ImmunoGen’s Inducement Equity Incentive Plan (the “Award”). The Stock Option Award will vest over a term of four years, with 25% of the shares covered by the Stock Option Award vesting on the one-year anniversary of the Start Date, and thereafter an additional 6.25% of the covered shares vesting on each succeeding quarterly anniversary of the Start Date. The per share exercise price (the “strike price”) for the Stock Option Award will be the closing sale price of our shares as reported on Nasdaq Global Select Market on the grant date. The RSU Award will vest over a term of four years, with 25% of the shares covered by the RSU Award vesting on each of the first four anniversaries of the Start Date.
Annual Equity Award. Beginning in 2024, you will be eligible to receive an equity award grant under ImmunoGen’s 2018 Employee, Director and Consultant Equity Incentive Plan (or any successor plan) that is similar to those granted to other employees of the Company of comparable job level/title, subject to variation based on individual performance. Any Annual Equity Award you are granted in 2024 is based on your performance and the Company’s performance in 2023 and will be pro-rated based on your Start Date. Any such grant is discretionary and subject to the approval of the Compensation Committee of the Board of Directors. Grants will be made in conjunction with the Company’s annual performance appraisal process, which generally occurs in February or March of each year. To be eligible for an Equity Award, you must be actively employed by ImmunoGen on the grant date of the award.
Severance. As an executive officer, you will be eligible for a severance arrangement that, under certain circumstances, will provide you with benefits in the event of a termination of your employment during specified periods preceding and following a change of control of the Company. The terms of the severance arrangement are set forth in the Change in Control Severance Agreement (the “Change in Control Severance Agreement”) accompanying this letter. You will also be eligible to participate in the Company’s Severance Pay Plan for Vice Presidents and Higher (“Severance Pay Plan”) in effect at the time of your separation which, under certain circumstances, will provide you with benefits in connection with a termination of your employment, other than for Cause (as defined in the Severance Pay Plan) and outside the context of a change in control of the Company. The terms of the Change in Control Severance Agreement and Severance Pay Plan will govern the provision of these benefits.
Vacation. You will be eligible for up to 25 days of paid vacation per year accrued on a monthly basis. Your vacation time will begin to accrue on your Start Date. Currently, employees can carry-over a maximum of 10 vacation days from one calendar year to the next.
Benefits. You also will be entitled to participate in the Company’s benefit plans to the same extent as, and subject to the same terms and conditions as are generally applicable to other full-time employees. These benefits currently include, but are not limited to, vacation, paid sick time, life, health, dental and disability insurance, and participation in ImmunoGen’s 401(k) plan. For a more detailed understanding of the benefits and the eligibility requirements, please consult the summary plan descriptions for the applicable programs, which will be made available to you upon request.
Classification. You will be classified as an exempt employee, which means that you are not eligible for overtime compensation based on the hours you work. You understand that your salary is intended to compensate you for all hours worked.
At-Will Employment. Your employment relationship with ImmunoGen is “at-will,” meaning that either you or the Company may terminate the employment relationship at any time, for any reason, and with or without notice. Although your duties, title, compensation, and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed in an express agreement signed by the Chief Executive Officer, the Chief Legal Officer, or the Chief Human Resources Officer of the Company.
Work Authorization. ImmunoGen is required by the Immigration and Naturalization Service to verify that each employee is eligible to work in the United States. This offer is contingent upon your being able to establish that you are legally authorized to work in the United States on or before your Start Date.
References/Background Check. This offer is contingent upon ImmunoGen obtaining satisfactory references and, if required, a satisfactory background check.
