Form 8-K MEDICINES CO /DE For: May 26

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): May 26, 2016

The Medicines Company

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (973) 290-6000

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

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))

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to 2013 Stock Incentive Plan

On May 26, 2016, The Medicines Company (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present in person or by proxy. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2013 Stock Incentive Plan (as amended, the “2013 Plan”), which increased the number of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), authorized for issuance thereunder from 18,842,134 to 21,142,134 shares. This amendment to the 2013 Plan had previously been approved by the Company’s board of directors, subject to stockholder approval.

Under the 2013 Plan, the Company is authorized to issue pursuant to awards granted under the 2013 Plan up to a total number of shares not to exceed 21,142,134 shares of Common Stock (subject to adjustment in the event of stock splits and other similar changes in capitalization or events), consisting of (x) 11,100,000 shares plus (y) 717,963 shares representing the number of shares of Common Stock that remained available for issuance under the Company’s Amended and Restated 2004 Stock Incentive Plan (the “2004 Plan”) as of May 30, 2013, the date the 2013 Plan was approved by the Company’s stockholders, plus (z) the number of shares of Common Stock subject to awards granted under the 2004 Plan which may expire, terminate or be surrendered, canceled, forfeited or repurchased by the Company.

The provisions of the 2013 Plan are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 26, 2016 (the “2016 Proxy Statement”) under “Proposal Three: Approval of our 2013 Stock Incentive Plan, as amended.” Such description of the 2013 Plan is qualified in its entirety by reference to the complete text of the 2013 Plan, as amended. The 2013 Plan was filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Amendment No. 1 to the 2013 Plan was filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and Amendment No. 2 to the 2013 Plan was filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed on June 2, 2015. A copy of Amendment No. 3 to the 2013 Plan approved at the Annual Meeting is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to 2010 Employee Stock Purchase Plan

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2010 Employee Stock Purchase Plan (as amended, the “2010 Plan”), which increased the number of shares of the Company’s Common Stock available for purchase thereunder from 1,000,000 to 2,000,000 shares. This amendment to the 2010 Plan had previously been approved by the Company’s board of directors, subject to stockholder approval.

Under the 2010 Plan, there are 2,000,000 shares of Common Stock (subject to adjustment in the event of stock splits and other similar changes in capitalization or events) available for purchase by eligible employees at a discount according to the terms of the 2010 Plan.

The provisions of the 2010 Plan are described in the 2016 Proxy Statement under “Proposal Four: Approval of our 2010 Employee Stock Purchase Plan, as amended.” Such description of the 2010 Plan is qualified in its entirety by reference to the complete text of the 2010 Plan, as amended. The 2010 Plan was filed as an exhibit to the Company’s Schedule 14A filed with the SEC on April 30, 2010. A copy of this amendment to the 2010 Plan is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Amended and Restated Employment Agreement

On May 26, 2016, the Company and Clive A. Meanwell, Chief Executive Officer of the Company, entered into an Amended and Restated Employment Agreement (the “Agreement”), amending Dr. Meanwell’s prior employment agreement entered into in 1996. The Agreement is on substantially the same terms as Dr. Meanwell’s existing employment arrangements. The initial term of the Agreement is through December 31, 2016, and renews automatically on a yearly basis unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the then-current term. Consistent with the description of Dr. Meanwell’s compensation in the 2016 Proxy Statement, the Agreement provides for an annual base salary of $896,447, subject to upward adjustment in the discretion of the Company’s board of directors, and that Dr. Meanwell is eligible to receive an annual cash bonus targeted to be 100% of his annual base salary, subject to meeting company and personal performance goals determined at the discretion of the Company’s board of directors. The Agreement provides for the payment of accrued rights upon a termination and the payment of bonus earned but not yet paid prior to the termination date in the event of certain qualifying terminations. In the event of a termination by the Company without cause or Dr. Meanwell with good reason, Dr. Meanwell will be entitled to any payments or benefits provided pursuant to the provisions of the severance agreement between the Company and Dr. Meanwell, dated May 27, 2015, as amended December 18, 2015 (the forms of which are filed with the SEC as Exhibit 10.44 and Exhibit 10.46, respectively, to the Company’s annual report on Form 10-K for the period ended December 31, 2015). This description is qualified by its entirety by the complete text of the Agreement, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

