MEDICINES CO /DE (Form: 8-K, Received: 12/11/2018 17:21:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 10, 2018

____________________

THE MEDICINES COMPANY

(Exact name of registrant as specified in its charter)



Delaware	000-31191	04-3324394
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

8 Sylvan Way

Parsippany, New Jersey 07054

(A ddress of principal executive offices) (zip code)

(973) 290-6000

(Registrant’s telephone number, including area code)

_______________________

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 December 10, 2018, Mark Timney, was appointed Chief Executive Officer of The Medicines Company (the “Company”), effective immediately. In addition, Mr. Timney was appointed, effective immediately, to the board of directors of the Company (the “Board”) with a term expiring at the Company’s 2019 annual meeting of stockholders. In addition, on December 11, 2018, the Company announced that, effective immediately, Clive Meanwell, M.D., Ph.D. will no longer serve as Chief Executive Officer of the Company and will serve as Chief Innovation Officer of the Company.

In connection with his appointment, the Company and Mr. Timney entered into an employment agreement, dated December 10, 2018 (the “Timney Employment Agreement”) and a severance agreement, dated December 10, 2018 (the “Timney Severance Agreement”).

Pursuant to the terms of the Timney Employment Agreement, Mr. Timney will serve as Chief Executive Officer of the Company from December 10, 2018 (the “Commencement Date”) through December 31, 2021, unless terminated earlier in accordance with the terms of the Timney Employment Agreement. Mr. Timney will be entitled to receive a base salary at an annual rate of $600,000 and will be eligible to receive an annual bonus with a target amount equal to 65% of his base salary, based on the achievement of annual objectives as determined by the Board. Mr. Timney will also be entitled to a one-time cash bonus equal to $50,000, to be awarded within 30 days following the Commencement Date.

The Timney Employment Agreement also contemplates Mr. Timney’s agreement to purchase in the open market a number of shares of Company common stock having an aggregate fair market value on the date of purchase equal to $500,000. In addition, the Timney Employment Agreement contemplates the grant of equity-based incentive awards to Mr. Timney, pursuant to the Company’s 2013 Stock Incentive Plan (the “Plan”), as amended, including: (i) 450,000 time-vested “non-statutory stock options” (as defined in the Plan), with a per-share exercise price equal to the “fair market value” (as defined in the Plan), and (ii) 550,000 performance-vested “non-statutory stock options” (as defined in the Plan), with a per-share exercise price equal to the “fair market value” (as defined in the Plan). The time-vested options will be granted pursuant to, and governed by, the applicable publicly filed form of award agreement of the Company, and the performance-vested stock options will be granted pursuant to, and governed by, the Company’s form of non-statutory stock option agreement as used for the Company’s April 24, 2018, grant of corporate-milestone-based performance-based stock options to the Company’s senior management team.

Pursuant to the terms of the Timney Severance Agreement, upon termination of employment without “cause” (as defined in the Timney Severance Agreement) or with “good reason” (as defined in the Timney Severance Agreement), and a “change in control event” (as defined in the Timney Severance Agreement) has not been consummated prior to such termination, Mr. Timney will be entitled to the following severance benefits: (i) for a period of 18 months after the date on which Mr. Timney’s termination of employment is effective (the “Termination Date”), continued payment of his then-current annual base salary; (ii) for a period of 18 months after the Termination Date, reimbursement of COBRA health care premiums actually paid by Mr. Timney and payment by the Company for reasonable outplacement assistance of Mr. Timney’s choosing; and (iii) accelerated vesting of all time-vested equity awards previously granted to Mr. Timney and outstanding immediately prior to the Termination Date that would have vested within 18 months after the Termination Date (assuming Mr. Timney had continued to be employed by the Company during such 18-month period).

Additionally, upon termination of employment during the one year period following the date of the consummation of a “change in control event” (as defined in the Timney Severance Agreement) by the Company without “cause” (as defined in the Timney Severance Agreement) or upon Mr. Timney giving written notice within 60 days following the date on which he knows, or should reasonably be expected to know, of the Company’s taking any action that would constitute “good reason” (as defined in the Timney Severance Agreement), in either case, Mr. Timney will be entitled to the following severance benefits: (i) a lump sum cash payment equal to 2x his then-

current annual base salary, plus 2x his then-current annual bonus target; (ii) for a period of 24 months after the Termination Date, reimbursement of COBRA health care premiums actually paid by Mr. Timney and payment by the Company for reasonable outplacement assistance of Mr. Timney’s choosing; and (iii) accelerated vesting of all equity awards previously granted to Mr. Timney and outstanding immediately prior to the Termination Date.

