Exhibit
10.2


 


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 (effective November 12, 2009)


 


	
  Annual meeting fee for non-employee Directors:

  	
   

  	
  $35,000
  per annum, paid quarterly

  
	
   

  	
   

  	
   

  
	
  Additional annual fees:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (a)   Lead Director:

  	
   

  	
  $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 quarter, with the first payments under
this policy to be made in January 2010 with respect to service during the
quarter ended December 31, 2009.(1)  A non-employee Director may
elect to 


 






(1)          The January 2010 payment will be pro-rated to
reflect service from November 12, 2009 through December 31,
2009.  Thereafter, quarterly payments
will be paid in arrears based on calendar quarters.  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.


 

















 


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 the calendar quarter for which the retainer is being paid.  Elections made under the 2004 Non-Employee
Director Compensation and Deferred Share Unit Plan, as amended, for calendar
year 2009 shall continue to be effective with respect to services during the
quarter ended December 31, 2009. 
All other 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 11, 2009)


 


(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 or appointment
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 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 (the “Monthly Amount”).  This award will vest on the same schedule as
the Continuing Director Grants awarded pursuant to paragraph (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 


 


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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.(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 (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 (c) for
that year.(3)


 


(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.


 


Approved
by the Board of Directors: September 16, 2009


 






(2)          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.


 


(3)          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 (a) or (b), but
shall be eligible to receive awards under paragraph (c), beginning with the
first annual meeting of shareholders on or after which such director ceases to
be an employee of the Company.


 


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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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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.


 


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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:

  



 


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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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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