Exhibit 10.1


AMAG PHARMACEUTICALS,
INC.


2007 EQUITY INCENTIVE PLAN


1.                  General


(a)            Successor to Prior Plan. This 2007 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors (the “Board”) of AMAG Pharmaceuticals, Inc. (the “Company”) on October 2, 2007. This Plan is intended as
the successor to the Company’s Amended and Restated 2000 Stock Plan (the “2000 Plan”). As
of the date this Plan is adopted by the Company’s stockholders (the “Effective
Date”), no additional Awards shall be granted under the 2000 Plan. Any shares
remaining available for issuance under the 2000 Plan as of the Effective Date
shall be included in the number of shares of Common Stock that may be issued
pursuant to the Plan as provided in Section 3 hereof and shall be available
for issuance pursuant to Awards granted hereunder. All outstanding Awards
granted under the 2000 Plan shall remain subject to the terms of the 2000 Plan,
except that the Board may elect to extend one or more of the features of this
Plan to options granted under the 2000 Plan. Any shares subject to outstanding
Awards granted under the 2000 Plan that expire or terminate for any reason
prior to exercise shall be added to the Total Share Reserve of this Plan as
provided in Section 3 and become available for issuance pursuant to Awards
granted hereunder. All Awards granted subsequent to the Effective Date shall be
subject to the terms of this Plan.


(b)           Purpose and Eligibility. The purpose of the Plan is to provide
restricted stock units, stock, stock options, and other equity interests in the
Company (each an “Award”) to employees, officers,
directors, consultants and advisors of the Company and its Subsidiaries, all of
whom are eligible to receive Awards under the Plan. Any person to whom an Award
has been granted under the Plan is called a “Participant.”  Additional definitions are contained in Section 9.


2.                  Administration


(a)            Administration by Board of Directors. The Plan
will be administered by the Board. The Board, in its sole discretion, shall
have the authority to grant and amend Awards, to adopt, amend and repeal rules relating
to the Plan and to interpret and correct the provisions of the Plan and any
Award. All decisions by the Board shall be final and binding on all interested
persons. Neither the Company nor any member of the Board shall be liable for
any action or determination relating to the Plan.


(b)           Appointment of Committees. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”).
All references in the Plan to the “Board” shall
mean such Committee or the Board.


(c)            Delegation to Executive Officers. To the
extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to grant Awards and exercise such
other powers under the Plan as the Board may determine, provided
that the Board shall fix the maximum number of Awards to be granted
and the maximum number of shares issuable to any one Participant pursuant to
Awards granted by such executive officers.


3.                  Stock Available for Awards


(a)            Type of Security; Number of Shares. Subject to
adjustment under Section 3(d), the aggregate number of shares of Common
Stock of the Company (the “Common Stock”)
that may be issued pursuant to the Plan shall not exceed, in the aggregate, the
sum of (i) the number of shares remaining available for issuance under the
2000 Plan as of the Effective Date, (ii) the number of 


 


 


1

















 


shares
that are issuable pursuant to Awards outstanding under the 2000 Plan as of the
Effective Date and, but for this provision, would have otherwise reverted to
the share reserve of the 2000 Plan pursuant to the provisions thereof, and (iii) an
additional 2,000,000 shares (the sum of (i), (ii) and (iii) being
referred to herein as the “Total Share Reserve”).
If any Award expires, or is terminated, surrendered or forfeited, in whole or
in part, the unissued Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan. If shares of Common Stock
issued pursuant to the Plan are repurchased by, or are surrendered or forfeited
to, the Company at no more than cost, such shares of Common Stock shall again
be available for the grant of Awards under the Plan; provided, however, that
the cumulative number of such shares that may be so reissued under the Plan
will not exceed the Total Share Reserve. Shares issued under the Plan may
consist in whole or in part of authorized but unissued shares or treasury
shares.


(b)           Per-Participant Limit. Subject to adjustment in accordance
with Section 3(d), no Participant may be granted Awards during any one
fiscal year with respect to more than 300,000 shares of Common Stock.


