Exhibit 10.2


 





 


Stock Option Grant


 


1.                                       Grant of Option


 


AMAG Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), hereby grants to [Name of Recipient] (the “Recipient”),
an option to purchase [Number] shares
of Common Stock, $.01 par value per share, of the Company as hereinafter set
forth (the “Option”), pursuant and subject to the terms and provisions of the
Company’s 2007 Equity Incentive Plan (the “Plan”).  The date of grant of this Option is [Date].


 


                                                All terms which
are defined in the Plan shall have the same meanings herein.


 


2.                                       Vesting of
Option


 


                                                This Option
shall be exercisable in cumulative installments on each of the following dates,
as follows:


 




	
  Date Exercisable

  	
   

  	
  Number of Shares Exercisable

  
	
   

  	
   

  	
   

  
	
  On
  date of grant

  	
   

  	
  - [Number] -

  
	
   

  	
   

  	
   

  
	
  [Subsequent
  Vesting Dates]

  	
   

  	
  - [Number] -

  






 


                                                No additional
shares shall vest and become exercisable between each of the vesting dates set
forth above.


 


3.                                       Term of Option


 


                                                Unless
terminated earlier as provided in Section 6 below, this Option shall terminate
in ten (10) years on [Date].


 


4.                                       Exercise Price


 


                                                The exercise
price of this Option shall be [           
($       )]
per share.


 


5.                                       Exercise and
Payment


 


(a)                                  Method of
Payment.    This Option shall be
exercisable by delivery to the Company of written notice of exercise,
specifying the number of shares for which this Option is being exercised
(subject to Section 2 hereof), together with (i) payment to the Company for the
total exercise price thereof in cash, by check, (ii) subject to the Company’s
approval, by Common Stock of the Company already owned by the Recipient, (iii)
delivery of an irrevocable and


 


 


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unconditional undertaking by
a creditworthy broker to deliver promptly to the Company sufficient funds to
pay the exercise price, (iv) delivery by the Recipient to the Company of a copy
of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price, or (v) by some combination thereof; provided that methods (iii) and (iv)
shall only be permissible if the Company’s Common Stock is listed on the Nasdaq
Global Market or other national securities exchange at such time.


 


(b)                                 Valuation of
Shares Tendered in Payment of Purchase Price.    For the purposes hereof, the fair market
value of any share of the Company’s Common Stock which may be delivered to the
Company in exercise of this Option shall be determined in good faith by the
Board of Directors of the Company, or, in the absence of such determination,
shall be equal to the closing price of a share of the Company’s Common Stock as
reported on the Nasdaq Global Market (or other national securities exchange or
automated marketplace upon which the Company’s Common Stock is then traded) on
the date of exercise of this Option.


 


(c)                                  Delivery of
Shares Tendered in Payment of Purchase Price.    If the Company permits the Recipient to
exercise Options by delivery of shares of Common Stock of the Company, the
certificate or certificates representing the shares of Common Stock of the
Company to be delivered shall be duly executed in blank by the Recipient or
shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to the Company.  Fractional shares of Common Stock of the
Company will not be accepted in payment of the purchase price of shares
acquired upon exercise of this Option.


 


(d)                                 Use of
Statutory Option Stock.   
Without derogating from the foregoing, “statutory option stock” (as
defined below) may be tendered in payment of the exercise price of this Option
even if the stock to be so tendered has not, at the time of tender, been held
by the Recipient for the applicable minimum statutory holding period required
to receive the tax benefits afforded under Section 421(a) of the Code with
respect to such stock.  The Recipient
acknowledges that the tender of such “statutory option stock” may have adverse
tax consequences to the Recipient.  As
used above, the term “statutory option stock” means stock acquired through the
exercise of an incentive stock option or an option granted under an employee
stock purchase plan.  The tender of
statutory option stock in payment of the exercise price of this Option shall be
accompanied by written representation (in form satisfactory to the Company)
stating whether such stock has been held by the Recipient for the applicable
minimum statutory holding period.


 


6.                                       Effect of
Termination of Employment,
Board Membership, or Service Provision or Death


 


                                                This Option
shall not be assignable or transferable either voluntarily or by operation of
law, except as set forth in this Section 6. 
Notwithstanding the foregoing, an Option may be transferred pursuant to
a domestic relations order, provided, 


 


 


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however, that an “incentive
stock option” may be deemed to be a nonqualified stock option as a result of
such transfer.  Further, notwithstanding
the foregoing, the Recipient may, by delivering written notice to the Company,
in a form provided by or otherwise satisfactory to the Company, designate a
third party who, in the event of the death of the Recipient, shall thereafter
be the beneficiary of an Option with the right to exercise the Option and
receive the Common Stock or other consideration resulting from an Option
exercise.


