Exhibit 10.1


 


ImmunoGen, Inc.


 


Compensation Policy for Non-Employee Directors


Objective


 


It
is the objective of ImmunoGen to compensate non-employee Directors in a manner
which will enable recruitment and retention of highly qualified Directors and
fairly compensate them for their services as a Director.


 


Cash
Compensation


 


	
  Annual meeting fee for non-employee Directors:

  	
   

  	
  $35,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  
	
  Additional annual fees:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)

  	
  Lead
  Director / Chairman of the Board:(1)

  	
   

  	
  $30,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Chairman
  of the Audit Committee:

  	
   

  	
  $15,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Chairman
  of the Compensation Committee:

  	
   

  	
  $9,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Chairman
  of the G&N Committee:

  	
   

  	
  $9,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  Other
  members of the Audit Committee

  	
   

  	
  $8,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
  Other
  members of the Compensation Committee

  	
   

  	
  $5,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
  Other
  members of the G&N Committee

  	
   

  	
  $5,000
  per annum, paid quarterly

  



 


Directors
are entitled to be reimbursed for their reasonable expenses incurred in
connection with attendance at Board and committee meetings during their tenure
as a Director.  Any reimbursement in one
calendar year shall not affect the amount that may be reimbursed in any other
calendar year and a reimbursement (or right thereto) may not be exchanged or
liquidated for another benefit or payment. 
Any business expense reimbursements subject to Section 409A of the
Internal Revenue Code of 1986 shall be made no later than the end of the
calendar year following the calendar year in which such business expense is incurred by the Director.


 


Quarterly payments shall be
paid in arrears within 30 days following the end of each calendar quarter.(2) 
A non-employee Director may elect to receive any or all of his or her cash
compensation in the form of deferred stock units (“DSUs”) having an aggregate
Fair Market Value equal to the amount deferred, measured on the date of grant
which shall be the last day of 


 






(1)          Payable to non-employee Chairman of the Board only.


(2)          Quarterly payments will be appropriately pro-rated
for Directors who retire, resign or are otherwise removed from the Board prior
to the end of a calendar quarter.


 

















 


the calendar quarter for which the retainer is
being paid.  All elections as to form of
payment shall be made annually by December 31st of the year
prior to service which election shall be effective for all payments to be made
in the following calendar year.  New
non-employee Directors shall make their elections within 30 days of their
initial appointment or election to the Board of Directors for all payments to
be made in that calendar year.  Any such
election shall be prospective only for compensation attributable to services
performed after the effective date of such election and any amounts covered by
such election shall be prorated as necessary. 
Each non-employee Director shall be deemed to have elected to receive
payments in cash for payments in periods prior to any such election or if no
timely election shall have been made. 
Notwithstanding the foregoing, a previous election made by a
non-employee Director pursuant to the 2004 Non-Employee Director Compensation
Deferred Share Unit Plan or under this policy shall remain in effect for
subsequent calendar years until it is changed by the completion, signature and
delivery to the Company of a new election form, in accordance with the terms of
this policy.


 


Upon
making such election, DSUs shall be granted as described above without any
further action by the Compensation Committee. 
These awards are fully vested as to all of the issued DSUs on the date
of grant.


 


Equity
Compensation (effective November 16, 2010)


 


1.             Deferred Stock Units.


 


(a) 
Initial Grant.  New non-employee
Directors will automatically be granted, without any further action by the
Compensation Committee, DSUs having an aggregate fair market value of $65,000
(rounded down to the nearest whole share), measured on the date of grant which
shall be the date of their initial election or appointment to the Board.  This award will vest pro rata, on a quarterly
basis over a three-year period, as to eight and one-third percent (8-1/3%) of
the issued DSUs (rounded down to the nearest whole share) per quarter with the
first vesting date to be the date that is the first day of the third month
following the month in which the date of grant occurs.


