Director Form of Restricted Stock Agreement

RESTRICTED STOCK AGREEMENT

IMMUNOGEN, INC.

AGREEMENT made as of the                day of                                       , 200     (the Grant Date), between ImmunoGen, Inc. (the Company), a Massachusetts corporation, and                                                  (the Non-Employee Director).

WHEREAS, the Company has adopted the ImmunoGen, Inc. 2006 Employee, Director and Consultant Equity Incentive Plan (the Plan) to promote the interests of the Company by providing an incentive for employees, directors and consultants of the Company or its Affiliates;

WHEREAS, pursuant to the provisions of the Plan, the Company desires to offer to the Non-Employee Director shares of the Companys common stock, $.01 par value per share (Common Stock), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth;

WHEREAS, Non-Employee Director wishes to accept said offer; and

WHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.             Terms of Grant.  The Non-Employee Director hereby accepts the offer of the Company to issue to the Non-Employee Director, in accordance with the terms of the Plan and this Agreement,                                              (                  ) Shares of the Companys Common Stock (such shares, subject to adjustment pursuant to Section 24 of the Plan and Subsection 2.1(h) hereof, the Granted Shares) at a purchase price per share of $.01 (the Purchase Price), receipt of which is hereby acknowledged by the Non-Employee Directors prior service to the Company and which amount will be reported as income on the Non-Employee Directors 1099 for this calendar year(1).

2.1.          Forfeiture Provisions.

(a)           Lapsing Forfeiture Right.  In the event that for any reason the Non-Employee Director is no longer a director of the Company (such event being the Termination) prior to                                     , the Non-Employee Director (or the Non-Employee Directors Survivor) shall, on the date of Termination, immediately forfeit to the Company (or its designee) all of the Granted Shares which have not yet lapsed in accordance with the schedule set forth below (the Lapsing Forfeiture Right).

The Companys Lapsing Forfeiture Right is as follows:

(1) Consider statutory minimum purchase price per share, if applicable (e.g., Delaware requires at least par value).

(i)            If the Non-Employee Directors Termination is prior to [the first anniversary of the Grant Date], all of the Granted Shares shall be forfeited to the Company.

(ii)           If the Non-Employee Directors Termination is on or after [the first anniversary of the Grant Date] but prior to                               ,     % of the Granted Shares shall be forfeited to the Company.

(b)           Effect of Termination for Disability or upon Death.  The following rules apply if the Non-Employee Directors Termination is by reason of Disability or death:  to the extent the Companys Lapsing Forfeiture Right has not lapsed as of the date of Disability or death, as case may be, the Non-Employee Director shall forfeit to the Company any or all of the Granted Shares subject to such Lapsing Forfeiture Right; provided, however, that the Companys Lapsing Forfeiture Right shall be deemed to have lapsed to the extent of a pro rata portion of the Granted Shares through the date of Disability or death, as would have lapsed had the Non-Employee Director not become Disabled or died, as the case may be.  The proration shall be based upon the number of days accrued in such current vesting period prior to the Non-Employee Directors date of Disability or death, as the case may be.

(c)           Effect of a For Cause Termination.    Notwithstanding anything to the contrary contained in this Agreement, in the event the Company terminates the Non-Employee Directors service for Cause (as defined in the Plan) or in the event the Administrator determines, within one year after the Non-Employee Directors termination, that either prior or subsequent to the Non-Employee Directors termination the Non-Employee Director engaged in conduct that would constitute Cause, all of the Granted Shares then held by the Non-Employee Director shall be forfeited to the Company immediately as of the time the Non-Employee Director is notified that he or she has been terminated for Cause or that he or she engaged in conduct which would constitute Cause.

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