8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 30, 2011

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-10865	04-2742593
(Commission File Number)	(IRS Employer Identification No.)
100 Hayden Avenue
Lexington, Massachusetts	02421
(Address of principal executive offices)	(Zip Code)

(617) 498-3300

(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Amendments to Existing Employment Arrangements with Frank Thomas.

On November 30, 2011, in connection with the prior appointment of Frank Thomas as Chief Operating Officer, interim President and interim Chief Executive Officer of AMAG Pharmaceuticals, Inc., or the Company, the Company entered into an amendment to the existing employment agreement, or the Employment Agreement Amendment, with Mr. Thomas.  Pursuant to the Employment Agreement Amendment, Mr. Thomas’ base salary was increased to $415,000 per year, effective retroactively to November 4, 2011, and the Company agreed to grant Mr. Thomas a monthly bonus of $20,000, or the Supplemental Bonus, for so long as Mr. Thomas serves as interim Chief Executive Officer, provided that in any event Mr. Thomas shall be entitled to at least six months of such Supplemental Bonus payments.  Consistent with the terms of Mr. Thomas’ existing employment agreement, Mr. Thomas remains eligible to earn an annual bonus of up to fifty percent (50%) of his base salary per year upon the achievement of certain performance goals determined by the Company’s Board of Directors or the Board’s Compensation Committee.  Mr. Thomas’ severance arrangements under his existing employment agreement remain in effect except that if the Company terminates his employment without “cause” as defined in his existing employment agreement or he resigns for “good reason” as defined in his existing employment agreement, Mr. Thomas shall also be entitled to any unpaid Supplemental Bonus payments due under his amended employment agreement.

Mr. Thomas has informed the Company that he intends to use a portion of the after tax proceeds from any Supplemental Bonus payment to purchase on a monthly basis shares of the Company’s common stock at the then prevailing market price for such shares pursuant to a 10b5-1 plan which has been established by Mr. Thomas.

The other provisions of the existing employment agreement with Mr. Thomas remain unchanged from the forms of agreements previously described in and filed with the Company’s Securities and Exchange Commission filings.  A copy of the Employment Agreement Amendment is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

On November 30, 2011, the Compensation Committee, pursuant to authority delegated by the Board of Directors, granted Mr. Thomas 20,000 restricted stock units under the terms and conditions of the Second Amended and Restated Equity Incentive 2007 Plan, which vest as follows: 50% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and the remaining 25% on the third anniversary of the grant date. If the Company terminates Mr. Thomas’ employment without “cause” as defined in his existing employment agreement or he resigns for “good reason” as defined in his existing employment agreement, and Mr. Thomas complies with certain release requirements under the restricted stock unit agreement, then the next upcoming vesting date shall be accelerated and the restricted stock units related to such vesting date shall immediately vest, and no additional restricted stock units will

2

vest thereunder.  A copy of the Form of November 2011 Restricted Stock Unit Agreement with respect to this grant is filed herewith as Exhibit 10.2 and is incorporated by referenced herein.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

The Company hereby furnishes and/or files the following exhibits:

10.1	Second Amendment to Employment Agreement, dated as of November 30, 2011, by and between the Company and Frank Thomas (filed herewith)
10.2	Form of November 2011 Restricted Stock Unit Agreement. (filed herewith)

3

SIGNATURES

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 thereunto duly authorized.

AMAG PHARMACEUTICALS, INC.
By:	/s/ Joseph L. Farmer
	Joseph L. Farmer
	General Counsel and Senior Vice
	President of Legal Affairs
Date: December 2, 2011

4

Exhibit Index

10.1	Second Amendment to Employment Agreement, dated as of November 30, 2011, by and between the Company and Frank Thomas (filed herewith)
10.2	Form of November 2011 Restricted Stock Unit Agreement. (filed herewith)

5

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of November 30, 2011, by and between AMAG PHARMACEUTICALS, INC., a Delaware corporation with offices at 100 Hayden Avenue, Lexington, MA 02421 (the “Company”), and FRANK THOMAS, of 57 Catherine Lane, Sudbury, MA 01776 the (“Employee” or “you”).

