ImmunoGen, Inc. (NASDAQ:IMGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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ImmunoGen, Inc. (NASDAQ:IMGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS

(a) (d) Not applicable.

(e) On March31, 2017, ImmunoGen, Inc. (also referred to as we,
our, us, or ImmunoGen) entered into amended change in control
severance agreements with each of our executive officers
(collectively, the Change in Control Severance Agreements).A
summary of the material terms and conditions of the Change in
Control Severance Agreements is set forth below.

Each Change in Control Severance Agreement provides for certain
benefits in the event of a change in control of ImmunoGen. A
change in control includes:

the acquisition by any person of 50% or more of our
outstanding common stock to a transaction which our Board
of Directors does not approve;

a merger or consolidation of ImmunoGen, whether or not
approved by our Board, where our voting securities remain
outstanding and continue to represent, or are converted
into securities of the surviving corporation (or its
parent) representing, less than 50% of the total voting
power of the surviving entity (or its parent) following
such transaction;

our shareholders approve an agreement for the sale of all
or substantially all of ImmunoGens assets; or

the incumbent directors cease to constitute at least a
majority of the members of our Board.Incumbent directors
include the current members of our Board, plus any future
members who are elected or nominated for election by at
least a majority of the incumbent directors at the time
of such election or nomination, with certain exceptions
relating to actual or threatened proxy contests relating
to the election of directors to our Board.

If, within 12 months after a change in control of ImmunoGen, the
executives employment is terminated (1) by us other than for
cause or disability (as those terms are defined in the Change in
Control Severance Agreements) or (2) by the executive for good
reason (as defined in the Change in Control Severance
Agreements), we have agreed to provide the executive with the
following benefits:

a lump sum cashpayment in an amount equal to one and
one-half times (or, in the case of the President and
Chief Executive Officer, two times) the sum of the
executives annual base salary and target annual bonus for
the bonus period in which the termination occurs;

vesting of 50% of all outstanding options, restricted
stock and other similar rights held by the executive;

if the executive elects to continue medical insurance
coverage in accordance with COBRA, a subsidy of the
executives COBRA premium at the same percentage as we
subsidized health insurance premiums for the Executive
immediately prior to the

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date of termination of the executives employment (or,
if more favorable to the executive, immediately prior
to the consummation of the change in control) for up to
18 months (or, in the case of the President and Chief
Executive Officer, up to 24 months); and

payment of the cost of outplacement services up to a
maximum of $40,000.

With the exception of the outplacement benefit, which is new,
the foregoing benefits are substantially the same as the
benefits that were provided to each of the executive officers
under their change in control severance agreements previously
in effect.

The Change in Control Severance Agreements provide for a
reduction of the payments or benefits described above to a
level where the executive would not be subject to the excise
tax to section4999 of the Internal Revenue Code of 1986, as
amended, but only if such reduction would put the executive in
a better after-tax position than if the payments and benefits
were paid in full.

The Change in Control Severance Agreements for each executive
officer continue in effect through March31, 2019, subject to
automatic one-year extensions thereafter unless notice is given
of ImmunoGens or the executives intention not to extend the
term of the agreement; provided, however, that the Change in
Control Severance Agreements continue in effect for 12 months
following a change in control that occurs during the term of
the agreement.Except as otherwise provided in the Change in
Control Severance Agreements, ImmunoGen and each executive may
terminate the executives employment at any time.Each Change in
Control Severance Agreement has no further force and effect if
either party terminates the executives employment before a
change in control, except that any such termination by us other
than for cause or disability, or by the executive for good
reason, during the two-month period before a change in control
of ImmunoGen will entitle the executive to the severance
benefits described above.

At the time we entered into the Change in Control Severance
Agreements with the above-mentioned executive officers, we were
not in any discussions which, if continued to their conclusion,
would result in an event that would constitute a change in
control.

(f)Not applicable.

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About ImmunoGen, Inc. (NASDAQ:IMGN)

ImmunoGen, Inc. is a clinical-stage biotechnology company that develops targeted cancer therapeutics using its antibody-drug conjugate (ADC) technology. The Company is engaged in the discovery of monoclonal antibody-based anticancer therapeutics. An ADC with the Company’s technology comprises an antibody that binds to a target found on tumor cells conjugated to one of its anti-cancer agents as a payload to kill the tumor cell once the ADC has bound to its target. Its product candidates include Mirvetuximab soravtansine; IMGN779; IMGN632; IMGN529, and Coltuximab ravtansine. Its portfolio is led by Mirvetuximab soravtansine, a first-in-class ADC targeting folate-receptor alpha (Fra). Its FORWARD II consists of cohorts assessing Mirvetuximab soravtansine in combination with, in separate doublets, Avastin (bevacizumab), pegylated liposomal doxorubicin (PLD), and carboplatin. The Company has developed tubulin-acting maytansinoid payload agents, which include DM1 and DM4.

ImmunoGen, Inc. (NASDAQ:IMGN) Recent Trading Information

ImmunoGen, Inc. (NASDAQ:IMGN) closed its last trading session 00.00 at 3.71 with 1,262,551 shares trading hands.