Item 5.03.                                        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Third Amended and Restated Certificate of Incorporation, As Amended

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (as amended, the “Certificate”) that provides for the

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phased declassification of the Company’s board of directors over a two-year period, which declassification will be completed upon the election of directors at the Company’s 2018 annual meeting of stockholders. This amendment to the Certificate had previously been approved by the Company’s board of directors, subject to stockholder approval.

On May 26, 2016, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment of the Certificate (the “Certificate of Amendment”) to reflect the amendment, which became effective upon filing.

The amendment is described in the 2016 Proxy Statement under “Proposal Two: Approval of an Amendment to our Third Amended and Restated Certificate of Incorporation, as amended.” Such description of the amendment is qualified in its entirety by reference to the complete text of the Certificate of Amendment. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Amendment to Second Amended and Restated Bylaws

Effective May 26, 2016, the Company’s Second Amended and Restated Bylaws were amended to conform to the amendment of the Certificate described above (as amended, the “Bylaws”). A copy of the amendment to the Bylaws is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 5.07.                                        Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals, each of which is described in more detail in the 2016 Proxy Statement: (1) the election of three class I directors for terms to expire at the Company’s 2017 annual meeting of stockholders contingent upon the approval of proposal 2, provided that if proposal 2 is not approved, then to elect the three class I directors for terms to expire at the Company’s 2019 annual meeting of stockholders; (2) the approval of an amendment to the Certificate; (3) the approval of the 2013 Plan, as amended; (4) the approval of the 2010 Plan, as amended; (5) the approval, on an advisory basis, of the compensation of the Company’s named executive officers as presented in the 2016 Proxy Statement; and (6) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the current fiscal year.

The voting results at the Annual Meeting with respect to each of the matters described above were as follows:

1.              The Company’s stockholders voted to elect the following individuals as class I directors of the Company, each for a one-year term expiring in 2017, or until their successors have been duly elected and qualified:

2.              The amendment to the Company’s Certificate to provide for the phased declassification of the Company’s board of directors was approved based upon the following votes:

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3.              The 2013 Plan, as amended, was approved based upon the following votes:

4.              The 2010 Plan, as amended, was approved based upon the following votes:

5.              The Company’s executive compensation was approved, on an advisory basis, based upon the following votes:

6.              The independent registered public accounting firm for the current fiscal year was ratified based upon the following votes:

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits

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SIGNATURE

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.

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EXHIBIT INDEX

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Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

THE MEDICINES COMPANY

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

The Medicines Company (hereinafter called the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

At a meeting of the Board of Directors of the Corporation, a resolution was duly adopted pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Third Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate”), and declaring said amendment to be advisable. The resolution setting forth the amendment is as follows:

RESOLVED:                                                                         That, subject to stockholder approval, the Certificate shall be amended as set forth below, and that such amendment to the Certificate be submitted to the stockholders of the Corporation for approval at the 2016 annual meeting of stockholders.

Pursuant to Article FIFTH and Section 10 of Article NINTH of The Medicines Company Third Amended and Restated Certificate of Incorporation, as amended, the Certificate be, and hereby is, amended as set forth below.

