Exhibit
10.30


 


SEVERANCE AGREEMENT


 


This Agreement is entered into as of the 17th day of August, 2009 (the “Effective Date”) by and between
ImmunoGen, Inc., a Massachusetts corporation (the “Company”)
and Peter Williams (the “Executive”).


 


WHEREAS, the Company recognizes that the Executive’s service to the
Company is very important to the future success of the Company;


 


WHEREAS, the Executive desires to enter into this Agreement to provide
the Executive with certain financial protection in the event that his
employment terminates under certain conditions following a change in control of
the Company; and


 


WHEREAS the Board of Directors of the Company (the “Board”) has determined that it is in
the best interests of the Company to enter into this Agreement.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Executive
hereby agree as follows:


 


1.                                       Definitions.


 


(a)                                  Cause.  For purposes of this Agreement, “Cause” shall mean that the Executive
has (i) intentionally committed an act or omission that materially harms
the Company; (ii) been grossly negligent in the performance of the Executive’s
duties to the Company; (iii) willfully failed or refused to follow the
lawful and proper directives of the Board or the CEO; (iv) been convicted
of, or pleaded guilty or nolo contendre,
to a felony; (v) committed an act involving moral turpitude; (vi) committed
an act relating to the Executive’s employment or the Company involving, in the
good faith judgment of the Board, material fraud or theft; (vii) breached
any material provision of this Agreement or any nondisclosure or
non-competition agreement between the Executive and the Company, as all of the
foregoing may be amended prospectively from time to time; or (viii) breached
a material provision of any code of conduct or ethics policy in effect at the
Company, as all of the foregoing may be amended prospectively from time to
time.


 


(b)                                 Change in
Control.  For purposes of this
Agreement, a “Change in Control” shall mean
the occurrence of any of the following events; provided that
“Change in Control” shall be interpreted in a manner, and limited to the extent
necessary, so that it will not cause adverse tax consequences for either party
with respect to Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and Treasury
Regulations 1.409A-3(i)(5), and any successor statute, regulation and
guidance thereto:


 


(i)                                     Ownership.  Any “Person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing
50% or more of the total voting power represented by the Company’s then
outstanding voting securities (excluding for this purpose any such voting
securities held by the Company or its Affiliates (as defined in the Company’s
2006 Employer, Director and  Consultant Equity Incentive Plan) or by any employee benefit plan of
the Company) pursuant to a transaction or a series of related transactions
which the Board does not approve; or


 


Executive Severance Agreement (18)


 

















 


(ii)                                  Merger/Sale of Assets.  (A) A merger or consolidation of the
Company whether or not approved by the Board, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or the parent of such corporation) at least 50% of the total
voting power represented by the voting securities of the Company or such
surviving entity or parent of such corporation, as the case may be,
outstanding immediately after such merger or consolidation; or (B) the
stockholders of the Company approve an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets; or


 


(iii)                               Change in Board
Composition.  A change in the composition
of the Board, as a result of which fewer than a majority of the directors are
Incumbent Directors.  “Incumbent
Directors” shall mean directors who either (A) are directors of the
Company as of November 11, 2006, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but shall not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company).


 


(c)                                  Disability.  For purposes of this Agreement, “Disability” shall
mean that the Executive (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or (ii) is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income replacement benefits
for a period of not less than three (3) months under a Company-sponsored
group disability plan.  Whether the Executive has a Disability will
be determined by a majority of the Board based on evidence provided by one or
more physicians selected by the Board and approved by the Executive, which
approval shall not be unreasonably withheld.


 


(d)                                 Good Reason.  For purposes of this Agreement, “Good Reason” shall mean the
occurrence of one or more of the following without the Executive’s consent: (i) a
change in the principal location at which the Executive performs his duties for
the Company to a new location that is at least forty (40) miles from the
prior location; (ii) a material change in the Executive’s authority,
functions, duties or responsibilities as an executive of the Company, which would cause his position with
the Company to become of less responsibility, importance or scope than his highest
position with the Company at any time from the date of this Agreement to
immediately prior to the Change in Control, provided, however,
that such material change is not in connection with the termination of the
Executive’s employment by the Company for Cause or death or Disability and
further provided that it shall not be considered a material change if the
Company becomes a subsidiary of another entity and the Executive continues to
hold a position in the subsidiary that is at least as high as the highest
position he held with the Company at any time from the date of this Agreement
to immediately prior to the Change in Control; (iii) a material reduction
in the Executive’s annual base  salary or (iv) a material reduction in
the Executive’s target annual bonus as compared to the target annual bonus set
for the previous fiscal year.


