INCENTIVE STOCK OPTION AGREEMENT IMMUNOGEN, INC.
Exhibit
10.2
IMMUNOGEN,
INC.
AGREEMENT
made this «Grantdate»,
between
ImmunoGen, Inc. (the "Company"), a Massachusetts corporation having a principal
place of business in Cambridge, Massachusetts and «FirstName» «LastName»,
«Address»,
«City»,
«State» «Zip» (the
"Employee").
WHEREAS,
the Company desires to grant to the Employee an option to purchase shares of
its
Common Stock, $.01 par
value
("Common Stock"), under and for the purposes of the Company's Restated Stock
Option Plan, as amended (the "Plan");
WHEREAS,
the Company and the Employee understand and agree that any terms used herein
and
not otherwise defined herein have the same meanings as in the Plan (the Employee
being referred to in the Plan as a "Participant");
WHEREAS,
the Company and the Employee each intend that the Option granted herein shall
be
an Incentive Stock 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 Employee the right and Option to purchase all
or
any part of an aggregate of «ISO_Shares»
shares
(the "Shares") of Common Stock on the terms and conditions and subject to and
with the benefit of all limitations set forth herein and in the Plan, which
is
incorporated herein by reference. The Employee acknowledges receipt of a copy
of
the Plan.
2. PURCHASE
PRICE
The
purchase price of the Shares covered by the Option shall be «Price» 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 Common
Stock. Payment shall be made in accordance with Article 6 of the Plan.
3. EXERCISE
OF OPTION
Subject
to the terms and conditions set forth in this Agreement and the Plan, the Option
granted hereby shall become exercisable cumulatively as follows:
provided,
however, that no part of the Option shall be exercisable after the termination
or expiration of the option as hereinafter provided; and provided, further,
that
the Option may be exercised as to not more than «ISO_Shares»
Shares
in the aggregate from and after the date of this Agreement.
4. TERM
OF OPTION
The
Option shall terminate ten (10) years from the date of this Agreement but shall
be subject to earlier termination as provided herein or in the Plan. If the
Employee ceases to be an employee of the Company or of an Affiliate (for any
reason other than the death or Disability of the Employee or termination for
"cause" as defined in the Plan), the Option may be exercised, if it has not
previously terminated, within three (3) months after the date the Employee
ceases to be an employee, but may not be exercised thereafter. In such event,
the Option shall be exercisable only to the extent that the right to purchase
Shares under this Agreement has accrued and is in effect as of the date of
such
cessation of employment.
In
the
event that the Employee's employment is terminated for "cause" (as defined
in
the Plan), or, if subsequent to the termination of the Employee's employment
but
prior to the exercise of the Option it is determined that either prior or
subsequent to such termination the Employee engaged in conduct which would
constitute "cause" for the termination of the Employee's employment (such
determination to be made in accordance with Article 10 of the Plan), the
Employee's right to exercise any unexercised portion of this Option shall cease
forthwith, and this Option shall thereupon terminate.
In
the
event that the Employee's employment is terminated for any reason other than
death or Disability or for "cause", and the Employee subsequently becomes
Disabled or dies, the first paragraph of this Section 4 shall control and fix
the rights of the Employee, and nothing hereinafter set forth in this Section
4
(except the following provision) shall extend the period of exercisability
of
the Option; provided, however, in the case of the Employee's death within the
period allowed for exercise, the Employee's Survivors may exercise the Option
to
the extent permitted by the first paragraph of this Section 4 within, but only
within, six (6) months after the date of Employee's death.
In
the
event of the Disability of the Employee (as defined in the Plan and as
determined by the Board of Directors, and as to the fact and date of which
the
Employee is notified by the Board of Directors in writing), the Option shall
be
exercisable within one (1) year after the date of such Disability or, if
earlier, the term originally prescribed by this Agreement. In such event, the
Option shall be exercisable (1) to the extent that the right to purchase Shares
hereunder has accrued and is in effect as of such determination date and (2)
if
rights to exercise the Option accrue periodically under Section 3 hereof, to
the
extent of a pro rata portion of any additional rights which would have accrued
had the Employee not become so Disabled prior to the end of the accrual period
which next ends following the date of Disability. (The proration shall be made
on the basis of the number of days of the accrual period prior to the date
of
Disability.)
In
the
event of the death of the Employee while in the employ of the Company or of
an
Affiliate, the Option (1) to the extent exercisable but not exercised as of
the
date of death, and (2) if rights to exercise the Option accrue periodically
under Section 3 hereof, to the extent of a pro rata portion of any additional
rights based upon the number of days prior to the Employee's death and during
the accrual period which next ends following the date of death, may be exercised
by the Employee's Survivors as provided in the Plan. (The proration shall be
made on the basis of the number of days of the accrual period prior to the
Employee's death.) In such event, the Option must be exercised, if at all,
within one (1) year after the date of death of the Employee or, if earlier,
within the time originally prescribed by this Agreement.
5. EXERCISE
OF OPTION AND ISSUE OF SHARES
Subject
to the terms and conditions of this Agreement, the Option may be exercised
by
written notice to the Company, at the principal office address of the Company.
