unpaid as of the date of
your termination: (i) your Base Salary; (ii) a cash


 


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payment
for all accrued, unused vacation calculated at your then Base Salary rate; (iii) reimbursement
for any unpaid business expenses; and (iv) such other benefits and
payments to which you may be entitled by law or pursuant to the benefit plans
of the Company then in effect.  In
addition, if your employment terminates due to your death, the Board shall determine
the extent to which any of the individual performance objectives established by
the Board pursuant to Section 3(b) above were met as of the time of
your death.  If, based on that
determination, the Board determines that a bonus is due, the Company shall pay
your estate an amount equal to such bonus, pro-rated for the portion of the
fiscal year elapsed as of the time of your death.


 


b)                                     Termination
Without Cause or for Good Reason.  In addition to the payments provided for in Section 5(a),
in the event that (i) the Company terminates your employment other than
for death, disability or Cause pursuant to Section 4(d) or you
terminate your employment for Good Reason pursuant to Section 4(e); (ii) you
comply fully with all of your obligations under all agreements between the Company
and you; and (iii) you execute, deliver to the Company, within 60 days of
the termination of your employment, and do not revoke a general release (in a
form acceptable to the Company) releasing and waiving any and all claims that
you have or may have against the Company, its directors, officers, employees,
agents, successors and assigns with respect to your employment (other than any
obligation of the Company set forth herein which specifically survives the
termination of your employment), then the Company will provide you with twenty
four (24) months of severance pay based on your then current Base Salary. The
foregoing severance shall be paid in equal installments over the severance
period in accordance with the Company’s usual payroll schedule, commencing on
the date that the release referred to above may no longer be revoked.  This Section 5(b) shall not apply
during the one year period following a Change of Control (as defined below), in
which case Section 5(c) shall apply.


 


c)                                      Change of
Control. Upon a Change of Control, subject to the terms of any other
agreements that exist between you and the Company, fifty percent (50%) of the
unvested portion of any options to purchase common stock, restricted stock
units and other equity incentives then held by you shall become immediately
vested and the remaining unvested amount shall continue to vest after
the closing of the Change of Control on the same vesting schedule but at
50% of the number of shares that were to vest on each vesting date prior to the
Change of Control.  Further, in the event
that (i) within one year from the date a Change of Control (as defined
below) of the Company occurs, the Company (for purposes of this section, such
term to include its successor) terminates your employment other than for Cause
pursuant to Section 4(c), death or disability or you terminate your
employment with Good Reason; (ii) you comply fully with all of your
obligations under all agreements between the Company and you; and (iii) within
60 days of termination of your employment you execute and deliver to the
Company and do not revoke a general release (in a form acceptable to the
Company) releasing and waiving any and all claims that you have or may have
against the Company and its directors, officers, employees, agents, successors
and assigns with respect to your employment (other than any obligation of the
Company set forth herein which specifically survives the termination of your
employment), then:


 


·                  the Company will pay you twenty-four (24)
months of severance pay based on your then current Base Salary, with such
severance to be paid in equal installments over the severance 


 


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period in accordance with the Company’s usual payroll schedule,
commencing on the date that the release referred to above may no longer be
revoked;


·                  the Company will pay you, promptly after the
revocation period of the release set forth above expires, in a lump sum, two
times the average annual bonus paid to you over the preceding three years,
provided that in no event will a year prior to the year ended December 31,
2007 be used in this calculation;


·                  the Company will pay or reimburse you for the
premiums for continued coverage for you and your eligible dependents in the
same amounts and for the same coverage in effect immediately prior to your
termination from employment, under the Company’s group health and dental plans
until the earlier of: (i) twenty four (24) months from the date of
termination of your employment; or (ii) the date you are provided with
health and dental coverage by another employer’s health and dental plan (and,
for purposes of clarity, if the Company is unable to extend coverage to you
under its group health and dental plans due to your termination from active
employment status, then, to receive this benefit, you must elect continuation
coverage under COBRA and/or purchase an individual insurance policy, and the
Company shall have no obligation to pay or reimburse insurance premiums or
otherwise provide coverage if you fail to elect COBRA or obtain an individual
policy); and


·                  all unvested outstanding stock options,
restricted stock units and other equity incentives that were granted to you
before the Change of Control occurred shall immediately without further action
become vested in full.


