Exhibit 99.9
Executive Form of Restricted Stock
Agreement
RESTRICTED STOCK AGREEMENT
IMMUNOGEN, INC.
AGREEMENT made as
of the
day of
,
200 (the “Grant Date”), between
ImmunoGen, Inc. (the “Company”), a Massachusetts
corporation, and
(the “Participant”).
WHEREAS, the
Company has adopted the ImmunoGen, Inc. 2006 Employee, Director and
Consultant Equity Incentive Plan (the “Plan”) to
promote the interests of the Company by providing an incentive for
employees, directors an d consultants of the Company or its
Affiliates;
WHEREAS, pursuant
to the provisions of the Plan, the Company desires to offer to the
Participant shares of the Company’s common stock, $.01 par
value per share (“Common Stock”), in accordance with
the provisions of the Plan, all on the terms and conditions
hereinafter set forth;
WHEREAS,
Participant wishes to accept said offer; and
WHEREAS, the
parties hereto understand and agree that any terms used and not
defined herein have the meanings ascribed to such terms in the
Plan.
NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1.
Terms of Grant . The Participant hereby accepts the
offer of the Company to issue to the Participant, in accordance
with the terms of the Plan and this Agreement,
( )
Shares of the Company’s Common Stock (such shares, subject to
adjustment pursuant to Section 24 of the Plan and Subsection 2.1(h)
hereof, the “Granted Shares”) at a purchase price per
share of $.01 (the “Purchase Price”), receipt of which
is hereby acknowledged by the Participant’s prior service to
the Company and which amount will be reported as income on the
Participant’s W-2 for this calendar year(1).
2.1.
Forfeiture Provisions .
(a)
Lapsing Forfeiture Right . In the event that for any
reason the Participant is no longer an employee, director or
consultant of the Company or an Affiliate (such event being the
“Termination”) prior to
,
the Participant (or the Participant’s Survivor) shall, on the
date of Termination, immediately forfeit to the Company (or its
designee) all of the Granted Shares which have not yet lapsed in
accordance with the schedule set forth below (the “Lapsing
Forfeiture Right”).
The
Company’s Lapsing Forfeiture Right is as follows:
(1) Consider statutory
minimum purchase price per share, if applicable (e.g., Delaware
requires at least par value).
(i)
If the Participant’s Termination is prior to [the first
anniversary of the Grant Date] , all of the Granted Shares
shall be forfeited to the Company.
(ii)
If the Participant’s Termination is on or after [the first
anniversary of the Grant Date] but prior to
,
% of the Granted Shares shall be forfeited
to the Company.
(b)
Effect of Termination for Disability or upon Death .
The following rules apply if the Participant’s Termination is
by reason of Disability or death: to the extent the
Company’s Lapsing Forfeiture Right has not lapsed as of the
date of Disability or death, as case may be, the Participant shall
forfeit to the Company any or all of the Granted Shares subject to
such Lapsing Forfeiture Right; provided, however, that the
Company’s Lapsing Forfeiture Right shall be deemed to have
lapsed to the extent of a pro rata portion of the Granted Shares
through the date of Disability or death, as would have lapsed had
the Participant not become Disabled or died, as the case may
be. The proration shall be based upon the number of days
accrued in such current vesting period prior to the
Participant’s date of Disability or death, as the case may
be.
(c)
Effect of a For Cause Termination .
Notwithstanding anything to the contrary contained in this
Agreement, in the event the Company or an Affiliate terminates the
Participant’s employment or service for Cause (as defined in
the Plan) or in the event the Administrator determines, within one
year after the Participant’s termination, that either prior
or subsequent to the Participant’s termination the
Participant engaged in conduct that would constitute Cause, all of
the Granted Shares then held by the Participant shall be forfeited
to the Company immediately as of the time the Participant is
notified that he or she has been terminated for Cause or that he or
she engaged in conduct which would constitute Cause.
(d)
Effect of Change of Control . Except as otherwise
provided in Subsection 2.1(c) above, the Company’s
Lapsing Forfeiture Right shall terminate, and the
Participant’s ownership of all Granted Shares then owned by
the Participant shall become vested upon a Change of Control (as
defined in the Plan).