 


(b) 
First Anniversary Grant.  On the
first anniversary of a non-employee Director’s initial election to the Board,
such non-employee Director will automatically be granted, without any further
action by the Compensation Committee, a number of DSUs having an aggregate fair
market value of $30,000 (rounded down to the nearest whole share), measured on
the date of grant which shall be the date of such first anniversary and
pro-rated based on the number of whole months (the “Monthly Amount”) remaining
between the first day of the month in which such first anniversary date occurs
and the first October 31 following the date of grant.  This award will vest on the same schedule as
the Continuing Director Grants awarded pursuant to paragraph 1(c) below
(provided that in all cases the last vesting date of a First Anniversary Grant
shall be the first November 1 following the date of grant).  The number of issued DSUs that shall vest on
any particular date shall be equal to the number of months in each vesting
period based on the Monthly Amount calculation.(3)


 






(3)          For example, if an award is granted on
April 15, the amount of the award will be 7/12 of the full-year award (April through
October) and such award will vest on May 1 as to 1/12 of the full-year
award, August 1 as to 3/12 of the full-year award and November 1 as
to 3/12 of the full-year award.


 


2

















 


(c) 
Continuing Director Grants.  After
receiving a First Anniversary Grant under paragraph (b), non-employee
Directors will automatically be granted, on an annual basis and without further
action by the Compensation Committee, DSUs having an aggregate fair market value
of $30,000 (rounded down to the nearest whole share), measured on the date of
grant which shall be the earlier of the date of ImmunoGen’s annual meeting of
shareholders or November 20 of the applicable year.  These awards will vest pro rata, on a quarterly
basis over a one-year period, as to twenty-five percent (25%) of the
issued DSUs (rounded down to the nearest whole share) per quarter on each of
February 1, May 1, August 1 and November 1 following the
date of grant.  If a non-employee
director receives a First Anniversary Grant under paragraph 1(b) above
between November 1 and November 20 of any year, then such
non-employee Director will not be eligible to receive a Continuing Director
Grant under this paragraph 1(c) for that year.(4)


 


(d) 
Terms of Grant.  All DSU awards to
non-employee Directors under this policy are granted under the 2006 Employee,
Director and Consultant Equity Incentive Plan (the “2006 Plan”), and are
subject to the terms and conditions set forth in the 2006 Plan and the form of
Deferred Stock Unit Agreement attached hereto as Exhibit A.  All capitalized terms that are not defined
herein shall have the meanings set forth in the 2006 Plan.


 


2.             Stock Options.


 


(a) 
Annual Stock Option Grants. 
Non-employee Directors will automatically be granted, on an annual basis
and without further action by the Compensation Committee, stock option awards
having a grant date fair value of $30,000 using the Black-Scholes option
pricing model (rounded down to the nearest whole share) measured on the date of
grant, which shall be the earlier of the date of ImmunoGen’s annual meeting of
shareholders or November 20 of the applicable year.  These awards (i) will be granted with an
exercise price equal to the Fair Market Value of the Common Stock on the date
of grant, (ii) will vest pro rata, on a quarterly basis over a one-year
period, as to twenty-five percent (25%) of the number of shares covered by
such awards (rounded to the nearest whole share) per quarter on each of
February 1, May 1, August 1 and November 1 following the
date of grant, and (iii) will expire on the tenth (10th) anniversary of the date of
grant.  If a non-employee Director
receives an Off-Cycle Initial Grant under paragraph (b) below between
November 1 and November 20 of any year, then such non-employee
Director will not be eligible to receive an Annual Stock Option Grant under
this paragraph (a) for that year.(5)


 


(b) 
Off-Cycle Initial Grants.  If a
non-employee Director is first elected to the Board other than at an annual
meeting of shareholders, such non-employee Director will automatically be
granted, without further action by the Compensation Committee, a stock option
award having 


 






(4)          Any Director who transitions from an employee
director to a non-employee Director without a break in service shall not be
eligible to receive an award of DSUs under paragraphs 1(a) or 1(b),
but shall be eligible to receive awards under paragraph 1(c), beginning
with the first annual meeting of shareholders on or after the date on which
such Director ceases to be an employee of the Company.


(5)          Any Director who transitions from an employee to a
non-employee Director without a break in service shall not be eligible to
receive a stock option award under paragraph 2(b), but shall be eligible
to receive awards under paragraph 2(a), beginning with the first annual
meeting of shareholders on or after the date on which such Director ceases to
be an employee of the Company.


