2009
Management Incentive Compensation Plan



    
      
         


      

      
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    2009
Management Incentive Compensation Plan

     

    
      	
              1.

            	
              Purpose
      of the Plan

            


    

     

    The
Management Incentive Compensation Plan (the “Plan”) is designed to offer
incentive compensation to officers and management-level employees (the “Associates”) of Micromet, Inc.
and its subsidiary Micromet AG (collectively, “Micromet”) by rewarding the
achievement of corporate goals and specifically measured individual goals that
are consistent with and support the achievement of the corporate
goals.  The Plan will create an environment that will focus Associates
on the achievement of objectives.  Since cooperation between
departments and Associates is required to achieve the corporate goals and
because such corporate goals represent a significant portion of the incentive
compensation paid under the Plan, the Plan fosters teamwork and a cohesive
management team.  The Plan is designed to:

     

    
      	
               
      

            	
              ·

            	
              Provide
      an incentive program to achieve overall corporate objectives and to
      enhance shareholder value

            


    

     

    
      	
               
      

            	
              ·

            	
              Reward
      those individuals who significantly impact corporate
    results

            


    

     

    
      	
               
      

            	
              ·

            	
              Encourage
      increased teamwork among all disciplines within
  Micromet

            


    

     

    
      	
               
      

            	
              ·

            	
              Incorporate
      an incentive program in the overall compensation program of Micromet to
      help attract and retain key
Associates

            


    

     

    
      	
              2.

            	
              Plan
      Governance

            


    

     

    The
President and CEO of Micromet, Inc. (the “Chief Executive Officer”) will
be responsible for the administration of the Plan for Associates of Micromet,
Inc., and the Vorstand
of Micromet AG (“Executive
Management Board”) will be responsible for the administration of the Plan
for Associates of Micromet AG, except that the Compensation Committee (the
“Committee”) of the
Board of Directors of Micromet, Inc. (the “Board”) will be responsible
for approving any incentive awards to officers of Micromet, Inc. and for
determining and approving any incentive awards to the Chief Executive
Officer.

     

    
      	
              3.

            	
              Eligibility
      of Associates (other than Executive
Officers)

            


    

     

    
      	
              3.1.

            	
              The
      Associates who may be eligible to participate in the Plan will be selected
      at the sole discretion of Micromet (each such Associate a “Plan
      Participant”).

            


    

     

    
      	
              3.2.

            	
              In
      order to be eligible to receive any incentive award under this Plan, an
      Associate (a) must have been in an eligible position for at least three
      (3) consecutive months during the Plan year; (b) must not be a part-time
      Associate (i.e. working fewer than 30 hours per week); and (c) must have
      had at least a rating of 3.0 on his or her most recent performance review
      (on a scale of 1.0 to 5.0, with 5.0 being the highest
      rating).  If an eligible Associate has been on probation for
      performance or other issues at any time during the Plan year or during the
      period from the end of the Plan year until the time at which bonus
      determinations are made, any award to such individual will be subject to
      the discretion of Micromet.

            


    


    
      
         


      

      
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              4.

            	
              Form
      of Incentive Award Payments

            


    

     

    Incentive
award payments may be made in cash, through the issuance of stock or stock
options, or by a combination of cash, stock and/or stock options, at the
discretion of the Committee, subject to the approval of the
Board.   In the event that the Committee and the Board elect to
pay incentive awards in stock or stock options, the Committee, in its sole
discretion, will make a determination of the number of shares of stock or stock
options to be issued to each Plan Participant based, in part, upon the Plan
Participant’s achievement of corporate and individual goals, as described
below.  The issuance of stock and stock options may also be subject to
the approval of Micromet, Inc.’s stockholders, and any stock options issued will
be subject to the terms and conditions of Micromet, Inc.’s 2003 Equity Incentive
Award Plan, as amended from time to time by Micromet, Inc.

     

    
      	
              5.