Mr. Timney, age 54, healthcare leader with over 25 years of biopharmaceutical industry experience in multi-national companies. At Merck & Co, Mr. Timney led organizations of increasing importance and size, including President US, President Japan and President of Global Primary Care. In these roles, Mr. Timney launched multiple products, many in the cardiovascular therapeutic area, led large organizations of up to 8,000 employees, and was involved in a number of important strategic transactions. After leaving Merck, Mr. Timney served as the CEO of Purdue Pharmaceuticals and formed a company advising healthcare companies. Before joining Merck, Mr. Timney spent 8 years working at numerous multinational pharmaceutical companies, including Zeneca Group, ICI Pharmaceuticals and Roussel Labs. Mr. Timney received a bachelor’s degree in Sports Studies (majoring in Marketing) from Newcastle Polytechnic (now Northumbria University) in Newcastle in the United Kingdom.

The foregoing is a summary description of the Timney Employment Agreement and the Timney Severance Agreement and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Timney Employment Agreement and the Timney Severance Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

The Company issued a press release on December 11, 2018 announcing Mr. Timney’s appointment as Chief Executive Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit No.		Description
10.1		Employment Agreement, dated December 10, 2018, by and between Mark Timney and The Medicines Company
10.2		Severance Agreement, dated December 10, 2018, by and between Mark Timney and The Medicines Company
99.1		Press Release dated December 11, 2018, titled “The Medicines Company Appoints Mark Timney as Chief Executive Officer”

SIGNATURES

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.

Date: December 11, 2018

THE MEDICINES COMPANY

By: /s/ Stephen M. Rodin

Stephen M. Rodin

Executive Vice President and General Counsel

Execution Copy

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”), made this 10 ^th day of December 2018, is entered into by THE MEDICINES COMPANY, a Delaware corporation with its principal place of business at 8 Sylvan Way, Parsippany, New Jersey 07054 (the “ Company ”), and MARK TIMNEY (the “ Employee ”).

W I T N E S S E T H :

WHEREAS, the Company desires to employ the Employee on the terms and subject to the conditions set forth in this Agreement, and the Employee desires to accept such employment.

NOW, THEREFORE, for and in consideration of the premises and the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:

Section 1. Term of Employment . The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing on December 10, 2018 (the “ Commencement Date ”), and ending on December 31, 2021 (such period, as it may be renewed as provided in the following sentence, the “ Employment Period ”), unless sooner terminated in accordance with the provisions of Section 4. The Employment Period shall automatically be renewed for successive one (1) year periods unless either the Employee or the Company provide written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then-current term.

Section 2. Title; Capacity . During the Employment Period, the Employee shall serve as the Company’s Chief Executive Officer and have such authority, power, duties and responsibilities as are customary for the chief executive officer of a corporation of the size and nature of the Company, and such other authority, power, duties and responsibilities as may be reasonably assigned to the Employee from time to time by the Board of Directors of the Company (the “ Board ”), and the Employee shall report solely to, and be subject to the supervision of, the Board. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position, such other duties and responsibilities as the Board shall from time to time reasonably assign to him, and service on any board of the Company or its affiliates, in each case without additional compensation. The Employee agrees to devote his reasonable best efforts and substantially all of his business time, attention and energies to the business and interests of the Company during the Employment Period. The Employee shall not engage in other business activities or perform services for any other Person without the prior written consent of the Board; provided , however , that without such consent, the Employee may engage in such civic, community, education, religious, charitable or public service or participate in industry organizations and industry events, so long as such activities do not interfere with the Employee’s performance of his duties and obligations hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time

to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the date of this Agreement.

Section 3. Compensation and Benefits .

3.1 Salary . The Company shall pay the Employee, in monthly installments, an annual base salary of $600,000 for the one-year period commencing on the Commencement Date. Such annual base salary shall be subject to adjustment thereafter as determined by the Board, but shall not be reduced without the Employee’s consent.