WHEREAS, the Company and the Employee are parties to that certain Employment Agreement, dated as of August 1, 2011, which was amended by the Amendment to Employment Agreement dated November 3, 2011 (as amended, the “Employment Agreement”);

WHEREAS, in connection with the Employee’s appointment as Chief Operating Officer and interim president and Chief Executive Officer of the Company, the Company and the Employee wish to further amend the Employment Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.Amendment to Section 3(a).  Section 3(a) of the Employment Agreement is hereby amended and restated to read as follows:

“Base Salary.  Effective as of November 4, 2011, the Company will pay you a base salary at the annualized rate of at least $415,000 (“Base Salary”), minus withholdings as required by law and other deductions authorized by you, which amount shall be paid in equal installments at the Company’s regular payroll intervals, but not less often than monthly.  Your base salary may be increased annually by the Board or the Compensation Committee in their sole discretion.”

2.Amendment to Section 3(b).  Section 3(b) of the Employment Agreement is hereby amended and the following sentence is added after the last sentence of Section 3(b):

“In addition to the forgoing, for so long as you are serving as interim Chief Executive Officer of the Company, you shall be entitled to a monthly bonus of $20,000, minus withholdings as required by law and other deductions authorized by you (the “Supplemental Bonus”), which amount shall be paid on the last regularly scheduled payroll date of the Company each month during such service; provided, however, that if your period of service as interim Chief Executive Officer of the Company is for less than six months, you shall be entitled to receive a monthly Supplemental Bonus for the remainder of such six-month period, payable in accordance with the foregoing, provided that you are employed by the Company on the payment date of any such Supplemental Bonus.”

3.Amendments to Section 5(b).

(a) Section 5(b) of the Employment Agreement is hereby amended adding the following additional clause to the end of the initial sentence of Section 5(b):

“and a cash severance payment equal to the excess, if any, of (x) six months of Supplemental Bonus payments over (y) any Supplemental Bonus payments you received prior to your termination of employment under Section 3(b).”

(b)  Section 5(b) of the Employment Agreement is also hereby amended adding the following additional clause to the second sentence of Section 5(b) immediately after “…usual payroll schedule”:

“(provided than any severance payment with respect to the Supplemental Bonus shall be made on the last regularly scheduled payroll date of the Company each month during such period).”

4.Continuation of Employment Agreement.  Except as specifically amended by this Second Amendment, the Employment Agreement shall remain in full force and effect and is hereby ratified and affirmed in all respects.

5.Choice of Law; Jurisdiction.  This Second Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Massachusetts, and the validity, interpretation and performance of this Second Amendment shall be governed by, and construed in accordance with, the laws of Massachusetts, without regard to conflict of law principles.

6.Counterparts.  This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

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

COMPANY:
AMAG PHARMACEUTICALS, INC.
By:	/s/ Joseph L. Farmer
Name:	Joseph L. Farmer
Title:	General Counsel and Senior Vice  President of Legal Affairs
EMPLOYEE:
By:	/s/ Frank Thomas
Name:	Frank Thomas

EX-10.2

Exhibit 10.2

AMAG PHARMACEUTICALS, INC.

Restricted Stock Unit Agreement

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 pursuant to its Second Amended and Restated 2007 Equity Incentive Plan, as amended and in effect from time to time.  The Terms and Conditions attached hereto are also a part hereof.

Name of recipient (the “Recipient”):	[Name of Recipient]
Date of this RSU grant (“Grant Date”):	[Date of Grant]
Number of shares of the Company’s Common Stock (the “Underlying Shares”) underlying the equivalent number of restricted stock units (the “RSUs”) granted pursuant to this Agreement:	[Number]
Number of RSUs that are vested on the Grant Date:	- 0 -
Number of RSUs that are unvested on the Grant Date:	[Number]

Vesting Schedule:

50% of the RSUs shall vest on the first anniversary of the Grant Date, 25% of the RSUs shall vest on the second anniversary of the Grant Date, and the remaining 25% of the RSUs shall vest on the third anniversary of the Grant Date.