1.              Section 2 of Article NINTH of the Certificate is hereby deleted in its entirety and replaced with the following:

“2.                                Classes of Directors. From the effective date of this Amendment to the Certificate until the election of directors at the Corporation’s 2017 annual meeting of stockholders, pursuant to Section 141(d) of the General Corporation Law of the State of Delaware (“DGCL”), the Board of Directors shall be and is divided into two classes of directors: Class I and Class II, with the directors in Class I having a term that expires at the Corporation’s 2017 annual meeting of stockholders and the directors in Class II having a term that expires at the Corporation’s 2018 annual meeting of stockholders. The members of such Class I shall be those directors who, immediately prior to the effective date of this Amendment to the Certificate, were members of Class I (and who were elected at the Corporation’s 2016 annual meeting of stockholders) and those directors who, immediately prior to the effective date of this Amendment to the Certificate, were members of Class II (and who had terms scheduled to expire at the Corporation’s 2017 annual meeting of stockholders) or, in each case, their successors. The members of such Class II shall be those directors who, immediately prior to the effective date of this Amendment to the Certificate, were members of Class III (and who had terms scheduled to expire at the Corporation’s 2018 annual meeting of stockholders) or their successors.

Commencing immediately following the election of directors at the Corporation’s 2017 annual meeting of stockholders until the election of directors

at the Corporation’s 2018 annual meeting of stockholders, pursuant to Section 141(d) of the DGCL, the Board of Directors shall be divided into a single class of directors: Class I, with the directors in Class I having a term that expires at the Corporation’s 2018 annual meeting of stockholders. The members of such Class I shall be those directors who, immediately prior to the election of directors at the Corporation’s 2017 annual meeting of stockholders, were members of Class I (and who were elected at the Corporation’s 2017 annual meeting of stockholders) and those directors who, immediately prior to the election of directors at the Corporation’s 2017 annual meeting of stockholders, were members of Class II (and who had terms scheduled to expire at the Corporation’s 2018 annual meeting of stockholders) or, in each case, their successors.

Commencing immediately following the election of directors at the Corporation’s 2018 annual meeting of stockholders, the Board shall cease to be classified as provided in Section 141(d) of the DGCL, and directors whose terms have expired shall be elected to hold office for a term expiring at the Corporation’s next annual meeting of stockholders following their election; provided further, that the term of each director shall continue until the election and qualification of his successor and be subject to his earlier death, resignation or removal.”

2.              Section 3 of Article NINTH of the Certificate is hereby deleted in its entirety and replaced with the following:

“3.                                [INTENTIONALLY OMITTED]”

3.              Section 4 of Article NINTH of the Certificate is hereby deleted in its entirety and replaced with the following:

“4.                                Allocation of Directors Among Classes in the Event of Increases or Decreases in the Authorized Number of Directors.  Until the election of directors at the Corporation’s 2018 annual meeting of stockholders, in the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, subject to his earlier death, resignation or removal and (ii) unless otherwise provided from time to time by resolution of the Board of Directors, the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors (A) commencing immediately following the election of directors at the Corporation’s 2016 annual meeting of stockholders until the election of directors at the Corporation’s 2017 annual meeting of stockholders, by adding to Class II (in the case of newly created directorships) or subtracting from Class I (in the case of newly eliminated directorships); provided that to the extent such adjustment would make Class II larger than Class I, directors shall be added or subtracted, as the case may be, such that no one class shall have more than one director more than any other class; provided, further, that if a fraction is contained in the quotient arrived at by dividing the authorized number of directors by two, then the extra director shall be a member of Class I, and (B) commencing immediately following the election of directors at the Corporation’s 2017 annual meeting of stockholders until the election of directors at the Corporation’s 2018 annual meeting of stockholders, by adding to or subtracting from, as the case may be, Class I.”

4.              Section 7 of Article NINTH of the Certificate is hereby deleted in its entirety and replaced with the following:

“7.                                Removal. Until the election of directors at the Corporation’s 2018 annual meeting of stockholders, directors of the Corporation may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors. Commencing immediately following the election of directors at the Corporation’s 2018 annual meeting of stockholders, directors of the Corporation may be removed with or without cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors.”

