Exhibit 10.22

                               CELGENE CORPORATION
                         2005 DEFERRED COMPENSATION PLAN
                            EFFECTIVE JANUARY 1, 2005

                                    ARTICLE I
                                     PURPOSE

         The purpose of the Plan is to provide a select group of management and
highly compensated employees of the Employer with the opportunity to: (i) defer
the receipt of a portion of Salary; (ii) defer the receipt of all or a portion
of Bonus; (iii) defer the receipt of Restricted Stock; and (iv) defer delivery
of Stock Option Gains in accordance with the terms and conditions set forth
herein.

         This Plan is intended to comply with the applicable requirements of
Section 409A of the Code and shall be limited, construed and interpreted in a
manner so as to comply therewith. Notwithstanding anything herein to the
contrary, any provision in this Plan or any election form that is inconsistent
with Section 409A of the Code shall be deemed to be amended to comply with
Section 409A of the Code and to the extent such provision cannot be amended to
comply therewith, such provision shall be null and void.

                                   ARTICLE II
                                   DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

         2.1 "Affiliate" shall mean each of the following: (i) any Subsidiary;
(ii) any Parent; (iii) any corporation, trade or business (including, without
limitation, a partnership or limited liability company) which is directly or
indirectly controlled 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) by the Company or one of its
Affiliates; and (iv) any other entity in which the Company or any of its
Affiliates has a material equity interest and which is designated as an
"Affiliate" by resolution of the Committee.

         2.2 "Beneficiary" shall mean the individual designated by the
Participant, on a form acceptable by the Committee, to receive benefits payable
under the Plan in the event of the Participant's death. If no Beneficiary is
designated or if the designated Beneficiary predeceases the Participant, the
Participant's Beneficiary shall be his or her spouse, or if the Participant is
not married, the Participant's estate. Upon the acceptance by the Committee of a
new Beneficiary designation, all Beneficiary designations previously filed shall
be canceled. The Committee shall be entitled to rely on the last Beneficiary
designation filed by the Participant and accepted by the Committee prior to his
or her death.

         2.3 "Board" shall mean the Board of Directors of the Company.

         2.4 "Bonus" shall mean a Participant's performance bonus or any other
bonus (whether or not discretionary) paid by the Employer to the Participant in
cash and that is designated by the Committee as eligible for deferral under the
Plan.

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         2.5 A "Change in Control" shall mean the occurrence of any of the
following:

                  (a) any person (as defined in Section 3(a)(9) of the Exchange
         Act and as used in Sections 13(d) and 14(d) thereof), excluding the
         Company, any subsidiary of the Company and any employee benefit plan
         sponsored or maintained by the Company or any subsidiary of the Company
         (including any trustee of any such plan acting in his capacity as
         trustee), becoming the "beneficial owner" (as defined in Rule 13d-3
         under the Exchange Act) of securities of the Company representing 50%
         or more of the total combined voting power of the Company's then
         outstanding securities;

                  (b) the merger, consolidation or other business combination of
         the Company (a "Transaction") that constitutes more than 50% of the
         total voting power of the stock of the Company, other than (A) a
         Transaction involving only the Company and one or more of its
         subsidiaries, or (B) a Transaction immediately following which the
         stockholders of the Company immediately prior to the Transaction
         continue to have a majority of the voting power in the resulting entity
         and no person (other than those covered by the exceptions in (a) above)
         becomes the beneficial owner of securities of the resulting entity
         representing more than 50% of the total voting power in the resulting
         entity;

                  (c) during any period of 12 months beginning on or after the
         Effective Date, the persons who were members of the Board immediately
         before the beginning of such period (the "Incumbent Directors") ceasing
         (for any reason other than death) to constitute at least a majority of
         the Board or the board of directors of any successor to the Company,
         provided that, any director who was not a director as of the Effective
         Date shall be deemed to be an Incumbent Director if such director was
         elected to the board of directors by, or on the recommendation of or
         with the approval of, at least two-thirds of the directors who then
         qualified as Incumbent Directors either actually or by prior operation
         of the foregoing unless such election, recommendation or approval
         occurs as a result of an actual or threatened election contest (as such
         terms are used in Rule 14a-11 of Regulation 14A promulgated under the
         Exchange Act or any successor provision) or other actual or threatened
         solicitation of proxies or contests by or on behalf of a person other
         than a member of the Board; or

                  (d) the approval by the stockholders of the Company of an
         agreement for the sale of all or substantially all of the Company's
         assets that results in more than 40% of the total gross fair market
         value of all of the assets of the Company other than the sale of all or
         substantially all of the assets of the Company to a person or persons
         who beneficially own, directly or indirectly, at least 50% or more of
         the combined voting power of the outstanding voting securities of the
         Company at the time of such sale.

                  Notwithstanding the foregoing, an event shall not be
         considered to be a "Change in Control" if, for purposes of Section 409A
         of the Code, such event would not be considered to be a "change in
         control event" under Section 409A of the Code.

         2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.
Any reference to any section of the Code shall also be a reference to any
successor provision and any Treasury Regulation promulgated thereunder.


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         2.7 "Committee" shall mean the Management Compensation and Development
Committee of the Board or such other committee of the Board which consists
solely of at least two non-employee directors, each of whom is intended to be an
"outside director," as defined under Section 162(m) of the Code and a
"non-employee director," as defined under Section 16(b) of the Exchange Act. In
the event that the Committee does not satisfy such requirements, it shall not
affect the validity of any contributions or deferral elections hereunder.

         2.8 "Common Stock" shall mean common stock, $.01 par value per share,
of the Company.

         2.9 "Company" shall mean Celgene Corporation or any successor
corporation by merger, consolidation or transfer of assets substantially as a
whole.

         2.10 "Deemed Dividends" shall mean the amount of dividends (whether
stock or cash), if any, which are declared on a share of Common Stock multiplied
by the number of shares of Common Stock credited to the Deferred Stock Account.