 


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a
grant date fair value of $30,000, pro-rated based on the number of whole months
(the “Monthly Amount”) remaining between the first day of the month in which
such first election occurs and the first October 31 following the date of
grant, which shall be the date of their initial election to the Board, using
the Black-Scholes option pricing model (rounded down to the nearest whole
share) measured on the date of grant. 
This award (i) will be granted with an exercise price equal to the
Fair Market Value of the Common Stock on the date of grant, and (ii) will
vest on the same schedule as the Annual Stock Option Grants awarded pursuant to
paragraph 2(a) above (provided that in all cases the last vesting
date of an Off-Cycle Initial Grant shall be the first November 1 following
the date of grant).  The number of shares
as to which an Off-Cycle Initial Grant will vest on any particular date shall
be equal to the number of months in each vesting period based on the Monthly
Amount calculation.(6)  This award will expire on the tenth (10th)
anniversary of the date of grant.


 


(c) 
Terms of Grant.  All stock option
awards to non-employee Directors under this policy are granted under the 2006
Plan, and are subject to the terms and conditions set forth in the 2006 Plan
and the form of Stock Option Agreement attached hereto as Exhibit B.  All capitalized terms that are not defined
herein shall have the meanings set forth in the 2006 Plan.


 


Approved
by the Board of Directors: September 22, 2010


 






(6)          For example, if an award is granted on
April 15, the amount of the award will be 7/12 of the full-year award
(April through October) and such award will vest on May 1 as to 1/12
of the full-year award, August 1 as to 3/12 of the full-year award and
November 1 as to 3/12 of the full-year award.


 


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EXHIBIT
A


 


DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT


 


UNDER THE IMMUNOGEN, INC.

2006 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN AND 

THE COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS


 


Name of Grantee:  

No. of Deferred Stock Units Granted: 


Grant Date:


 


Pursuant
to the ImmunoGen, Inc. 2006 Employee, Director and Consultant Equity
Incentive Plan (the “Plan”) and the Compensation Policy for Non-Employee
Directors in effect on the date hereof, ImmunoGen, Inc. (the “Company”)
hereby grants a deferred stock unit award consisting of the number of deferred
stock units listed above (an “Award”) to the Grantee named above.  Each deferred stock unit shall relate to one
share of Common Stock, par value $.01 per share (the “Stock”) of the Company,
subject to the restrictions and conditions set forth herein and in the Plan.


 


1.             Restrictions on Transfer of Award.  The Award shall not be sold, transferred,
pledged, assigned or otherwise encumbered or disposed of by the Grantee, until (i) the
deferred stock units have vested as provided in Section 2 of this
Agreement, (ii) the Grantee shall have ceased to be a member of the
Company’s Board of Directors for any reason and (iii) shares of Stock have
been issued pursuant to Section 4 of this Agreement.


 


2.             Vesting of Award.  The Award shall vest in accordance with the
schedule set forth below, provided in each case that the Grantee is then, and
since the Grant Date has continuously been, a member of the Company’s Board of
Directors.


 


	
  Incremental (Aggregate)

  Number of

  Deferred Stock Units Vested

  	
   

  	
  Vesting Date

  	
   

  
	
  [Quarterly over one year]

  	
   

  	
   

  	
   

  



 


Notwithstanding the foregoing, all unvested deferred
stock units shall vest immediately prior to the occurrence of a Change of
Control (as defined in the Plan).


 


3.             Forfeiture.  In the event the Grantee ceases to be a
member of the Company’s Board of Directors prior to the applicable vesting
dates, all deferred stock units that have not vested as of the Grantee’s
cessation of service on the Board of Directors shall be immediately forfeited
to the Company.


 

















 


4.             Receipt of Shares of Stock.


 


(a)           Within 30 days following the date on which the Grantee ceases to be a
member of the Company’s Board of Directors for any reason, the Company shall
issue to the Grantee in book entry form the number of shares of Stock equal to
the number of vested deferred stock units pursuant to Section 2 of this
Agreement in satisfaction of the Award.


 


(b)           In each instance above, the issuance of shares of Stock shall be subject
to the payment by the Grantee by cash or other means acceptable to the Company
of any federal, state, local and other applicable taxes required to be withheld
in connection with such issuance in accordance with Section 7 of this
Agreement.  The Grantee understands that
once shares have been delivered by book entry to the Grantee in respect of the
deferred stock units, the Grantee will be free to sell such shares of Stock,
subject to applicable requirements of federal and state securities laws.


