Filed by Bowne Pure Compliance



 




Exhibit 10.1




AMENDMENT NO. 3

TO THE

CELGENE CORPORATION

1998 STOCK INCENTIVE PLAN

(AMENDED AND RESTATED AS OF APRIL 23, 2003

AND AS FURTHER AMENDED)




WHEREAS, the Celgene Corporation (the “Company”) maintains the Celgene Corporation
1998 Stock Incentive Plan, as amended and restated as of April 23, 2003 and as further amended (the
“Plan”);



WHEREAS, pursuant to Article 12 of the Plan, the Board of Directors of the Company (the
“Board”) may at any time, and from time to time, amend, in whole or in part, any or all of
the provisions of the Plan; and



WHEREAS, the Board desires to amend the Plan, effective as of August 22, 2007, to provide for
continued vesting of stock options and stock appreciation rights during the three year period
following a participant’s “retirement” (as defined in the Plan), provided that the participant
provides the committee under the Plan or its designee with not less than six months written notice
of the participant’s intent to retire.




NOW, THEREFORE, the Board takes the following actions with regard to the Plan:



1. Effective as of August 22, 2007, Section 10.2(b) of the Plan is hereby amended in its
entirety to read as follows:




"(b) TERMINATION BY REASON OF RETIREMENT OR DISABILITY. If a Participant’s Termination of
Employment is by reason of Retirement or Disability, any Stock Option or Stock Appreciation
Right held by such Participant, unless otherwise determined by the Committee at grant or, if
no rights of the Participant are reduced, thereafter, may be exercised, to the extent
exercisable at the Participant’s termination (or solely with respect to Stock Options or
Stock Appreciation Rights granted on or after September 1, 2007, to the extent exercisable
at the Participant’s termination or thereafter if the Participant provides the Committee or
its designee with not less than six months written notice of the Participant’s intent to
terminate the Participant’s service with the Company and its Affiliates by reason of
Retirement, such Stock Options or Stock Appreciation Rights continue to become exercisable
following the Participant’s Termination of Employment by reason of Retirement as if the
Participant had remained an employee of the Company), by the Participant (or the
Participant’s legal representative to the extent permitted under Section 14.11 or the legal
representative of the Participant’s estate if the Participant dies after termination) at any
time within a period (the “Retirement or Disability Period”) which is the shorter of (i) up
to ten (10) years after the date of grant of such Stock Option or Stock Appreciation Right,
such period to be set on a case by case basis by the Committee, or (ii) three (3) years from
the date of such termination; provided, however, that, if the Participant dies within such
Retirement or Disability Period, any unexercised Stock Option or Stock Appreciation Right
held by such Participant shall thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for a period of one (1) year (or such other period as the
Committee may specify at grant or, if no rights of the Participant’s estate are reduced,
thereafter) from the date of such death, but in no event beyond the expiration of the stated
term of such Stock Option or Stock Appreciation Right.”



2. Except as specifically amended hereby, the Plan is hereby ratified and confirmed in all
respects and remains in full force and effect.