3.2 Bonus . The Employee shall be eligible to receive a bonus with a target equal to sixty-five percent (65%) of his base salary upon the achievement of annual objectives to be approved by the Board. Such bonus target percentage shall be subject to adjustment thereafter as determined by the Board in its sole discretion, but shall not be reduced without the Employee’s consent. The Board shall review the Employee’s performance and determine the amount of the bonus, if any, to be paid to the Employee.

3.3 Fringe Benefits . The Employee shall be entitled to participate in all other bonus and benefit programs that the Company establishes and makes available to its employees, if any, to the extent that the Employee’s position, tenure, salary, age, health and other qualifications make him eligible to participate. The Employee shall be entitled to no less than four (4) weeks paid vacation per year pursuant to the paid time off policies of the Company in effect from time to time and to be taken at such times as may be approved by the Board or its designee.

3.4 Reimbursement of Expenses . The Company shall reimburse the Employee for all reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement, upon presentation by the Employee of documentation, expense statements, vouchers and/or such other supporting information as the Company may request in accordance with the Company’s written policies regarding reimbursements.

3.5 Sign-On Bonus . As an inducement to the Employee to join the Company and to assist the Employee with his anticipated costs and expenses incurred in connection with relocating his principal work location to the Parsippany, New Jersey, area, the Company will pay the Employee a one-time cash bonus equal to $50,000 within thirty (30) days following the Commencement Date. If, prior to the twenty-four (24) month anniversary of the Commencement Date, the Employee resigns without Good Reason or the Company terminates his employment with Cause, the Employee shall promptly repay to the Company the gross amount of the sign-on bonus.

3.6 Equity Participation .

(a) Employee Co-Investment . On or prior to the last day of the next open trading window for insiders of the Company, the Employee agrees to purchase in the open market a number of shares of Company common stock having an aggregate fair market value on

the date of purchase equal to five hundred thousand dollars ($500,000). The Employee acknowledges further and agrees that in all events any disposition of the purchased shares shall be subject to the Company’s stock ownership guidelines applicable to senior officers of the Company, as in effect from time to time.

(b) Sign-on Equity Awards . On or promptly following the Commencement Date, the Company shall grant to the Employee the following equity-based incentive awards pursuant to the Company’s 2013 Stock Incentive Plan, as amended (the “ Plan ”): (i) four hundred fifty thousand (450,000) time-vested Non-Statutory Stock Options (as defined in the Plan), with a per-share exercise price equal to the Fair Market Value (as defined in the Plan), and (ii) five hundred fifty thousand (550,000) performance-vested Non-Statutory Stock Options, with a per-share exercise price equal to the Fair Market Value. The time-vested options shall be granted pursuant to, and governed by, the applicable publicly filed form of award agreement of the Company, and the performance-vested stock options shall be granted pursuant to, and governed by, the Company’s form of Non-statutory Stock Option Agreement as used for the Company’s April 24, 2018, grant of corporate-milestone-based performance-vested stock options to the Company’s senior management team.

Section 4. Employment Termination . The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following, or as otherwise provided for in that certain severance agreement to which the Employee and the Company are parties, dated as of the date hereof (the “ Severance Agreement ”):

4.1 Expiration of Employment Period . Expiration of the Employment Period in accordance with Section 1.

4.2 Termination for Cause . At the election of the Company, immediately upon written notice by the Company to the Employee, for “Cause” (as such term is defined in the Severance Agreement).

4.3 Death or Disability . Upon the death or Disability of the Employee. As used in this Agreement, the term “ Disability ” shall mean the inability of the Employee, due to a physical or mental disability, for a period of ninety (90) days, whether or not consecutive, during any 360-day period to perform the services contemplated under this Agreement. A determination of Disability shall be made by a physician satisfactory to both the Employee and the Company, provided that if the Employee and the Company do not agree on a physician, the Employee and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disability shall be binding on all parties.

4.4 Voluntary Termination . At the election of either party, upon written notice of termination given at least thirty (30) days prior to the termination date.