 


(c)           Until such time as shares of Stock are issued to the Grantee pursuant to Section 4(a) the
Grantee shall have no rights as a stockholder with respect to any shares of
Stock underlying the Award, including, but not limited to any voting rights,
provided however, that when and if any cash dividends or other distributions
are paid with respect to the shares of Stock underlying the Award such amounts
shall accrue and be converted into additional deferred stock units based on the
Fair Market Value of the common stock on any such dividend payment or
distribution date (with any such fractions of deferred stock units computed to
four decimal places rounded down) and any such additional deferred stock units
shall be subject to the same conditions and restrictions as are the deferred
stock units with respect to which they were paid.


 


(d)           If any of the benefits or the delivery of shares of Stock set forth in
this Award or the Plan are deferred compensation under Section 409A of the
Code, any termination of services triggering payment of such benefits must
constitute a “separation from service” under Section 409A of the Code
before, subject to subsection (e) below, distribution of such benefits can
commence or the delivery of shares of Stock can occur.   For purposes of clarification, this
paragraph shall not cause any forfeiture of benefits on the part of the
Grantee, but shall only act as a delay until such time as a “separation from
service” occurs.


 


(e)           Notwithstanding anything to the contrary herein or in the Plan, if the
Grantee is a “key employee” (as defined in Section 409A of the Code) as of
the date the Grantee ceases to be a member of the Company’s Board of Directors,
any issuance of Stock upon a termination of services shall, to the extent this
requirement of Section 409A of the Code is applicable to this Award, be
delayed to the extent necessary to avoid the imposition of excise taxes or
other penalties under Section 409A of the Code until the date which is the
first business day after six (6) months have elapsed since the Grantee is
no longer providing service for any reason other than death.


 


5.             Incorporation of Plan.  Notwithstanding anything herein to the
contrary, this Agreement shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
paragraphs 4 and 24 of the Plan. 
Capitalized terms in this Agreement shall have the meaning specified in
the Plan, unless a different meaning is specified herein.  The Grantee acknowledges receipt of a copy of
the Plan.


 


6

















 


6.             Transferability of this Agreement.  This Agreement is personal to the Grantee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.


 


7.             Tax Withholding.  The Grantee shall, not later than the date as
of which the receipt of this Award becomes a taxable event for Federal income
tax purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by
law to be withheld on account of such taxable event.  The Grantee may elect to have the required
minimum tax withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Stock to be issued, or (ii) transferring
to the Company, a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due. Any reduction in accordance with
the foregoing shall, to the extent applicable, be effected in accordance with Section 409A
of the Code and Treasury Regulation Sections 1.409A-3(j)(4)(vi) or
1.409A-3(j)(4)(xi).


 


8.             No Guarantee of Tax Consequences.  The Company makes no guarantee of any tax
consequences associated with this Award.


 


9.             Notice.  Notice hereunder shall be given to the
Company at its principal place of business, and shall be given to the Grantee
at the address set forth below, or in either case at such other address as one
party may subsequently furnish to the other party in writing.


 


10.           Continuation of Service.  The Award does not confer upon the Grantee
any rights with respect to continuation of service as a director of the
Company.


 


11.           Governing Law.  This Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the conflict of law principles thereof.


 


12.           Data Privacy.  By entering into this Agreement, the
Grantee:  (i) authorizes the Company
and each Affiliate, and any agent of the Company or any Affiliate administering
the Plan or providing Plan record keeping services, to disclose to the Company
or any of its Affiliates such information and data as the Company or any such
Affiliate shall request in order to facilitate the issuance of the Award and
the grant of shares of Stock and the administration of the Plan; (ii) waives
any data privacy rights he or she may have with respect to such information;
and (iii) authorizes the Company and each Affiliate to store and transmit
such information in electronic form.


 


13.           Counterparts.  This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


	
   

  	
  IMMUNOGEN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


7

















 


The foregoing Agreement is hereby accepted and
the terms and conditions thereof hereby agreed to by the undersigned.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Grantee’s Signature

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Grantee’s name and
  address:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


8
















 


EXHIBIT
B


 


Form of Director Option Agreement


 


 


IMMUNOGEN, INC.