(c)            Non-Option Award Limit. No more than 600,000 shares of Common
Stock of the Company (subject to adjustment as provided in Section 3(d) hereof)
may be awarded under the Plan in respect of Awards other than Options with an
exercise price and duration established in accordance with Section 4(c) and
(d) below, respectively.


(d)           Adjustment to Common Stock. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off, split-up, or other similar change in
capitalization or event (an “Extraordinary
Capitalization Event”), (i) the number and class of securities
available for Awards under the Plan and the per-Participant share limit, (ii) the
number and class of securities, vesting schedule and exercise price per share
subject to each outstanding Option, (iii) the repurchase price per
security subject to repurchase, and (iv) the terms of each other
outstanding stock-based Award shall be adjusted (or substituted Awards may be
made) by the Board in a proportionate and equitable manner to the extent that
such Extraordinary Capitalization Event increases or decreases the actual
outstanding shares of Common Stock of the Company as of immediately prior to
such Extraordinary Capitalization Event.


4.                  Stock Options


(a)            General. The Board may grant options to purchase
Common Stock (each, an “Option”) and
determine the number of shares of Common Stock to be covered by each Option,
the exercise price of each Option and the conditions and limitations applicable
to the exercise of each Option and the Common Stock issued upon the exercise of
each Option, including vesting provisions, repurchase provisions and
restrictions relating to applicable federal or state securities laws, as it
considers advisable.


(b)           Incentive Stock Options. An Option that the Board intends to be
an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall be granted only to employees
of the Company or a Subsidiary and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. The Board
and the Company shall have no liability if an Option or any part thereof that
is intended to be an Incentive Stock Option does not qualify as such. An Option
or any part thereof that does not qualify as an Incentive Stock Option is
referred to herein as a “Nonstatutory Stock Option”.


(c)            Exercise Price. The Board shall establish the exercise
price (or determine the method by which the exercise price shall be determined)
at the time each Option is granted and specify it in the 


 


 


2

















 


applicable
option agreement; provided that the exercise price shall not be less than the
fair market value of the Company’s Common Stock on the date of grant. The
exercise price with respect to an Incentive Stock Option granted to an employee
who at the time of grant owns (directly or under the attribution rules of Section 424(d) of
the Code) stock representing more than 10% of the voting power of all classes
of stock of the Company or of any Subsidiary shall be at least 110% of the fair
market value of the Company’s Common Stock on the date of grant.


(d)           Duration of Options. Each Option shall be exercisable at
such times and subject to such terms and conditions as the Board may specify in
the applicable option agreement; provided that no Option shall expire later
than 10 years from its date of grant, and no Incentive Stock Option granted to
an employee who owns (directly or under the attribution rules of Section 424(d) of
the Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any Subsidiary shall expire later than 5
years from its date of grant.


(e)            Exercise of Options. Options may be exercised only by
delivery to the Company of a written notice of exercise signed by the proper
person together with payment in full as specified in Section 4(e) for
the number of shares for which the Option is exercised.


(f)              Payment Upon Exercise. Common Stock purchased upon the
exercise of an Option shall be paid for by one or any combination of the
following forms of payment:


(i)                by check
payable to the order of the Company;


(ii)             except as
otherwise explicitly provided in the applicable option agreement, and only if
the Common Stock is then publicly traded, delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or delivery by the
Participant 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


(iii)          to the
extent explicitly provided in the applicable option agreement and not otherwise
prohibited by applicable law, by (x) delivery of shares of Common Stock
owned by the Participant valued at fair market value (as determined by the
Board or as determined pursuant to the applicable option agreement); provided,
that no shares of Common Stock so delivered in payment of the exercise price of
any Option shall thereafter be available for re-issuance under the Plan, (y) delivery
of a promissory note of the Participant to the Company (and delivery to the
Company by the Participant of a check in an amount equal to the par value of
the shares purchased), or (z) payment of such other lawful consideration
as the Board may determine.