         2.11 "Deferred Bonus" shall mean the Bonus deferred by a Participant
under Section 5.1(ii) hereof.

         2.12 "Deferred Cash Account" shall mean the individual account to which
a Participant's book-entry contributions of Deferred Salary and Deferred Bonus
made pursuant to Article VII hereof shall be credited.

         2.13 "Deferred Compensation Account" shall mean a Participant's
Deferred Cash Account and Deferred Stock Account.

         2.14 "Deferred Restricted Stock" shall mean the Restricted Stock
deferred by a Participant under Section 5.1(iii) hereof.

         2.15 "Deferred Salary" shall mean the Salary deferred by a Participant
under Section 5.1(i) hereof.

         2.16 "Deferred Stock Account" shall mean the individual account
established pursuant to Article IX to which a Participant's Deferred Restricted
Stock and Deferred Stock Option Gains are credited.

         2.17 "Deferred Stock Option Gains" shall mean the Stock Option Gains
deferred under Section 5.1(iv) hereof.

         2.18 "Disability" shall mean: (i) a Participant is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months; or (ii) a
Participant is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Employer.


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         2.19 "Effective Date" shall mean January 1, 2005.

         2.20 "Eligible Employee" shall mean an Employee who is a member of a
select group of management or highly compensated employees and who is designated
by the Committee, in its sole discretion, as an Eligible Employee. The Committee
may designate, in its sole discretion, any such Employee as an Eligible Employee
solely with respect to the deferral of Salary, Bonus Restricted Stock or Stock
Option Gains or any combination thereof. Any Eligible Employee shall continue to
be eligible to participate in the Plan until he or she ceases to be an Eligible
Employee, whether by reason of his or her Termination of Employment or by reason
of the Committee's determination in its sole discretion that he or she should no
longer be designated as an Eligible Employee.

         2.21 "Eligible Stock Option" shall mean one or more nonqualified stock
options granted under the LTIP (including incentive stock options disqualified
as such and treated as nonqualified stock options) selected by the Committee in
its sole discretion as eligible for deferral of Stock Option Gains hereunder.

         2.22 "Employee" shall mean any person employed by the Employer
excluding any "leased employee," as defined in Section 414(n) of the Code, any
independent contractor or agent.

         2.23 "Employer" shall mean the Company and any Affiliate.

         2.24 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

         2.25 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         2.26 "LTIP" shall mean the Company's 1998 Long-Term Incentive Plan, as
amended from time to time and any other equity-based plan adopted by the Board
and designated by the Committee as an LTIP hereunder.

         2.27 "Matching Contribution" shall mean a matching contribution made by
the Employer pursuant to Article VI.

         2.28 "Parent" shall mean any parent corporation of the Company within
the meaning of Section 424(e) of the Code.

         2.29 "Participant" shall mean any Eligible Employee who: (i) elects to
defer his or her Salary, Bonus, Restricted Stock or Stock Option Gains in
accordance with the terms hereunder; and (ii) has a balance in his or her
Deferred Stock Account or Deferred Cash Account under the Plan. A Participant
shall cease to be permitted to defer his or her Salary, Bonus, Restricted Stock
or Stock Option Gains with regard to a Plan Year if he or she is not, or ceases
to be, an Eligible Employee with regard to the Plan or any aspect of the Plan
(I.E., solely with regard to the deferral of Salary, Bonus, Restricted Stock or
Stock Option Gains or any combination thereof).

         2.30 "Plan" shall mean the Celgene Corporation 2005 Deferred
Compensation Plan.


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         2.31 "Plan Year" shall mean the calendar year.

         2.32 "Restricted Stock" shall mean an award of shares of Common Stock
granted under the LTIP that is subject to restrictions under the LTIP and as
specified in the applicable restricted stock agreements, provided that such
award is selected by the Committee in its sole discretion as eligible for
deferral hereunder.

         2.33 "Retirement Age" shall mean a Participant's attainment of age 55.

         2.34 "Salary" shall mean a Participant's base monthly cash compensation
rate for services paid by the Employer to the Participant. Salary shall not
include commissions, bonuses, overtime pay, incentive compensation, benefits
paid under any qualified plan, any group medical, dental or other welfare plan,
noncash compensation, fringe benefits (cash and noncash), reimbursements or
other expense allowances or any other additional compensation and shall not
include amounts reduced pursuant to a Participant's salary reduction agreement
under Section 125 or Section 401(k) of the Code (if any) or a nonqualified
elective deferred compensation arrangement or any other deductions for premium
payments or offsets with regard to any health or welfare plan to the extent that
in each such case the reduction is to base cash compensation.

         2.35 "Stock-for-Stock Exercise" shall mean the payment of the exercise
price of the Eligible Stock Option with Common Stock owned by the Participant
for at least six months (and for which the Participant has good title free and
clear of any liens and encumbrances and has represented that he has owned the
shares of Common Stock for at least six months) based on the fair market value
of the Common Stock on the exercise date. The Committee (or its delegate), in
its sole discretion, shall determine whether payment of the exercise price of
the Eligible Stock Option with Common Stock may be accomplished through
attestation or by physical tender of the shares.

         2.36 "Stock Option Gains" shall mean the number of shares of Common
Stock equal in number to (i) the shares of Common Stock subject to an Eligible
Stock Option less (ii) the number of shares of Common Stock delivered to satisfy
the exercise price for the Eligible Stock Option pursuant to a Stock-for-Stock
Exercise.

         2.37 "Subsidiary" shall mean any corporation that is defined as a
subsidiary corporation in Section 424(f) of the Code.

