Exhibit
10.4


 


 


AMAG
PHARMACEUTICALS, INC.


 


Restricted Stock Unit Agreement


 


AMAG Pharmaceuticals, Inc.
(the “Company”) hereby enters into this Restricted Stock Unit Agreement,
dated as of the date set forth below, with the Recipient named herein (the “Agreement”)
and grants to the Recipient the Restricted Stock Units (“RSUs”) specified
herein pursuant to its 2007 Equity
Incentive Plan, as amended and in effect from time to time.  The Terms and Conditions attached hereto are
also a part hereof.


 


	
  Name of recipient (the “Recipient”):

  	
  [Name of
  Recipient]

  
	
   

  	
   

  
	
  Date of this RSU grant:

  	
  [Date of
  Grant]

  
	
   

  	
   

  
	
  Number of shares of the
  Company’s Common Stock (the “Underlying Shares”) underlying the
  equivalent number of restricted stock units (the “RSUs”) granted
  pursuant to this Agreement:

  	
  [Number]

  
	
   

  	
   

  
	
  Vesting Start Date:

  	
  [Date]

  
	
   

  	
   

  
	
  Number of RSUs that are
  vested on the Vesting Start Date:

  	
  [Number]

  
	
   

  	
   

  
	
  Number of RSUs that are
  unvested the Vesting Start Date:

  	
  [Number]

  
	
   

  	
   

  



 


Vesting
Schedule:


 


	
  One
  year from the Vesting Start Date:

  	
  [Number]

  
	
  Two
  years from the Vesting Start Date:

  	
  [Number]

  
	
  Three
  years from the Vesting Start Date:

  	
  [Number]

  
	
  Four
  years from the Vesting Start Date:

  	
  [Number]

  
	
   

  	
   

  
			



 


	
   

  	
   

  	
  AMAG PHARMACEUTICALS, INC.

  	
   

  
	
  Signature of Recipient

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Name]  

  	
  By:  

  	
   

  	
   

  
	
  [Address]

  	
   

  	
  David A. Arkowitz

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer
  & Chief Business Officer

  	
   

  



 


 
















AMAG
PHARMACEUTICALS, INC.


 


Restricted
Stock Unit Agreement — Terms and Conditions


 


AMAG Pharmaceuticals, Inc.
(the “Company”) agrees to award to the recipient specified on the cover
page hereof (the “Recipient”), and the Recipient agrees to accept from
the Company, the number of restricted stock units (the “RSUs”) specified
on the cover page hereof representing an equivalent number of shares of the
Company’s Common Stock (the “Underlying Shares”), on the following
terms:


 


1.           Grant Under Plan.  This Restricted Stock Unit Agreement (the “Agreement”)
is made pursuant to and is governed by the Company’s 2007 Equity Incentive Plan, as amended and in effect from time to
time (the “Plan”), and, unless the context otherwise requires,
capitalized terms used herein shall have the same meanings as in the Plan.


 


2.               Vesting if
Business Relationship Continues.


 


(a)           Vesting Schedule.  If the Recipient has maintained continuously
a Business Relationship with the Company through each date specified on the
cover page hereof, a portion of the RSUs shall vest on such date in such
amounts as are set forth opposite such date on the cover page hereof.  If the Recipient’s Business Relationship with
the Company is terminated by the Company or by the Recipient for any reason,
whether voluntarily or involuntarily, no additional RSUs shall become vested
RSUs under any circumstances with respect to the Recipient and any unvested
RSUs shall be forfeited.  Any
determination under this Agreement as to Business Relationship status or other
matters referred to above shall be made in good faith by the Board, whose
decision shall be final and binding on all parties.


 


“Business Relationship” means service to the
Company or its successor in the capacity of an employee, officer, director,
consultant, or advisor.


 


(b)           Termination of Business
Relationship.  For purposes hereof, a
Business Relationship shall not be considered as having terminated during any  military leave,
sick leave, or other leave of absence if approved in writing by the
Company and if such written approval, or applicable law, contractually
obligates the Company to continue the Business Relationship of the Recipient
after the approved period of absence (an “Approved Leave of Absence”).  In the event of an Approved Leave of Absence,
vesting of RSUs shall be suspended (and all subsequent vesting dates shall be
postponed by the length of the period of the Approved Leave of Absence) unless
otherwise provided in the Company’s written approval of the leave of absence
that specifically refers to this Agreement. 
For purposes hereof, a Business Relationship shall include a consulting
arrangement between the Recipient and the Company that immediately follows
termination of employment, but only if so stated in a written consulting
agreement executed by the Company that specifically refers to this Agreement.


