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SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2019, the Board of Directors (the “Board”) of Momenta Pharmaceuticals, Inc. (the “Company”) elected Dr. Donna Grogan as a director of the Company. Dr. Grogan was elected as a Class II director and will serve until the Company’s 2021 annual meeting of stockholders and until her successor has been duly elected and qualified or until her death, resignation or removal. Dr. Grogan has been appointed to serve on the Science and Compensation Committees of the Board.
Dr. Grogan will participate in the Company’s standard compensation program for non-employee directors, including an aggregate annual retainer of $72,500 for her service as a member of the Board and of the Science and Compensation Committees, plus an additional $3,000 for each all-day Science Committee session attended (up to a maximum of $15,000 per year) that is in addition to the standard quarterly meetings of the Science Committee; and an initial award of an option to purchase 50,000 shares of the Company’s common stock (the “Initial Award”). The Initial Award will (i) have an exercise price equal to the closing price per share of the Company’s common stock on the date of grant, (ii) vest and become exercisable with respect to 16,667 shares on the one year anniversary of the grant date and with respect to the remaining shares in equal quarterly installments over the following two years, subject to Dr. Grogan’s continued service to the Company through the applicable vesting date, and (iii) expire on the tenth anniversary of the grant date, subject to certain exceptions set forth in the Initial Award agreement. Dr. Grogan will also have the same right to indemnification by the Company as granted to the Company’s officers and other directors.
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.
|MOMENTA PHARMACEUTICALS, INC.|
|Date: September 19, 2019||By:||/s/ Craig A. Wheeler|
|Craig A. Wheeler|
|President and Chief Executive Officer|