	AMAG PHARMACEUTICALS, INC.
Signature of Recipient
[Name]	By:
[Address]		Name:
		Title:

AMAG PHARMACEUTICALS, INC.

Restricted Stock Unit Agreement — Terms and Conditions

AMAG Pharmaceuticals, Inc. (the “Company”) agrees to award to the recipient specified on the cover page hereof (the “Recipient”), and the Recipient agrees to accept from the Company, the number of restricted stock units (the “RSUs”) specified on the cover page hereof representing an equivalent number of shares of the Company’s Common Stock (the “Underlying Shares”), on the following terms:

1.           Grant Under Plan.  This Restricted Stock Unit Agreement (the “Agreement”) is made pursuant to and is governed by the Company’s Second Amended and Restated 2007 Equity Incentive Plan, as amended and in effect from time to time (the “Plan”), and, unless the context otherwise requires or except as defined herein, capitalized terms used herein shall have the same meanings as in the Plan.

2.Vesting if Business Relationship Continues.

(a)           Vesting Schedule.

(1)If the Recipient has maintained continuously a Business Relationship with the Company through each date specified on the cover page hereof, a portion of the RSUs shall vest on such date in such amounts as are set forth opposite such date on the cover page hereof.

(2)In the event that (i) the Company terminates the Recipient’s Business Relationship other than for death, disability or Cause or the Recipient terminates its Business Relationship for Good Reason; (ii) the Recipient complies fully with all of his or her obligations under all agreements between the Company and the Recipient; and (iii) the Recipient executes, delivers to the Company, within 60 days of the termination of the Recipient’s Business Relationship, and does not revoke a general release (in a form acceptable to the Company) releasing and waiving any and all claims that the Recipient has or may have against the Company, its directors, officers, employees, agents, successors and assigns with respect to the Recipient’s Business Relationship (other than any obligation of the Company set forth herein or the Employment Agreement which specifically survives the termination of the Recipient’s Business Relationship or employment, as applicable), then the next regularly scheduled vesting date after the termination of the Recipient’s Business Relationship (the “Upcoming Vesting Date”) shall immediately be accelerated and the RSUs scheduled to vest on the Upcoming Vesting Date shall immediately become vested; provided, that no additional RSUs scheduled to vest after such Upcoming Vesting Date shall become vested RSUs under any circumstances with respect to the Recipient and any such unvested

RSUs shall be forfeited.  Notwithstanding anything to the contrary herein, if the RSUs constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”), and the sixty (60) day period in which the Recipient must execute the release begins in one calendar year and ends in another, the Underlying Shares shall be issued in the later calendar year.  Nothing contained in this Section 2(a)(2) shall override any provisions in the Recipient’s Employment Agreement with respect to the acceleration of vesting of any equity incentives upon a Change of Control (as defined in the Employment Agreement) or upon a termination of the Recipient’s employment following a Change of Control, which shall continue to apply.

(3)If the Recipient’s Business Relationship is terminated by the Company for death, disability or Cause, or by the Recipient for any reason other than Good Reason, no additional RSUs shall become vested RSUs under any circumstances with respect to the Recipient and any unvested RSUs shall be forfeited.

(4)Any determination under this Agreement as to Business Relationship status or other matters referred to above shall be made in good faith by the Board, whose decision shall be final and binding on all parties.

“Business Relationship” means service to the Company or its successor in the capacity of an employee, officer, director, consultant, or advisor.

“Cause” shall have the meaning set forth in the Recipient’s Employment Agreement.

“Employment Agreement” shall mean the Employment Agreement, dated as of August 1, 2011, as amended from time to time, by and between the Company and the Recipient.

“Good Reason” shall have the meaning set forth in the Recipient’s Employment Agreement.

