Change in Control Severance Agreement dated as of December 29, 2022 between the Registrant and Michael J. Vasconcelles
Exhibit 10.20
ADDENDUM A TO MICHAEL J. VASCONCELLES OFFER LETTER
CHANGE IN CONTROL SEVERANCE AGREEMENT
This Agreement is entered into as of the 29th day of December, 2022 (the “Effective Date”) by and between ImmunoGen, Inc., a Massachusetts corporation (the “Company”), and Michael Vasconcelles (the “Executive”).
WHEREAS, the Company recognizes that the Executive’s service to the Company is very important to the future success of the Company;
WHEREAS, the Executive desires to enter into this Agreement to provide the Executive with certain financial protection in the event that Executive’s employment terminates under certain conditions following a’ change in control of the Company; and
WHEREAS the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company to enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
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For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes by clear and convincing evidence that Good Reason does not exist.
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For purposes of this Agreement, “Annual Salary” shall mean the Executive’s annual base salary then in effect or, if higher, in effect at the time of the Change in Control, excluding reimbursements and amounts attributable to stock options and other non-cash compensation; and the “Severance Compensation” shall mean the compensation set forth in (i), (ii), (iii), and (iv) above.
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Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, paid for by the Company, in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect; provided, however, that the evidentiary standards set forth in this Agreement shall apply; and further provided that the parties agree that the binding arbitration protocol shall be structured such that a decision will issue not later than ninety (90) days following notice in the event of a dispute concerning Good Reason pursuant to Section 3(b). Judgment may be entered on the arbitrator’s
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award in any court having jurisdiction. Notwithstanding any provision of this Agreement to the contrary, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid until the Termination Date during the pendency of any dispute or controversy arising under of in connection with this Agreement.
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[Signature Page follows]
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IN WITNESS WHEREOF, the parties have executed and delivered this Change in Control Severance Agreement as of the day and year first above written.
COMPANY: |
IMMUNOGEN, INC. |
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/s/ Mark J. Enyedy President and Chief Executive Officer |
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EXECUTIVE |
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/s/ Michael J. Vasconcelles Michael J. Vasconcelles |
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Exhibit A
GENERAL RELEASE
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The Executive expressly agrees and understands that the release of claims contained herein is a General Release and that any references to specific claims arising out of or in connection with the Executive’s employment or termination are not intended to limit the release of claims. The Executive expressly agrees and understands that this General Release means that the Executive is releasing, remising and discharging the Released Parties from and with respect to all claims, whether known or unknown, asserted or unasserted, and whether or not the claims arise out of or in connection with the Executive’s employment or termination, or otherwise, to the extent permitted by law.
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[Signature page follows]
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IN WITNESS WHEREOF, the Executive has executed this General Release as of the date last set forth below.
EXECUTIVE | | |
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| Date: | |
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