Exhibit 99.5
Form of Executive Option
Agreement
(Full Acceleration of Vesting
upon a Change of Control)
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, 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 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 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
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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.
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
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Option. In the
event the Option shall be exercised, pursuant to Section 4 hereof,
by any person other than the Participant, 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 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 Participant 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 Participant, with the approval of
the Administrator, may transfer the Option for no consideration to
or for the benefit of the Participant’s Immediate Family
(inclu
