2004 Executive Incentive Plan



 EXHIBIT 10.1 
 AGENUS INC. 
 2004 EXECUTIVE INCENTIVE PLAN, AS AMENDED

 PURPOSE OF PLAN 
 To
provide additional incentive for key executives to contribute to the success of the Company. The Plan provides significant and competitive incentive awards which relate to the achievement of corporate objectives and individual performance goals.
This, in turn, promotes and protects the interests of stockholders and enhances the Company’s ability to attract, retain, motivate and compensate our employees. 
 AWARD FUND 
 The total bonus award fund for each performance year will be established by the
Compensation Committee of the Board of Directors at the end of each performance year upon the recommendation of the Chief Executive Officer. 

As used herein, the “performance year” shall mean the calendar year for which performance is measured, and with respect to which a bonus may be
paid, if earned. 
 The Compensation Committee’s decision to make payment following the end of each performance year will reflect an
assessment of the Company’s and individual’s performance against key milestones/objectives established for the performance year. 

ELIGIBILITY FOR PARTICIPATION 
 The
Compensation Committee determines initial eligibility of executives in the Plan. However, to be eligible, executives must be in good standing and not be eligible to participate in any other annual incentive plan of the Company. 

Eligibility and the criteria for eligibility for participation in the Plan are not automatic from one year to the next, and may be amended, suspended, or
terminated by the Compensation Committee . 
 PERFORMANCE OBJECTIVES 
 Incentive awards will be based upon the achievement of corporate objectives and individual performance goals. It is the responsibility of the Chief Executive Officer and the Executive Operating Committee
(EOC) to recommend to the Compensation Committee strategic goals, develop budgets, and formulate action plans in concurrence with their respective management and staff. Based on plans, managers and employees are responsible for documenting agreed
upon goals, targets and priorities using the performance management system, forms and timetables as deemed appropriate. 
 The Compensation
Committee, taking into account the recommendations of the Chief Executive Officer, shall then approve the performance objectives for each performance year. 







 TARGETED INCENTIVE AWARD OPPORTUNITY 
 Targeted incentive awards shall be approved by the Compensation Committee for each participant, and will typically range from 20% to 50% of base salary, reflecting the participant’s position and
other factors determined in the discretion of the Compensation Committee. 
 Targeted incentive award levels are subject to review each year by
the Compensation Committee of the Board of Directors to ensure they remain competitive and consistent with Plan objectives. 
 DETERMINATION
OF ACTUAL INCENTIVE PAYMENTS 
 Awards may potentially pay from 0% to 200% of a participant’s target as established by the Compensation
Committee. Actual payment shall be based on the extent to which Agenus’ corporate objectives/milestones and other performance factors are achieved. In general, awards are subject to a determination by the Compensation Committee following the
close of the performance year of the extent to which the pre-established performance goals have been achieved. At the recommendation of the Chief Executive Officer, or upon the committee’s own initiative, awards may be adjusted by the
Compensation Committee to recognize individual goal attainment and performance that contributed to the achievement of corporate objectives/milestones. The Compensation Committee may, at its discretion deliver all or a portion of the annual award in
Company stock in lieu of cash. Except as otherwise provided by the Committee, awards settled in shares shall be settled by delivery of the number of shares determined at the time of payment that have a fair market value equal to the cash payment
that would have been made had the award been settled in cash. 
 TIMING OF INCENTIVE AWARD PAYMENTS 

The Compensation Committee may determine the timing of the payment of any incentive awards to be made, if any, provided that no payment for a given
performance year may be made later than March 15 of the calendar year following the performance year. 
 TAX TREATMENT OF AWARDS

 Incentive award payments will be subject to applicable Federal, State and Local taxes. 

EFFECTIVE DATE OF SALARY 
 Incentive award payments will be calculated based on salary in effect on January 1st of the year the payment is made, subject to the provisions noted below in “Hires, Promotions, Deaths &
Last Workday Preceding Retirement. 
 HIRES, PROMOTIONS, DEATHS & LAST WORKDAY PRECEDING RETIREMENT 

Incentive awards for the above actions may be pro-rated throughout the calendar year based upon the number of months that the action is effective,
including partial months at the discretion of the Compensation Committee. 
 For example: 

Hire—An eligible employee hired on 7/15 may receive 5 months of incentive. 







 Promotion—An eligible employee who is promoted from one
bonus target level to another on 11/5 may receive a target incentive of the first percentage for 10 months and the second percentage for two months. The calculation of both partial payouts with be completed using the employee’s base salary as
of January 1st of the payout year regardless of any
salary change occurring at the time of the employee’s promotion. 
 Death—An incentive award based on four
months of earnings may be paid to the estate of an eligible employee who dies on 4/20. 
 TERMINATIONS 

Except as provided in the discretion of the Compensation Committee or as otherwise required by applicable law, to be eligible for a payment of an award a
participant must be actively employed by the Company on the date the award is paid. 
 LEAVES OF ABSENCE 

The Compensation Committee may, in its sole discretion, and consistent with applicable law, reduce awards in the event that an employee is on a leave of
absence in excess of 30 working days. 
 Individuals who are receiving long-term disability benefits are no longer active employees, and
therefore, are not eligible to participate in the incentive plan. 
 MISCELLANEOUS 

The Compensation Committee shall have full discretionary authority and control to administer this Plan. It may interpret the Plan and remedy any ambiguity
or inconsistency in this Plan. Its determinations shall be final and binding on all parties. Subject to applicable law and the terms of the Equity Plan, the Compensation Committee may delegate to the Chief Executive Officer and others senior
management such administrative authority as the committee in its discretion deems appropriate. The Compensation Committee reserves the right to amend, suspend or terminate this Plan and any award thereunder at any time. 

Any incentive awards under this Plan that are settled in Company stock shall be subject to the terms and conditions of the Company’s 2009 Equity
Incentive Plan, as amended from time to time (the “Equity Plan”) from which all shares awarded under this Plan shall be issued. 
 Any
incentive award made under this Plan and any resulting payment or delivery of cash or shares is subject to set-off, recoupment, or other recovery or claw back as required by applicable law or by any policy of the Company on the
claw back of compensation, as may be amended from time to time. 
 Nothing contained in the Plan or in the guidelines shall require the Company
to segregate or earmark any cash, shares of stock or other property. Neither the adoption of the Plan nor its operation shall in any way affect the rights and power of the Company or of any Subsidiary to dismiss and/or discharge any employee at any
time. 
 Last updated by the Compensation Committee January 26, 2011