Exhibit 10.32


 


September 8, 2008


 


James J. O’Leary, M.D.


7 Wilmer Street


Apt. J


Madison, NJ 07940


 


Dear Dr. O’Leary:


 


I am delighted to offer you the full-time position of Vice President
and Chief Medical Officer at ImmunoGen, Inc. (“ImmunoGen” or the “Company”).  Upon commencement of your employment, which
shall be no later than November 1, 2008, you will initially be paid at a
bi-weekly rate of $12,692.31, which annualized equals $330,000.00 per year,
less applicable federal, state and/or local payroll and withholding taxes.


 


In addition to your annual salary, subject to the
terms of this letter, ImmunoGen hereby grants to you a sign-on bonus in the
amount of $70,000.  The sign-on bonus
will vest quarterly over the first year and will be paid to you in conjunction
with the Company’s last payroll of each quarter following your hire date.  The Company will also reimburse you for
reasonable and customary expenses actually incurred and properly documented up
to $30,000 in connection with your relocation to the Boston area as described
in the accompanying letter.  Any amount
above $30,000 will need to be pre-approved. 
In addition, any relocation expenses paid by Bayer in connection with
your move to New Jersey that you are required to pay back to Bayer due to your
acceptance of employment with ImmunoGen will be reimbursed by ImmunoGen.  To the extent this reimbursement is taxable
to you, ImmunoGen will make an additional payment to you to keep you whole on
an after-tax basis.


 


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 150,000 shares of the Company’s common stock under
the Company’s Stock Option Plan.  This
award will vest at a rate of 25 percent (25%) per year over four years,
beginning on the first anniversary of your first date of employment with
ImmunoGen.  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 day 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, you are eligible for up
to four (4) weeks of paid vacation per year, accrued monthly, 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 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.  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/ James J. O’Leary

  	
   

  
	
  Date

  	
   

  



 


Enclosures