         2.38 "Termination of Employment" shall mean termination of employment
as an Employee of the Employer for any reason whatsoever, including but not
limited to death, retirement, resignation, Disability, dismissal or, with
respect to a Participant who is an Employee of an Affiliate, the cessation of
such entity as an Affiliate. An Employee's transfer of employment from the
Company to any Affiliate, from any Affiliate to the Company and among the
Affiliates shall not be treated as Termination of Employment for purposes of the
Plan. Notwithstanding the foregoing, a Participant shall not be considered to
have experienced a Termination of Employment if, for purposes of Section 409A of
the Code, the Participant would not be considered to have had a "separation from
service."


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                                  ARTICLE III
                                 ADMINISTRATION

         3.1 THE COMMITTEE. The Plan shall be administered by the Committee.

         3.2 DUTIES OF THE COMMITTEE. The Committee (or its delegate) shall have
the exclusive right, power and authority to administer, apply and interpret the
Plan and any other Plan documents and to decide any questions and settle all
controversies and disputes that may arise in connection with the operation or
administration of the Plan. Without limiting the generality of the foregoing,
the Committee shall have the sole and absolute discretionary authority: (i) to
take all actions and make all decisions with respect to the eligibility for, and
the amount of, benefits payable under the Plan; (ii) to formulate, interpret and
apply rules, regulations and policies necessary to administer the Plan in
accordance with its terms; (iii) to decide questions, including legal or factual
questions, relating to the calculation and payment of benefits under the Plan;
(iv) to resolve and/or clarify any ambiguities, inconsistencies and omissions
arising under the Plan or other Plan documents; and (v) to process and approve
or deny benefit claims and rule on any benefit exclusions. All determinations
made by the Committee (or any delegate) with respect to any matter arising under
the Plan and any other Plan documents including, without limitation, the
interpretation and administration of the Plan shall be final, binding and
conclusive on all parties.

         3.3 ADVISORS. The Company, the Board or the Committee may employ such
legal counsel, consultants and agents as it may deem desirable for the
administration of the Plan, and the Committee may rely upon any advice or
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. Expenses incurred for the engagement
of such counsel, consultant or agent shall be paid by the Company. The Committee
may also rely on information, and consider recommendations, provided by the
Board or the executive officers of the Company.

         3.4 ACTION BY MAJORITY. Decisions of the Committee shall be made by a
majority of its members attending a meeting at which a quorum is present (which
meeting may be held telephonically), or by written action in accordance with
applicable law.

         3.5 LIABILITY OF COMMITTEE MEMBERS. No member of the Committee and no
officer, director or employee of the Employer shall be liable for any action or
inaction with respect to his or her functions under the Plan unless such action
or inaction is adjudged to be due to fraud. Further, no such person shall be
personally liable merely by virtue of any instrument executed by him or her or
on his or her behalf in connection with the Plan.

         3.6 INDEMNIFICATION OF COMMITTEE MEMBERS. Each Employer shall
indemnify, to the full extent permitted by law and its Certificate of
Incorporation and By-laws (but only to the extent not covered by insurance) its
officers and directors (and any employee involved in carrying out the functions
of the Employer under the Plan) and each member of the Committee against any
expenses, including amounts paid in settlement of a liability, which are
reasonably incurred in connection with any legal action to which such person is
a party by reason of his or her duties or responsibilities with respect to the
Plan (other than as a Participant).


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         3.7 SECURITIES LAW COMPLIANCE. The Committee shall impose such rules
designed to facilitate compliance with Federal and state securities laws,
including to the extent applicable, the limitations of Section 4(2) and Rule 701
under the Securities Act of 1933, as amended, and shall have the authority to
suspend the Plan and take any action necessary, including revoking a
Participant's deferral elections, prospectively and/or retroactively, to ensure
that the Plan complies with Federal and state securities laws.

                                   ARTICLE IV
                     SHARES; ADJUSTMENT UPON CERTAIN EVENTS

         4.1 SHARES TO BE DELIVERED. Shares to be delivered under the Plan shall
be shares of Common Stock held under the LTIP with respect to: (i) shares of
Restricted Stock deferred as Deferred Restricted Stock upon the vesting of the
Restricted Stock; and (ii) shares of Common Stock deferred as Deferred Stock
Option Gains upon the exercise of an Eligible Stock Option.

         4.2 ADJUSTMENTS UPON CERTAIN EVENTS.

                  (a) ADJUSTMENTS. The existence of the Plan and any Deferred
         Stock Account shall not affect in any way the right or power of the
         Board or the stockholders of the Company to make or authorize any
         adjustment, recapitalization, reorganization or other change in the
         Company's capital structure or its business, any merger or
         consolidation of the Company, any issue of bonds, debentures, preferred
         or prior preference stocks ahead of or affecting Common Stock, the
         dissolution or liquidation of the Company or any sale or transfer of
         all or part of the assets or business of the Company, or any other
         corporate act or proceeding.

                  (b) CAPITAL STRUCTURE. In the event of (i) any such change in
         the capital structure or business of the Company by reason of any stock
         dividend or distribution, stock split or reverse stock split,
         recapitalization, reorganization, merger, consolidation, split-up,
         combination or exchange of shares, distribution with respect to its
         outstanding Common Stock or capital stock other than Common Stock, sale
         or transfer of all or part of its assets or business, reclassification
         of its capital stock, or any similar change affecting the Company's
         capital structure or business and (ii) the Committee determines an
         adjustment is appropriate under the Plan, then the aggregate number and
         kind of shares of Common Stock held in the Deferred Stock Account shall
         be appropriately adjusted consistent with such change in such manner as
         the Committee may deem necessary to reflect the change, and any such
         adjustment determined by the Committee shall be binding and conclusive
         on the Company and all Participants and their respective heirs,
         executors, administrators, successors and assigns.

                  (c) FRACTIONAL SHARES. Fractional shares of Common Stock
         resulting from any adjustment in shares of Common Stock pursuant to
         Section 4.2(a) or (b) or any other provision hereunder shall be
         aggregated until, and eliminated at, the time of exercise by
         rounding-down for fractions less than one-half and rounding-up for
         fractions equal to or greater than one-half. No cash settlements shall
         be made with respect to fractional shares eliminated by rounding. Any
         adjustment under Section 4.2 hereof (whether or not notice is given)
         shall be effective and binding for all purposes of the Plan.