 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


 


AGREEMENT
made as of the      day of                      
20  , between ImmunoGen, Inc. (the “Company”), a Massachusetts
corporation, and                      
(the “Non-Employee Director”).


 


WHEREAS,
the Company desires to grant to the Non-Employee Director an Option to purchase
shares of its common stock, $.01 par value per share (the “Shares”), under and
for the purposes set forth in the Company’s 2006 Employee, Director and
Consultant Equity Incentive Plan (the “Plan”);


 


WHEREAS,
the Company and the Non-Employee Director understand and agree that any terms
used and not defined herein have the same meanings as in the Plan; and


 


WHEREAS,
the Company and the Non-Employee Director each intend that the Option granted
herein shall be a Non-Qualified Option.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as follows:


 


1.                                       GRANT OF OPTION.


 


The
Company hereby grants to the Non-Employee Director the right and option to
purchase all or any part of an aggregate of                      
Shares, on the terms and conditions and subject to all the limitations set forth
herein, under United States securities and tax laws, and in the Plan, which is
incorporated herein by reference.  The
Non-Employee Director acknowledges receipt of a copy of the Plan.


 


2.                                       PURCHASE PRICE.


 


The
purchase price of the Shares covered by the Option shall be $     
per Share, subject to adjustment, as provided in the Plan, in the event of a
stock split, reverse stock split or other events affecting the holders of
Shares after the date hereof (the “Purchase Price”).  Payment shall be made in accordance with
Paragraph 9 of the Plan.


 


3.                                       EXERCISABILITY
OF OPTION.


 


Subject
to the terms and conditions set forth in this Agreement and the Plan, the
Option granted hereby shall become exercisable as follows:


 

















 


	
  Incremental
  (Aggregate)

  Number of Shares Vested

  	
   

  	
  Vesting Date

  	
   

  
	
  [Quarterly over one year]

  	
   

  	
   

  	
   

  



 


Notwithstanding
the foregoing, in the event of a Change of Control (as defined in the Plan) all
of the Shares which are not then vested under this Option shall become fully
vested and immediately exercisable as of the date of the Change of Control
including, but not limited to, pursuant to a Corporate Transaction that also
constitutes a Change of Control pursuant to Section 24(b) of the Plan
unless this Option prior to the date of the Change of Control has expired or
been terminated pursuant to its terms or the terms of the Plan.


 


The
foregoing rights are cumulative and are subject to the other terms and
conditions of this Agreement and the Plan.


 


4.                                       TERM OF OPTION.


 


The
Option shall terminate ten years from the date of this Agreement, but shall be
subject to earlier termination as provided herein or in the Plan.


 


If the Non-Employee Director ceases to be a director of the Company
(for any reason other than the death or Disability of the Non-Employee Director
or termination of the Non-Employee Director for Cause (as defined in the
Plan)), the Option may be exercised, if it has not previously terminated,
within one year after the date the Non-Employee Director ceases to be a
director of the Company, or within the originally prescribed term of the
Option, whichever is earlier, but may not be exercised thereafter.  In such event, the Option shall be
exercisable only to the extent that the Option has become exercisable and is in
effect at the date of such cessation of service.


 


In
the event the Non-Employee Director’s service is terminated by the Company or
an Affiliate for Cause (as defined in the Plan), the Non-Employee Director’s
right to exercise any unexercised portion of this Option shall cease
immediately as of the time the Non-Employee Director is notified his or her
service is terminated for Cause, and this Option shall thereupon
terminate.  Notwithstanding anything
herein to the contrary, if subsequent to the Non-Employee Director’s
termination, but prior to the exercise of the Option, the Board of Directors of
the Company determines that, either prior or subsequent to the Non-Employee
Director’s termination, the Non-Employee Director engaged in conduct which
would constitute Cause, then the Non-Employee Director shall immediately cease
to have any right to exercise the Option and this Option shall thereupon
terminate.