4.5 Voluntary Termination for Good Reason . At the election of the Employee, for “Good Reason” (as such term is defined in the Severance Agreement); provided that, for purposes of this Agreement and the Severance Agreement, the Employee gives the Company

written notice of such election within sixty (60) days following the date on which the Employee first knows, or should reasonably be expected to know, of the Company’s taking any action that constitutes Good Reason and the Employee terminates employment during the one-year period following the end of the thirty (30)-day cure period described in the definition of Good Reason in the Severance Agreement (the “ Cure Period ”). For the avoidance of doubt, subject to the Cure Period, any reduction in the base salary not in accordance with Section 3.1 or any reduction in the bonus target percentage not in accordance Section 3.2 shall constitute Good Reason for purposes of this Agreement and the Severance Agreement.

Section 5. Effect of Termination .

5.1 Termination for Cause or at Election of the Employee . In the event that the Employee’s employment is terminated for Cause pursuant to Section 4.2, or at the election of the Employee pursuant to Section 4.4, the Company shall pay to the Employee (i) his annual base salary earned but not yet paid through the Termination Date, (ii) any vacation pay accrued through the Termination Date payable pursuant to the Company’s policies in effect from time to time, (iii) any unreimbursed business expenses incurred through the Termination Date pursuant to the Company’s policies in effect from time to time (clauses (i) ‑ (iii) collectively referred to as the “ Accrued Obligations ”), and (iv) except if the Company terminates the Employee’s employment for Cause, any bonus earned but not yet paid prior to the Termination Date (the “ Earned Bonus ”). For the avoidance of doubt, the Company will pay the Earned Bonus, if any, in accordance with the terms of the applicable bonus plan.

5.2 Termination for Death or Disability . If the Employee’s employment is terminated by death or because of Disability pursuant to Section 4.3, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, the Accrued Obligations and the Earned Bonus. For the avoidance of doubt, the Company will pay the Earned Bonus, if any, in accordance with the terms of the applicable bonus plan.

5.3 Termination for Good Reason or at Election of Company . In the event that the Employee’s employment is terminated by the Employee for Good Reason pursuant to Section 4.5, or at the election of the Company pursuant to Section 4.4, the Employee shall be entitled to any payments or benefits provided pursuant to the provisions of the Severance Agreement. To the extent that the Employee is required to sign a release in order to receive any payments or benefits under the Severance Agreement, such release shall not (i) require release of any indemnification rights or directors and officer’s insurance coverage that the Employee may have from the Company immediately prior to the execution of the release, (ii) require release of any payments and benefits due under the Severance Agreement or rights already vested as of the execution of the release under any benefit plan of the Company or (iii) contain any non-compete or non-solicit restrictions that are in addition to those set forth in an any agreement between the Company and the Employee that is in effect immediately prior to the execution of the release.

Section 6. Other Agreements . The Employee hereby represents that he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from competing, directly or indirectly, with the

business of such previous employer or any other party. The Employee further represents that his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to his employment with the Company.

Section 7. Notices . All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 7.

Section 8. Pronouns . Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

Section 9. Entire Agreement . This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement; provided , however , that, for the avoidance of doubt, this Agreement does not supersede the Severance Agreement; provided further , that as soon as practicable following the Commencement Date, the Employee agrees to execute an Invention and Non-Disclosure Agreement, a Non-Solicitation Agreement, and an Indemnity Agreement, in each case in substantially the same form as executed by the Company’s senior executives. By signing this Agreement, the Employee acknowledges and reaffirms his obligation to keep confidential all non-public information concerning the Company which he acquired during the course of his employment with the Company, as stated more fully in the Invention and Non-Disclosure Agreement, and his obligations not to compete with the Company or to solicit or hire employees of the Company, as stated more fully in the Non-Solicitation Agreement (provided that the placement of a general recruitment advertisement that is not directed at employees of the Company shall not be considered a violation of the Non-Solicitation Agreement), both of which agreements remain in full force and effect following the termination of his employment.

Section 10. Amendment . This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.

Section 11. Governing Law . This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware.

Section 12. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any entity with which or into which the Company may be merged or which may succeed to its assets or business, provided , however , that the obligations of the Employee are personal and shall not be assigned by him.

Section 13. Miscellaneous .

13.1 Withholding . The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to applicable law or regulation. Upon the Employee’s termination of employment from the Company, the Company may also offset amounts that the Employee owes to the Company against any amounts payable to the Employee hereunder as permitted by law.

