Exhibit 10.4
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 28th day of April 2008,
is entered into by Momenta Pharmaceuticals, Inc., a Delaware corporation with
its principal place of business at 675 West Kendall Street, Cambridge,
Massachusetts (the "Company"), and Ganesh Venkataraman, an individual residing
at the address indicated below (the "Employee").
The Company desires to continue to employ the Employee and the Employee desires
to continue to be employed by the Company.
In consideration of the mutual
covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the
parties hereto, the parties agree as follows:
1.
TERM OF EMPLOYMENT.
THE COMPANY HEREBY
AGREES TO CONTINUE TO EMPLOY THE EMPLOYEE AND THE EMPLOYEE HEREBY ACCEPTS
CONTINUED EMPLOYMENT WITH THE COMPANY, UPON THE TERMS SET FORTH IN THIS
AGREEMENT, COMMENCING ON APRIL 28, 2008 (THE "COMMENCEMENT DATE").
THERE SHALL
BE NO DEFINITE TERM OF EMPLOYMENT, AND THE EMPLOYEE'S EMPLOYMENT SHALL CONTINUE
TO BE AT-WILL, SUCH THAT BOTH THE COMPANY AND THE EMPLOYEE REMAIN FREE TO END
THE EMPLOYMENT RELATIONSHIP FOR ANY REASON, AT ANY TIME, WITH OR WITHOUT NOTICE.
2.
TITLE AND CAPACITY.
THE EMPLOYEE SHALL
SERVE AS SENIOR VICE PRESIDENT, RESEARCH AND CHIEF SCIENTIFIC OFFICER AND SHALL
REPORT TO BOTH THE CHIEF EXECUTIVE OFFICER AND THE CHIEF OPERATING OFFICER OF
THE COMPANY.
THE EMPLOYEE SHALL BE BASED AT THE COMPANY'S HEADQUARTERS IN
CAMBRIDGE, MASSACHUSETTS.
THE EMPLOYEE HEREBY ACCEPTS SUCH EMPLOYMENT AND
AGREES TO UNDERTAKE THE DUTIES AND RESPONSIBILITIES INHERENT IN SUCH POSITION
AND SUCH OTHER DUTIES AND RESPONSIBILITIES AS THE COMPANY SHALL FROM TIME TO
TIME REASONABLY ASSIGN TO THE EMPLOYEE.
THE EMPLOYEE AGREES TO DEVOTE HIS/HER
ENTIRE BUSINESS TIME, ATTENTION AND ENERGIES TO THE BUSINESS AND INTERESTS OF
THE COMPANY.
PROVIDED THAT THE EMPLOYEE IS IN COMPLIANCE WITH THE IMMEDIATE
PRECEDING SENTENCE (AND EXCEPT TO THE EXTENT THAT THE RESTRICTIONS CONTAINED IN
SECTION 9.2 MAY APPLY), NOTHING IN THIS AGREEMENT SHALL PROHIBIT EMPLOYEE FROM
ENGAGING IN RELIGIOUS, CHARITABLE OR OTHER COMMUNITY OR NON-PROFIT ACTIVITIES,
INCLUDING MIT VISITING PROFESSOR, TIE AND CHULOPORN INSTITUTE.
THE EMPLOYEE
AGREES TO ABIDE BY THE RULES, REGULATIONS, INSTRUCTIONS, PERSONNEL PRACTICES AND
POLICIES OF THE COMPANY AND ANY CHANGES THEREIN THAT MAY BE ADOPTED FROM TIME TO
TIME BY THE COMPANY.
3.
COMPENSATION AND BENEFITS.
3.1
BASE SALARY.
THE COMPANY SHALL PAY THE
EMPLOYEE, IN ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL PRACTICES, A BASE
SALARY AT THE ANNUALIZED RATE OF $302,565.16.
SUCH SALARY SHALL BE SUBJECT TO
ADJUSTMENT THEREAFTER, AS DETERMINED BY THE BOARD OR A COMMITTEE OR DESIGNEE
THEREOF.
3.2
ANNUAL DISCRETIONARY BONUS.
IF THE
COMPANY'S BOARD APPROVES AN ANNUAL BONUS FOR CALENDAR YEAR 2008 OR ANY CALENDAR
YEAR THEREAFTER, THE EMPLOYEE WILL BE ELIGIBLE FOR A DISCRETIONARY BONUS AWARD.
THE ANNUAL TARGET FOR THE EMPLOYEE'S BONUS WILL BE AT 35% OF THE EMPLOYEE'S
ANNUALIZED BASE SALARY.
THE COMPANY WILL DETERMINE, IN ITS SOLE DISCRETION,
WHETHER (AND IN WHAT AMOUNT) A BONUS AWARD IS PAYABLE TO THE EMPLOYEE.
IN