Exhibit 10.6


 


	
   

  	
   

  	
  December 19, 2008

  



 


Gregory D. Perry


500 Washington Road


Barrington, RI 02806


 


Dear Greg:


 


I am delighted to offer you the full-time
position of Senior Vice President and Chief Financial Officer at ImmunoGen, Inc.
(“ImmunoGen” or the “Company”).  Upon
commencement of your employment, which shall be no later than January 12,
2009, you will initially be paid at a bi-weekly rate of $11,538.46, which
annualized equals $300,000.00 per year, less applicable federal, state and/or
local payroll and withholding taxes.


 


Also in consideration of your employment by
the Company, we will recommend to the Compensation Committee, for their
approval, the grant of a stock option award covering 125,000 shares of the
Company’s common stock under the Company’s Stock Option Plan.  This award will vest over four years as
follows: your right to purchase 25% of the shares covered by the award will
become exercisable on the first anniversary of your first date of employment
with ImmunoGen, and your right to purchase the remaining shares will thereafter
become exercisable on a quarterly basis as to 6.25% of the shares covered by
the award each quarter.  The exercise
price for these options will be the closing sale price of the Company’s Common
Stock as listed on the NASDAQ on your first date of employment.


 


In addition, you will be eligible
for a discretionary annual bonus of up to thirty percent (30%) of your annual
salary.  Your bonus for this fiscal year
ending June 2009 will be prorated from the date of hire.  Each year following, bonuses are at the
discretion of the Board of Directors, and are based on Company and individual
performance.


 


As
a member of the executive management, you will be eligible for a severance
arrangement, under certain circumstances, that would provide you with certain
benefits in the event of a change of control of the Company.  Attached please see an agreement that is
similar to that which you would receive.


 


You will also be entitled to
participate in the Company’s benefit plans to the same extent as, and subject
to the same terms, conditions and limitations as a generally applicable to,
full-time employees of ImmunoGen of similar rank and tenure.  These benefits currently include at this time
paid vacation time, life, health, dental and disability insurance.  With respect to your annual vacation
allotment, accrued monthly, up to four (4) weeks of paid vacation per
year, of which five (5) days can be rolled over from year to year.  For a more detailed understanding of the
benefits and the eligibility requirements, please consult the summary plan
descriptions for the programs that will be made available to you.  Please note that your compensation and or
benefits may be modified in any way, at any time, by ImmunoGen at its sole
discretion, with or without prior notice, to the extent any such modification
affects similarly situated ImmunoGen executives in the same manner.


 


Your duties as an employee of the
Company shall be as determined by me in consultation with you.  You agree to devote your best efforts during all
business time to the performance of such


 

















 


responsibilities and you will not
perform any professional work outside your work for the Company without
pre-approval from the Company.


 


ImmunoGen is required by the
Immigration and Naturalization Service to verify that each employee is eligible
to work in the United States.  To that
end, a list of acceptable forms of identification is attached.  Please bring with you one item on List A, or
a combination of one item on List B and List C.


 


In addition, your offer of employment is contingent upon the successful
completion of a general background and reference check and drug test.  As such, please complete the enclosed
authorizations and other required forms.


 


While we anticipate that our
relationship will be a long and mutually rewarding one, your employment, of
course, will be at will, terminable by either you or the Company at any time.  If your employment is terminated by the
Company without cause during the first two years of your employment with us,
the Company will pay you a total amount equal to four (4) months of your
then current base salary, less taxes and deductions, in approximately equal
bi-weekly installments in accordance with the Company’s usual payroll practices
over a period of four (4) months beginning after the effective date of the
separation agreement described below. 
The foregoing salary continuation benefit is conditioned upon your
executing a separation agreement in a form acceptable to the Company, which
shall include a release of claims between the Company and you, and may include
provisions regarding mutual non-disparagement and confidentiality.


 


On your first day of employment,
you will be required to sign our Proprietary Information, Inventions and
Competition Agreement and the Company’s Insider Trading Policy, acknowledging
that you understand and agree to be bound by these agreements.  Copies of each are enclosed.  You are also asked to acknowledge and agree
that your employment by the Company will not violate any agreement which you
may have with any third party.  Please
acknowledge your understanding and agreement with the terms of your employment
as set forth in this letter by signing below.


 


I look forward to a long and
productive relationship with you.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/ Daniel Junius

  	
   

  
	
  Daniel Junius

  	
   

  
	
  President and

  	
   

  
	
  Chief Operating Officer

  	
   

  



 


Acknowledged and Agreed to:


 


	
      /s/ Gregory
  Perry

  	
   

  	
  12/19/08

  
	
   

  	
   

  	
  Date

  



 


Enclosures