(g)           No Repricing. Other than in connection with a change
in the Company’s capitalization (as described in Section 3(d)), without
stockholder approval (i) the exercise price of an Option may not be
reduced, and (ii) no Option may be amended, cancelled or repurchased for
the purpose of repricing, replacing or regranting such Option with an exercise
price that is less than the original exercise price of such Option.


5.                  Restricted Stock


(a)            Grants. The Board may grant Awards entitling
recipients to acquire shares of Common Stock, subject to (i) delivery to
the Company by the Participant of a check in an amount at least equal to the
par value of the shares purchased, and (ii) the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price from the Participant in the event that conditions specified by
the Board in the applicable Award are not satisfied prior to the 


 


 


3

















 


end
of the applicable restriction period or periods established by the Board for
such Award (each, a “Restricted Stock Award”).


(b)           Terms and Conditions. The Board shall determine the terms and
conditions (or provide for no conditions) of any such Restricted Stock Award. Any
stock certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed
in blank, with the Company (or its designee). After the expiration of the
applicable restriction periods, the Company (or such designee) shall deliver
the certificates no longer subject to such restrictions to the Participant or,
if the Participant has died, to the beneficiary designated by a Participant, in
a manner determined by the Board, to receive amounts due or exercise rights of
the Participant in the event of the Participant’s death (the “Designated
Beneficiary”). In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant’s estate.


6.                  Restricted Stock Units


The Board may grant Awards entitling recipients
to receive shares of Common Stock (each, a “Restricted Stock Unit
Award”), subject to any terms and conditions established for such
Awards. The Board shall determine the terms and conditions (or provide for no
conditions) of any such Restricted Stock Unit Award and such terms and
conditions will be reflected in the applicable Restricted Stock Unit Award
agreement.


7.                  Other Stock-Based Awards


The Board shall have the right to grant other
Awards based upon the Common Stock having such terms and conditions as the
Board may determine, including, without limitation, the grant of shares based
upon certain conditions, the grant of securities convertible into Common Stock
and the grant of stock appreciation rights, phantom stock awards, or other
stock units. Each share of Common Stock issued under the Plan in connection
with any stock appreciation right, phantom stock award, or other stock unit
shall reduce the Total Share Reserve on a one-for-one basis.


8.                  General Provisions Applicable to Awards


(a)            Transferability of Awards


(i)                Except as
the Board may otherwise determine or provide in an Award, Awards shall not be
sold, assigned, transferred, pledged or otherwise encumbered by the person to
whom they are granted, either voluntarily or by operation of law, except by
will or the laws of descent and distribution, and, except as set forth in Section 8(a)(ii) below,
during the life of the Participant, shall be exercisable only by the
Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees. Notwithstanding
anything to the contrary contained in this Section 8(a)(i), in no event
shall an Award be transferred in exchange for the receipt of any consideration.


(ii)             During the
life of the Participant, an Option shall be exercisable only by him, by a
conservator or guardian duly appointed for him by reason of his incapacity or
by the person appointed by the Participant in a durable power of attorney
acceptable to the Company’s counsel. Notwithstanding anything to the contrary
in this Section 8(a), the Board may in its discretion permit a Participant
who has received a Nonstatutory Stock Option to transfer the Nonstatutory Stock
Option to a member of the Immediate Family (as hereinafter defined) of the
Participant, to a trust solely for the benefit of the Participant and the
Participant’s Immediate Family or to a partnership or limited liability company
whose only partners or members are the Participant and members of the Participant’s
Immediate Family. 


 


 


4

















 


“Immediate Family” shall mean, with respect to any
Participant, the Participant’s child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, and shall include
adoptive relationships.


(b)           Documentation. Each Award under the Plan (other than a
grant of stock with no restrictions) shall be evidenced by a written instrument
in such form as the Board shall determine or as executed by an officer of the
Company pursuant to authority delegated by the Board. Each Award may contain
terms and conditions in addition to those set forth in the Plan provided that such terms and conditions do not contravene
the provisions of the Plan.


