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 August 12, 2016, ImmunoGen, Inc. (also referred to as our or ImmunoGen) granted performance based restricted stock awards covering 20,000 shares of our common stock to each of following named executive officers (as defined in Item 402(a)(3) of Regulation S-K): Mr. David B. Johnston, Executive Vice President and Chief Financial Officer, and Ms. Sandra E. Poole, Executive Vice President, Technical Operations. These awards were made under our 2006 Employee, Director and Consultant Equity Incentive Plan, or the 2006 Plan.
These awards vest in three equal installments upon the achievement, within five years of the date of grant (the performance period), of the following performance goals:
·
Mirvetuximab soravtansine meeting its primary endpoint in a registration trial;
i.e.
, a clinical trial designed to (A) ascertain efficacy and safety of mirvetuximab soravtansine that is needed to evaluate the overall benefit-risk relationship of the drug and to provide an adequate basis for physician labeling and (B) support the preparation and submission of a biologics license application, or BLA, for the indication under investigation in the study as and to the extent defined in 21 C.F.R. §312.21(c), or its successor regulation.
·
Acceptance of a BLA for mirvetuximab soravtansine by the U.S. Food and Drug Administration (FDA).
·
Receipt of marketing approval for mirvetuximab soravtansine from the FDA.
The determination of achievement of the performance goals shall be based on certification of achievement of a performance goal by the Compensation Committee of our Board of Directors.
Any shares subject to these awards that have not vested by the earlier of (i) the expiration of the performance period or (ii) the date on which the executive ceases to be an employee, director or consultant of ImmunoGen are forfeited. The awards are also subject to the other terms and conditions set forth in the form of Performance Based Restricted Stock Award Agreement filed as an exhibit to this current report on Form 8-K, which is incorporated herein by reference, and the 2006 Plan.
(f) Not applicable.
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