13.2 Section 409A . It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be a deferral of compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), shall be paid and provided in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code. In connection with effecting such compliance with Section 409A of the Code, the following shall apply:

(a) Notwithstanding any other provision of this Agreement, the Company is authorized to amend this Agreement, to void or amend any election made by the Employee under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be necessary to comply, or to evidence or further evidence required compliance, with Section 409A of the Code (including any transition or grandfather rules thereunder); provided , that no such amendment shall be effective without the Employee’s consent to the extent reducing the economic value of this Agreement to the Employee (as determined on a pre-tax basis).

(b) Neither the Employee nor the Company shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A of the Code (including any transition or grandfather rules thereunder). Notwithstanding the foregoing:

(i) Payment may be delayed for a reasonable period in the event that the payment is not administratively practical due to events beyond the recipient’s control such as where the recipient is not competent to receive the benefit payment, there is a dispute as to the amount due or the proper recipient of such benefit payment, additional time is needed to calculate the amount payable, or the payment would jeopardize the solvency of the Company; and

(ii) Payments shall be delayed in the following circumstances: (1) where the Company reasonably anticipates that the payment will violate the terms of a loan agreement to which the Company is a party and that the violation would cause material harm to the Company; or (2) where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws; provided that any payment delayed by operation of this clause (ii) will be made at the earliest date at which the Company reasonably anticipates that the payment will not be limited or cause the violations described;

provided , such delay in payment shall occur only in a manner that satisfies the requirements of Section 409A of the Code and regulations thereunder.

(c) If at the time of any separation from service the Employee is a “specified employee” (within the meaning of Section 409A of the Code) at a time in which the Company (or successor) is a publicly traded corporation, within the meaning of Section 409A(a)(2)(B)(i) of the Code and regulations thereunder, to the minimum extent required to satisfy Section 409A(a)(2)(B)(i) of the Code and regulations thereunder, any payment or provision of benefits to the Employee in connection with his separation from service (as determined for purposes of Section 409A of the Code) shall be postponed and paid in a lump sum on the first business day following the date that is six (6) months after the Employee’s separation from service (or within thirty (30) days after the date of the Employee’s death after the Termination Date, if earlier) (the “ 409A Deferral Period ”), and the remaining payments due to be made in installments or periodically after the 409A Deferral Period shall be made as otherwise scheduled. In the event that benefits are required to be so postponed, any such benefit may be provided during the 409A Deferral Period at the Employee’s expense, with the Employee having a right to reimbursement from the Company promptly after the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled.

(d) References under this Agreement to the Employee’s termination of employment shall be deemed to refer to the date upon which the Employee has experienced a “separation from service” within the meaning of Section 409A of the Code. All payments made under this Agreement shall constitute “separate payments” for purposes of Section 409A of the Code. To the extent that any reimbursements or in-kind benefits due to the Employee under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv).

13.3 No Waiver . No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

13.4 Captions . The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

13.5 Enforceability . In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

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Execution Copy

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

THE MEDICINES COMPANY

By: /s/ Stephen M. Rodin
Name: Stephen M. Rodin
Title: General Counsel

MARK TIMNEY

/s/ Mark Timney

[ Signature page to Timney Employment Agreement ]

Doc#: US1:12439908v6

Execution Copy

Mark Timney
BY HAND/EMAIL

December 10, 2018

Dear Mark,

As an incentive to induce you to join The Medicines Company (the “Company”) as its Chief Executive Officer, the Company agrees, on the terms and subject to the conditions set forth in this letter (this “Agreement”), as follows:


1.	As used herein, the following terms shall have the following meanings:

1.1

“Cause” shall mean (i) conviction of (or the entry of a guilty plea or plea of nolo contendere to) any felony or any crime involving moral turpitude or dishonesty; (ii) commission of a willful act of fraud or dishonesty against the Company or any of its affiliates; (iii) willful and material breach of the Company’s or any of its affiliates’ written policies; (iv) intentional and material damage to the Company’s or any of its affiliates’ property; (v) materially unsatisfactory performance of your key duties, responsibilities or objectives (other than by reason of your physical or mental illness, incapacity, or disability), unless such unsatisfactory performance is cured within ninety (90) days after written notice; provided, however, that such opportunity to cure shall not be required where, in the Company’s determination, such unsatisfactory performance is not capable of cure; or (vi) material breach of your confidentiality obligations or duties under your non-disclosure, non-competition or other similar agreement with the Company or any of its affiliates.