(c)            Board Discretion. The terms of each type of Award need
not be identical, and the Board need not treat Participants uniformly.


(d)           Termination of Status. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the extent
to which, and the period during which, the Participant, or the Participant’s
legal representative, conservator, guardian or Designated Beneficiary, may
exercise rights under the Award.


(e)            Acquisition of the Company


(i)                Consequences of an Acquisition


(A)         Unless
otherwise expressly provided in the applicable Option or Award, upon the
occurrence of an Acquisition, the Board or the board of directors of the
surviving or acquiring entity (as used in this Section 8(e)(i)(A), also
the “Board”) shall, as to outstanding Awards
(on the same basis or on different bases, as the Board shall specify), make
appropriate provision for the continuation of such Awards by the Company or the
assumption of such Awards by the surviving or acquiring entity and by
substituting on an equitable basis for the shares then subject to such Awards
either (a) the consideration payable with respect to the outstanding
shares of Common Stock in connection with the Acquisition, (b) shares of
stock of the surviving or acquiring corporation or (c) such other
securities as the Board deems appropriate, the fair market value of which (as
determined by the Board in its sole discretion) shall not materially differ
from the fair market value of the shares of Common Stock subject to such Awards
immediately preceding the Acquisition. In addition to or in lieu of the
foregoing, with respect to outstanding Options, the Board may, upon written
notice to the affected optionees, provide that one or more Options must be
exercised, to the extent then exercisable or to become exercisable as a result
of the Acquisition, within a specified number of days of the date of such
notice, at the end of which period such Options shall terminate; or terminate
one or more Options in exchange for a cash payment equal to the excess of the
fair market value (as determined by the Board in its sole discretion) of the
shares subject to such Options (to the extent then exercisable or to become
exercisable as a result of the Acquisition) over the exercise price thereof.


(B)           An “Acquisition” shall mean: (x) any merger or
consolidation after which the voting securities of the Company outstanding
immediately prior thereto represent (either by remaining outstanding or by
being converted into voting securities of the surviving or acquiring entity)
less than 50% of the combined voting power of the voting securities of the
Company or such surviving or acquiring entity outstanding immediately after
such event; (y) any sale of all or substantially all of the assets or
capital stock of the Company (other than in a spin-off or similar transaction);
or (z) any other acquisition of the business of the Company, as determined
by the Board.


 


 


5

















 


(ii)             Assumption of Options Upon Certain Events. In
connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may
grant Awards under the Plan in substitution for stock and stock-based awards
issued by such entity or an affiliate thereof. The substitute Awards shall be
granted on such terms and conditions as the Board considers appropriate in the
circumstances.


(f)              Withholding. Each Participant shall pay to the
Company or an employing Subsidiary, or make provisions satisfactory to the
Company or an employing Subsidiary for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the
date of the event creating the tax liability. The Board may allow Participants
to satisfy such tax obligations in whole or in part by transferring shares of
Common Stock, including shares retained from the Award creating the tax
obligation, valued at their fair market value (as determined by the Board or as
determined pursuant to the applicable option agreement) to the extent permitted
by law; provided, however, that payment of withholding obligation in the form
of shares shall not be made with respect to an amount in excess of the minimum
required withholding; provided, further, that no shares of Common Stock so
delivered in satisfaction of any such tax obligation shall thereafter be
available for re-issuance under the Plan. The Company or an employing
Subsidiary may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to a Participant.


(g)           Amendment of Awards. Subject to the requirements of Section 4(g) above,
the Board may amend, modify or terminate any outstanding Award including, but
not limited to, substituting therefor another Award of the same or a different
type, changing the date of exercise or realization, and converting an Incentive
Stock Option to a Nonstatutory Stock Option; provided that the Participant’s
consent to such action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.


(h)           Conditions on Delivery of Stock. The
Company will not be obligated to deliver any shares of Common Stock pursuant to
the Plan or to remove restrictions from shares previously delivered under the
Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel,
all other legal matters in connection with the issuance and delivery of such
shares have been satisfied, including any applicable securities laws and any
applicable stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements
of any applicable laws, rules or regulations.


