MODIFIED ONLY BY A WRITTEN
INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE PARTICIPANT.
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(I)
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO ANY APPLICABLE CONFLICTS OF LAWS.
(J)
INTERPRETATION. THE INTERPRETATION AND CONSTRUCTION OF ANY TERMS
OR CONDITIONS OF THE PLAN, OR OF THIS AGREEMENT OR OTHER MATTERS RELATED TO THE
PLAN BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY
SHALL BE FINAL AND CONCLUSIVE.
(K)
PARTICIPANT'S ACKNOWLEDGMENTS. THE PARTICIPANT ACKNOWLEDGES THAT
HE OR SHE: (I) HAS READ THIS AGREEMENT; (II) HAS BEEN REPRESENTED IN THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL OF
THE PARTICIPANT'S OWN CHOICE OR HAS VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL;
(III) UNDERSTANDS THE TERMS AND CONSEQUENCES OF THIS AGREEMENT; (IV) IS FULLY
AWARE OF THE LEGAL AND BINDING EFFECT OF THIS AGREEMENT; AND (V) UNDERSTANDS
THAT THE LAW FIRM OF WILMER CUTLER PICKERING HALE AND DORR LLP IS ACTING AS
COUNSEL TO THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE
AGREEMENT, AND IS NOT ACTING AS COUNSEL FOR THE PARTICIPANT.
(L)
DELIVERY OF CERTIFICATES. THE PARTICIPANT MAY REQUEST THAT THE
COMPANY DELIVER THE SHARES IN CERTIFICATED FORM WITH RESPECT TO ANY SHARES THAT
HAVE CEASED TO BE SUBJECT TO FORFEITURE PURSUANT TO SECTION 2.
(M)
NO DEFERRAL. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
NEITHER THE COMPANY NOR THE PARTICIPANT MAY DEFER THE DELIVERY OF THE SHARES.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
MOMENTA PHARMACEUTICALS, INC.
By:
/s/ Craig A. Wheeler
Craig A. Wheeler
President and Chief Executive Officer
/s/ Richard P Shea
Richard P. Shea
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