 


 

















 


 


(c)           Acceleration.  The Board may at any time provide that the
RSUs awarded pursuant to this Agreement shall become immediately exercisable in
full or in part, shall be free of some or all restrictions, or otherwise
realizable in full or in part, as the case may be, despite the fact that the
foregoing actions may cause the application of Sections 280G and 4999 of the
Code if a change in control of the Company occurs.


 


3.             Issuance of Underlying Shares.  With respect to any RSUs
that become vested RSUs pursuant to Section 2, subject to Sections 5 and 6, the
Company shall issue to the Recipient, as soon as practicable following the
applicable vesting date specified on the cover page hereof, the number of
Underlying Shares equal to the number of RSUs vesting on such vesting date,
provided that, if the vesting date of any portion of the RSUs shall occur
during either a regularly scheduled or special “blackout period” of the Company
wherein Recipient is precluded from selling shares of the Company’s Common
Stock, the receipt of the corresponding Underlying Shares issuable with respect
to such vesting date pursuant to this Agreement shall be deferred until after
the expiration of such blackout period, unless such Underlying Shares are
covered by a previously established Company-approved 10b5-1 plan of the
Recipient, in which case the Underlying Shares shall be issued in accordance
with the terms of such 10b5-1 plan.  The
Underlying Shares the receipt of which was deferred as provided above shall be
issued to Recipient as soon as practicable after the expiration of the blackout
period.  Notwithstanding the above, in no
event may the Underlying Shares be issued to the Recipient later than the later
of: (i) December 31st of the calendar year in which vesting occurs, or (ii) the
fifteenth (15th) day of the third calendar month following such vesting date;
provided that the Recipient acknowledges and agrees that if the Underlying
Shares are issued to the Recipient pursuant to this sentence while either a
regularly scheduled or special “blackout period” is still in effect with
respect to the Company or the Recipient, neither the Company nor the Recipient
may sell any shares of the Company’s Common Stock to satisfy any Tax
Obligations except in compliance with the Company’s insider trading policies
and requirements and applicable laws. 
The form of such issuance (e.g.,
a stock certificate or electronic entry evidencing such Underlying Shares)
shall be determined by the Company.


 


4.             Restrictions on Transfer.  The Recipient shall not sell, assign,
transfer, pledge, encumber or dispose of all or any of his or her RSUs.  Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, the
Recipient may designate a third party who, in the event of the Recipient’s
death, shall thereafter be entitled to receive any distributions of Underlying
Shares to which the Recipient is entitled at the time of his or her death
pursuant to this Agreement.


 


                5.             Compliance with Law.  The Recipient’s Award, and the issuance of
the Underlying Shares pursuant to the Award, must comply with all applicable
laws and regulations governing the Award, and with the applicable regulations
of any stock exchange on which the Underlying Shares may be listed for trading
at the time of issuance.  The Company
shall not issue the Underlying Shares to the Recipient if the Company
determines that such issuance would not be in material compliance with all applicable
laws and regulations (in which case issuance of the Underlying Shares shall
occur at the earliest date at which the Company determines that delivery of the
Underlying Shares will not cause any such violation or non-compliance).


 


2

















 


