AMAG PHARMACEUTICALS, INC. Restricted Stock Unit Agreement (Non-Plan Inducement Grant)Restricted Stock Unit Agreement • May 10th, 2012 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
AMAG Pharmaceuticals, Inc. (the “Company”) hereby enters into this Restricted Stock Unit Agreement, dated as of the date set forth below, with the Recipient named herein (the “Agreement”) and grants to the Recipient the Restricted Stock Units (“RSUs”) specified herein as an inducement grant pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.
AMAG PHARMACEUTICALS, INC. LETTERHEAD] May 9, 2012Retention Bonus Agreement • May 10th, 2012 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations
Reference is made to that certain Employment Agreement, dated as of August 1, 2011, by and between AMAG Pharmaceuticals, Inc. (the “Company”), which was amended by the Amendment to Employment Agreement dated as of November 3, 2011, and the Second Amendment to Employment Agreement dated as of November 25, 2011 (as amended, the “Employment Agreement”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 10th, 2012 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Amendment dated as of May 10, 2012 (this “Amendment”) to the Rights Agreement, dated as of September 4, 2009 (the “Rights Agreement”), is entered into between AMAG PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2012 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”) is entered into as of May 6, 2012 by and between AMAG Pharmaceuticals, Inc., a Delaware corporation with offices at 100 Hayden Avenue, Lexington, MA 02421 (the “Company”), and William K. Heiden of [Address] (“you”).
STOCKHOLDER AGREEMENTShareholder Agreement • May 10th, 2012 • Amag Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”) is entered into effective as of May 9, 2012 by and between Adage Capital Management, L.P. (“Adage”) and AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms not defined herein will have the meaning given in the Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, dated as of September 4, 2009 (the “Rights Agreement”).
