Exhibit 99.8
Director 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 “Non-Employee Director”).
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
Non-Employee Director 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,
Non-Employee Director 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 Non-Employee Director hereby
accepts the offer of the Company to issue to the Non-Employee
Director, 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 Non-Employee Director’s prior
service to the Company and which amount will be reported as income
on the Non-Employee Director’s 1099 for this calendar
year(1).
2.1.
Forfeiture Provisions .
(a)
Lapsing Forfeiture Right . In the event that for any
reason the Non-Employee Director is no longer a director of the
Company (such event being the “Termination”) prior to
,
the Non-Employee Director (or the Non-Employee Director’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 Non-Employee Director’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 Non-Employee Director’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 Non-Employee Director’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
Non-Employee Director 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 Non-Employee Director 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 Non-Employee Director’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 terminates the Non-Employee
Director’s service for Cause (as defined in the Plan) or in
the event the Administrator determines, within one year after the
Non-Employee Director’s termination, that either prior or
subsequent to the Non-Employee Director’s termination the
Non-Employee Director engaged in conduct that would constitute
Cause, all of the Granted Shares then held by the Non-Employee
Director shall be forfeited to the Company immediately as of the
time the Non-Employee Director 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
Non-Employee Director’s ownership of all Granted Shares then
owned by the Non-Employee Director shall become vested upon a
Change of Control (as defined in the Plan).
(e)
Escrow . The certificates representing all Granted
Shares acquired by the Non-Employee Director 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
Non-Employee Director 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 Non-Employee Director
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 Non-Employee
Director, with the approval of the Administrator, may transfer the
Granted Shares 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-Employee
Director’s Immediate Family or to a partnership or limited
liability company for one or
2
more members of
the Non-Employee Director’s Immediate Family), subject to
such limits as the Administrator may establish, and the transferee
shall remain subject 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 Non-Employee Director’s spouse,
former spouse, parents, children, stepchildren, adoptive
relationships, sisters, brothers, nieces and nephews and
grandchildren (and, for this purpose, shall also include the
Non-Employee Director.) 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
Non-Employee Director or the Non-Employee Director’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 Non-Employee Director to the Company (or its designee) and
treat the Non-Employee Director and such Granted Shares in all
respects as if delivery of such Granted Shares had been made as
required by this Agreement. The Non-Employee Director 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 Non-Employee Director agrees that in the event the Company
proposes to offer for sale to the public any of its equity
securities and such Non-Employee Director 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
Non-Employee Director 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) &