1.2	“Change in Control Event” means:

(i)

any sale or transfer of all or substantially all of the assets of the Company to another corporation or entity, or any merger, consolidation or reorganization of the Company into or with another corporation or entity, with the result that, upon conclusion of the transaction, the voting securities of the Company immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the continuing or surviving entity of such merger, consolidation or reorganization; or

(ii)

a disclosure that any person (as the term “person” is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than (A) any shareholder who, prior to the Company becoming subject to the reporting requirements of Section 13 of the Exchange Act, previously held at least 30% of the combined voting power of outstanding voting securities of the Company, (B) the Company, or (C) any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company, has become the beneficial owner (as the term “beneficial owner” is defined under

Rule 13d-3 or any successor rule or regulation thereto under the Exchange Act) of securities representing 30% or more of the combined voting power of the then outstanding voting securities of the Company; or

(iii)

such time as individuals who as of the date hereof constitute the Board of Directors of the Company, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect any transaction described in clause (i) or (ii) of this section) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were either directors at the beginning of the period or whose election or whose nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors; or


(iv)	the liquidation or dissolution of the Company.


1.3	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.4

“Good Reason” shall mean the Company’s taking any of the following actions, which actions shall not have been cured within a 30-day period following written notice by you: (A) the principal place of the performance of your responsibilities is changed to a location outside of a 30 mile radius from the Principal Location; (B) there is a material reduction in your title, authority, duties, or responsibilities, without Cause; (C) there is a material reduction in your annual base salary, unless such reduction is applicable generally to other employees in your grade level; (D) there is a material reduction in your benefits, bonus eligibility or equity eligibility, unless such material reduction is also applicable to other employees in your grade level; or (E) there is a material breach of the Company’s obligations to you.


1.5	“Payment Date” shall mean the 60 ^th day following the Termination Date, provided that you have executed the release provided in Section 5 hereof and have not revoked the release within the applicable revocation period.


1.6	“Principal Location” shall mean the principal place of the performance of your responsibilities.


1.7	“Termination Date” shall mean the date on which the termination of your employment shall become effective.

1.8

“Termination Event” shall mean the termination of your employment during the one (1) year period following the date of the consummation of a Change in Control Event (i) by the Company without Cause or (ii) by you upon written notice given within sixty (60) days following the date on which you know, or should reasonably be expected to know, of the Company’s taking any action that constitutes Good Reason.


2.	If the Company terminates your employment other than for Cause, or if you terminate your employment for Good Reason, and a Change in Control Event has not been consummated prior to such termination, subject to Sections 4, 5, and 6 hereof, the Company will pay to you, and you will be entitled to receive:

(i)

for a period of eighteen (18) months after the Termination Date, continued payment of your then-current annual base salary; provided that, in the event that the termination arises as a result of a material reduction in your annual base salary under item (C) of the definition of Good Reason, then the amount payable under this Section 2(i) shall be determined using your annual base salary prior to such salary reduction, and

(ii)

for a period of eighteen (18) months after the Termination Date, reimbursement of COBRA health care premiums actually paid by you and payment by the Company for reasonable outplacement assistance of your choosing; provided that the payments provided in this Section 2(ii) shall terminate upon your commencing employment with a new employer and, in any event, all payments must be made not later than the end of the year following the year in which the expense was incurred, and provided further, the health care reimbursement shall terminate in the event that the payment is found to be discriminatory under the applicable health care plan and instead the Employee shall receive a cash payment equal to the expected reimbursement amount, paid in the same calendar year that the applicable reimbursement amount would have been paid, and


(iii)	accelerated vesting, effective on the Payment Date, of all time-vested equity awards previously granted to you and outstanding immediately prior to the Termination Date that would have vested within eighteen (18) months after the Termination Date (assuming that you had continued to be employed by the Company during such eighteen (18) month period).