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                                   ARTICLE V
                               DEFERRAL ELECTIONS

         5.1 ELECTION TO DEFER. An Eligible Employee may elect in writing on a
form prescribed by the Employer to defer the receipt of all or a portion (in
whole percentages) of his or her: (i) Salary, subject to a maximum deferral of
25% of his or her Salary; (ii) Bonus; (iii) Restricted Stock, subject to a
minimum deferral of 50% of each award of Restricted Stock granted to the
Eligible Employee; and (iv) Stock Option Gains, subject to a minimum deferral of
50% of each award of Eligible Stock Options granted to the Eligible Employee. To
the extent that an Employee is designated as an Eligible Employee solely with
respect to Salary, Bonus, Restricted Stock or Stock Option Gains (or any
combination thereof), such Eligible Employee's elections hereunder shall apply
solely to such aspect of the Plan. All deferral elections made pursuant to this
Article V are subject to Article I.

                  5.2 TIMING AND MANNER OF SALARY AND BONUS DEFERRAL ELECTIONS.

                  (a) METHOD OF ELECTION. Any election to prospectively defer
         payment of a Participant's Salary or Bonus during a Plan Year may be
         made by the Participant in writing on a form prescribed by the Employer
         at any time on or before the last day of the Plan Year preceding the
         Plan Year in which the Salary or Bonus is earned; provided, however,
         that if any Bonus is performance-based compensation (within the meaning
         of Section 409A(a)(4)((B)(iii) of the Code) based on services performed
         over a period of at least 12 months, such election may be made no later
         than six months before the end of the period.

                  (b) MID-YEAR PARTICIPATION. If an Employee first becomes an
         Eligible Employee during a Plan Year, he or she may elect to defer
         payment of Salary or Bonus with respect to such Plan Year prior to the
         end of the 30 day period following the date on which he or she becomes
         an Eligible Employee or, if later, the end of the period permitted for
         such an election pursuant to Section 409A of the Code, in writing on a
         form prescribed by the Employer.

                  (c) IRREVOCABLE ELECTION. A Participant's election to defer a
         Participant's Salary or Bonus under this Article V is irrevocable. An
         election with respect to a Participant's Salary or Bonus is valid only
         for the Plan Year with respect to which the election is made. If a new
         election is not made with respect to any subsequent Plan Year under
         Section 5.2(a), a Participant's Salary or Bonus earned in such Plan
         Year shall not be deferred under the Plan.

         5.3 TIMING AND MANNER OF RESTRICTED STOCK AND STOCK OPTION GAINS
DEFERRAL ELECTIONS.

                  (a) METHOD OF ELECTION. Any election to prospectively defer
         payment of a Participant's Restricted Stock or Stock Option Gains may
         be made by the Participant in writing on a form prescribed by the
         Employer at any time on or before the last day of the Plan Year
         preceding the Plan Year in which the Restricted Stock or Eligible Stock
         Option is granted, if any (or such later time permitted by Section 409A
         of the Code, as determined by the Committee).


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                  (b) MID-YEAR PARTICIPATION. If an Employee first becomes an
         Eligible Employee during a Plan Year, he or she may elect to defer
         payment of Restricted Stock or Stock Option Gains (if any) prior to the
         end of the 30 day period following the date on which he or she becomes
         an Eligible Employee or, if later, the end of the period permitted for
         such an election pursuant to Section 409A of the Code, in writing on a
         form prescribed by the Employer.

                  (c) IRREVOCABLE ELECTION. A Participant's election to defer
         payment of a Participant's Restricted Stock or Stock Option Gains under
         this Article V is irrevocable. An election with respect to a
         Participant's Restricted Stock or Stock Option Gains is valid only with
         respect to Restricted Stock and Eligible Stock Options granted during
         the Plan Year with respect to which the election is made. If a new
         election is not made with respect to any subsequent Plan Year under
         Section 5.3(a), a Participant's Restricted Stock or Stock Option Gains
         granted in such Plan Year shall not be deferred under the Plan.

         5.4 CHANGE IN STATUS. An election made pursuant to Article V by a
Participant who ceases to be an Eligible Employee but who does not incur a
Termination of Employment shall remain in effect and such Participant shall not
be entitled to receive a distribution of all or a portion of his or her Deferred
Compensation Account from the Plan solely as a result of such change in status.

                                   ARTICLE VI
                             MATCHING CONTRIBUTIONS

         The Employer may, in its sole discretion, make a contribution to a
Participant's Deferred Cash Account equal to a percentage of a Participant's
Deferred Salary for any Plan Year as determined by the Committee in its sole
discretion.

                                  ARTICLE VII
                     ESTABLISHMENT OF DEFERRED CASH ACCOUNT

         7.1 BOOK ENTRY OF DEFERRALS. Deferred Salary and Deferred Bonus shall
be credited as a book entry to a Participant's Deferred Cash Account in the name
of the Participant not later than the last day of the calendar month in which
such amount would otherwise be payable to the Participant. Matching
Contributions (if any) shall be credited as a book entry to a Participant's
Deferred Cash Account in the name of the Participant not later than the last day
of the calendar quarter with respect to which the Participant's Deferred Salary
eligible for the Matching Contribution is credited to the Participant's Deferred
Cash Account.

         7.2 BOOK ENTRY EARNINGS AND LOSSES. Earnings and losses shall be
credited to a Participant's Deferred Cash Account in accordance with the
provisions of Article VIII.