            	
              Target
      Award Multiplier

            


    

     

    
      	
              5.1.

            	
              Incentive
      awards will be determined by applying an “achievement multiplier” to the
      base salary of Plan Participants.  The following target award
      multipliers will be used for this
purpose:

            


    

    


    
      
        
          
            
              
                	
                        Micromet, Inc. Position

                      	 	
                        Micromet AG Position

                      	 	
                        Target Award Multiplier

                      	 
	
                        President
      & CEO

                      	 	
                        n.a.

                      	 	 	50	%
	
                        Senior
      Vice President

                      	 	
                        Vorstand

                      	 	 	35	%
	
                        Vice
      President

                      	 	
                        Vorstand

                      	 	 	35	%
	
                        Executive
      Director

                      	 	
                        Vice
      President

                      	 	 	25	%
	
                        Senior
      Director

                      	 	
                        Senior
      Director

                      	 	 	20	%
	
                        Director

                      	 	
                        Director

                      	 	 	20	%
	
                        Associate
      Director

                      	 	
                        Associate
      Director

                      	 	 	15	%
	
                        Senior
      Manager

                      	 	
                        Senior
      Manager

                      	 	 	15	%


              

            

          

        

      

    

    


    
      	
              5.2.

            	
              The
      target award multiplier will be used to establish the target incentive
      award at the beginning of each year.  The target award
      multiplier will be equal to the actual award multiplier used at year-end
      in situations where corporate and individual objectives have been met for
      the year.

            


    

     

    
      	
              6.

            	
              Corporate
      and Individual Performance

            


    

     

    
      	
              6.1.

            	
              Prior
      to or within 90 days after the beginning of the Plan year, the Chief
      Executive Officer will present to the Committee a list of the overall
      corporate goals for the Plan year, which are subject to approval of the
      Committee and the Board of Directors of Micromet, Inc.  All Plan
      Participants will then develop a list of personal goals, which must be
      approved by the immediate supervisor and the executive officer responsible
      for the applicable department, or by the Chief Executive Officer for
      personal goals of the executive
officers.

            


    


    
      
         


      

      
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              6.2.

            	
              The
      Plan calls for incentive awards based on the achievement of annual
      corporate and personal goals that have been approved as indicated
      above.  The relative weight between corporate goals and personal
      goals varies based on the individual’s level within the
      organization.  The weighting will be reviewed annually and may
      be adjusted, as necessary or appropriate.  The weighting for the
      Plan year will be as follows:

            


    

    


    
      
        
          
            
              
                
                  	
                          Micromet, Inc.

                        	 	
                          Micromet AG

                        	 	
                          Corporate

                        	 	 	
                          Individual

                        	 
	
                          President
      & CEO

                        	 	
                          n.a.

                        	 	 	100	%	 	 	0	%
	
                          Senior
      Vice President

                        	 	
                          Vorstand

                        	 	 	75	%	 	 	25	%
	
                          Vice
      President

                        	 	
                          Vorstand

                        	 	 	75	%	 	 	25	%
	
                          Executive
      Director

                        	 	
                          Vice
      President

                        	 	 	75	%	 	 	25	%
	
                          Senior
      Director

                        	 	
                          Senior
      Director

                        	 	 	50	%	 	 	50	%
	
                          Director

                        	 	
                          Director

                        	 	 	50	%	 	 	50	%
	
                          Associate
      Director

                        	 	
                          Associate
      Director

                        	 	 	25	%	 	 	75	%
	
                          Senior
      Manager

                        	 	
                          Senior
      Manager

                        	 	 	25	%	 	 	75	%


                

              

            

          

        

      

    

     

    
      	
              7.

            	
              Assessment
      of Performance

            


    

     

    
      	
              7.1.

