Momenta Pharmaceuticals, Inc. (MNTA)

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In December 2018, the compensation committee determined bonuses under our annual bonus program for our executives, including eligible Named executives, to be at a 95% corporate goal achievement level. Based on this corporate performance and the individual performances for eligible Named Executives, including their impact and value to the Strategic Review, the Restructuring and the conclusion of an equity financing in December 2018, the compensation committee approved an annual incentive cash bonus of 84% of base salary for our CEO, representing 105% of his target bonus for 2018, and annual incentive cash bonuses ranging from 40% to 46% of base salary for our other eligible Named Executives, representing between 100% to 115% of such Named Executives' target bonuses for 2018.



In this proposal, we are requesting stockholders approve the amendment and restatement of the Momenta Pharmaceuticals, Inc. 2013 Incentive Award
Plan, or the 2013 Plan, to increase the number of shares of common stock available for issuance under the 2013 Plan by 4,000,000 shares