         7.3 VESTING. A Participant's Deferred Cash Account shall be fully
vested at all times.


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                                  ARTICLE VIII
                       ADDITIONS TO DEFERRED CASH ACCOUNT

         8.1 MEASURING ALTERNATIVE. The measuring alternative used for the
measurement of earnings on the amounts in a Participant's Deferred Cash Account
shall be selected by the Committee, unless the Committee decides in its sole
discretion to allow each Participant to select in writing, on a form prescribed
by the Committee, from among the various measuring alternatives offered by the
Committee. In the event that various measuring alternatives are made available,
each Participant may change the selection of his or her measuring alternative as
of the beginning of any calendar quarter (or at such other times and in such
manner as prescribed by the Committee, in its sole discretion), subject to such
notice and other administrative procedures as may be established by the
Committee. In addition, in the event that various measuring alternatives are
made available to the Participants, one such alternative shall include the prime
rate of interest as reported in the Money Rates section of The Wall Street
Journal as of the first business day of each quarter within a Plan Year. If the
Committee does not make various measuring alternatives available to the
Participants, the measuring alternative selected by the Committee shall not be
less than the prime rate of interest as reported in the Money Rates section of
The Wall Street Journal as of the first business day of each quarter within a
Plan Year.

         8.2 CREDITING OF EARNINGS AND LOSSES. The Committee shall credit the
earnings and losses computed under this Article VIII to the balance in each
Participant's Deferred Cash Account as of the last business day of each calendar
quarter, or such other dates as are selected by the Committee, in its sole
discretion, at a rate equal to the performance of the measuring alternative
selected by the Committee for the calendar quarter (or such other applicable
period) or, if the Committee allows each Participant to select from among
various measuring alternatives, at a rate equal to the performance of the
measuring alternative selected by the Participant for the calendar quarter (or
such other applicable period) to which such selection relates.

         8.3 RULES AND PROCEDURES. The Committee may, in its sole discretion,
establish rules and procedures for the crediting of earnings and losses to the
Deferred Cash Account and, if applicable, the election of measuring alternatives
pursuant to this Article VIII.

                                   ARTICLE IX
                     ESTABLISHMENT OF DEFERRED STOCK ACCOUNT

         9.1 BOOK ENTRY CREDITING OF DEFERRALS. Deferred Restricted Stock and
Deferred Stock Option Gains shall be credited to the Participant's Deferred
Stock Account not later than the date such amount would otherwise be payable to
the Participant. Unless a "rabbi trust" is used as permitted under Article XV,
actual shares of Common Stock shall not be placed in the Participant's Deferred
Stock Account and instead, a Participant's Deferred Stock Account shall be
credited on a book entry basis and shall be deemed to be credited with such
shares of Common Stock. Notwithstanding the foregoing, with respect to Deferred
Restricted Stock, the Company shall retain custody of the shares of Deferred
Restricted Stock during the applicable restriction period and shall credit on a
book entry basis such deemed shares to the Participant's Deferred Stock Account
not later than the date immediately prior to the date the applicable restriction
period expires. With respect to a Participant's election to defer Deferred Stock
Option Gains, the Company shall credit on a book entry basis deemed shares equal
to the Deferred Stock Option Gains to the Participant's Deferred Stock Account
upon the Participant's exercise of an Eligible Stock Option.


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         9.2 VESTING. A Participant's Deferred Stock Account shall be fully
vested at all times, except that with regard to Deferred Restricted Stock, such
shares shall not be vested until the date the applicable restriction period
expires.

         9.3 OWNERSHIP. For as long as shares of Common Stock are held or deemed
to be held by a Participant's Deferred Stock Account, the Participant shall not
have any rights as a stockholder of the Company with respect to shares of Common
Stock held or deemed to be held in a Participant's Deferred Stock Account,
except with respect to the right to have Deemed Dividends, if any, credited to
his or her Deferred Stock Account and adjustment of the shares of Common Stock
under the Deferred Stock Account pursuant to Article IV.

                                   ARTICLE X
                       ADDITIONS TO DEFERRED STOCK ACCOUNT

         10.1 PLAN INVESTMENTS. Amounts deferred under the Plan to the Deferred
Stock Account shall be held or deemed to be held solely in the form of Common
Stock.

         10.2 DIVIDENDS. At such time or times as any dividends on Common Stock
shall be distributed to the Company's stockholders, the Company shall credit to
the Deferred Stock Account the Deemed Dividends. Deemed Dividends so credited to
the Deferred Stock Account which are cash dividends shall be reinvested (or
deemed to be reinvested) in shares of Common Stock (based on the fair market
value of such shares on the date the dividend is paid).

                                   ARTICLE XI
                        PAYMENT OF DEFERRED CASH ACCOUNT

         11.1 FORM OF PAYMENT.

                  (a) INITIAL ELECTIONS. Except as otherwise provided in this
         Article XI, a Participant's Deferred Compensation Account shall be paid
         to the Participant in five approximately equal annual installments
         commencing on the six month anniversary of the Participant's
         Termination of Employment and paid on each annual anniversary
         thereafter unless, at the time the Participant elects to make a
         deferral pursuant to Article V, the Participant elects to receive
         payment of his or her Deferred Compensation Account in installment
         payments as follows:

                          (i) in 10 approximately equal annual installments
         commencing on the six month anniversary of the Participant's
         Termination of Employment and paid on each annual anniversary
         thereafter; or

                          (ii) in 15 approximately equal annual installments
         commencing on the six month anniversary of the Participant's
         Termination of Employment and paid on each annual anniversary
         thereafter.


                                      -11-
<PAGE>

                  (b) TIMING OF ELECTIONS TO CHANGE FORM OF DISTRIBUTION. Except
         as otherwise required by Section 409A of the Code, a Participant may
         change the form of distribution elected pursuant to Section 11.1(a)
         prior to the date distributions commence in accordance with the
         following requirements:

                          (i) subject to subsections (ii) and (iii), a
         Participant's election does not take effect until at least 12
         months after the date on which the election is made and filed with
         the Employer;

                          (ii) the first distribution with respect to which such
         election is made is deferred for a period of at least five years
         from the date such distribution would otherwise have been made
         (except in the case of a distribution upon an Unforeseeable
         Emergency or the Participant's death or Disability); and

                          (iii) such election is made at least 12 months prior
         to the distribution date.