            	
              Achievement
      of Corporate Goals

            


    

     

    Within 30
days after the end of the Plan year, the Chief Executive Officer will present to
the Committee his assessment of the achievement of the corporate goals for that
Plan year.  The Committee will review and discuss the assessment with
the Chief Executive Officer, and will determine the percentage of the
achievement of the corporate goals during a meeting of the Committee in a closed
session.  The same payment multiplier for the corporate goals
component will be used for all Plan Participants in any given year.

     

    
      	
              7.2.

            	
              Achievement
      of Personal Goals

            


    

     

    Within 30
days after the end of the Plan year, the Chief Executive Officer will present to
the Committee his assessment of the achievement of the personal goals of each
executive officer for that Plan year.  The Committee will review and
discuss the assessment with the Chief Executive Officer, and will determine the
percentage of the achievement of the corporate goals during a meeting of the
Committee in consultation with the Chief Executive Officer.

     

    Each
supervisor will determine the achievement of the personal goals of the
Associates reporting to him, subject to the approval of the executive officer
responsible for the applicable department.


    
      
         


      

      
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              7.3.

            	
              Determination
      of Award Multiplier

            


    

     

    The
following scale will be used to determine the actual award multiplier for
incentive award calculations based upon the achievement of corporate and
personal goals.  Separate payment multipliers will be established for
both the corporate and the personal goals components of each
award.  In making a determination with respect to the achievement of a
particular goal, the Committee (when assessing the achievement of corporate
goals and the achievement of personal goals of the executive officers) or the
assessing supervisor may take into account any measurable factors as well as the
overall performance in view of prevailing conditions.

    


    
      
        
          
            
              	
                      Performance Category

                    	 	
                      Award Multiplier

                    
	
                      1.    
      Goal was achieved or exceeded

                    	 	
                      75%
      - 150%

                    
	
                      2.    
      Goal was mostly achieved

                    	 	
                      50%
      - 75%

                    
	
                      3.    
      Goal was partially achieved

                    	 	
                      25%
      - 50%

                    
	
                      4.    
      Goal was mostly not achieved

                    	 	
                      0%

                    


            

          

        

      

    

     

    
      	
              8.

            	
              Calculation
      of Cash Incentive Award

            


    

     

    
      	
              8.1.

            	
              The
      example below shows sample cash incentive award calculations under the
      Plan.  First, a total target award is calculated by multiplying
      the Plan Participant’s base salary by the target award
      multiplier.  This dollar figure is then divided between its
      corporate component and its individual component based on the performance
      factor mix for that specific position.  This calculation
      establishes specific dollar target awards for the performance period for
      both the individual and corporate components of the
  award.

            


    

     

    
      	
              8.2.

            	
              At
      the end of the performance period, corporate and individual award
      multipliers will be established using the criteria described
      above.  The corporate award multiplier, which is based on
      overall corporate performance, is used to calculate corporate performance
      awards for all Plan Participants.  This is accomplished by
      multiplying the target corporate award established for each individual at
      the beginning of the performance period by the actual award
      multiplier.  The individual award multiplier, which is based on
      an individual’s performance against objectives, is used in the same way to
      calculate the actual individual performance
  award.

            


    


    
      
         


      

      
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                                  Example:

                                	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	
                                  Target Award Calculation

                                	 	 
      	 	 
      
	
                                  Position:

                                	 	
                                  Executive
      Director

                                
	
                                  Base
      Salary:

                                	 	
                                  $120,000

                                	 	 
      
	
                                  Target
      Award Multiplier:

                                	 	
                                  25%

                                	 	 
      
	
                                  Target
      Award (in dollars):

                                	 	
                                  $30,000

                                	 	
                                  ($120,000
      x 25%)

                                
	 
      
	
                                  Weighting of Corporate and Personal Goals for
      Executive Directors

                                
	
                                  Corporate
      goals:

                                	 	
                                  75%

                                	 	 
      
	
                                  Personal
      goals:

                                	 	
                                  25%

                                	 	 
      
	 
      	 	 
      	 	 
      
