Summary of The Medicines Company Board of Director Compensation
On December 14, 2004, the Board of Directors (the “Board”) of The Medicines Company (the
“Company”) adopted new terms of compensation for its non-employee directors as described below. The new
compensation arrangements became effective on January 1, 2005.
Annual Retainer, Meeting Fees and Expenses
Each of the Company’s non-employee directors will receive an annual retainer of $25,000, payable on a
quarterly basis. In addition, each non-employee director will receive meeting fees of $3,000 for each meeting of
the Board attended in person and $500 for each meeting of the Board attended by telephone. Directors will also
be reimbursed for expenses in connection with their attendance at meetings of the Board.
Each non-employee director will be granted non-statutory stock options under the Company’s 2004
stock incentive plan to purchase:
• 20,000 shares of the Company’s common stock on the date of his or her initial election to the
Board (the “Initial Options”); and
• 15,000 shares of the Company’s common stock on the date of each annual meeting of the
Company’s stockholders (the “Annual Options”), except if such non-employee director was
initially elected to the Board at such annual meeting.
These options will have an exercise price equal to the closing price of the Company’s common stock on
the Nasdaq National Market on the date of grant and will have a ten year term. The Initial Options will vest in 36
equal monthly installments beginning on the date one month after the grant date. The Annual Options will vest in
12 equal monthly installments beginning on the date one month after the date of grant. All vested options will be
exercisable at any time prior to the first anniversary of the date the director ceases to be a director.
Each member of a committee of the Board will also receive meet