         The Participant's Deferred Compensation Account shall be paid out in
accordance with such election and the terms of this Plan. Each installment shall
be equal to the: (1) then amount in the Participant's Deferred Cash Account
divided by the remaining payments to be made; and (2) the number of shares of
Common Stock in the Participant's Deferred Stock Account divided by the
remaining payments to be made. In no event may a Participant change his or her
election once distributions commence. Amounts remaining in the Participant's
Deferred Compensation Account during the payment of installments hereunder shall
continue to be credited with earnings and losses in accordance with Articles
VIII and X, as applicable, credited with Deemed Dividends in accordance with
Article IX and adjusted to the extent required under Article IV until such
amounts are paid.

         All payments from the Deferred Stock Account shall be payable solely in
shares of Common Stock. Any remaining fractional shares of Common Stock shall be
treated in the manner described in Section 4.2(c) hereof. All payments from the
Deferred Cash Account shall be payable solely in cash. A Participant shall not
be entitled to, and the Employer shall not be obligated to pay to such
Participant, the whole or any part of the amounts deferred under the Plan,
except as provided in the Plan.

         11.2 TIMING OF PAYMENT. (a) GENERAL RULE. Installment payments (as
described in Section 11.1 above) from the Deferred Compensation Account shall
commence being paid to the Participant following the Participant's Termination
of Employment.

                  (b) DEATH. Notwithstanding the foregoing, if a Participant
         dies prior to the date distributions commence, the Deferred
         Compensation Account shall be distributed to the Participant's
         Beneficiary, to the extent no adverse tax consequences are triggered
         under Section 409A of the Code, in the form of a lump sum distribution
         as soon as administratively feasible thereafter; otherwise, the
         Deferred Compensation Account shall be distributed in accordance with
         the Participant's election under Section 11.1(a). If a Participant dies
         after the date distributions commence, the Deferred Compensation
         Account shall continue to be distributed to the Participant's
         Beneficiary in accordance with the Participant's election under Section
         11.1(a).


                                      -12-
<PAGE>

                  (c) CHANGE IN CONTROL. Upon the occurrence of a Change in
         Control, the Deferred Compensation Account shall be distributed, to the
         extent no adverse tax consequences are triggered under Section 409A of
         the Code, in a lump sum payment; otherwise, the Deferred Compensation
         Account shall be distributed in accordance with the Participant's
         election under Section 11.1(a).

         11.3 HARDSHIP DISTRIBUTIONS.

                  (a) DISTRIBUTION ON ACCOUNT OF HARDSHIP. Upon the request of a
         Participant, the Committee, in its sole discretion, may approve the
         payment of an immediate lump sum cash distribution to a Participant of
         all or a portion of such Participant's Deferred Cash Account due to the
         Participant's Hardship.

                  (b) HARDSHIP. For the purposes of this Section 11.3, a
         Participant shall experience a "Hardship" if, and only if, such
         Participant experiences an immediate and heavy financial need and the
         withdrawal is necessary to pay for expenses directly resulting from an
         "Unforeseeable Emergency." An Unforeseeable Emergency is a severe
         financial hardship to the Participant resulting from an illness or
         accident of the Participant or of a dependent (as defined in Section
         152(a) of the Code) of the Participant, loss of the Participant's
         property due to casualty, or other similar extraordinary and
         unforeseeable circumstances arising as a result of events beyond the
         control of the Participant. The circumstances constituting an
         Unforeseeable Emergency shall depend upon the facts of each case, but,
         in any event, shall not be made to the extent that such Hardship is or
         may be relieved: (i) through reimbursement or compensation by insurance
         or otherwise; or (ii) by liquidation of the Participant's assets, to
         the extent the liquidation of such assets would not itself cause severe
         financial hardship.

                  (c) LIMIT ON AMOUNT OF HARDSHIP DISTRIBUTION. The amount of a
         distribution of a Participant's Deferred Cash Account shall not exceed
         the amount necessary to alleviate the Participant's Hardship plus an
         amount necessary to cover applicable taxes reasonably anticipated as a
         result of the distribution, subject to approval by the Committee.

                  (d) SUBSTANTIATION. A Participant must provide documentation
         to the Committee reasonably substantiating his or her Hardship.

                  11.4 DEMINIMIS DISTRIBUTIONS. Notwithstanding anything herein
         to the contrary, if a Participant's Deferred Compensation Account
         balance is $10,000 or less at the time of distribution (for this
         purpose, shares of Common Stock in a Participant's Deferred Stock
         Account shall be valued based on the fair market value of the shares of
         Common Stock at the time of distribution), such balance shall be
         distributed in a lump sum no later than two and one-half months after
         the Participant's Termination of Employment or, if later, by December
         31 of the calendar year in which the Participant's Termination of
         Employment occurs.


                                      -13-
<PAGE>

                                  ARTICLE XII
                                CLAIMS PROCEDURE

         Any claim by a Participant or Beneficiary ("Claimant") with respect to
eligibility, participation, contributions, benefits or other aspects of the
operation of the Plan shall be made in writing to the Committee or such other
person designated by the Committee from time to time for such purpose. If the
Committee believes that the claim should be denied, the Committee shall notify
the Claimant in writing of the denial of the claim within 90 days after receipt
thereof (this period may be extended an additional 90 days in special
circumstances and, in such event, the Claimant shall be notified in writing of
the extension). The written notice of extension shall indicate the special
circumstances requiring the extension of time and provide the date by which the
Committee expects to make a determination with respect to the claim. If the
extension is required due to the Claimant's failure to submit information
necessary to decide the claim, the period for making the determination shall be
tolled from the date on which the extension notice is sent to the Claimant until
the earlier of: (i) the date on which the Claimant responds to the Committee's
request for information, or (ii) expiration of the 45 day period commencing on
the date that the Claimant is notified that the requested additional information
must be provided. If notice of the denial of a claim is not furnished within the
required time period described herein, the claim shall be deemed denied as of
the last day of such period.