(e)
Escrow . The certificates representing all Granted
Shares acquired by the Participant hereunder which from time to
time are subject to the Lapsing Forfeiture Right shall be delivered
to the Company and the Company shall hold such Granted Shares in
escrow as provided in this Subsection 2.1(e). The Company
shall promptly release from escrow and deliver to the Participant
the whole number of Granted Shares, if any, as to which the
Company’s Lapsing Forfeiture Right has lapsed and without the
legend set forth in Section 5. In the event of forfeiture to the
Company of Granted Shares subject to the Lapsing Forfeiture Right,
the Company shall release from escrow and cancel a certificate for
the number of Granted Shares so forfeited. Any securities
distributed in respect of the Granted Shares held in escrow,
including, without limitation, shares issued as a result of stock
splits, stock dividends or other recapitalizations, shall also be
held in escrow in the same manner as the Granted Shares.
(f)
Prohibition on Transfer . The Participant recognizes
and agrees that all Granted Shares which are subject to the Lapsing
Forfeiture Right may not be sold, transferred, assigned,
hypothecated, pledged, encumbered or otherwise disposed of, whether
voluntarily or by operation of law, other than to the Company (or
its designee). However, the Participant, with the
approval of the Administrator, may transfer the Granted Shares for
no consideration to or for the benefit of the Participant’s
Immediate Family (including, without limitation, to a trust for the
benefit of the Participant’s Immediate Family or to a
partnership or limited liability company for one or more members of
the Participant’s Immediate Family), subject to such limits
as the Administrator may establish, and the transferee shall remain
subject
2
to all the terms
and conditions applicable to this Agreement prior to such transfer
and each such transferee shall so acknowledge in writing as a
condition precedent to the effectiveness of such transfer.
The term “Immediate Family” shall mean the
Participant’s spouse, former spouse, parents, children,
stepchildren, adoptive relationships, sisters, brothers, nieces and
nephews and grandchildren (and, for this purpose, shall also
include the Participant.) The Company shall
not be required to transfer any Granted Shares on its books which
shall have been sold, assigned or otherwise transferred in
violation of this Subsection 2.1(f), or to treat as the owner of
such Granted Shares, or to accord the right to vote as such owner
or to pay dividends to, any person or organization to which any
such Granted Shares shall have been so sold, assigned or otherwise
transferred, in violation of this Subsection 2.1(f).
(g)
Failure to Deliver Granted Shares to be Forfeited . In
the event that the Granted Shares to be forfeited to the Company
under this Agreement are not in the Company’s possession
pursuant to Subsection 2.1(e) above or otherwise and the
Participant or the Participant’s Survivor fails to deliver
such Granted Shares to the Company (or its designee), the Company
may immediately take such action as is appropriate to transfer
record title of such Granted Shares from the Participant to the
Company (or its designee) and treat the Participant and such
Granted Shares in all respects as if delivery of such Granted
Shares had been made as required by this Agreement. The
Participant hereby irrevocably grants the Company a power of
attorney which shall be coupled with an interest for the purpose of
effectuating the preceding sentence.
(h)
Adjustments . The Plan contains provisions covering
the treatment of Shares in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment
with respect to the Granted Shares and the related provisions with
respect to successors to the business of the Company are hereby
made applicable hereunder and are incorporated herein by
reference.
2.2
General Restrictions on Transfer of Granted Shares .
(a)
The Participant agrees that in the event the Company proposes to
offer for sale to the public any of its equity securities and such
Participant is requested by the Company and any underwriter engaged
by the Company in connection with such offering to sign an
agreement restricting the sale or other transfer of Shares, then it
will promptly sign such agreement and will not transfer, whether in
privately negotiated transactions or to the public in open market
transactions or otherwise, any Shares or other securities of the
Company held by him or her during such period as is determined by
the Company and the underwriters, not to exceed 90 days following
the closing of the offering, plus such additional period of time as
may be required to comply with Marketplace Rule 2711 of the
National Association of Securities Dealers, Inc. or similar rules
thereto (such period, the “Lock-Up Period”). Such
agreement shall be in writing and in form and substance reasonably
satisfactory to the Company and such underwriter and pursuant to
customary and prevailing terms and conditions.
Notwithstanding whether the Participant has signed such an
agreement, the Company may impose stop-transfer instructions with
respect to the Shares or other securities of the Company subject to
the foregoing restrictions until the end of the Lock-Up Period.
(b)
The Participant acknowledges and agrees that neither the Company
nor, its shareholders nor its directors and officers, has any duty
or obligation to disclose to the Participant any material
information regarding the business of the Company or affecting the
value of the Shares before, at the time of, or following a
Termination, including, without limitation, any information
concerning plans for the Company to make a public offering of its
securities or to be acquired by or merged with or into another firm
or entity.
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3.
Securities Law Compliance . The Participant
specifically acknowledges and agrees that any sales of Granted
Shares shall be made in accordance with the requirements of the
Securities Act of 1933, as amended.
4.
Rights as a Stockholder . The Participant
shall