Such notice shall state the election to exercise the Option and the number
of
Shares in respect of which it is being exercised, shall be signed
by
2
the
person or persons so exercising the Option, shall contain the warranty, if
any,
required by Section 6 of this Agreement and shall otherwise comply with the
terms and conditions of this Agreement and the Plan. Payment of the full
purchase price for such Shares shall be made in accordance with Article 6 of
the
Plan, and the Company shall deliver a certificate or certificates representing
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
certificate or certificates for the Shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons
so
exercising the Option (or, if the Option shall be exercised by the Employee
and
if the Employee shall so request in the notice exercising the Option, shall
be
registered in the name of the Employee and another person jointly, with right
of
survivorship) and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Option. In the event the Option
shall be exercised, pursuant to Section 4 hereof, by any person or persons
other
than the Employee, such notice shall be accompanied by appropriate proof of
the
right of such person or persons 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. PURCHASE
FOR INVESTMENT
Unless
the offering and sale of the Shares to be issued upon the particular exercise
of
the Option shall have been effectively registered under the Securities Act
of
1933 as now in force or hereafter amended (the "Act"), the Company shall be
under no obligation to issue the Shares covered by such exercise unless and
until the following conditions have been fulfilled:
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(a)
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The
person(s) who exercise such Option shall warrant to the Company,
prior to
receipt of the Shares, that such person(s) are acquiring such Shares
for
their own respective accounts, for investment and not with a view
to, or
for sale in connection with, the distribution of any such Shares;
and in
such event the person(s) acquiring such Shares shall be bound by
the
provisions of the following legend which shall be endorsed upon the
certificate or certificates evidencing the Shares issued by the Company
pursuant to such exercise:
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"The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee,
in
the absence of an effective registration statement for the shares under the
Securities Act of 1933 or an opinion of counsel satisfactory to the Company
that
an exemption from registration is
then
available."
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(b)
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The
Company shall have received an opinion of its counsel that the Shares
may
be issued upon such particular exercise in
compliance
with the Act without registration thereunder.
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7. RIGHTS
AS A SHAREHOLDER
The
Employee shall have no rights as a shareholder with respect to any Shares
covered by the Option, except after due exercise of the Option and provision
for
payment of the full purchase price for the Shares being purchased pursuant
to
such exercise.
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8. ASSIGNABILITY
AND TRANSFERABILITY OF OPTIONS
By
its
terms, the Option shall not be transferable by the Employee other 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, and shall be exercisable, during
the Employee's lifetime, only by such Employee (or by his or her legal
representative). The Option shall not be assigned, pledged or hypothecated
in
any
way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of the Option or of any rights
granted thereunder contrary to the provisions of this Section 8, or the levy
of
any attachment or similar process upon the Option, shall be null and void.
9. OPTION
IS AN ISO
The
parties each intend that the Option be an ISO so that the Employee (or
Employee's Survivors) may qualify for the favorable tax treatment provided
to
holders of Options that meet the standards of Code Section 422. Any provision
of
this Agreement or the Plan which conflicts with the Code so that this Option
would not be deemed an ISO is
null
and
void and any ambiguities shall be resolved so that the Option qualifies as
an
ISO. Nonetheless, if the Option is
determined
not to be an ISO, the Employee understands that the Company and any Affiliates
are not responsible to compensate him or her or otherwise make up for the
treatment of the Option as a Non-qualified Option and not as an ISO. The
Employee should consult with the Employee's own tax advisors regarding the
tax
effects of the Option and the requirements necessary to obtain favorable tax
treatment under Section 422 of the Code, including, but not limited to, holding
period requirements.
10.
NOTICE
TO COMPANY OF DISQUALIFYING DISPOSITION
The
Employee agrees to notify the Company in writing immediately after the Employee
makes a Disqualifying Disposition of any shares acquired pursuant to the
exercise of an Option. A Disqualifying Disposition is any disposition (including
any sale) of such shares before the later of (a) two years after the date the
Employee was granted the ISO, or (b) one year after the date the Employee
acquired shares by exercising the option. If the Employee has died before such
stock is sold, these holding period requirements do not apply and no
Disqualifying Disposition can occur thereafter.
11. NOTICES
Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by registered or certified mail, return receipt requested, addressed
as
follows:
To
the
Company:
ImmunoGen,
Inc.
Attn:
Finance
▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
4
To
the
Employee:
«FirstName» «LastName»
«Address»
«City»,
«State» «Zip»
or
to
such other addresses of which notice in the same manner has previously been
given. Any such notice shall be deemed to have been given when mailed in
accordance with the foregoing provisions.
12. PLAN
PROVISIONS
Without
limiting the generality of Section 1 of this Agreement, the following provisions
of the plan are hereby incorporated herein:
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1.
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Paragraph
A of Article 1 (Definitions).
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2.
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Article
15 (Dissolution or Liquidation of the Company).
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3.
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Article
16 (Adjustments).
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4.
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Article
19 (Conversion of ISOs into Non-Qualified Options: Termination of
ISOs).
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5.
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Article
20 (Withholding).
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6.
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Article
23 (Amendment of the Plan).
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7.
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Article
24 (Employment or Other Relationship).
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13. GOVERNING
LAW
This
Agreement shall be construed and enforced in accordance with the laws of the
Commonwealth of Massachusetts.
14. BENEFIT
OF AGREEMENT
This
Agreement shall (subject to the provisions of Section 8 hereof) inure to the
benefit of and be binding upon the heirs, executors, administrators, successors
and assigns of the parties hereto.
15. ENTIRE
AGREEMENT
This
Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect
or
be used to interpret, change or restrict, the express terms and provisions
of
this Agreement, provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.
16. MODIFICATIONS
AND AMENDMENTS
The
terms
and provisions of this Agreement may be modified or amended only by
written
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agreement
executed by all parties hereto.
17. WAIVERS
AND CONSENTS
The
terms
and provisions of this Agreement may be waived, or consent for the departure
there from granted, only by written document executed by the party entitled
to
the benefits of such
terms or provisions. No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or provisions
of
this
Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized representative, and the Employee has hereunto set his or her
hand, all as of
the
day
and year first above written.
ImmunoGen,
Inc.
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By:
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Date:
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By:
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Date:
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«FirstName» «LastName»
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Option
No. «Grant_No»
6