Exhibit 99.2
IMMUNOGEN, INC.
INCENTIVE STOCK OPTION
AGREEMENT
AGREEMENT made as
of the day of
200 , between
ImmunoGen, Inc. (the “Company”), a Massachusetts
corporation, and
,
an employee of the Company (the “Employee”).
WHEREAS, the
Company desires to grant to the Employee an Option to purchase
shares of its common stock, $.01 par value per share (the
“Shares”), under and for the purposes set forth in the
Company’s 2006 Employee, Director and Consultant Equity
Incentive Plan (the “Plan”);
WHEREAS, the
Company and the Employee understand and agree that any terms used
and not defined herein have the same meanings as in the Plan;
and
WHEREAS, the
Company and the Employee each intend that the Option granted herein
qualify as an ISO.
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the parties hereto agree as
follows:
1.
GRANT OF OPTION .
The Company hereby
grants to the Employee the right and option to purchase all or any
part of an aggregate of
Shares, on the terms and conditions and subject to all the
limitations set forth herein, under United States securities and
tax laws, and in the Plan, which is incorporated herein by
reference. The Employee acknowledges receipt of a copy of the
Plan.
2.
PURCHASE PRICE .
The purchase price
of the Shares covered by the Option shall be $____ per Share,
subject to adjustment, as provided in the Plan, in the event of a
stock split, reverse stock split or other events affecting the
holders of Shares after the date hereof (the “Purchase
Price”). Payment shall be made in accordance with
Paragraph 9 of the Plan.
3.
EXERCISABILITY OF OPTION .
Subject to the
terms and conditions set forth in this Agreement and the Plan, the
Option granted hereby shall become exercisable as
follows:
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On the first anniversary of the date of this Agreement
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up to
Shares
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On the second anniversary of the date of this Agreement
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an additional
Shares
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On
the third anniversary of the date of this Agreement
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an additional
Shares
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On
the fourth anniversary of the date of this Agreement
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an additional
Shares
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Notwithstanding
the foregoing if within a period of 2 years from the date of a
Change of Control (as defined in the Plan) that is not a Corporate
Transaction where outstanding options are terminated or cashed out
in accordance with Section 24(b) of the Plan, the Employee is
terminated by the Company other than for Cause or has left the
Company for Good Reason (as defined below), then upon such
termination date this Option shall become fully vested and
immediately exercisable unless this Option prior to such
termination date has otherwise expired or been terminated pursuant
to this Agreement or the terms of the Plan. “Good
Reason” shall mean the occurrence of one or more of the
following without the Employee’s consent: (i) a change
in the principal location at which the Employee 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
Employee’s authority, functions, duties or responsibilities
as an Employee of the Company, which would cause the
Employee’s position with the Company to become of less
responsibility, importance or scope than the position held by the
Employee immediately prior to the Change of Control, provided,
however, that such material change is not in connection with the
termination of the Employee’s employment by the Company for
any reason and further provided that it shall not be considered a
material change if the Company becomes a subsidiary of another
entity and the Employee continues to hold the same position in the
subsidiary; (iii) a reduction in the Employee’s annual base
salary; or (iv) a reduction in the Employee’s target annual
bonus as compared to the target annual bonus set for the previous
fiscal year; provided that any definition in an agreement
between the Employee and the Company or an Affiliate, which
contains a conflicting definition of “Good Reason” for
termination and which is in effect at the time of such termination,
shall supersede the definition in this Plan with respect to that
Employee.
The foregoing
rights are cumulative and are subject to the other terms and
conditions of this Agreement and the Plan.
4.
TERM OF OPTION .
The Option shall
terminate ten years from the date of this Agreement or, if the
Employee owns as of the date hereof more than 10% of the total
combined voting power of all classes of capital stock of the
Company or an Affiliate, five years from the date of this
Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.
