Exhibit 99.6
Form of Director Option
Agreement
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 “Non-Employee Director”).
WHEREAS, the
Company desires to grant to the Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director 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, in the event of a Change of Control (as defined in
the Plan) all of the Shares which are not then vested under this
Option shall become fully vested and immediately exercisable as of
the date of the Change of Control including, but not limited to,
pursuant to a Corporate Transaction that also constitutes a Change
of Control pursuant to Section 24(b) of the Plan unless this Option
prior to the date of the Change of Control has expired or been
terminated pursuant to its terms or the terms of the
Plan.
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
Non-Employee Director ceases to be a director of the Company (for
any reason other than the death or Disability of the Non-Employee
Director or termination of the Non-Employee Director for Cause (as
defined in the Plan)), the Option may be exercised, if it has not
previously terminated, within one year after the date the
Non-Employee Director ceases to be a director of the Company, 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 service.
In the event the
Non-Employee Director’s service is terminated by the Company
or an Affiliate for Cause (as defined in the Plan), the
Non-Employee Director’s right to exercise any unexercised
portion of this Option shall cease immediately as of the time the
Non-Employee Director 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 Non-Employee Director’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 Non-Employee
Director’s termination, the Non-Employee Director engaged in
conduct which would constitute Cause, then the Non-Employee
Director shall immediately cease to have any right to exercise the
Option and this Option shall thereupon terminate.
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In the event of
the Disability of the Non-Employee Director, as determined in
accordance with the Plan, the Option shall be exercisable within
one year after the Non-Employee Director’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 Non-Employee Director 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 Non-Employee Director while a director of the
Company, the Option shall be exercisable by the Non-Employee
Director’s Survivors within one year after the date of death
of the Non-Employee Director 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 Non-Employee Director not died. The
proration shall be based upon the number of days accrued in the
current vesting period prior to the Non-Employee Director’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 Non-Employee Director and if the Non-Employee
Director shall so request in the notice exercising the Option,
shall be registered in the name of the Non-Employee Director 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 Non-Employee Director, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the
Option. All
3
Shares that shall be
purchased upon the exercise of the Option as provided herein shall
be fully paid and nonassessable.
6.
PARTIAL EXERCISE .
Exercise of this
Option to the extent above stated may be made in part at any time
and from time to time within the above limits, except that no
fractional share shall be issued pursuant to this
Option.
7.
NON-ASSIGNABILITY .
The Option shall
not be transferable by the Non-Employee Director otherwise than by
will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act or the rules
thereunder. However, the Non-Employee Director, with the
approval of the Administrator, may transfer the Option for no
consideration to or for the benefit of the Non-Employee
Director’s Immediate Family (including, without limitation,
to a trust for the benefit of the Non-Emp
