THE MEDICINES COMPANY
Form of Restricted Stock Agreement
Granted Under 2009 Equity Inducement Plan
THIS AGREEMENT made as of this day of , 2009, between The Medicines
Company, a Delaware corporation (the “Company”) and (the “Participant”).
In consideration of the Participant’s acceptance of employment with the Company and employment services
to be rendered by the Participant to the Company and for other valuable consideration, the receipt and
sufficiency of which is acknowledged and confirmed, the parties hereto agree as follows:
1. Issuance of Shares .
The Company shall issue to the Participant, subject to the terms and conditions set forth in this Agreement and
in the Company’s 2009 Equity Inducement Plan (the “Plan”), shares (the “Shares”) of
common stock, $0.001 par value, of the Company (“Common Stock”). The Shares are issued effective as of the
date set forth above in the name of the Participant and are initially issued in book entry form only. Following the
vesting of any Shares pursuant to Section 2 below, the Company, if requested by the Participant, shall deliver (or
shall instruct its transfer agent to deliver) to the Participant a certificate representing the vested Shares. The
Participant agrees that the Shares shall be subject to vesting and forfeiture set forth in Section 2 of this Agreement
and the restrictions on transfer set forth in Section 3 of this Agreement.
2. Vesting .
(a) The Shares are subject to vesting in annual increments of 25% per year (the “Vesting Requirements”).
25% of the Shares shall vest on , 2010 (the “Initial Vesting Date”) as long as the
Participant is employed by the Company on such date. The remaining 75% of the Shares shall vest in equal 25%
increments on each anniversary of the Initial Vesting Date (each, a “Subsequent Vesting Date”) as