Exhibit 10.1


 


IMCLONE SYSTEMS INCORPORATED


180 Varick Street


New York, NY 10014


 


December 21, 2005


 


[Name]


[Title]


[Address]


 


Re:                              ImClone Systems
Incorporated Stock Option Acceleration


 


Dear
                 :


 


This letter agreement (this “Agreement”) is being
entered into by and between you and IMCLONE SYSTEMS INCORPORATED (the “Company”),
a Delaware corporation, in connection with certain of your outstanding options to
purchase shares of the Company’s common stock (each, a “Stock Option”)
previously granted to you pursuant to, in each case as applicable, the ImClone
Systems Incorporated 2005 Inducement Stock Option Plan, the ImClone Systems
Incorporated 2002 Stock Option Plan and the ImClone Systems Incorporated 1998
Non-Qualified Stock Option Plan, in each case as amended as applicable (each, a
“Plan”).


 


The Compensation Committee and the Board of
Directors of the Company have determined to fully accelerate the vesting of
each otherwise unvested Stock Option held, as of December 16, 2005, by
employees of the Company and other eligible participants, including officers (i.e.,
employees at or above the level of Vice President) and non-employee directors
of the Company, if any such Stock Option has an exercise price that is equal to
or greater than $33.44 per share (each an “Underwater
Option”).  The Company is requiring
each officer and non-employee director of the Company to agree to refrain from
selling, transferring, pledging, or otherwise disposing of any shares of the
Company’s common stock acquired upon any exercise of an Underwater Option (other than sales by the holder to fund the
exercise price of the Underwater Option or to satisfy minimum statutory
withholding on such an exercise, in each case in accordance with the
applicable Plan and the Company’s existing
policies and procedures) until the date on which the exercise would have
been permitted under the Underwater Option’s pre-acceleration vesting terms or
pursuant to the ImClone Systems Incorporated Change-in-Control Plan, or, if
earlier, the date of the officer’s termination of employment or director’s termination
of service with the Company, as may be applicable, under the applicable Plan
and award documents underlying such Underwater Option.


 


Accordingly, as a condition to your continued
employment with the Company, by this letter you agree to refrain from selling,
transferring, pledging, or otherwise disposing of any shares of the Company’s
common stock acquired upon the exercise of any Underwater Option (other than sales by you to fund the exercise
price of an Underwater Option or to satisfy minimum statutory withholding on
such an exercise, in each case in accordance with the applicable Plan and the Company’s existing policies and
procedures) before the date on which the exercise would have been permitted
under the Underwater Option’s pre-acceleration vesting terms or pursuant to the
ImClone Systems Incorporated Change-in-Control Plan, or, if earlier, the date
of your termination of employment or termination of service with the Company, as
may be applicable, under the applicable Plan and award documents underlying
such Underwater Option.


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one instrument.


 





















 


If this Agreement correctly sets forth our understanding
on the subject matter hereof, kindly sign and return to the Company the
enclosed copy of this Agreement which will then constitute our agreement on
this subject.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  IMCLONE SYSTEMS INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  I agree to the foregoing terms and conditions.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
  Date: