Filed by Bowne Pure Compliance







Exhibit 10.1




Celgene Corporation

2008 Stock Incentive Plan




Article 1.

PURPOSE




The purpose of this Celgene Corporation 2008 Stock Incentive Plan (the “Plan”) (formerly known as the 1998 Stock
Incentive Plan, and, prior to April 23, 2003, as the 1998 Long-Term Incentive Plan), is to enhance the profitability
and value of the Company and its Affiliates for the benefit of its stockholders by enabling the Company to offer
selected management (excluding Non-Employee Directors) and other employees of the Company and its Affiliates, stock
based incentives and other equity interests in the Company, thereby creating a means to raise the level of stock
ownership by employees in order to attract, retain and reward such employees and strengthen the mutuality of interests
between employees and the Company’s stockholders.



Article 2.

DEFINITIONS




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



2.1 “Affiliate” shall mean other than the Company, (i) any Subsidiary,(ii) any corporation in an unbroken chain of
corporations ending with the Company which owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain, (iii) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which is 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, or
(iv) any other entity, approved by the Committee as an Affiliate under the Plan, 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;
provided that the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A
of the Code or otherwise does not subject the Award to Section 409A of the Code.



2.2 “Award” shall mean any award under this Plan of any Stock Option, Restricted Stock, Stock Appreciation Right,
Other Stock-Based Award or Performance-Based Award. All Awards, shall be granted by, confirmed by, and subject to the
terms of, a written agreement executed by the Company and the Participant.



2.3 “Board” or “Board of Directors” shall mean the Board of Directors of the Company.


 


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2.4 “Cause” shall mean, with respect to a Participant’s Termination of Employment: (i) in the case where there is
no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the
Company or an Affiliate and the Participant at the time of the relevant grant or Award, or where there is an employment
agreement, consulting agreement, change in control agreement or similar agreement in effect at the time of the relevant
grant or Award but such agreement does not define “cause” (or words of like import), termination due to a Participant’s
dishonesty, fraud, insubordination, willful misconduct, refusal to perform services (for any reason other than illness
or incapacity) or materially unsatisfactory performance of his or her duties for the Company or an Affiliate or (ii) in
the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement
in effect between the Company or an Affiliate and the Participant at the time of the relevant grant or Award that
defines “cause” (or words of like import) and a “cause” termination would be permitted under such agreement at that
time, termination that is or would be deemed to be for “cause” (or words of like import) as defined under such
agreement; provided, that with regard to any agreement that conditions “cause” on occurrence of a change in control,
such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to
a termination thereafter.



2.5 “Change in Control” shall have the meaning set forth in Article 12.



2.6 “Code” shall mean the Internal Revenue Code of 1986, as amended.



2.7 “Committee” shall mean the Compensation Committee of the Board or such other committee or subcommittee
appointed from time to time by the Board, which shall be intended to consist of two (2) or more non-employee directors,
each of whom shall be, to the extent required by Rule 16b-3 (as defined herein), a “non-employee director” as defined
in Rule 16b-3 and, to the extent required by Section 162(m) of the Code and any regulations thereunder, an “outside
director” as defined under Section 162(m) of the Code and to the extent required by NASD Rule 4200(a)(15) of the
Financial Industry Regulatory Authority Rulebook or such other applicable stock exchange rule, an ‘independent
director. Notwithstanding the foregoing, if and to the extent that no Committee exists which has the authority to
administer the Plan, the functions of the Committee shall be exercised by the Board. If for any reason the appointed
Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance with the
requirements of Rule 16b-3 or Section 162(m) of the Code shall not affect the validity of the Awards, grants,
interpretations or other actions of the Committee.



2.8 “Common Stock” means the common stock, $.01 par value per share, of the Company.



2.9 “Company” means Celgene Corporation, a Delaware corporation, and its successors by merger, consolidation or
otherwise.



2.10 “Disability” shall mean, with respect to an Eligible Employee, a permanent and total disability as defined in
Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the
Committee or the Board, as the case may be, of the Disability. Notwithstanding the foregoing, for Awards that are
subject to Section 409A of the Code, Disability shall mean that an Eligible Employee is disabled under Section
409A(a)(2)(C)(i) or (ii) of the Code.



2.11 “Effective Date” shall mean April 16, 2008, subject to Article 16.