	
                                  Target Award

                                	 	 
      	 	 
      
	
                                  Target
      Award based on corporate goals:

                                	 	
                                  $22,500

                                	 	
                                  ($30,000
      x 75%)

                                
	
                                  Target
      Award based on personal goals:

                                	 	
                                  $7,500

                                	 	
                                  ($30,000
      x 25%)

                                
	 
      
	
                                  Assumed payment multipliers based on assessment of
      corporate and personal goal achievement:

                                
	
                                  Award
      Multiplier for corporate goals

                                	 	
                                  75%

                                	 	 
      
	
                                  Award
      Multiplier for personal goals

                                	 	
                                  125%

                                	 	 
      
	 
      	 	 
      	 	 
      
	
                                  Actual Incentive Award

                                	 	 
      	 	 
      
	
                                  Corporate
      component

                                	 	
                                  $16,875

                                	 	
                                  ($22,500
      x 75%)

                                
	
                                  Individual
      component

                                	 	
                                  $9,375

                                	 	
                                  ($7,500
      x
125%)

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              9.

            	
              Payment
      of the Incentive Award

            


    

     

    
      	
              9.1.

            	
              Annual
      performance reviews for Plan Participants will be completed before March
      31 of the year following the Plan year.  Payment of incentive
      awards will be made as soon as practicable
      thereafter.  Incentive award calculations will be based on the
      Plan Participant’s base salary as of December 31 of the Plan
      year.  In addition to the required review process, incentive
      award payments to the President & CEO and to the Senior Vice President
      and CFO will be made after the completion and issuance of Micromet, Inc.’s
      year-end audited Financial Statements for the Plan
  year.

            


    

     

    
      	
              9.2.

            	
              Plan
      Participants, who have been in an eligible position for less than a year,
      but for at least three months, will receive a pro-rata bonus based on the
      number of days in an eligible
      position.  Pla  Participants promoted during the year
      from one “Target Award Multiplier” level to another will have their
      incentive award calculated using their base pay on December 31 of the Plan
      year.  Providing the promotion occurred prior to October 1 of
      the Plan year, the calculation will be pro-rated, based on the number on
      months at each Target Award Multiplier level.  If the promotion
      occurred after October 1 of the Plan year, the entire calculation will be
      based on the Target Award Multiplier percentage applicable prior to the
      promotion.

            


    

     

    
      	
              10.

            	
              Termination

            


    

     

    If a Plan
Participant has given or received a notice of termination or if a Plan
Participant’s employment is terminated prior to the payment of the incentive
award under this Plan, Micromet will have sole and absolute discretion as to
whether or not to pay an incentive award. If Micromet decides to pay an
incentive award to such Plan Participant, Micromet will have sole and absolute
discretion as to whether to pay the full amount or a portion of the amount of
the incentive award that may be payable to the Plan Participant in accordance
with the provisions of this Plan.


    
      
         


      

      
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              11.

            	
              Absolute
      Right to Alter or Abolish the Plan

            


    

     

    Micromet
reserves the right in its absolute discretion to abolish the Plan at any time or
to alter the terms and conditions under which incentive compensation will be
paid.  Such discretion may be exercised any time before, during, and
after the Plan year is completed.  No Plan Participant will have any
vested right to receive any compensation hereunder until actual delivery of such
compensation.

     

    
      	
              12.

            	
              Employment
      Duration/Employment Relationship

            


    

     

    This Plan
does not, and Micromet’s policies and practices in administering this Plan do
not, constitute a contract or other agreement concerning the duration of any
Plan Participant’s employment with Micromet.  The employment
relationship of each Plan Participant of Micromet, Inc. is “at will” and may be
terminated at any time by Micromet, Inc. or by the Plan Participant, with or
without cause.  The employment relationship of each Plan Participant
of Micromet AG is governed by the employment agreement of the Plan Participant
and applicable German law.


    
      
         


      

      
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