 


For
purposes of this Agreement, “Change of Control” shall mean the first to occur
of any of the following: (a) any “person” or “group” (as defined in the
Securities Exchange Act of 1934, as amended) becomes the beneficial owner of a
majority of the combined voting power of the then outstanding voting securities
with respect to the election of the Board of Directors of the Company; (b) any
merger, consolidation or similar transaction involving the Company, other than
a transaction in which the stockholders of the Company immediately prior to the
transaction hold immediately thereafter in the same proportion as immediately
prior to the transaction not less than 50% of the combined voting power of the
then voting securities with respect to the election of the Board of Directors
of the resulting entity; (c) any sale of all or substantially all of the
assets of the Company; or (d) any other acquisition by a third party of
all or substantially all of the business or assets of the Company, as
determined by the Board of Directors, in its sole discretion.  The payments, benefits and acceleration of
vesting of stock options, restricted stock units and other equity incentives
provided in this Section 5(c) shall override and replace with respect
to you any Company wide policy with respect to payments, benefits and/or
acceleration of vesting upon a Change of Control.  After the one year period following a Change
of Control, this Section 5(c) shall no longer apply, and Section 5(b) shall
continue to apply.  In the event that
upon a Change of Control, the Company or the successor to or acquiror of the
Company’s business (whether by sale of outstanding stock, merger, sale of
substantially all the assets or otherwise) elects not to assume all the then
unvested outstanding stock options, restricted stock units and other equity
incentives that were granted to you before the Change of Control occurred, such
securities shall immediately without further action become vested in full
effective no later than the effective date of the Change of Control and you
shall receive the value of such stock options, restricted stock units and other
equity incentives as provided in the applicable acquisition agreement (or if no
such provision is made, in the applicable equity incentive plan).


 


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d)                                     Death/Disability.  In addition to the payments provided for in Section 5(a),
in the event of your death or the termination of your employment due to your
disability in accordance with Section 4(b) above, all unvested
outstanding stock options, restricted stock units and other equity incentives
that were held by you at the time of your death or termination of employment
due to disability shall immediately become fully vested and exercisable by you
or your personal representatives, heirs or legatees, as the case may be, at any
time prior to the expiration of one (1) year from the date of your death
or disability, but in no event after the expiration of the term of the
applicable equity award agreement.


 


6.                                       Nonsolicitation
Covenant.  In exchange
for the consideration provided by this Agreement, you shall not, for a period
of one year following the termination of your employment with the Company for
any reason, directly or indirectly, whether through your own efforts, or in any
way assisting or employing the assistance of any other person or entity
(including, without limitation, any consultant or any person employed by or
associated with any entity with which you are employed or associated), recruit,
solicit or induce (or in any way assist another in recruiting, soliciting or
inducing) any employee or consultant of the Company to terminate his or her
employment or other relationship with the Company.


 


7.                                       Assignment.  This
Agreement and the rights and obligations of the parties hereto shall bind and
inure to the benefit of any successor of the Company by reorganization, merger
or consolidation and any assignee of all or substantially all of its business
and properties.  Neither this Agreement
nor any rights or benefits hereunder may be assigned by you, except that, upon
your death, your earned and unpaid economic benefits will be paid to your heirs
or beneficiaries.


 


8.                                       Interpretation and Severability.  It
is the express intent of the parties that (a) in case any one or more of
the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, such
provision shall be construed by limiting and reducing it as determined by a
court of competent jurisdiction, so as to be enforceable to the fullest extent
compatible with applicable law; and (b) in case any one or more of the
provisions contained in this Agreement cannot be so limited and reduced and for
any reason is held to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforceability shall not affect the other provisions of this Agreement,
and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.


 


9.                                       Notices.  Any notice
that you or the Company are required to give the other under this Agreement
shall be given by personal delivery, recognized overnight courier service, or
registered or certified mail, return receipt requested, addressed in your case
to you at your last address of record with the Company, or at such other place
as you may from time to time designate in writing, and, in the case of the
Company, to the Company at its principal office, or at such other office as the
Company may from time to time designate in writing.  The date of actual delivery of any notice
under this Section 9 shall be deemed to be the date of receipt thereof.