2.12 “Eligible Employees” shall mean the employees of the Company and its Affiliates who are eligible pursuant to
Article 5 to be granted Awards under this Plan.



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2.13 “Exchange Act” shall mean the Securities Exchange Act of 1934.



2.14 “Fair Market Value” for purposes of this Plan, unless otherwise required by any applicable provision of the
Code or any regulations issued thereunder, shall mean, as of any date the last sales price reported for the Common
Stock on the applicable date (i) as reported by the principal national securities exchange in the United States on
which it is then traded, or (ii) if not traded on any such national securities exchange, as quoted on an automated
quotation system sponsored by the Financial Industry Regulatory Authority. For purposes of the exercise of any Award,
the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the
applicable market is open, the next day that it is open.



2.15 “Family Member”, shall mean, with respect to any Participant, any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in- law, including adoptive relationships, any person sharing the
Participant’s household (other than a tenant or employee), a trust in which these persons have more than 50% of the
beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any
other entity in which these persons (or the Participant) own more than 50% of the voting interests.



2.16 “Incentive Stock Option” shall mean any Stock Option awarded under this Plan intended to be and designated as
an “Incentive Stock Option” within the meaning of Section 422 of the Code.



2.17 “Limited Stock Appreciation Right” shall mean an Award made pursuant to Section 8.5 of the Plan which may be
a Tandem Stock Appreciation Right or a Non-Tandem Stock Appreciation Right.



2.18 “Non-Employee Director” shall mean a director of the Company who is not an active employee of the Company or
an Affiliate.



2.19 “Non-Qualified Stock Option” shall mean any Stock Option awarded under this Plan that is not an Incentive
Stock Option.



2.20 “Other Stock-Based Award” means an Award under Article 9 of this Plan that is valued in whole or in part by
reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, a restricted stock
unit.



2.21 “Participant” shall mean an Eligible Employee to whom an Award has been made pursuant to this Plan.



2.22 “Performance-Based Award” shall mean an Award made pursuant to Article 10 of this Plan of a right to receive
awards of Common Stock and other Awards (including awards of cash) that are valued in whole or in part by reference to,
or are payable in or otherwise based on, Common Stock or attainment of pre-established performance goals.



2.23 “Performance Criteria” has the meaning set forth in Exhibit A.



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2.24 “Performance Goal” means the objective performance goals established by the Committee and, if desirable for
purposes of Section 162(m) of the Code, based on one or more Performance Criteria.



2.25 “Performance Period” means three consecutive fiscal years of the Company, or such shorter period as
determined by the Committee in its discretion.



2.26 “Restricted Stock” shall mean an award of shares of Common Stock under this Plan that is subject to
restrictions under Article 7.



2.27 “Restriction Period” shall have the meaning set forth in Subsection 7.3(a) with respect to Restricted Stock
for Eligible Employees.



2.28 “Retirement” shall mean a Participant’s Termination of Employment by the Company without Cause at or after
age fifty-five (55). Notwithstanding the foregoing, with respect to any Stock Option outstanding on June 18, 2002,
with an exercise price greater than the Fair Market Value of a share of Common Stock on such date or any Stock Option
granted on or after June 18, 2002, “Retirement” shall also mean a Participant’s Termination of Employment due to a
voluntary resignation at or after the attainment of age fifty-five (55) and the completion of five (5) years of service
as determined by the Committee in its sole discretion (after taking into account any breaks in service).



2.29 “Rule 16b-3” shall mean Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor
provisions.



2.30 “Section 162(m) of the Code” shall mean the exception for performance-based compensation under Section 162(m)
of the Code and any Treasury regulations thereunder.



2.31 “Stock Appreciation Right” shall mean the right (pursuant to an Award granted under Article 8). A Tandem
Stock Appreciation Right shall mean the right to surrender to the Company all (or a portion) of a Stock Option in
exchange for an amount in Common Stock equal to the excess of (i) the Fair Market Value, on the date such Stock Option
(or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof),
over (ii) the aggregate exercise price of such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation
Right shall mean the right to receive an amount in Common Stock equal to the excess of (x) the Fair Market Value of a
share of Common Stock on the date such right is exercised, over (y) the aggregate exercise price of such right,
otherwise than on surrender of a Stock Option.



