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/ Mitchel Sayare
Name: Mitchel Sayare, Ph.D.
Title: Chairman and Chief Executive Officer
EXECUTIVE:
/s/ John Lambert
Name: John M. Lambert, Ph.D.
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