AMAG PHARMACEUTICALS, INC.
Non-Employee Director Compensation Policy
The Board of Directors (the “Board”) of AMAG Pharmaceuticals, Inc. (the “Company” or “AMAG”)
has approved the following policy which establishes compensation to be paid to non-employee directors of the
Company, effective May 25, 2010, which policy supersedes in its entirety the policy previously amended and
restated on May 5, 2009, to provide an inducement to obtain and retain the services of qualified persons to serve
as members of the Company’s Board. Each such director will receive as compensation for his or her services
equity grants and cash compensation, all as further set forth herein.
This Policy shall apply to each director of the Company who is not an employee of the Company or any
Affiliate (each, an “Outside Director”). Affiliate shall mean a corporation which is a direct or indirect parent or
subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as
Equity Grant Upon Initial Appointment or Election as a Director
Commencing in May 2010, each new Outside Director, on the date of his or her initial appointment or
election to the Board, will receive an equity grant comprised of two components: (i) an inducement grant and
(ii) an annual grant.
As an inducement to joining the Board, each new Outside Director will be granted a non-qualified stock
option to purchase 6,000 shares of the Company’s common stock pursuant to the Company’s Second Amended
and Restated 2007 Equity Incentive Plan (the “Stock Plan”), subject to automatic adjustment in the event of any
stock split or other recapitalization affecting the Company’s common stock. Such option shall vest in equal
monthly installments over a period of two years from the date of his or her election to the Board, provided such
Outside Director continues to serve as a member of the Board.
Upon joining the Board, eac