5.              Section 8 of Article NINTH of the Certificate is hereby deleted in its entirety and replaced with the following:

“8.                                Vacancies.  Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected to hold office (i) prior to the election of directors at the Corporation’s 2018 annual meeting of stockholders, until the next election of the class for which such director shall have been chosen and (ii) commencing immediately following the election of directors at the Corporation’s 2018 annual meeting of stockholders, until the next election of directors by the stockholders, in each case subject to the election and qualification of his successor and to his earlier death, resignation or removal.”

6.              Except as set forth above, all other terms and provisions of the Certificate shall remain in full force and effect.

The stockholders of the Corporation duly approved said amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware on May 26, 2016.

IN WITNESS WHEREOF, this Certificate of Amendment of Third Amended and Restated Certificate of Incorporation, as amended, has been executed by a duly authorized officer of the Corporation this 26th day of May  2016.

Exhibit 3.2

Amendment to the Second Amended and Restated Bylaws

Pursuant to Article SIXTH of The Medicines Company Third Amended and Restated Certificate of Incorporation, as amended, and Section 6.01 of The Medicines Company Second Amended and Restated Bylaws (the “Bylaws”), the Bylaws be, and hereby are, amended as set forth below.

1.                                      Section 2.03 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 2.03.                    Classes of Directors. From the effective date of this Amendment to the Bylaws until the election of directors at the Corporation’s 2017 annual meeting of stockholders, pursuant to Section 141(d) of the General Corporation Law of the State of Delaware (“DGCL”), the Board of Directors shall be and is divided into two classes of directors: Class I and Class II, with the directors in Class I having a term that expires at the Corporation’s 2017 annual meeting of stockholders and the directors in Class II having a term that expires at the Corporation’s 2018 annual meeting of stockholders. The members of such Class I shall be those directors who, immediately prior to the effective date of this Amendment to the Bylaws, were members of Class I (and who were elected at the Corporation’s 2016 annual meeting of stockholders) and those directors who, immediately prior to the effective date of this Amendment to the Bylaws, were members of Class II (and who had terms scheduled to expire at the Corporation’s 2017 annual meeting of stockholders) or, in each case, their successors. The members of such Class II shall be those directors who, immediately prior to the effective date of this Amendment to the Bylaws, were members of Class III (and who had terms scheduled to expire at the Corporation’s 2018 annual meeting of stockholders) or their successors.

Commencing immediately following the election of directors at the Corporation’s 2017 annual meeting of stockholders until the election of directors at the Corporation’s 2018 annual meeting of stockholders, pursuant to Section 141(d) of the DGCL, the Board of Directors shall be divided into a single class of directors: Class I, with the directors in Class I having a term that expires at the Corporation’s 2018 annual meeting of stockholders. The members of such Class I shall be those directors who, immediately prior to the election of directors at the Corporation’s 2017 annual meeting of stockholders, were members of Class I (and who were elected at the Corporation’s 2017 annual meeting of stockholders) and those directors who, immediately prior to the election of directors at the Corporation’s 2017 annual meeting of stockholders, were members of Class II (and who had terms scheduled to expire at the Corporation’s 2018 annual meeting of stockholders) or, in each case, their successors.

Commencing immediately following the election of directors at the Corporation’s 2018 annual meeting of stockholders, the Board shall cease to be classified as provided in Section 141(d) of the DGCL, and directors whose terms have expired shall be elected to hold office for a term expiring at the Corporation’s next annual meeting of stockholders following their election; provided further, that the term of each director shall continue until the election and qualification of his successor and be subject to his earlier death, resignation or removal.”

