Exhibit 10.1


 


IMMUNOGEN, INC.


 


AMENDMENT TO STOCK OPTION AGREEMENTS


 


This AMENDMENT is made as
of the 24th day of September, 2008 (the “Effective Date”) to the Stock
Option Agreements listed in Exhibit A attached hereto (collectively,
the “Option Agreements”) between ImmunoGen, Inc., a Massachusetts
corporation (the “Company”), and Mitchel Sayare, Ph.D. (the “Optionee”).


 


WHEREAS,
the Company has adopted the Restated Stock Option Plan (the “Restated Plan”)
and the 2006 Employee Director and Consultant Equity Incentive Plan (the “2006 Plan”),
to promote the interests of the Company by providing an incentive for
employees, directors and consultants of the Company or its affiliates;


 


WHEREAS,
the parties hereto understand and agree that any terms used and not defined
herein have the meanings ascribed to such terms in the Restated Plan and 2006 Plan;


 


WHEREAS,
Optionee was granted incentive stock options and non-qualified stock options to
purchase shares of the Company’s common stock under the Restated Plan, and incentive
stock options to purchase shares of the Company’s common stock under the 2006 Plan
(together, the “Affected Options”), which in the aggregate are covered by the
Option Agreements;


 


WHEREAS, on September 24,
2008 the Board of Directors of the Company approved a management succession
plan pursuant to which Optionee will step down as Chief Executive Officer on December 31,
2008 and will retire as an employee on the date of the 2009 annual meeting of
shareholders of the Company, and in connection with said management succession
plan, the Compensation Committee of the Board of Directors, as Administrator of
the Restated Plan and the 2006 Plan, authorized the modification of certain terms
of the Option Agreements such that the Affected Options will continue to vest
and be exercisable in accordance with their terms for so long as Optionee
remains either an employee or director of the Company; and


 


WHEREAS, amendments to
the Option Agreements which are not adverse to the Optionee may be made by the Administrator.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Option Agreements are hereby
amended as follows:


 


1.             Notwithstanding
anything to the contrary contained in the Option Agreements, and subject to the
terms set forth in this Amendment: (a) all of the unvested shares covered
by the Affected Options shall continue to vest in accordance with the vesting
schedules set forth in the Option Agreements for such time as Optionee remains
an employee or director of the Company; and (b) all references to
employment of the Optionee by the Company, other than as set forth in paragraph
2 of this Amendment below, shall include the Optionee’s employment by the
Company or service as a director such that the Affected Options shall continue
to be exercisable in accordance with the 


 

















 


terms
of the Option Agreements until the earlier of (i) the expiration date set
forth in the Option Agreements or (ii) the period of time post-employment
as is set forth in the Option Agreements determined based upon the reason of
termination of employment.


 


2.             Notwithstanding the
foregoing, in accordance with Section 422 of the Code, Affected Options
that were originally granted as ISOs shall automatically convert into and be
deemed Non-Qualified Options as of the date that is three months from
termination of the Optionee’s employment, even if still serving as a director of
the Company, for any reason other than death or Disability.


 


3.             Except as set forth
above, the Option Agreements shall remain in full force and effect and subject
to its terms and conditions as set forth therein.  This Amendment, together with the Option
Agreements, 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 Amendment shall
affect or be used to interpret, change or restrict, the express terms and
provisions of this Amendment.


 


IN
WITNESS WHEREOF, the Company has caused this Amendment to be executed on its
behalf as of the date first above written.


 


 


	
   

  	
  IMMUNOGEN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
             /s/
  Daniel M. Junius

  
	
   

  	
  Name:

  	
  Daniel
  M. Junius

  
	
   

  	
  Title:

  	
  President
  and Chief Operating Officer

  



 


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EXHIBIT A


 


TO


 


AMENDMENT TO STOCK OPTION AGREEMENTS


 


List of Option Agreements
Covering Affected Options


 


	
  ISOs

  
	
   

  
	
  Stock
  Option Agreement dated January 14, 1999 (80,000 shares)

  
	
  Stock
  Option Agreement dated January 19, 2000 (26,544 shares)

  
	
  Stock
  Option Agreement dated January 25, 2001 (4,819 shares)

  
	
  Stock
  Option Agreement dated June 5, 2002 (25,317 shares)

  
	
  Stock
  Option Agreement dated June 12, 2003 (25,575 shares)

  
	
  Stock
  Option Agreement dated June 17, 2004 (15,948 shares)

  
	
  Stock
  Option Agreement dated June 9, 2005 (18,692 shares)

  
	
  Stock
  Option Agreement dated June 8, 2006 (25,000 shares)

  
	
  Stock
  Option Agreement dated June 12, 2007 (20,840 shares)

  
	
  Stock
  Option Agreement dated June 11, 2008 (30,303 shares)

  
	
   

  
	
  NQSOs

  
	
   

  
	
  Stock
  Option Agreement dated January 19, 2000 (58,456 shares)

  
	
  Stock
  Option Agreement dated January 25, 2001 (160,181 shares)

  
	
  Stock
  Option Agreement dated June 5, 2002 (124,683 shares)

  
	
  Stock
  Option Agreement dated June 12, 2003 (69,425 shares)

  
	
  Stock
  Option Agreement dated June 17, 2004 (59,052 shares)

  
	
  Stock
  Option Agreement dated June 9, 2005 (56,308 shares)

  
	
  Stock
  Option Agreement dated June 8, 2006 (50,000 shares)

  



 


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