3.	If a Termination Event occurs, subject to Sections 4, 5, and 6 hereof, the Company will pay to you, and you will be entitled to receive:

(i)

on the Payment Date, in a lump sum, an amount equal to the sum of (A) two (2) years of your then current annual base salary, plus (B) two (2) times your then-current annual bonus target; provided that, in the event that the Termination Event arises as a result of a material reduction in your annual base salary under item (C) of the definition of Good Reason, then the amount payable under this Section 3(i) shall be determined using your annual base salary prior to such salary reduction, and


(ii)	for a period of twenty-four (24) months after the Termination Date, reimbursement of COBRA health care premiums actually paid by you and payment by the Company for reasonable outplacement assistance of your choosing; provided that the payments provided in this Section 3(ii) shall terminate upon your commencing employment with a new employer and, in any event, all

payments must be made not later than the end of the year following the year in which the expense was incurred, and provided further, the health care reimbursement shall terminate in the event that the payment is found to be discriminatory under the applicable health care plan and instead the Employee shall receive a cash payment equal to the expected reimbursement amount, paid in the same calendar year that the applicable reimbursement amount would have been paid, and


(iii)	accelerated vesting, effective on the Payment Date, of all equity awards previously granted to you and outstanding immediately prior to the Termination Date.


4.	Other Provisions Affecting Termination Benefits

4.1

In addition to any other amounts that may be payable to you hereunder, but without duplication of the amounts payable to you pursuant to your employment agreement with the Company, in the event of the termination of your employment with the Company for any reason, the Company will pay you (or in the case of death, your spouse and, in the event you have no spouse, your estate), your base salary earned but not yet paid through the Termination Date, any vacation pay accrued through the Termination Date payable pursuant to the Company’s policies in effect from time to time, any unreimbursed business expenses incurred through the Termination Date pursuant to the Company’s policies in effect from time to time, and (except if the Company terminates your employment for Cause), any bonus earned but not yet paid prior to your Termination Date. The Company will pay the earned but unpaid bonus in accordance with the terms of the Company’s Annual Incentive Plan.


4.2	The Company may withhold from any and all amounts payable under this Agreement such federal, state, and local taxes as may be required to be withheld pursuant to applicable law or regulation. Upon your termination of employment from the Company, the Company may also offset amounts that you owe to the Company against any amounts payable to you hereunder as permitted by law.

4.3

If your employment is terminated for any reason, you are not required to seek other employment or attempt in any way to reduce any amounts payable to you under this Agreement. The foregoing provision notwithstanding, if you obtain new employment, the Company does not have any obligation to provide the payment of COBRA premiums and outplacement services under Sections 2(ii) and 3(ii) of this Agreement.


5.	In order to receive the payments and benefits provided in this Agreement, you will be required to execute, effective as of the Termination Date, a general release in favor of the Company, in form and substance reasonably satisfactory to the Company.


6.	Section 409A

6.1

Any provision in this Agreement (or any agreement or arrangement referenced herein) that is inconsistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued or to be issued by the Department of the Treasury thereunder (“Section 409A”), including the timing of any payment, shall be promptly amended in a manner mutually agreed to by the parties hereto in good faith in order to attempt to avoid triggering adverse tax consequences to you under Section 409A.

6.2

In the event any payment that is either received by you or paid by the Company on your behalf, or any cash, property or any other benefit provided to you under this Agreement or under any other plan, arrangement or agreement with the Company or any other person is treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) (collectively, the “Company Payments”), and is subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any successor provision and any similar tax that may hereafter be imposed by any taxing authority), the amount of the Company Payments shall be automatically reduced to the maximum amount that can be paid such that no portion of the Company Payments is subject to the Excise Tax; provided, however, that the reduction shall occur only if the reduced Company Payments (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Company Payments minus (i) the Excise Tax payable with respect to such Company Payments, and (ii) all applicable federal, state and local income, social security and other taxes on such Company Payments.

By signing this Agreement, you acknowledge and reaffirm your obligation to keep confidential all non-public information concerning the Company that you acquired during the course of your employment with the Company, as stated more fully in the Invention and Non-Disclosure Agreement, and your obligations not to compete with the Company or to solicit or hire employees of the Company, as stated more fully in the Non-Competition and Non-Solicitation Agreement, both of which agreements you executed at the inception of your employment and which remain in full force and effect following the termination of your employment.