 


10.                                 Waiver.  No
consent to or waiver of any breach or default in the performance of any
obligation hereunder shall be deemed or construed to be a consent to or waiver
of any other 


 


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breach
or default in the performance of any of the same or any other obligations
hereunder.  No waiver hereunder shall be
effective unless it is in writing and signed by the waiving party.


 


11.                                 Complete Agreement; Modification.  This Agreement sets forth the entire
agreement of the parties with respect to the subject matter hereof, and
supersedes any previous oral or written communications, negotiations,
representations, understandings, or agreements between them.  Any modification of this Agreement shall be
effective only if set forth in a written document signed by you and a duly
authorized officer of the Company.


 


12.                                 Headings.  The headings of the Sections
hereof are inserted for convenience only and shall not be deemed to constitute
a part, or affect the meaning, of this Agreement.


 


13.                                 Counterparts.  This Agreement may be signed in
two (2) counterparts, each of which shall be deemed an original and both
of which shall together constitute one agreement.


 


14.                                 Choice
of Law; Jurisdiction.  This
Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts, and the validity, interpretation and performance of this
Agreement shall be governed by, and construed in accordance with, the laws of
Massachusetts, without regard to conflict of law principles.  You hereby consent and submit without
limitation to the jurisdiction of courts in Massachusetts in connection with
any action arising out of this Agreement, and waive any right to object to any
such forum as inconvenient or to object to venue in Massachusetts.  You agree that, in any action arising out of
this Agreement, you will accept service of process by registered mail or the
equivalent directed to your last known address or by such other means permitted
by such court.


 


15.                                 Advice
of Counsel; No Representations.  You acknowledge that you have been advised to
review this Agreement with your own legal counsel, that prior to entering into this Agreement, you have had the
opportunity to review this Agreement with your attorney, and that the Company has not made any representations, warranties,
promises or inducements to you concerning the terms, enforceability or
implications of this Agreement other than as are contained in this Agreement.


 


16.                                 I.R.C. § 409A.  Notwithstanding
anything to the contrary set forth herein, any payments and benefits provided
under this Agreement that constitute “deferred compensation” within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the regulations and other guidance thereunder and any state law of similar
effect (collectively, the “Section 409A”) shall not commence in
connection with your termination of employment unless and until you have also
incurred a “separation from service” (as such term is defined in Treasury
Regulation Section 1.409A-1(h) (the “Separation From Service”),
unless the Company reasonably determines that such amounts may be provided to
you without causing you to incur the additional 20% tax under Section 409A.


 


It is intended that each installment of severance
pay provided for in this Agreement is a separate “payment” for purposes of
Treasury Regulation Section 1.409A-2(b)(2)(i).  For the avoidance of doubt, it is intended
that severance payments set forth in this Agreement satisfy, to the greatest
extent possible, the exceptions from the application of Section 409A
provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and
1.409A-1(b)(9).


 


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If the Company (or, if applicable, the successor
entity thereto) determines that any payments or benefits constitute “deferred
compensation” under Section 409A and you are, on the termination of
service, a “specified employee” of the Company or any successor entity thereto,
as such term is defined in Section 409A(a)(2)(B)(i) of the Code,
then, solely to the extent necessary to avoid the incurrence of the adverse
personal tax consequences under Section 409A, the timing of the payments
and benefits shall be delayed until the earlier to occur of: (a) the date
that is six months and one day after your 
Separation From Service, or (b) the date of your death (such
applicable date, the “Specified Employee Initial Payment Date”).  On the Specified Employee Initial Payment
Date, the Company (or the successor entity thereto, as applicable) shall (i) pay
to you a lump sum amount equal to the sum of the payments and benefits that you
would otherwise have received through the Specified Employee Initial Payment
Date if the commencement of the payment of such amounts had not been so delayed
pursuant to this Section and (ii) commence paying the balance of the
payments and benefits in accordance with the applicable payment schedules set
forth in this Agreement.


 


17.                                 Survival.  Provisions of this Agreement which by their
terms must survive the termination of this Agreement in order to effectuate the
intent of the parties will survive any such termination, whether by expiration
of the Term, termination of your employment, or otherwise, for such period as
may be appropriate under the circumstances. Such provisions include, without
limitation, Sections 5 and 6 of this Agreement.