         If a claim is wholly or partially denied, the notice to the Claimant
shall set forth: (i) the specific reason or reasons for the denial making
reference to the pertinent provisions of the Plan or of Plan documents on which
the denial is based; (ii) describe any additional material or information
necessary to perfect the claim, and explain why such material or information, if
any, is necessary; (iii) inform the Claimant of his or her right pursuant to
this section to request review of the decision; and (iv) a statement of the
Claimant's right to bring a civil action under Section 502(a) of ERISA following
an adverse determination on review.

         A Claimant may appeal the denial of a claim by submitting a written
request for review to the Committee, within 60 days after the date on which such
denial is received or if no notification was provided, the date the claim is
deemed denied. Such period may be extended by the Committee for good cause
shown. The claim will then be reviewed by the Committee. A Claimant or his or
her duly authorized representative may discuss any issues relevant to the claim,
may upon request and free of charge, be provided with reasonable access to, and
copies of, relevant documents, records and other information relevant to the
Claimant's claim and may submit issues and comments in writing. If the Committee
deems it appropriate, it may hold a hearing as to a claim. If a hearing is held,
the Claimant shall be entitled to be represented by counsel. The Committee shall
decide whether or not to grant the claim within 60 days after receipt of the
request for review, but this period may be extended by the Committee for up to
an additional 60 days in special circumstances. Written notice of any such
special circumstances shall be sent to the Claimant. Any claim not decided upon
in the required time period shall be deemed denied. If the claim upon review is
denied, the notice to the Claimant shall set forth: (i) the specific reason or
reasons for the decision, with references to the specific Plan provisions on
which the determination is based; (ii) a statement that the Claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the claim; and
(iii) a statement of the Claimant's right to bring a civil action under Section
502(a) of ERISA. All interpretations, determinations and decisions of the
Committee with respect to any claim shall be made in its sole discretion based
on the Plan and other relevant documents and shall be final, conclusive and
binding on all persons.


                                      -14-
<PAGE>

         The Committee may at any time alter the claims procedure set forth
above, provided that the revised claims procedure complies with ERISA and the
regulations issued thereunder.

         The claims procedures set forth in this Section are intended to comply
with United States Department of Labor Regulation ss. 2560.503-1 and should be
construed in accordance with such regulation. In no event shall it be
interpreted as expanding the rights of Claimants beyond what is required by
United States Department of Labor Regulation ss. 2560.503-1. A Claimant must
exhaust all administrative remedies under the Plan prior to bringing an action
under ERISA or otherwise.

                                  ARTICLE XIII
                           NON-ALIENATION OF BENEFITS

         A Participant's Deferred Compensation Account shall not be subject to
alienation, transfer, pledge, assignment, attachment, encumbrance, garnishment,
execution or levy of any kind, and any attempt to cause any benefits to be so
subjected shall not be recognized.

                                  ARTICLE XIV
                      TERMINATION OR AMENDMENT OF THE PLAN

         Notwithstanding any other provision of the Plan, the Board or Committee
may at any time, and from time to time, amend, in whole or in part, any or all
of the provisions of the Plan or any election hereunder, or suspend or terminate
it entirely, retroactively or otherwise (including, without limitation, any
amendment to the Plan or any election to comply with Section 409A of the Code).
Upon a termination or suspension of the Plan, a Participant's Deferred
Compensation Account shall be distributed in accordance with the Participant's
elections pursuant to Section 11.1, provided that: (i) if the Plan is terminated
prior to January 1, 2006, a Participant's Deferred Compensation Account shall be
distributed in a lump sum as soon as practicable after such termination, but in
no event later than December 31, 2005; or (ii) the Board or the Committee may,
in its discretion, terminate the Plan and distribute a Participant's Deferred
Compensation Account in a lump sum, in each case, within 12 months after a
Change in Control.

                                   ARTICLE XV
                                  UNFUNDED PLAN

         The Plan shall not be construed to require the Employer to fund any of
the benefits payable under the Plan or to set aside or earmark any monies or
other assets specifically for payments under the Plan. The Plan is intended to
constitute an "unfunded" plan for incentive compensation and any amounts payable
hereunder shall be paid by the Employer out of its general assets. Participants
and their designated Beneficiaries shall not have any interest in any specific
asset of the Employer as a result of the Plan. Nothing contained in the Plan and
no action taken pursuant to the provisions of the Plan shall create or be
construed to create a trust of


                                      -15-
<PAGE>

any kind, or a fiduciary relationship amongst any Employer, the Committee, and
the Participants, their designated Beneficiaries or any other person. Any funds
which may be invested under the provisions of the Plan shall continue for all
purposes to be part of the general funds of the applicable Employer and no
person other than the applicable Employer shall by virtue of the provisions of
the Plan have any interest in such funds. With respect to any payments as to
which a Participant has a fixed and vested interest but which are not yet made
to a Participant by the applicable Employer, nothing contained herein shall give
any such Participant any rights that are greater than those of an unsecured
general creditor of the applicable Employer. The Employer may establish a "rabbi
trust" to hold the shares of Common Stock hereunder and to pay the shares of
Common Stock payable hereunder, except in connection with changes in the
Employer's financial health as provided in Section 409A of the Code. If the
Employer decides to establish any advance accrued reserve on its books against
the future expense of benefits payable hereunder, or if the Employer is required
to fund a trust under the Plan, such reserve or trust shall not under any
circumstances be deemed to be an asset of the Plan.