8.	No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto.


9.	This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement is assignable by the Company only to an entity that is owned, directly or indirectly, in whole or in part by the Company or by any successor to the Company or an acquirer of all or substantially all of the assets of the Company.


10.	Any provision contained herein to the contrary notwithstanding, if you are a specified employee (as defined under Treasury Regulation Section 1.409A-1(i)) as of the Termination Date, the Company shall withhold and accumulate all payments under Sections 2 and 3 to which you would otherwise be entitled during the first six (6) months

after the Termination Date to the extent required for compliance with Section 409A. In such event, the Company shall distribute these payments to you (or your beneficiary) in a single lump sum on the first day of the seventh month after the Termination Date, or within thirty (30) days after the date of your death after the Termination Date.

Execution Copy

Please indicate your acceptance of and agreement to the foregoing by executing the enclosed copy of this letter where indicated and returning it to me.

Very truly yours,

THE MEDICINES COMPANY

By: /s/ Stephen M. Rodin
Name: Stephen M. Rodin
Title: General Counsel

ACCEPTED AND AGREED:

/s/ Mark Timney

Mark Timney December 10, 2018
NAME Date

[ Signature Page to Timney Severance Agreement ]

Contact:

Investor Relations

Krishna Gorti, M.D.

Vice President, Investor Relations

(973) 290-6122

krishna.gorti@themedco.com

FOR IMMEDIATE RELEASE

The Medicines Company Appoints Mark Timney as Chief Executive Officer

PARSIPPANY, N.J. - December 11, 2018 - The Medicines Company (NASDAQ: MDCO) today announced that its Board of Directors has appointed Mark Timney as the Company’s new Chief Executive Officer and a member of the Board of Directors, effective immediately. Mr. Timney will succeed Clive Meanwell, M.D., Ph.D., who has been appointed by the Board to serve as Chief Innovation Officer.

Alexander Denner, Ph.D., the Chairman of the Board of Directors, stated, “We are pleased to welcome Mark Timney as our new CEO. With his hiring, the board continues to focus on execution, accountability and maximizing shareholder value. His leadership will serve the Company well as it embarks on its next strategic phase.”

Dr. Denner further stated, “We look forward to continuing to work with Clive and we thank him for his vision and tireless efforts in the development of Inclisiran, a tremendous asset that could transform cardiovascular care. This program would not exist in its current form without Clive’s know-how, dedication and passion. We also thank all employees for their hard work and commitment in moving our innovative pipeline forward. The team is outstanding and we are proud of their accomplishments.”

Mark Timney stated, “I am thrilled to be joining The Medicines Company at such an exciting time. The opportunity to transform patient care and deliver shareholder value is significant. Execution will be critical as we explore all of our options to maximize the potential of Inclisiran.”

Dr. Meanwell, a director since 1996 and CEO for most of those years, said, “I remain very excited about the Company’s prospects and I am eager to work with Mark to advance Inclisiran.” In the newly-created role of Chief Innovation Officer, Dr. Meanwell will support the Company’s efforts to complete the development of Inclisiran.

The Medicines Company

Mr. Timney is a healthcare leader with over 25 years of biopharmaceutical industry experience in multi-national companies. At Merck & Co, Mr. Timney led organizations of increasing importance and size, including President US, President Japan and President of Global Primary Care. In these roles, Mr. Timney launched multiple products, many in the cardiovascular therapeutic area, led large organizations of up to 8,000 employees, and was involved in a number of important strategic transactions. After leaving Merck, Mr. Timney served as the CEO of Purdue Pharmaceuticals and formed a company advising healthcare companies. Before joining Merck, Mr. Timney spent 8 years working at numerous multinational pharmaceutical companies, including Zeneca Group, ICI Pharmaceuticals and Roussel Labs. Mr. Timney received a bachelor’s degree in Sports Studies (majoring in Marketing) from Newcastle Polytechnic (now Northumbria University) in Newcastle in the United Kingdom.

About The Medicines Company

The Medicines Company is a biopharmaceutical company driven by an overriding purpose - to save lives, alleviate suffering and contribute to the economics of healthcare. The Company’s goal is to create transformational solutions to address the most pressing healthcare needs facing patients, physicians and providers in cardiovascular care. The Company is headquartered in Parsippany, New Jersey.

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