If the Employee
ceases to be an employee of the Company or of an Affiliate (for any
reason other than the death or Disability of the Employee or
termination of the Employee’s employment for Cause (as
defined in the Plan)), the Option may be exercised, if it has not
previously terminated, within three months after the date the
Employee ceases to be an employee
2
of the Company or an
Affiliate, or within the originally prescribed term of the Option,
whichever is earlier, but may not be exercised thereafter. In
such event, the Option shall be exercisable only to the extent that
the Option has become exercisable and is in effect at the date of
such cessation of employment.
Notwithstanding
the foregoing, in the event of the Employee’s Disability or
death within three months after the termination of employment, the
Employee or the Employee’s Survivors may exercise the Option
within one year after the date of the Employee’s termination
of employment, but in no event after the date of expiration of the
term of the Option.
In the event the
Employee’s employment is terminated by the Employee’s
employer for Cause (as defined in the Plan), the Employee’s
right to exercise any unexercised portion of this Option shall
cease immediately as of the time the Employee is notified his or
her employment is terminated for Cause, and this Option shall
thereupon terminate. Notwithstanding anything herein to the
contrary, if subsequent to the Employee’s termination as an
employee, but prior to the exercise of the Option, the Board of
Directors of the Company determines that, either prior or
subsequent to the Employee’s termination, the Employee
engaged in conduct which would constitute Cause, then the Employee
shall immediately cease to have any right to exercise the Option
and this Option shall thereupon terminate.
In the event of
the Disability of the Employee, as determined in accordance with
the Plan, the Option shall be exercisable within one year after the
Employee’s termination of employment or, if earlier, within
the term originally prescribed by the Option. In such event,
the Option shall be exercisable:
(a)
to the extent that the Option has become exercisable but has not
been exercised as of the date of Disability; and
(b)
in the event rights to exercise the Option accrue periodically, to
the extent of a pro rata portion through the date of Disability of
any additional vesting rights that would have accrued on the next
vesting date had the Employee not become Disabled. The
proration shall be based upon the number of days accrued in the
current vesting period prior to the date of Disability.
In the event of
the death of the Employee while an employee of the Company or of an
Affiliate, the Option shall be exercisable by the Employee’s
Survivors within one year after the date of death of the Employee
or, if earlier, within the originally prescribed term of the
Option. In such event, the Option shall be
exercisable:
(x)
to the extent that the Option has become exercisable but has not
been exercised as of the date of death; and
(y)
in the event rights to exercise the Option accrue periodically, to
the extent of a pro rata portion through the date of death of any
additional vesting rights that would have accrued on the next
vesting date had the Employee not died. The proration
3
shall be based upon the
number of days accrued in the current vesting period prior to the
Employee’s date of death.
5.
METHOD OF EXERCISING OPTION .
Subject to the
terms and conditions of this Agreement, the Option may be exercised
by written notice to the Company or its designee, in substantially
the form of Exhibit A attached hereto. Such
notice shall state the number of Shares with respect to which the
Option is being exercised and shall be signed by the person
exercising the Option. Payment of the purchase price for such
Shares shall be made in accordance with Paragraph 9 of the
Plan. The Company shall deliver such Shares as soon as
practicable after the notice shall be received, provided, however,
that the Company may delay issuance of such Shares until completion
of any action or obtaining of any consent, which the Company deems
necessary under any applicable law (including, without limitation,
state securities or “blue sky” laws). The Shares
as to which the Option shall have been so exercised shall be
registered in the Company’s share register in the name of the
person so exercising the Option (or, if the Option shall be
exercised by the Employee and if the Employee shall so request in
the notice exercising the Option, shall be registered in the name
of the Employee and another person jointly, with right of
survivorship) and shall be delivered as provided above to or upon
the written order of the person exercising the Option. In the
event the Option shall be exercised, pursuant to Section 4 hereof,
by any person other than the Employee, such notice shall be
accompanied by appropriate proof of the right of such person to
exercise the Option. All Shares that shall be purchased upon
the exercise of the Option as provided herein shall be fully paid
and nonassessable.
6.
PARTIAL EXERCIS