2.32 “Stock Option” or “Option” shall mean any option to purchase shares of Common Stock granted to Eligible
Employees pursuant to Article 6.



2.33 “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the
Code.



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2.34 “Ten Percent Stockholder” shall mean a person owning stock of the Company possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company or its Subsidiaries or its parent
corporations, as defined in Section 424(e) of the Code.



2.35 “Termination of Employment” shall mean (i) a termination of service (for reasons other than a military or
personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates or (ii) when an
entity which is employing a Participant ceases to be an Affiliate, unless the Participant thereupon becomes employed by
the Company or another Affiliate.



2.36 “Transfer” or “Transferred” or “Transferable” shall mean anticipate, alienate, attach, sell, assign, pledge,
encumber, charge, hypothecate or otherwise transfer.



Article 3.

ADMINISTRATION




3.1 The Committee. The Plan shall be administered and interpreted by the Committee.



3.2 Awards. The Committee shall have full authority to grant to Eligible Employees, pursuant to the terms
of this Plan: (i) Stock Options, (ii) Restricted Stock, (iii) Stock Appreciation Rights, (iv) Other Stock-Based Awards
and (v) Performance-Based Awards. In particular, the Committee shall have the authority:



(a) to select the Eligible Employees to whom Stock Options, Restricted Stock, Stock Appreciation Rights,
Other Stock-Based Awards and Performance-Based Awards may from time to time be granted hereunder;



(b) to determine whether and to what extent Stock Options, Restricted Stock, Stock Appreciation Rights,
Other Stock-Based Awards and Performance-Based Awards or any combination thereof, are to be granted hereunder
to one or more Eligible Employees;



(c) to determine, in accordance with the terms of this Plan, the number of shares of Common Stock to be
covered by each Award to an Eligible Employee granted hereunder;



(d) to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award
granted hereunder to an Eligible Employee (including, but not limited to, the exercise or purchase price, any
restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or
waiver thereof, regarding any Stock Option or other Award, and the shares of Common Stock relating thereto,
based on such factors, if any, as the Committee shall determine, in its sole discretion);



(e) to determine whether and under what circumstances a Stock Option may be settled in cash and/or Common
Stock under Section 6.3(d);



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(f) to the extent permitted by applicable law, to determine whether, to what extent and under what
circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the
Committee shall provide) to Eligible Employees in order to exercise Options under this Plan;



(g) to determine whether to require an Eligible Employee, as a condition of the granting of any Award, to
not sell or otherwise dispose of shares acquired pursuant to the exercise of an Option or as an Award for a
period of time as determined by the Committee, in its sole discretion, following the date of the acquisition
of such Option or Award; and



(h) to determine whether a Stock Appreciation Right is a Tandem Stock Appreciation Right or Non-Tandem
Stock Appreciation Right.



3.3 Guidelines. Subject to Article 13 hereof, the Committee shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing this Plan and perform all acts, including the
delegation of its administrative responsibilities, as it shall, from time to time, deem advisable; to construe and
interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreements relating
thereto); and to otherwise supervise the administration of this Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in this Plan or in any agreement relating thereto in the manner and to the
extent it shall deem necessary to carry this Plan into effect but only to the extent any such action would be permitted
under the applicable provisions of Rule 16b-3 and Section 162(m) of the Code. The Committee may adopt special
guidelines and provisions for persons who are residing in, or subject to, the taxes of, countries other than the United
States to comply with applicable tax and securities laws and may impose any limitations and restrictions that they deem
necessary to comply with the applicable tax and securities laws of such countries other than the United States.
Without limiting the generality of the foregoing, the French Addendum to the Plan previously adopted by the Committee
for purposes of the grant of Stock Options to Participants who reside in, or are subject to taxation in, France,
continues to be in full force and effect under the Plan as amended and restated herein. To the extent applicable, the
Plan is intended to comply with the applicable requirements of Rule 16b-3 and the exception for performance-based
compensation under Section 162(m) of the Code with regard to Options, Stock Appreciation Rights and certain awards of
Other Stock-Based Awards and Performance-Based Awards and shall be limited, construed and interpreted in a manner so as
to comply therewith.