 


In
the event of the Disability of the Non-Employee Director, as determined in
accordance with the Plan, the Option shall be exercisable within one year after
the Non-Employee Director’s termination of service or, if earlier, within the
term originally prescribed by the Option. 
In such event, the Option shall be exercisable:


 


2

















 


(a)                                  to the extent that the
Option has become exercisable but has not been exercised as of the date of
Disability; and


 


(b)                                 in the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of Disability of any additional vesting rights that would have
accrued on the next vesting date had the Non-Employee Director not become
Disabled.  The proration shall be based
upon the number of days accrued in the current vesting period prior to the date
of Disability.


 


In
the event of the death of the Non-Employee Director while a director of the
Company, the Option shall be exercisable by the Non-Employee Director’s
Survivors within one year after the date of death of the Non-Employee Director
or, if earlier, within the originally prescribed term of the Option.  In such event, the Option shall be
exercisable:


 


(x)                                   to the extent that the
Option has become exercisable but has not been exercised as of the date of
death; and


 


(y)                                 in the event rights to
exercise the Option accrue periodically, to the extent of a pro rata portion
through the date of death of any additional vesting rights that would have
accrued on the next vesting date had the Non-Employee Director not died.  The proration shall be based upon the number
of days accrued in the current vesting period prior to the Non-Employee
Director’s date of death.


 


5.                                       METHOD OF
EXERCISING OPTION.


 


Subject
to the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company or its designee, in substantially the form of Exhibit A
attached hereto.  Such notice shall state
the number of Shares with respect to which the Option is being exercised and
shall be signed by the person exercising the Option.  Payment of the purchase price for such Shares
shall be made in accordance with Paragraph 9 of the Plan.  The Company shall deliver such Shares as soon
as practicable after the notice shall be received, provided, however, that the
Company may delay issuance of such Shares until completion of any action or
obtaining of any consent, which the Company deems necessary under any
applicable law (including, without limitation, state securities or “blue sky”
laws).  The Shares as to which the Option
shall have been so exercised shall be registered in the Company’s share
register in the name of the person so exercising the Option (or, if the Option
shall be exercised by the Non-Employee Director and if the Non-Employee
Director shall so request in the notice exercising the Option, shall be
registered in the name of the Non-Employee Director and another person jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person exercising the Option.  In the event the Option shall be exercised,
pursuant to Section 4 hereof, by any person other than the Non-Employee
Director, such notice shall be accompanied by appropriate proof of the right of
such person to exercise the Option.  All
Shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable.


 


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6.                                       PARTIAL
EXERCISE.


 


Exercise
of this Option to the extent above stated may be made in part at any time and
from time to time within the above limits, except that no fractional share
shall be issued pursuant to this Option.


 


7.                                       NON-ASSIGNABILITY.


 


The
Option shall not be transferable by the Non-Employee Director otherwise than by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act or the rules thereunder.  However, the Non-Employee Director, with the
approval of the Administrator, may transfer the Option for no consideration to
or for the benefit of the Non-Employee Director’s Immediate Family (including,
without limitation, to a trust for the benefit of the Non-Employee Director’s
Immediate Family or to a partnership or limited liability company for one or
more members of the Non-Employee Director’s Immediate Family), subject to such
limits as the Administrator may establish, and the transferee shall remain
subject to all the terms and conditions applicable to the Option prior to such
transfer and each such transferee shall so acknowledge in writing as a
condition precedent to the effectiveness of such transfer.  Except as provided in the previous sentence,
the Option shall be exercisable, during the Non-Employee Director’s lifetime,
only by the Non-Employee Director (or, in the event of legal incapacity or
incompetency, by the Non-Employee Director’s guardian or representative) and
shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or
similar process.  Any attempted transfer,
assignment, pledge, hypothecation or other disposition of the Option or of any
rights granted hereunder contrary to the provisions of this Section 7, or
the levy of any attachment or similar process upon the Option shall be null and
void. The term “Immediate Family” shall mean the Non-Employee Director’s
spouse, former spouse, parents, children, stepchildren, adoptive relationships,
sisters, brothers, nieces, nephews and grandchildren (and, for this purpose,
shall also include the Non-Employee Director.)


 


8.                                       NO RIGHTS AS
STOCKHOLDER UNTIL EXERCISE.


 


The
Non-Employee Director shall have no rights as a stockholder with respect to
Shares subject to this Agreement until registration of the Shares in the
Company’s share register in the name of the Non-Employee Director.  Except as is expressly provided in the Plan
with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to the date of such registration.


