Exhibit 99.3
IMMUNOGEN, INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
AGREEMENT made as
of the day of
200 , between ImmunoGen, Inc. (the “Company”), a
Massachusetts corporation, and
(the “Participant”).
WHEREAS, the
Company desires to grant to the Participant 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 Participant 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 Participant each intend that the Option granted
herein shall be a Non-Qualified Option.
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 Participant 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 Participant 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 Participant 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 Participant’s consent: (i) a
change in the principal location at which the Participant 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
Participant’s authority, functions, duties or
responsibilities as an employee of or consultant to the Company,
which would cause the Participant’s position with the Company
to become of less responsibility, importance or scope than the
position held by the Participant immediately prior to the Change of
Control, provided, however, that such material change is not in
connection with the termination of the Participant’s service
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 Participant continues to hold
the same position in the subsidiary; (iii) a reduction in the
Participant’s annual base salary or fee; or (iv) a reduction
in the Participant’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 Participant 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 Participant.
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, but shall be
subject to earlier termination as provided herein or in the
Plan.
If the Participant
ceases to be an employee, director or consultant of the Company or
of an Affiliate (for any reason other than the death or Disability
of the Participant or termination of the Participant 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
Participant ceases to be an employee, director or consultant 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
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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
service.
Notwithstanding
the foregoing, in the event of the Participant’s Disability
or death within three months after the termination of service, the
Participant or the Participant’s Survivors may exercise the
Option within one year after the date of the Participant’s
termination of service, but in no event after the date of
expiration of the term of the Option.
In the event the
Participant’s service is terminated by the Company or an
Affiliate for Cause (as defined in the Plan), the
Participant’s right to exercise any unexercised portion of
this Option shall cease immediately as of the time the Participant
is notified his or her service is terminated for Cause, and this
Option shall thereupon terminate. Notwithstanding anything
herein to the contrary, if subsequent to the Participant’s
termination, but prior to the exercise of the Option, the Board of
Directors of the Company determines that, either prior or
subsequent to the Participant’s termination, the Participant
engaged in conduct which would constitute Cause, then the
Participant 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 Participant, as determined in accordance with
the Plan, the Option shall be exercisable within one year after the
Participant’s termination of service 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 Participant 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 Participant while an employee, director or
consultant of the Company or of an Affiliate, the Option shall be
exercisable by the Participant’s Survivors within one year
after the date of death of the Participant 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 Participant not died. The proration
shall be based upon the number of days accrued in the current
vesting period prior to the Participant’s date of death.
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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 Participant and if the Participant shall so
request in the notice exercising the Option, shall be registered in
the name of the Participant 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,