3.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at
the direction of the Company, the Board, or the Committee (or any of its members) arising out of or in connection with
the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final,
binding and conclusive on the Company and all employees and Participants and their respective heirs, executors,
administrators, successors and assigns.



3.5 Reliance on Counsel. The Company, the Board or the Committee may consult with legal counsel, who may
be counsel for the Company or other counsel, with respect to its obligations or duties hereunder, or with respect to
any action or proceeding or any question of law, and shall not be liable with respect to any action taken or omitted by
it in good faith pursuant to the advice of such counsel.



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3.6 Procedures. If the Committee is appointed, the Board shall designate one of the members of the
Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and
places as it shall deem advisable. A majority of the Committee members shall constitute a quorum. All determinations
of the Committee shall be made by a majority of the members present. Any decision or determination reduced to writing
and signed by all the Committee members in accordance with the By-Laws of the Company, shall be fully as effective as
if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and
shall make such rules and regulations for the conduct of its business as it shall deem advisable.



3.7 Designation of Consultants/Liability.



(a) The Committee may designate employees of the Company and professional advisors to assist the
Committee in the administration of the Plan and may grant authority to employees to execute agreements or
other documents on behalf of the Committee.



(b) The Committee may employ such legal counsel, consultants, appraisers and agents as it may deem
desirable for the administration of the Plan and may rely upon any opinion received from any such counsel,
appraiser or consultant and any computation received from any such consultant, appraiser or agent. Expenses
incurred by the Committee in the engagement of any such counsel, consultant or agent shall be paid by the
Company. The Board, the Committee, its members and any employee of the Company designated pursuant to
paragraph (a) above shall not be liable for any action or determination made in good faith with respect to the
Plan. To the maximum extent permitted by applicable law, no officer or employee of the Company or member or
former member of the Committee or of the Board shall be liable for any action or determination made in good
faith with respect to the Plan or any Award granted under it. To the maximum extent permitted by applicable
law and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by
insurance, each officer, employee of the Company and member or former member of the Committee or of the Board
shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees
of counsel reasonably acceptable to the Company) or liability (including any sum paid in settlement of a claim
with the approval of the Company), and advanced amounts necessary to pay the foregoing at the earliest time
and to the fullest extent permitted, arising out of any act or omission to act in connection with the Plan,
except to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud or bad
faith. Such indemnification shall be in addition to any rights of indemnification the officers, employees,
directors or members or former officers, directors or members may have under applicable law or under the
Certificate of Incorporation or By-Laws of the Company or Affiliates. Notwithstanding anything else herein,
this indemnification will not apply to the actions or determinations made by an individual with regard to
Awards granted to him or her under this Plan.



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Article 4.

SHARE AND OTHER LIMITATIONS




4.1 Shares.



(a) General Limitation. The aggregate number of shares of Common Stock which may be issued or
used for reference purposes under this Plan or with respect to which all Awards may be granted shall not
exceed 52,372,191 shares (subject to any increase or decrease pursuant to Section 4.2). The foregoing
aggregate share reserve reflects: (i) 22,000,000 shares of Common Stock that would have expired had the Plan
not been amended and restated and an additional number of new shares of Common Stock; and (ii) 30,372,191
shares of Common Stock underlying outstanding Awards previously granted under the Plan prior to its amendment
and restatement as of March 19, 2008. Any shares of Common Stock that are subject to Restricted Stock Awards
or Other Stock-Based Awards or Performance-Based Awards denominated in shares of Common Stock shall be counted
against this limit as 1.6 shares for every share granted. If any Option or Stock Appreciation Right granted
under this Plan expires, terminates or is canceled for any reason without having been exercised in full, the
number of shares of Common Stock underlying any unexercised Stock Appreciation Right or Option shall again be
available for the purposes of Awards under the Plan. If a share of Restricted Stock or an Other Stock-Based
Award or a Performance-Based Award denominated in shares of Common Stock granted under this Plan is forfeited
for any reason, 1.6 shares of Common Stock shall again be available for the purposes of Awards under the Plan.
If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an
Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be
issued under this Plan.