 


                                                In the event
the Recipient during his or her lifetime ceases to be an employee, member of
the Board of Directors, or other service provider of the Company or of any
subsidiary for any reason, other than death or disability, any unexercised
portion of this Option which was otherwise exercisable on the date of
termination of employment shall expire unless exercised within three months of
that date, but in no event after the expiration of the term hereof.


 


                                                In the event of
termination of employment, board membership, or service in any other capacity
because of the death or disability of the Recipient (i) while an employee,
board member, or service provider of the Company or any subsidiary, or (ii)
during the three-month period following termination of his or her employment,
status as a director, or status as a service provider for any reason other than
death or disability, this Option shall be exercisable for the number of shares
otherwise exercisable on the date of death, disability or termination, by the
Recipient or his or her 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 the death or disability of the Recipient, but in no event after the
expiration of the term hereof.


 


Notwithstanding the
foregoing, if the Recipient, prior to the termination date of this Option,  (i) violates any provision of any employment
agreement or any confidentiality or other agreement between the Recipient and
the Company, (ii) commits any felony or any crime involving fraud, dishonesty
or moral turpitude under the laws of the United States or any state thereof,
(iii) attempts to commit, or participate in, a fraud or act of dishonesty
against the Company, or (iv) commits gross misconduct, the right to exercise
this Option shall terminate immediately upon written notice to the Recipient
from the Company describing such violation or act.


 


7.                                       Employment, Board Membership or Service


 


                                                Nothing
contained in this Option or in the Plan shall be construed as giving the Recipient any right to be retained in the employ, board membership, or
service of the Company or any of its subsidiaries.


 


8.                                       Withholding
Taxes


 


                                                The Recipient
acknowledges and agrees that the Company has the right to deduct from payments
of any kind otherwise due to the Recipient any federal, state or local taxes of
any kind required by law to be withheld with respect to exercise of this
Option.


 


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9.                                       Plan Provisions


 


                                                Except as
otherwise expressly provided herein, this Option and the rights of the
Recipient hereunder shall be subject to and governed by the terms and
provisions of the Plan, including without limitation the provisions of Section
4 thereof.


 


10.                                 Recipient Representation;
Stock Certificate Legend


 


                                                The Recipient
hereby represents that he or she has received and read the Prospectus filed
with the Securities and Exchange Commission as a part of the Registration
Statement on Form S-8, which registered the shares under the Plan.


 


                                                If the
Recipient is an “affiliate” of the Company (as defined in Rule 144 promulgated
under the Securities Act of 1933), all stock certificates representing shares
of Common Stock issued to such Recipient pursuant to this Option shall have
affixed thereto legends substantially in the following form:


 


“The shares represented by
this certificate may be deemed to be held by an “affiliate” as defined by the
Securities Act of 1933, as amended (the “Act”) and may not be sold, transferred
or assigned unless such sale is pursuant to an effective registration statement
under the Act or an opinion of counsel, satisfactory to the corporation, is
obtained to the effect that such sale, transfer or assignment is exempt from
the registration requirements of the Act.”


 


11.                                 Notice


 


                                                Any notice
required to be given under the terms of this Option shall be properly addressed
as follows:  to the Company at its
principal executive offices, and to the Recipient at his or her address set
forth below, or at such other address as either of such parties may hereafter
designate in writing to the other.


 


12.                                 Qualification under Section
422


 


                                                It is
understood and intended that this Option shall qualify as an “incentive stock
option” as defined in, and to the maximum extent permitted under, Section 422
of the Internal Revenue Code. 
Accordingly, the Recipient understands that in order to obtain the
benefits of an incentive stock option under Section 421 of the Code, no sale or
other disposition may be made of any shares acquired upon exercise of this
Option within the one (1) year period beginning on the day after the day of the
transfer of such shares to him or her, nor within the two (2) year period
beginning on the day after the grant of this Option.  If the Recipient intends to dispose or does
dispose (whether by sale, exchange, gift, transfer or otherwise) of any such
shares within said periods, he or she will notify the Company within thirty
(30) days after such disposition.


 


13.                                 Enforceability


 


                                                This Option
shall be binding upon the Recipient, his or her estate, and his or her personal
representatives and beneficiaries.


 


 


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14.                                 Effective Date


 


                                                The effective
date of this Option is [Date].


 


 


 


 


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IN WITNESS WHEREOF, this Option has been
executed by a duly authorized officer of the Company as of the effective date.


 


	
   

  	
   

  	
  AMAG Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  David A. Arkowitz

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  Recipient’s Acceptance:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The undersigned hereby
  accepts this Option and agrees to the terms and provisions set forth in this
  Option and in the Plan (a copy of which has been delivered to him/her).

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature of Recipient)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print Name of Recipient)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  



 


 


 


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