(b)           Termination of Business Relationship.  For purposes hereof, a Business Relationship shall not be considered as having terminated during any military leave, sick leave, or other leave of absence if approved in writing by the Company and if such written approval, or applicable law, contractually obligates the Company to continue the Business Relationship of the Recipient after the approved period of absence (an “Approved Leave of Absence”).  In the event of an Approved Leave of Absence, vesting of RSUs shall be suspended (and all subsequent vesting dates shall be postponed by the length of the period of the Approved Leave of Absence) unless otherwise provided in the Company’s written approval of the leave of absence that specifically refers to this Agreement.  For purposes hereof, a Business Relationship shall include a consulting arrangement between the Recipient and the Company that immediately follows

2

termination of employment, but only if so stated in a written consulting agreement executed by the Company that specifically refers to this Agreement.

(c)           Acceleration.  The Board may at any time provide that the RSUs awarded pursuant to this Agreement shall become immediately exercisable in full or in part, shall be free of some or all restrictions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs.

3.             Issuance of Underlying Shares.  With respect to any RSUs that become vested RSUs pursuant to Section 2, subject to Sections 5, 6 and 8, the Company shall issue to the Recipient, as soon as practicable following the applicable vesting date (as specified on the cover page hereof with respect to any RSUs that become vested pursuant to Section 2(a)(1) and as specified in Section 2(a)(2) with respect to any RSUs that become vested pursuant to Section 2(a)(2), if applicable), the number of Underlying Shares equal to the number of RSUs vesting on such vesting date, provided that, if the vesting date of any portion of the RSUs shall occur during either a regularly scheduled or special “blackout period” of the Company wherein Recipient is precluded from selling shares of the Company’s Common Stock, the receipt of the corresponding Underlying Shares issuable with respect to such vesting date pursuant to this Agreement shall be deferred until after the expiration of such blackout period, unless such Underlying Shares are covered by a previously established Company-approved 10b5-1 plan of the Recipient, in which case the Underlying Shares shall be issued in accordance with the terms of such 10b5-1 plan.  The Underlying Shares the receipt of which was deferred as provided above shall be issued to Recipient as soon as practicable after the expiration of the blackout period.  Notwithstanding the above, subject to Section 8, (i) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(1) be issued to the Recipient later than the later of: (a) December 31st of the calendar year in which vesting occurs, or (b) the fifteenth (15th) day of the third calendar month following such vesting date, and (ii) in no event may the Underlying Shares with respect to any RSUs that become vested pursuant to Section 2(a)(2) be issued to the Recipient later than the 90th day following the Recipient’s Separation from Service; provided that the Recipient acknowledges and agrees that if the Underlying Shares are issued to the Recipient pursuant to this sentence while either a regularly scheduled or special “blackout period” is still in effect with respect to the Company or the Recipient, neither the Company nor the Recipient may sell any shares of the Company’s Common Stock to satisfy any Tax Obligations except in compliance with the Company’s insider trading policies and requirements and applicable laws.  The form of such issuance (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.

4.             Restrictions on Transfer.  The Recipient shall not sell, assign, transfer, pledge, encumber or dispose of all or any of his or her RSUs.  Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, the Recipient may designate a third party who, in the event of the Recipient’s death, shall thereafter be entitled to receive any distributions of Underlying Shares to which the Recipient is entitled at the time of his or her death pursuant to this Agreement.

5.             Compliance with Law.  The Recipient’s Award, and the issuance of the Underlying Shares pursuant to the Award, must comply with all applicable laws and regulations governing the Award, and with the applicable regulations of any stock exchange on which the Underlying Shares may be listed for trading at the time of issuance.  The Company shall not

3

issue the Underlying Shares to the Recipient if the Company determines that such issuance would not be in material compliance with all applicable laws and regulations (in which case issuance of the Underlying Shares shall occur at the earliest date at which the Company determines that delivery of the Underlying Shares will not cause any such violation or non-compliance).