2.                                      Section 2.04 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 2.04.                    [INTENTIONALLY OMITTED]”

3.                                      Section 2.05 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 2.05.                    Allocation of Directors Among Classes in the Event of Increases or Decreases in the Authorized Number of Directors.  Until the election of directors at the Corporation’s 2018 annual meeting of stockholders, in the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, subject to his earlier death, resignation or removal and (ii) unless otherwise provided from time to time by resolution of the Board of Directors, the newly created or

eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors (A) commencing immediately following the election of directors at the Corporation’s 2016 annual meeting of stockholders until the election of directors at the Corporation’s 2017 annual meeting of stockholders, by adding to Class II (in the case of newly created directorships) or subtracting from Class I (in the case of newly eliminated directorships); provided that to the extent such adjustment would make Class II larger than Class I, directors shall be added or subtracted, as the case may be, such that no one class shall have more than one director more than any other class; provided, further, that if a fraction is contained in the quotient arrived at by dividing the authorized number of directors by two, then the extra director shall be a member of Class I, and (B) commencing immediately following the election of directors at the Corporation’s 2017 annual meeting of stockholders until the election of directors at the Corporation’s 2018 annual meeting of stockholders, by adding to or subtracting, as the case may be, from Class I.”

4.                                      Section 2.08 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 2.08.                    Removal.  Until the election of directors at the Corporation’s 2018 annual meeting of stockholders, directors of the Corporation may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors. Commencing immediately following the election of directors at the Corporation’s 2018 annual meeting of stockholders, directors of the Corporation may be removed with or without cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors.”

5.                                      Section 2.09 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 2.09.                    Vacancies.  Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected to hold office (i) prior to the election of directors at the Corporation’s 2018 annual meeting of stockholders, until the next election of the class for which such director shall have been chosen and (ii) commencing immediately following the election of directors at the Corporation’s 2018 annual meeting of stockholders, until the next election of directors by the stockholders, in each case subject to the election and qualification of his successor and to his earlier death, resignation or removal.”

6.                                      Except as set forth above, all other terms and provisions of the Bylaws shall remain in full force and effect.

Exhibit 10.1

AMENDMENT NO. 3 TO

THE MEDICINES COMPANY

2013 STOCK INCENTIVE PLAN

Pursuant to Section 11(d) of The Medicines Company 2013 Stock Incentive Plan (the “Plan”), the Plan be, and hereby is, amended as set forth below.

1.                                      Section 4(a)(1) of the Plan is hereby deleted in its entirety and replaced with the following:

“(1)    Authorized Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to such number of shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) (up to 21,142,134 shares) as is equal to the sum of (x) 11,100,000, (y) the remaining number of shares of Common Stock available for issuance under the Company’s Amended and Restated 2004 Stock Incentive Plan (the “2004 Plan”) as of the Effective Date (as defined in Section 11 (c)) and (z) the number of shares of Common Stock subject to awards granted under the 2004 Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issue price pursuant to a contractual repurchase right (subject, in the case of Incentive Stock Options (as defined in Section 5(b)) to any limitations under the Code). Any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

2.                                      Section 7(b) of the Plan is hereby deleted in its entirety and replaced with the following:

“(b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any; provided that, subject to Section 9, Section 10(f) and Section 10(h), Restricted Stock Awards shall have a minimum vesting period of one year from the date of grant. The foregoing notwithstanding, up to five percent (5%) of the total number of shares available for issuance under the Plan and authorized in or after April 2016 may be granted without regard to this minimum vesting period.”

3.                                      Section 8(b) of the Plan is hereby deleted in its entirety and replaced with the following:

“(b) Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award or Cash-Based Award, including any purchase price applicable thereto; provided that, subject to Section 9, Section 10(f) and Section 10(h), Other Stock-Based Awards that are Full-Value Awards shall have a minimum vesting period of one year from the date of grant. The foregoing notwithstanding, up to five percent (5%) of the total number of shares available for issuance under the Plan and authorized in or after April 2016 may be granted without regard to this minimum vesting period. Dividend Equivalents may be paid in cash and/or shares of Common Stock and will be subject to the same restrictions on transfer and forfeitability as the Other Stock-Based Awards with respect to which such Dividend Equivalents are awarded.”

