AMAG PHARMACEUTICALS INC. (Form: 8-K, Received: 11/30/2017 16:07:44)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 29, 2017

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)



001-10865		04-2742593
(Commission File Number)		(IRS Employer Identification No.)



1100 Winter St.
Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2017, AMAG Pharmaceuticals, Inc. (the “Company”), in connection with its annual compensation review and upon the advice of its outside compensation consultant, and William K. Heiden, the Company’s President and Chief Executive Officer, entered into an amendment of Mr. Heiden's employment agreement (the “Amendment”) in order to make the excise tax-related provision of Mr. Heiden's employment agreement consistent with the Company's other existing executive employment agreements. The amended provision provides that any payments and benefits due to Mr. Heiden in connection with a change of control that would otherwise be subject to an excise tax under Section 4999 of the Internal Revenue Code shall be reduced, but only if such reduction would result in Mr. Heiden retaining a larger portion of such payments on an after-tax basis than if no reduction was made and the excise taxes had been paid (a so-called modified cutback provision). The outline of the Amendment terms described herein does not purport to be a complete description of the Amendment and is qualified in its entirety by the copy of the Amendment filed as Exhibit 10.1 to this report and incorporated by reference hereto. The other terms of Mr. Heiden’s employment agreement are described in the Company’s definitive proxy statement, beginning on page 50, filed with the U.S. Securities and Exchange Commission on April 20, 2017 and the employment agreement is filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, which description and exhibit are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The Company hereby files the following exhibits:

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	AMAG PHARMACEUTICALS, INC.
	By:	/s/ Joseph D. Vittiglio
		Joseph D. Vittiglio General Counsel, Quality & Corporate Secretary, EVP

	Date: November 30, 2017



Exhibit Number		Description
10.1		Amendment to Amended and Restated Employment Agreement dated as of November 29, 2017 between the Company and William K. Heiden.

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amendment to Amended and Restated Employment Agreement (the “ Amendment ”) is entered into as of November 29, 2017 (the “ Effective Date ”) by and between AMAG Pharmaceuticals, Inc., a Delaware corporation with offices at 1100 Winter Street, Waltham, MA 02451 (together with its subsidiaries and affiliates, the “ Company ”), and William K. Heiden of [Address] (“ you ”).

WHEREAS, you and the Company previously entered into that certain Employment Agreement, dated May 6, 2012, which was amended and restated on February 7, 2014 (as amended and restated, the “ Agreement ”);

WHEREAS, the Company desires to conform the terms related to excise tax-related provision in the Agreement with those of all other existing executive employment agreements on the terms and conditions set forth herein.

Now therefore, in consideration of the premises and mutual agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

Excise Tax-Related Provisions . Section 18 of the Agreement is hereby amended by deleting it in its entirety and replacing it with the foregoing:

“18. Excise Tax-Related Provisions . If any payment or benefit you would receive pursuant to this Agreement or any other agreement (“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then such Payment shall be adjusted so that it would equal the Reduced Amount. The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (ii) the total Payment, whichever amount of (i) or (ii), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any such reduction will occur in a manner necessary to provide you with the greatest post-reduction economic benefit. If more than one manner of reduction of Payments necessary to arrive at the Reduced Amount yields the greatest economic benefit to you, the Payments will be reduced pro rata (the “ Pro Rata Reduction Method ”). Notwithstanding the foregoing, if the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A, then the Pro Rata Reduction Method shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events ( e.g., being terminated without Cause), shall be eliminated before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced before Payments that are not “deferred compensation” within the meaning of Section 409A.”

Effect of Agreement . Except as amended hereby, all provisions of the Agreement are hereby ratified and shall continue in full force and effect and are incorporated herein by reference. This Amendment shall be governed by and construed consistently with the terms of the Agreement.

Governing Law . This Amendment shall be deemed to have been made in the Commonwealth of Massachusetts, and the validity, interpretation and performance of this Amendment shall be governed by, and construed in accordance with, the laws of Massachusetts without regard to conflict of law principles.

Miscellaneous . This Amendment may be signed in two (2) counterparts, each of which shall be deemed an original and both of which shall together constitute one agreement. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part of, or affect the meaning of, this Amendment.

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SIGNATURE PAGE TO AMENDMENT TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF , the Company and you have executed this Amendment as of the day and year first set forth above.

AMAG Pharmaceuticals, Inc.



By:	/s/ Edward Myles
Name:	Edward Myles
Title:	Chief Financial Officer



By:	/s/ William K. Heiden
Name:	William K. Heiden