6.             Withholding Taxes.  All grants made pursuant to this Agreement
shall be subject to withholding of all applicable federal, state, local and
foreign income, employment, payroll, social insurance or other taxes resulting
from the issuance or vesting of the RSUs or the delivery of the Underlying
Shares (the “Tax Obligations”). 
The Recipient agrees to pay to the Company, or otherwise make adequate
provisions satisfactory to the Company for the payment of, any sums required to
satisfy the Tax Obligations at the time such Tax Obligations arise.  The Company may, in its discretion, and the
Recipient hereby agrees that and authorizes the Company on its behalf to,
withhold, sell, and/or arrange for the sale of such number of Underlying Shares
otherwise issuable to the Recipient pursuant to this Agreement as deemed
necessary by the Company, in its sole discretion, to ensure that the Tax
Obligations can be satisfied, including the right to sell shares having a fair
market value greater than the Tax Obligations; provided,
however, that for this purpose
the Tax Obligations shall be computed based on the minimum statutory
withholding rates for federal, state, local, and foreign income and employment
tax purposes; provided, further,
however, that if the Company decides to satisfy the Tax Obligations
by withholding shares otherwise issuable hereunder (rather than by selling or
arranging for the sale of shares on behalf of the Recipient), the Company shall
not withhold shares having a fair market value greater than the Tax
Obligations.  The Recipient further
agrees that, if the Company elects not to withhold, sell, or arrange for the
sale of the amount of Underlying Shares sufficient to satisfy the full amount
of the Tax Obligations, the Company may withhold such shortfall in cash from
wages or other remuneration or the Recipient will deliver to the Company, in
cash, the amount of such shortfall.  The
Recipient further agrees that the Recipient shall not sell any of the
Underlying Shares during the period of time that the Company is acting on the
Recipient’s behalf to withhold, sell, and/or arrange for the sale of the number
of Underlying Shares necessary to satisfy the Recipient’s Tax Obligations.  Notwithstanding the preceding sentences, the Recipient
may, by written notice to the Company at least ten business days before the
applicable vesting date specified on the cover page hereof, elect to pay in
cash the applicable Tax Obligations, or make other appropriate provisions
acceptable to the Company for the payment of the applicable Tax Obligations,
including the withholding from any payroll or other amounts due to the
Recipient.  The Company may refuse to
issue the Underlying Shares if the Recipient fails to comply with his or her
obligations in connection with the Tax Obligations as described in this
Section.


 


Recipient
further agrees to take any further actions and execute any additional documents
as may be necessary to effectuate the provisions of this Section 6 and the
Recipient hereby grants the Company a irrevocable power of attorney to sign
such additional documents on the Recipient’s behalf if the Company is unable
after reasonable efforts to obtain Recipient’s signature on such additional
documents.  This power of attorney is
coupled with an interest and is irrevocable by the Recipient.


 


7.             Provision of Documentation to
Recipient.  By signing the cover page
of this Agreement, the Recipient acknowledges receipt of a copy of this entire
Agreement, a copy of the Plan, and a copy of the Plan’s related prospectus.


 


8.             Section 409A of the Internal
Revenue Code.  The RSUs granted
hereunder are intended to avoid the potential adverse tax consequences to the
Recipient of Section 409A of the 


 


 


3

















 


Internal Revenue Code of
1986, as amended, and the Board may make such modifications to this Agreement
as it deems necessary or advisable to avoid such adverse tax consequences.


 


9.             Rights as Stockholder.  The Recipient shall have no voting or any
other rights as a stockholder of the Company with respect to any RSUs covered
by this Agreement until the issuance of the Underlying Shares.


 


10.           Miscellaneous.


 


(a)           Notices.  All notices hereunder shall be in writing and
shall be deemed given when sent by certified or registered mail, postage
prepaid, return receipt requested, if to the Recipient, to the address set
forth on the cover page hereof or at the address shown on the records of the
Company, and if to the Company, to the Company’s principal executive offices,
attention of the Corporate Secretary.


 


(b)           Entire Agreement; Modification.  This Agreement constitutes the entire
agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement.  This Agreement may be modified, amended or
rescinded only by a written agreement executed by both parties signatories to
this Agreement.  In the event of a
conflict between the terms of this Agreement and the Plan, the terms of the
Plan shall control.


 


(c)
          Fractional RSUs or Underlying
Shares.  All fractional RSUs or
Underlying Shares resulting from the adjustment provisions contained in the
Plan shall be rounded down to the nearest whole unit or share.


 


(d)           Severability.  The invalidity, illegality or
unenforceability of any provision of this Agreement shall in no way affect the
validity, legality or enforceability of any other provision.


 


(e)           Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth herein.


 


(f)            Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the laws of Delaware without giving effect to
the principles of the conflicts of laws thereof.


 


(g)           No Obligation to Continue Business
Relationship.  Neither the Plan, nor
this Agreement, nor any provision hereof imposes any obligation on the Company
to continue a Business Relationship with the Recipient.


 


(h)           For
purposes of Sections 2, 6 and 10(g), the “Company” shall mean the Company as
defined in Section 9(a) of the Plan.


 


 


4