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 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”) that, under certain circumstances, will provide you with benefits in connection with a termination of your employment, other than for cause 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.
You will also be entitled to participate in the Company’s benefit plans to the same extent as, and subject to the same terms, conditions and limitations as are generally applicable to, full-time employees of ImmunoGen of similar rank and tenure. These benefits currently include paid time off, life, health, dental and disability insurance. With respect to your annual paid vacation allotment, you will immediately be eligible to accrue vacation time on a monthly basis, up to a total of 25 days of paid vacation per year, of which 5 days can be rolled over from year to year. 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. Please note that your compensation and or benefits may be modified in any way, at any time, by ImmunoGen at its sole discretion, with or without prior notice.
Your duties as an employee of the Company shall be as determined by me in consultation with you. You agree to devote your best efforts during all business time to the performance of such responsibilities and agree that you will not perform any professional work outside your work for the Company without pre-approval from the Company.
ImmunoGen is required by the Immigration and Naturalization Service to verify that each employee is eligible to work in the United States. To that end, a list of acceptable forms of identification is attached. Please bring with you one item on List A, or a combination of one item on List B and List C. This offer is contingent upon your being able to establish that you are legally authorized to work in the United States.
In addition, your offer of employment is contingent upon the successful completion of a background and reference check. ImmunoGen will conduct these checks prior to your employment or, if we are unable to complete the background check or reference checks because of issues related to COVID-19 (e.g., court or business closures), ImmunoGen may conduct these checks during the course of your employment. Please complete the enclosed authorization and other required forms related to these checks.
While we anticipate that our relationship will be long and mutually rewarding, your employment will be at will, terminable by either you or the Company at any time. If, within 12 months of your hire date, you terminate your employment with the Company (other than by reason of death or disability), or the Company terminates your employment for cause, you agree to reimburse ImmunoGen the full amount of your Sign-On Bonus within 30 days of your termination date.
On your first day of employment, you will be required to sign our Proprietary Information and Inventions Agreement, the Change In Control Severance Agreement, and an acknowledgement that you agree to be bound by the Company's Insider Trading Policy. Copies of each accompany this letter. You are also asked to acknowledge and agree that your employment by the Company will not violate any agreement which you may have with any third party. Please acknowledge your understanding and agreement with the employment terms set forth in this letter by signing below. This offer will expire on July 1, 2020.