6.             Withholding Taxes.  All grants made pursuant to this Agreement shall be subject to withholding of all applicable federal, state, local and foreign income, employment, payroll, social insurance or other taxes resulting from the issuance or vesting of the RSUs or the delivery of the Underlying Shares (the “Tax Obligations”).  The Recipient agrees to pay to the Company, or otherwise make adequate provisions satisfactory to the Company for the payment of, any sums required to satisfy the Tax Obligations at the time such Tax Obligations arise.  The Company may, in its discretion, and the Recipient hereby agrees that and authorizes the Company on its behalf to, withhold, sell, and/or arrange for the sale of such number of Underlying Shares otherwise issuable to the Recipient pursuant to this Agreement as deemed necessary by the Company, in its sole discretion, to ensure that the Tax Obligations can be satisfied, including the right to sell shares having a fair market value greater than the Tax Obligations; provided, however, that for this purpose the Tax Obligations shall be computed based on the minimum statutory withholding rates for federal, state, local, and foreign income and employment tax purposes; provided, further, however, that if the Company decides to satisfy the Tax Obligations by withholding shares otherwise issuable hereunder (rather than by selling or arranging for the sale of shares on behalf of the Recipient), the Company shall not withhold shares having a fair market value greater than the Tax Obligations.  The Recipient further agrees that, if the Company elects not to withhold, sell, or arrange for the sale of the amount of Underlying Shares sufficient to satisfy the full amount of the Tax Obligations, the Company may withhold such shortfall in cash from wages or other remuneration or the Recipient will deliver to the Company, in cash, the amount of such shortfall.  The Recipient further agrees that the Recipient shall not sell any of the Underlying Shares during the period of time that the Company is acting on the Recipient’s behalf to withhold, sell, and/or arrange for the sale of the number of Underlying Shares necessary to satisfy the Recipient’s Tax Obligations.  Notwithstanding the preceding sentences, the Recipient may, by written notice to the Company at least ten business days before the applicable vesting date specified on the cover page hereof, elect to pay in cash the applicable Tax Obligations, or make other appropriate provisions acceptable to the Company for the payment of the applicable Tax Obligations, including the withholding from any payroll or other amounts due to the Recipient.  The Company may refuse to issue the Underlying Shares if the Recipient fails to comply with his or her obligations in connection with the Tax Obligations as described in this Section.

Recipient further agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 6 and the Recipient hereby grants the Company a irrevocable power of attorney to sign such additional documents on the Recipient’s behalf if the Company is unable after reasonable efforts to obtain Recipient’s signature on such additional documents.  This power of attorney is coupled with an interest and is irrevocable by the Recipient.

4

7.             Provision of Documentation to Recipient.  By signing the cover page of this Agreement, the Recipient acknowledges receipt of a copy of this entire Agreement, a copy of the Plan, and a copy of the Plan’s related prospectus.

8.             Section 409A of the Internal Revenue Code.  The RSUs granted hereunder are intended to avoid the potential adverse tax consequences to the Recipient of Section 409A, and the Board may make such modifications to this Agreement as it deems necessary or advisable to avoid such adverse tax consequences.  If the RSUs constitute deferred compensation subject to Section 409A, any issuance of Underlying Shares under this Agreement because of a termination of the Business Relationship (i) will only occur if such termination is also a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) under Section 409A (“Separation from Service”), and (ii) will be delayed until the earlier of (a) the date that is six months and one day after the Recipient’s Separation from Service or (b) the date of the Recipient’s death if the Recipient is, upon such Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code.

9.             Rights as Stockholder.  The Recipient shall have no voting or any other rights as a stockholder of the Company with respect to any RSUs covered by this Agreement until the issuance of the Underlying Shares.

10.           Miscellaneous.

(a)           Notices.  All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Recipient, to the address set forth on the cover page hereof or at the address shown on the records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate Secretary.

(b)           Entire Agreement; Modification.  This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.  This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties signatories to this Agreement.  In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.

(c)           Fractional RSUs or Underlying Shares.  All fractional RSUs or Underlying Shares resulting from the adjustment provisions contained in the Plan shall be rounded down to the nearest whole unit or share.

(d)           Severability.  The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

(e)           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein.

5

(f)            Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of Delaware without giving effect to the principles of the conflicts of laws thereof.

(g)           No Obligation to Continue Business Relationship.  Neither the Plan, nor this Agreement, nor any provision hereof imposes any obligation on the Company to continue a Business Relationship with the Recipient.

(h)           For purposes of Sections 2, 6 and 10(g), the “Company” shall mean the Company as defined in Section 9(a) of the Plan.

6