 


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2.                                       Term of
Agreement.  The term of
this Agreement (the “Term”) shall commence on the Effective Date and shall
continue in effect for two (2) years; provided, however,
that commencing on second anniversary of the Effective Date and continuing each
anniversary thereafter, the Term shall automatically be extended for one (1) additional
year unless, not later than nine (9) months before the conclusion of
the Term, the Company or the Executive shall have given notice not to extend
the Term; and further provided, however, that if a
Change in Control shall have occurred during the Term, the Term shall expire on
the last day of the twenty-fourth (24th) month following the month in which such Change in
Control occurred.  Notice of termination
or termination of this Agreement shall not constitute Cause or Good Reason
(both terms as defined above).


 


3.                                       Termination;
Notice; Severance Compensation.


 


(a)                                  In the event that within a
period of two (2) months before or two (2) years following
the consummation of a Change in Control the Company elects to terminate the
Executive’s employment other than for Cause (but not including termination due
to the Executive’s Disability), then the Company shall give the Executive no
less than sixty (60) days advance notice of such termination (the “Company’s
Notice Period”); provided that the Company may elect to
require the Executive to cease performing work for the Company so long as the
Company continues the Executive’s full salary and benefits during the Company’s
Notice Period.


 


(b)                                 In the event that within a
period of two (2) months before or two (2) years following
the consummation of a Change in Control the Executive elects to terminate his
employment for Good Reason, then the Executive shall give the Company no less
than thirty (30) days and no more than sixty (60) days advance notice
of such termination (the “Executive’s Notice Period”); provided that
the Company may elect to require the Executive to cease performing work for the
Company so long as the Company continues the Executive’s full salary and
benefits during the Executive’s Notice Period. 
In order to effect a termination for Good Reason pursuant to this
Agreement, the Executive must notice his intent to terminate for Good Reason
not later than ninety (90) days following the occurrence of the Good
Reason.


 


(c)                                  In the event that within a
period of two (2) months before or two (2) years following
the consummation of a Change in Control the Executive’s employment with the
Company is terminated by the Company other than for Cause (but not including
termination due to the Executive’s death or Disability), or by the Executive
for Good Reason, then, contingent upon the Executive’s execution of a release
of claims against the Company in a form reasonably acceptable to the Company
(the “Release”) the Executive shall
be entitled to, in addition to any amounts due to the Executive for services
rendered prior to the termination date:


 


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(i) 
the Executive’s target annual bonus for the fiscal year in which such
termination occurs at one hundred percent (100%) of such target annual
bonus, pro-rated by the number of calendar days in which the Executive is
employed by the Company during the applicable year, including any applicable
Notice Period, and less any amount of the target annual bonus for the
applicable year previously paid to the Executive, which shall be paid no later
than sixty (60) days after the Executive’s termination of employment, provided
that the Release is executed and effective by then; and


 


(ii)  a lump sum
payment from the Company in an amount equal to one and one-half (1.5)
times the Executive’s Annual Salary, which shall be paid no later than sixty (60)
days after the Executive’s termination of employment, provided that
the Release is executed and effective by then;


 


(iii)  all outstanding
options, restricted stock and other similar rights held by the Executive, which
shall become one hundred percent (100%) vested; and


 


(iv)  continuation of medical insurance coverage for the Executive
and the Executive’s family, subject to COBRA and subject to the Executive’s
payment of a premium co-pay related to the coverage that is no less favorable
than the premium co-pay charged to active employees of the Company electing the
same coverage, for eighteen (18) months from the Separation Date; provided that
the Company shall have no obligation to provide such coverage if the Executive
fails to elect COBRA benefits in a timely fashion or if the Executive becomes
eligible for medical coverage with another employer.


 


For
purposes of this Agreement, “Annual Salary” shall mean the Executive’s annual base
salary then in effect or, if higher, in effect at the time of the Change in
Control, excluding reimbursements and amounts attributable to stock options and
other non-cash compensation; and the “Severance Compensation”
shall mean the compensation set forth in (ii), (iii), and (iv) above.