                                  ARTICLE XVI
                               GENERAL PROVISIONS

         16.1 WITHHOLDING OF TAXES. The Employer shall have the right to make
such provisions as it deems necessary or appropriate to satisfy any obligations
it may have to withhold Federal, state or local income or other taxes incurred
by reason of payments pursuant to the Plan and the Participant shall pay to the
Employer, or make arrangements satisfactory to the Employer with regard to its
withholding obligations. In lieu thereof, the Employer shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
the Employer to the Participant upon such terms and conditions as the Committee
may prescribe[, which subject to the Committee's prior approval, may include
withholding of amounts payable from the Deferred Compensation Account including
shares of Common Stock].

         16.2 OTHER PLANS. Nothing contained in the Plan shall prevent the Board
or Committee from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific
cases.

         16.3 OTHER BENEFITS. No payment under the Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Employer nor affect any benefits under any other benefit plan now or
subsequently in effect under which the availability or amount of benefits is
related to the level of compensation.

         16.4 NO RIGHT TO EMPLOYMENT. Neither the Plan nor the deferral of any
amount hereunder shall impose any obligations on the Employer to retain any
Participant as an Employee nor shall it impose on the part of any Participant
any obligation to remain as an Employee of the Employer.

         16.5 COSTS. The Company shall bear all expenses included in
administering the Plan.

         16.6 MINORS AND INCOMPETENTS. In the event that the Committee finds
that a Participant is unable to care for his or her affairs because of illness
or accident, then benefits payable


                                      -16-
<PAGE>

hereunder, unless claim has been made therefore by a duly appointed guardian,
committee, or other legal representative, may be paid in such manner as the
Committee shall determine, and the application thereof shall be a complete
discharge of all liability for any payments or benefits to which such
Participant was or would have been otherwise entitled under the Plan. Any
payments to a minor from the Plan may be paid by the Committee in its sole and
absolute discretion (i) directly to such minor; (ii) to the legal or natural
guardian of such minor; or (iii) to any other person, whether or not appointed
guardian of the minor, who shall have the care and custody of such minor. The
receipt by such individual shall be a complete discharge of all liability under
the Plan therefor.

         16.7 SECTION 16(B) OF THE EXCHANGE ACT. To the extent applicable, all
elections and transactions under the Plan by persons subject to Section 16 of
the Exchange Act involving shares of Common Stock are intended to comply with
any applicable condition under Rule 16b-3. The Committee may establish and adopt
written administrative guidelines, designed to facilitate compliance with
Section 16(b) of the Exchange Act, as it may deem necessary or proper for the
administration and operation of the Plan and the transaction of business
thereunder.

         16.8 TOP-HAT STATUS. The Plan is intended to constitute a "top-hat"
pension plan under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. To the
extent necessary to comply with the top-hat requirements, the Committee may
terminate an Eligible Employee as a Participant and, to the extent no adverse
tax consequences are triggered under Section 409A of the Code, may, in its sole
discretion, distribute his or her Deferred Compensation Account.

         16.9 SECTION 162(M) OF THE CODE. The portion of the Plan attributable
to the Stock Option Gains and Deferred Stock Option Gains is intended to comply
with Section 162(m) of the Code and shall be interpreted as part of the LTIP.

         16.10 REPRESENTATION AND LEGEND. The Committee may require each person
receiving shares of Common Stock hereunder to represent to and agree with the
Company in writing that the Participant is acquiring the shares without a view
to distribution thereof. In addition to any legend required by the Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer.

All certificates for shares of Common Stock delivered under the Plan shall be
subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed or any national securities association system upon whose
system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

         16.11 LISTING AND OTHER CONDITIONS.

                  (a) As long as the Common Stock is listed on a national
         securities exchange or system sponsored by a national securities
         association, the issue of any shares of Common Stock hereunder shall be
         conditioned upon such shares being listed on such


                                      -17-
<PAGE>

         exchange or system. The Company shall have no obligation to issue such
         shares unless and until such shares are so listed, and the right to
         receive any shares of Common Stock shall be suspended until such
         listing has been effected.

                  (b) If at any time counsel to the Company shall be of the
         opinion that any sale or delivery of shares of Common Stock hereunder
         is or may in the circumstances be unlawful or result in the imposition
         of excise taxes on the Company under the statutes, rules or regulations
         of any applicable jurisdiction, the Company shall have no obligation to
         make such sale or delivery, or to make any application or to effect or
         to maintain any qualification or registration under the Securities Act
         of 1933, as amended, or otherwise with respect to shares of Common
         Stock issued hereunder and the right to receive any shares of Common
         Stock shall be suspended until, in the opinion of said counsel, such
         sale or delivery shall be lawful or will not result in the imposition
         of excise taxes on the Company.

         Upon termination of any period of suspension under this Section 16.11,
any shares of Common Stock affected by such suspension which remain payable
shall be payable as to all shares payable before such suspension and as to
shares which would otherwise have become payable during the period of such
suspension.

         16.12 ASSIGNMENT. The Plan shall be binding upon and inure to the
benefit of the Company, its successors and assigns and the Participants and
their heirs, executors, administrators and legal representatives. In the event
that the Company sells all or substantially all of the assets of its business
and the acquiror of such assets assumes the obligations hereunder, the Company
shall be released from any liability imposed herein and shall have no obligation
to provide any benefits payable hereunder.

         16.13 GOVERNING LAW. Except to the extent preempted by ERISA or other
Federal law, the Plan shall be governed by and construed in accordance with the
laws of the State of New Jersey (regardless of the law that might otherwise
govern under applicable New Jersey principles of conflict of laws).

         16.14 SEVERABILITY OF PROVISIONS. If any provision of the Plan shall be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.

         16.15 CONSTRUCTION. Wherever any words are used in the Plan in the
masculine gender they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were
also used in the plural form in all cases where they would so apply.

         16.16 HEADINGS AND CAPTIONS. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.


                                      -18-