 


9.                                       ADJUSTMENTS.


 


The
Plan contains provisions covering the treatment of Options in a number of
contingencies such as stock splits and mergers. 
Provisions in the Plan for adjustment with respect to stock subject to
Options and the related provisions with respect to successors to the business
of the Company are hereby made applicable hereunder and are incorporated herein
by reference.


 


4

















 


10.                                 TAXES.


 


The
Non-Employee Director acknowledges that upon exercise of the Option the
Non-Employee Director will be deemed to have taxable income measured by the
difference between the then fair market value of the Shares received upon
exercise and the price paid for such Shares pursuant to this Agreement.  The Non-Employee Director acknowledges that
any income or other taxes due from him or her with respect to this Option or
the Shares issuable pursuant to this Option shall be the Non-Employee Director’s
responsibility.


 


The
Non-Employee Director agrees that the Company may withhold from the
Non-Employee Director’s remuneration, if any, the minimum statutory amount of
federal, state and local withholding taxes attributable to such amount that is
considered compensation includable in such person’s gross income.  At the Company’s discretion, the amount
required to be withheld may be withheld in cash from such remuneration, or in
kind from the Shares otherwise deliverable to the Non-Employee Director on
exercise of the Option.  The Non-Employee
Director further agrees that, if the Company does not withhold an amount from
the Non-Employee Director’s remuneration sufficient to satisfy the Company’s
income tax withholding obligation, the Non-Employee Director will reimburse the
Company on demand, in cash, for the amount under-withheld.


 


11.                                 PURCHASE FOR INVESTMENT.


 


Unless
the offering and sale of the Shares to be issued upon the particular exercise
of the Option shall have been effectively registered under the Securities Act
of 1933, as now in force or hereafter amended (the “1933 Act”), the Company
shall be under no obligation to issue the Shares covered by such exercise
unless and until the following conditions have been fulfilled:


 


(a)                                  The person(s) who
exercise the Option shall warrant to the Company, at the time of such exercise,
that such person(s) are acquiring such Shares for their own respective
accounts, for investment, and not with a view to, or for sale in connection
with, the distribution of any such Shares, in which event the person(s) acquiring
such Shares shall be bound by the provisions of the following legend which
shall be endorsed upon the certificate(s) evidencing the Shares issued
pursuant to such exercise:


 


“The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such
shares shall be effective under the Securities Act of 1933, as amended, or (b) the
Company shall have received an opinion of counsel satisfactory to it that an
exemption from registration under such Act is then available, and (2) there
shall have been compliance with all applicable state securities laws;” and


 


(b)                                 If the Company so requires,
the Company shall have received an opinion of its counsel that the Shares may
be issued upon such particular exercise in compliance with the 1933 Act without
registration thereunder.  Without
limiting the generality of the foregoing, the Company may delay issuance of the
Shares until completion 


 


5

















 


of
any action or obtaining of any consent, which the Company deems necessary under
any applicable law (including without limitation state securities or “blue sky”
laws).


 


12.                                 RESTRICTIONS ON TRANSFER OF
SHARES.


 


12.1         The Non-Employee Director
agrees that in the event the Company proposes to offer for sale to the public
any of its equity securities and such Non-Employee Director is requested by the
Company and any underwriter engaged by the Company in connection with such
offering to sign an agreement restricting the sale or other transfer of Shares,
then it will promptly sign such agreement and will not transfer, whether in
privately negotiated transactions or to the public in open market transactions
or otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 90 days following the closing of the offering, plus such additional
period of time as may be required to comply with Marketplace Rule 2711 of
the National Association of Securities Dealers, Inc. or similar rules thereto
(such period, the “Lock-Up Period”). 
Such agreement shall be in writing and in form and substance reasonably
satisfactory to the Company and such underwriter and pursuant to customary and
prevailing terms and conditions. 
Notwithstanding whether the Non-Employee Director has signed such an
agreement, the Company may impose stop-transfer instructions with respect to
the Shares or other securities of the Company subject to the foregoing
restrictions until the end of the Lock-Up Period.