 


(d)                                 Notwithstanding any other
provision with respect to the timing of payments, if, at the time of the Executive’s
termination, the Executive is deemed to be a “specified employee” (within the
meaning of Code Section 409A, and any successor statute, regulation and
guidance thereto) of the Company, then limited only to the extent necessary to
comply with the requirements of Code Section 409A, any payments to which the
Executive may become entitled under this Agreement which are subject to Code Section 409A
(and not otherwise exempt from its application) will be withheld until the
first (1st) business day
of the seventh (7th) month
following the termination of the Executive’s employment, at which time the Executive
shall be paid an aggregate amount equal to the accumulated, but unpaid,
payments otherwise due to the Executive under the terms of this Agreement.


 


(e)                                  If any payment
or benefit the Executive would receive under this Agreement, when combined with
any other payment or benefit the Executive receives pursuant to a Change in
Control (“Payment”) would (i) constitute a “parachute payment” within the
meaning of Code Section 280G, and (ii) but for this sentence, be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then such Payment shall be either (x) the full amount of such
Payment or (y) such less amount as would result in no portion of the
Payment being subject to the Excise Tax, whichever of the foregoing amounts,
taking into account the applicable federal, state, and local employments taxes,
income taxes, and the Excise Tax results in the Executive’s receipt, on an
after-tax basis, of the 


 


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greater
amount of the Payment, notwithstanding that all or some portion of the Payment
may be subject to the Excise Tax.  The Company
shall determine in good faith which payment(s) or benefit(s) to
reduce based on what provides the best economic result for the Executive.  The Company shall provide the Executive with
sufficient information to make such determination and to file and pay any
required taxes.


 


4.                                       No Duplication
of Compensation.  The
Severance Compensation shall replace, and be provided in lieu of, any severance
or similar compensation that may be provided to the Executive under any other
agreement or arrangement in relation to termination of employment; provided,
however, that this prohibition against duplication shall not be
construed to otherwise limit the Executive’s rights to payments or benefits
provided under any pension plan (as defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended), deferred
compensation, stock, stock option or similar plan sponsored by the Company.


 


5.                                       No Mitigation.  If the Executive’s employment with the
Company terminates following a Change in Control, the Executive is not required
to seek other employment or to attempt in any way to reduce any amounts payable
to the Executive by the Company pursuant to Section 3 or Section 15.  Except as set forth in Section 4, the
amount of any payment or benefit provided for in this Agreement shall not be
reduced by any compensation earned by the Executive as the result of employment
by another employer, by retirement benefits, by offset against any amount
claimed to be owed by the Executive to the Company, or otherwise.


 


6.                                       Confidentiality,
Non-Competition, and Assignment of Inventions.  The Company’s obligations under this
Agreement are contingent upon the Executive’s execution of the Company’s
Proprietary Information, Inventions, and Competition Agreement (the “Proprietary
Information Agreement”).  The parties
agree that the obligations set forth in the Proprietary Information Agreement
shall survive termination of this Agreement and termination of the Executive’s
employment, regardless of the reason for such termination.


 


7.                                       Enforceability.  If any provision of this Agreement shall be
deemed invalid or unenforceable as written, this Agreement shall be construed,
to the greatest extent possible, or modified, to the extent allowable by law,
in a manner which shall render it valid and enforceable.  No invalidity or unenforceability of any
provision contained herein shall affect any other portion of this Agreement.


 


8.                                       Notices.  Except as otherwise specifically provided
herein, any notice required or permitted by this Agreement shall be in writing
and shall be delivered as follows with notice deemed given as indicated: (i) 
by personal delivery when delivered personally; (ii) by overnight courier
upon written verification of receipt; (iii) by telecopy or facsimile
transmission upon acknowledgment of receipt of electronic transmission; or (iv) by
certified or registered mail, return receipt requested, upon verification of
receipt.  Notices to the Executive shall
be sent to the last known address in the Company’s records or such other
address as the Executive may specify in writing.  Notices to the Company shall be sent to the
Company’s CEO and Lead Director, or to such other Company representative as the
Company may specify in writing.