4.                                      Section 10(i)(3) of the Plan is hereby amended to delete the words “extraordinary items” from the penultimate sentence of such section, and the other enumerated adjustments in such sentence shall be renumbered to account for such deletion.

5.                                      Section 10(i)(5) of the Plan is hereby deleted in its entirety and replaced with the following:

“(5) Other. The Committee shall have the power to impose such other restrictions on Performance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Performance-Based Compensation. Dividend Equivalents may be paid in cash and/or shares of Common Stock and will be subject to the same restrictions on transfer and forfeitability as the Performance Awards with respect to which such Dividend Equivalents are awarded. To the extent the vesting of a Performance Award is accelerated upon the occurrence of a Change in Control Event, such Performance Award shall not vest in amount in excess of the greater of (A) as if target performance had been achieved and paid on a prorated basis or (B) actual performance achievement through the date of the Change in Control Event (or the closest date to the Change in Control Event as of which such performance may reasonably be determined). Any proration under clause (A) of the preceding sentence shall be based on a fraction, the numerator of which is the number of months completed before the Change in Control Event and the denominator of which is the number of months in the performance period under the Performance Award.”

6.                                      Except as set forth above, all other terms and provisions of the Plan shall remain in full force and effect.

Adopted by the Board of Directors on April 4, 2016 and approved by stockholders on May 26, 2016.

Exhibit 10.2

AMENDMENT NO. 1

TO

THE MEDICINES COMPANY

2010 EMPLOYEE STOCK PURCHASE PLAN

Pursuant to Section 16 of The Medicines Company 2010 Employee Stock Purchase Plan (the “ESPP”), the ESPP be, and hereby is, amended as set forth below.

1.                                      The introductory paragraph of the ESPP is amended to replace “1,000,000 shares of Common Stock” with “2,000,000 shares of Common Stock”.

2.                                      Except as set forth above, all other terms and provisions of the Plan shall remain in full force and effect.

Adopted by the Board of Directors on April 4, 2016 and approved by stockholders on May 26, 2016.

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made this 26th day of May, 2016, 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 CLIVE MEANWELL (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Employee is a party to that certain employment agreement, effective as of September 5, 1996, with Medicines Development Company (the “Prior Employment Agreement”); and

WHEREAS, the Company desires to continue to employ the Employee on the terms and subject to the conditions set forth in this Agreement, which Agreement shall supersede the Prior Employment Agreement, and the Employee desires to accept such continued 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 May 26, 2016 (the “Commencement Date”) and ending on December 31, 2016 (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 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 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 or its designee 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 entire business time, attention and energies to the business and interests of the Company during the Employment

Period.  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 $896,447.17 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 below the amount set forth above without the Employee’s consent.

3.2                               Bonus.  The Employee shall be eligible to receive a bonus with a target equal to one hundred percent (100%) 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 below the amount set forth above 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 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.

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 Employee and the Company are party, dated May 27, 2015, as amended December 18, 2015 (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).

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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, Employee gives the Company written notice of such election within thirty (30) days after the Company’s taking any action that constitutes Good Reason and 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 Employee.  In the event 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 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

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Agreement.  To the extent 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 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 Employee that is in effect immediately prior to the execution of the release.

Section 6.                                           Other Agreements.  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.  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 (including, without limitation, the Prior Employment Agreement); provided, however, that, for the avoidance of doubt, this Agreement does not supersede the Severance Agreement, that certain Invention and Non-Disclosure Agreement to which Employee and the Company are party, dated November 4, 2006, that certain Non-Compete and Non-Solicitation Agreement to which Employee and the Company are party, dated November 4, 2006, or that certain Indemnity Agreement to which Employee and the Company are party, dated December 28, 2015.  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-Competition and 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 Section 2 of the Non-Competition and Non-

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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, 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 the payment is not administratively practical due to events beyond the recipient’s control such as

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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 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 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.

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