 


12.2         The Non-Employee Director
acknowledges and agrees that neither the Company, its shareholders nor its
directors and officers, has any duty or obligation to disclose to the
Non-Employee Director any material information regarding the business of the
Company or affecting the value of the Shares before, at the time of, or
following a termination in service of the Non-Employee Director by the Company,
including, without limitation, any information concerning plans for the Company
to make a public offering of its securities or to be acquired by or merged with
or into another firm or entity.


 


13.                                 NO OBLIGATION TO MAINTAIN
RELATIONSHIP.


 


The
Company is not by the Plan or this Option obligated to continue the
Non-Employee Director as a director of the Company.  The Non-Employee Director acknowledges:  (i) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (ii) that
the grant of the Option is a one-time benefit which does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options; (iii) that the Non-Employee Director’s participation in
the Plan is voluntary;  and (iv) that
the Option is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar payments.


 


14.                                 NOTICES.


 


Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified
mail, return receipt requested, addressed as follows:


 


6

















 


If
to the Company:


ImmunoGen, Inc.


Attn: Finance


830 Winter Street


Waltham, MA 
02451


 


If
to the Non-Employee Director:


 


 


 


 


 


or
to such other address or addresses of which notice in the same manner has
previously been given.  Any such notice
shall be deemed to have been given upon the earlier of receipt, one business
day following delivery to a recognized courier service or three business days
following mailing by registered or certified mail.


 


15.                                 GOVERNING LAW.


 


This
Agreement shall be construed and enforced in accordance with the law of the
Commonwealth of Massachusetts, without giving effect to the conflict of law
principles thereof.


 


16.                                 BENEFIT OF AGREEMENT.


 


Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


 


17.                                 ENTIRE AGREEMENT.


 


This
Agreement, together with the Plan, embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof.  No statement,
representation, warranty, covenant or agreement not expressly set forth in this
Agreement shall affect or be used to interpret, change or restrict, the express
terms and provisions of this Agreement, provided, however, in any event, this
Agreement shall be subject to and governed by the Plan.


 


18.                                 MODIFICATIONS AND AMENDMENTS.


 


The
terms and provisions of this Agreement may be modified or amended as provided
in the Plan.


 


19.                                 WAIVERS AND CONSENTS.


 


Except
as provided in the Plan, the terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions.  No such waiver or consent
shall be 


 


7

















 


deemed
to be or shall constitute a waiver or consent with respect to any other terms
or provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 


20.           DATA PRIVACY.


 


By
entering into this Agreement, the Non-Employee Director:  (i) authorizes the Company and each
Affiliate, and any agent of the Company or any Affiliate administering the Plan
or providing Plan recordkeeping services, to disclose to the Company or any of
its Affiliates such information and data as the Company or any such Affiliate
shall request in order to facilitate the grant of options and the
administration of the Plan; (ii) waives any data privacy rights he or she
may have with respect to such information; and (iii) authorizes the
Company and each Affiliate to store and transmit such information in electronic
form.


 


[Remainder of Page Intentionally Left Blank]


 


8

















 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Non-Employee Director has hereunto set his or
her hand, all as of the day and year first above written.


 


 


	
   

  	
  ImmunoGen, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Non-Employee
  Director

  



 


9

















 


Exhibit A


 


NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION


 


TO:         ImmunoGen, Inc.


 


Ladies
and Gentlemen:


 


I
hereby exercise my Non-Qualified Stock Option to purchase            
shares (the “Shares”) of the common stock, $.01 par value, of ImmunoGen, Inc.  (the “Company”), at the exercise price of $          
per share, pursuant to and subject to the terms of that certain Non-Qualified
Stock Option Agreement between the undersigned and the Company dated                              ,
20  .


 


I
understand the nature of the investment I am making and the financial risks
thereof.  I am aware that it is my
responsibility to have consulted with competent tax and legal advisors about
the relevant national, state and local income tax and securities laws affecting
the exercise of the Option and the purchase and subsequent sale of the Shares.


 


I
am paying the option exercise price for the Shares as follows:


 


Please
issue the Shares (check one):


 


o to me; or


 


o to me and                                                 ,
as joint tenants with right of survivorship,


 


at
the following address:


 


 


 


 


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My mailing address for shareholder
communications, if different from the address listed above, is:


 


 


 


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Non-Employee
  Director (signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social
  Security Number

  



 


11