 


18.                                 Excise
Tax-Related Provisions.  In
the event you become entitled to any amounts or benefits payable in connection
with a Change of Control, including the value of accelerated vesting of equity
(and whether or not such amounts are payable pursuant to this Agreement) (the “Change
of Control Payments”), if any of such Change of Control Payments are
subject to the tax (the “Excise Tax”) imposed by Section 4999 of
the Code (or any similar federal, state or local tax that may hereafter be
imposed), the Company shall pay you at the time specified in clause (c) below
an additional amount (the “Gross-Up Payment”) such that the net amount
retained by you, after deduction of any Excise Tax on the Change of Control
Payments and any federal, state and local income tax and Excise Tax upon the
Gross Up Payment provided for by this Section 18, shall be equal to the
Change of Control Payments; provided, however that in the event the aggregate
value of the Change of Control Payments exceeds three times your “base amount,”
as defined in Section 280G(b)(3) of the Code (the “Parachute Threshold”), by an amount
equal to less than fifteen percent (15%) of the Parachute Threshold, the Change
of Control Payments shall be reduced to an aggregate amount that is two hundred
ninety-nine percent (299%) of  your “base
amount” and the Company shall have no obligation to make a Gross-Up
Payment.  The Company shall reduce or
eliminate the Change of Control Payments by first reducing or eliminating cash
payments, and then by reducing or eliminating the portion of such Change of
Control Payments which are not payable in cash, in each case in reverse order
beginning with payments or benefits which are to be paid the farthest in time
from the Change of Control.  This
provision shall take precedence over the provisions of any other plan,
arrangement or agreement governing your rights and entitlements to any benefits
or compensation.  For the avoidance of
doubt, (a) in no event shall the Company be required to pay to you any
amount under this Section 18 with respect to any taxes or interest that
may arise as a result of Section 409A of the Code and (b) no part of
the Gross Up Payment is intended to provide a gross up for your regular
income or employment taxes with respect to the Change of Control Payments that
are unrelated to the Excise Tax.


 


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In addition, the following operational rules and
limits shall apply to this Section 18.


 


a)                                      All
determinations under this Section 18 shall be made at the expense of the
Company by a nationally recognized tax counsel, public accounting firm or
compensation consultant selected by the Company and subject to your approval,
which approval shall not be unreasonably withheld.  Such determinations shall be binding upon you
and the Company.


 


b)                                     For purposes of
determining the amount of the Gross-Up Payment, you shall be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation in
the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at your marginal rate of taxation in the state and locality
of your residence on the date of termination, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.


 


c)                                      The payments
provided for in this Section 18 shall be made to you at least 30 days
prior to such time as you are required to remit the taxes described above to
the applicable taxing authorities; provided, however, that if the amount of
such payments cannot be finally determined on or before the date due, the
Company shall pay you on such day an estimate, as determined in good faith by
the Company, of the minimum amount of such payments and shall pay the remainder
of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of
the Code) as soon as the amount thereof can be determined but in no event later
than the sixtieth day after the date of your termination of employment.  In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been due, you shall
repay such excess to the Company within fifteen (15) days after demand by the
Company (together with interest at the rate provided in Section 1274(b)(2)(B) of
the Code).


 


d)                                     In no event
will the Gross Up Payment paid under this Section 18 exceed $3 million
even if the effect of such limit is that the net amount retained by you, after
deduction of any Excise Tax on the Change of Control Payments and any federal,
state and local income tax and Excise Tax upon the Gross Up Payment provided for
by this Section 18, shall be less than the Change of Control Payments.


 


e)                                      This Section 18
shall be of no further force or effect as of the earlier of (1) the
expiration or termination of this Agreement and (2) the third anniversary
of this Agreement.


 


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IN
WITNESS WHEREOF,
the Company and you have executed this Agreement as of the day and year first
set forth above.


 


 


	
  AMAG
  Pharmaceuticals, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:
  

  	
  Michael
  Narachi

  	
   

  
	
  Title:
  

  	
  Chairman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Brian
  J.G. Pereira, MD