(i)               Acceleration. The Board may at any time provide that
any Options shall become immediately exercisable in full or in part, that any
Restricted Stock Awards shall be free of some or all restrictions, or that any
other stock-based Awards may become exercisable in full or in part or free of
some or all restrictions or conditions, or otherwise realizable in full or in
part, as the case may be, despite the fact that the foregoing actions may (i) cause
the application of Sections 280G and 4999 of the Code if a change of control of
the Company occurs, or (ii) disqualify all or part of the Option as an
Incentive Stock Option.


(j)               Awards to Non-United States Persons. Awards may
be made to Participants who are foreign nationals or employed outside the
United States on such terms and conditions different from those specified in
the Plan as the Board considers necessary or advisable to achieve the purposes
of the Plan or to comply with applicable laws. The Board shall have the right
to amend the Plan, consistent with its authority to amend the Plan as set forth
in Section 9(d), to obtain favorable tax treatment for such Participants,
and any such amendments shall be evidenced by an Appendix to the Plan. The
Board may delegate this authority to a Committee thereof.


 


 


6

















 


9.                  Miscellaneous


(a)            Definitions


(i)                “Company,” for purposes of eligibility under the Plan, shall
include any present or future subsidiary corporations of AMAG Pharmaceuticals, Inc.,
as defined in Section 424(f) of the Code (a “Subsidiary”),
and any present or future parent corporation of AMAG Pharmaceuticals, Inc.,
as defined in Section 424(e) of the Code. For purposes of Awards
other than Incentive Stock Options, the term “Subsidiary”
shall include any other business venture in which the Company has a direct or
indirect significant interest, as determined by the Board in its sole
discretion.


(ii)             “Code” means the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder.


(iii)          “Exchange Act” means the Exchange Act of 1934, as amended.


(b)           No Right To Employment or Other Status. No person
shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued
employment or any other relationship with the Company. The Company expressly
reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the
Plan.


(c)            No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed with respect to an Award until becoming the record holder thereof.


(d)           Effective Date and Term of Plan. The Plan
shall become effective on the date on which it is adopted by the stockholders
of the Company. No Awards shall be granted under the Plan after the completion
of ten years from the date on which the Plan was adopted by the stockholders of
the Company, but Awards previously granted may extend beyond that date.


(e)            Amendment of Plan. Subject to the requirements of Section 4(g) above,
the Board may amend, suspend or terminate the Plan or any portion thereof at
any time; provided, however, that without approval of the Company’s
stockholders there shall be no: (i) increase in the total number of shares
covered by the Plan, except by operation of the provisions of Section 3(d),
or the aggregate number of shares of Common Stock that may be issued to any
single person in a period; (ii) change in the class of persons eligible to
receive Awards under the Plan; or (iii) other change in the Plan that
requires stockholder approval under applicable law or stock exchange rule.


(f)              Section 409A of the Internal Revenue Code. The Awards
granted pursuant to the Plan are intended to avoid the potential adverse tax
consequences to Participants of Section 409A of the Code, and the Board
may in its sole discretion make such modifications to any Award agreement
pursuant to the Plan as it deems necessary or advisable to avoid such adverse
tax consequences.


(g)           Governing Law. The provisions of the Plan and all
Awards made hereunder shall be governed by and interpreted in accordance with
the laws of Delaware, without regard to any applicable conflicts of law.


(h)           Use of Proceeds. The proceeds from the sale of Common
Stock pursuant to Awards shall constitute general funds of the Company.


(i)               Section 16 Matters. With respect to persons subject to Section 16
of the Exchange Act (“Insiders”), transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successor
under the Exchange Act. To the extent any provision of the Plan or action by
the Board, or any Committee thereof, fails to so comply, it shall be deemed to
be modified so as to be in compliance with such Rule or, if such
modification is not possible, it shall be deemed to be null and void, to the
extent permitted by law and deemed advisable by the Board.


 


 


7