 


9.                                       Claims for
Benefits.  All claims
by the Executive for benefits under this Agreement shall be directed to and
determined by the Board and shall be in writing.  Any denial by the Board of a claim for benefits
under this Agreement shall be delivered to the Executive in writing and shall
set forth the specific reasons for the denial and the specific provisions of
this Agreement relied upon.  The 


 


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Board
shall afford a reasonable opportunity to the Executive for a review of the
decision denying a claim and shall further allow the Executive to appeal to the
Board a decision of the Board within sixty (60) days after notification by
the Board that the Executive’s claim has been denied.


 


10.                                 Modifications
and Amendments.  The terms
and provisions of this Agreement may be modified or amended only by written
agreement executed by the Company and the Executive.  The Company and the Executive agree that they
will jointly execute an amendment to modify this Agreement to the extent
necessary to comply with the requirements of Code Section 409A, or any
successor statute, regulation and guidance thereto; provided that
no such amendment shall increase the total financial obligation of the Company
under this Agreement.


 


11.                                 Waivers and
Consents.  The terms
and provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by a written document executed by the party entitled to
the benefits of such terms or provisions. 
No such waiver or consent shall be deemed to be or shall constitute a
waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar.  Each
such waiver or consent shall be effective only in the specific instance and for
the purpose for which it was given, and shall not constitute a continuing
waiver or consent.


 


12.                                 Binding Effect;
Assignment.  The
Agreement will be binding upon and inure to the benefit of (a) the heirs,
executors and legal representatives of the Executive upon the Executive’s death
and (b) any successor of the Company. 
Any such successor of the Company will be deemed substituted for the
Company under the terms of the Agreement for all purposes.  For this purpose, “successor” means any
person, firm, corporation or other business entity which at any time, whether
by purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company.  None of the rights of the Executive to
receive any form of compensation payable pursuant to the Agreement may be
assigned or transferred except by will or the laws of descent and
distribution.  Any other attempted
assignment, transfer, conveyance or other disposition of the Executive’s right
to compensation or other benefits will be null and void.


 


13.                                 Governing Law.  This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by
the law of the Commonwealth of Massachusetts, without giving effect to the
conflict of law principles thereof.


 


14.                                 Jurisdiction
and Service of Process.  Any
legal action or proceeding with respect to this Agreement shall be brought in
the courts of the Commonwealth of Massachusetts or of the United States of
America for the District of Massachusetts. 
By execution and delivery of this Agreement, each of the parties hereto
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.


 


15.                                 Attorneys’ Fees.  The Company shall pay to the Executive all
legal fees and expenses incurred by the Executive in disputing in good faith
any issue hereunder relating to the termination of the Executive’s employment,
in seeking in good faith to obtain or enforce any benefit or right provided by
this Agreement.  Such payments shall be
made within five (5) business days after delivery of the Executive’s written
requests for payment accompanied with such evidence of fees and expenses
incurred as the Company reasonably may require.


 


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16.                                 Withholding.  The Company is authorized to withhold, or to
cause to be withheld, from any payment or benefit under the Agreement the full
amount of any applicable withholding taxes.


 


17.                                 Tax
Consequences.  The Company
does not guarantee the tax treatment or tax consequences associated with any
payment or benefit arising under this Agreement.


 


18.                                 Acknowledgment.  The Executive acknowledges that he has had
the opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and has carefully read and fully
understands all the provisions of the Agreement, and is knowingly and
voluntarily entering into the Agreement.


 


19.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


20.                                 Section 409A. 
The parties hereto intend that this Agreement comply with the requirements
of Code Section 409A and related regulations and Treasury
pronouncements.  If any provision
provided herein results in the imposition of an additional tax under the
provisions of Code Section 409A, the Executive and the Company agree that
such provision will be reformed to avoid imposition of any such additional tax
in the manner that the Executive and the Company mutually agree is appropriate
to comply with Code Section 409A.


 


 


IN WITNESS WHEREOF, the parties have executed and delivered this Severance
Agreement as of the day and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  IMMUNOGEN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Daniel Junius

  
	
   

  	
  Name:
  Daniel Junius

  
	
   

  	
  Title:
  President & Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/
  Peter Williams

  
	
   

  	
  Name: Peter Williams

  



 


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