(b) Individual Participant Limitations. (i) The maximum number of shares of Common Stock
subject to any Option or any Other Stock-Based Award or Performance-Based Award denominated in shares of
Common Stock for any Performance Period which may be granted under this Plan during any fiscal year of the
Company to each Eligible Employee shall be 1,500,000 shares (as adjusted to reflect all adjustments to the
Common Stock on or before February 17, 2006, subject to any increase or decrease pursuant to Section 4.2);
provided, however, that with respect to any Performance-Based Award or Other Stock-Based Award with a
Performance Period that is less than three consecutive fiscal years, the maximum number of shares of Common
Stock subject to any Other Stock-Based Award or Performance-Based Award shall be determined by multiplying
1,500,000 by a fraction, the numerator of which is the number of days in the Performance Period and the
denominator of which is 1095.



(ii) The maximum number of shares of Common Stock subject to any Stock Appreciation Right which
may be granted under this Plan during any fiscal year of the Company to each Eligible Employee shall
be 1,500,000 shares (as adjusted to reflect all adjustments to the Common Stock on or before February
17, 2006, subject to any increase or decrease pursuant to Section 4.2). If a Tandem Stock
Appreciation Right or Limited Stock Appreciation Right is granted in tandem with an Option it shall
apply against the Eligible Employee’s individual share limitations for both Stock Appreciation Rights
and Options.



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(iii) The maximum payment under any Performance-Based Awards denominated in dollars under this
Plan to each Eligible Employee for any Performance Period shall be $4,000,000, provided, however,
that if the Performance Period is less than three consecutive fiscal years, the maximum value at
grant of Performance-Based Awards under this subparagraph (iii) shall be determined by multiplying
$4,000,000 by a fraction, the numerator of which is the number of days in the Performance Cycle and
the denominator of which is 1095.



(iv) To the extent that shares of Common Stock for which Awards are permitted to be granted to a
Participant pursuant to Section 4.1(b) during a fiscal year of the Company are not covered by an
Award in the Company’s fiscal year, such shares of Common Stock shall not be available for grant or
issuance to the Participant in any subsequent fiscal year during the term of this Plan.



4.2 Changes.



(a) The existence of the Plan and the Awards granted hereunder 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 or its Affiliates, any issue of bonds, debentures, preferred or prior preference stock ahead of
or affecting Common Stock, the dissolution or liquidation of the Company or its Affiliates, any sale or
transfer of all or part of its assets or business or any other corporate act or proceeding.



(b) In the event of 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, reclassification of its capital stock, conversion of
the Company’s preferred stock, issuance of warrants or options to purchase any Common Stock or securities
convertible into Common Stock, any sale or Transfer of all or part of the Company’s assets or business, or any
similar change affecting the Company’s capital structure or business, then the aggregate number and kind of
 shares which thereafter may be issued under this Plan, the number and kind of shares or other property
(including cash) to be issued upon exercise of an outstanding Option or other Awards granted under this Plan
and the purchase price thereof shall be appropriately adjusted consistent with such change in such manner as
the Committee may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or
available for, Participants under this Plan, and any such adjustment determined by the Committee in good faith
shall be binding and conclusive on the Company and all Participants and employees and their respective heirs,
executors, administrators, successors and assigns.



(c) Fractional shares of Common Stock resulting from any adjustment in Options or Awards pursuant to
Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for
fractions less than one-half (1/2) and rounding-up for fractions equal to or greater than one-half (1/2). No
cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any
adjustment shall be given by the Committee to each Participant whose Option or Award has been adjusted and
such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the
Plan.



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(d) In the event of a merger or consolidation in which the Company is not the surviving entity or in the
event of any transaction that results in the acquisition of substantially all of the Company’s outstanding
Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or in
the event of the sale or transfer of all or substantially all of the Company’s assets (all of the foregoing
being referred to as “Acquisition Events”), then the Committee may, in its sole discretion, terminate all
outstanding Options, Stock Appreciation Rights and Other Stock-Based Awards requiring exercise or similar
action by a Participant, effective as of the date of the Acquisition Event, by delivering notice of
termination to each such Participant at least twenty (20) days prior to the date of consummation of the
Acquisition Event; provided, that during the period from the date on which such notice of termination is
delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise
in full all of his or her Options and Stock Appreciation Rights that are then outstanding (without regard to
any limitations on exercisability otherwise contained in the Option or Award Agreements) but contingent on
occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a
specified period after giving such notice for any reason whatsoever, the notice and exercise shall be null and
void.



If an Acquisition Event occurs, to the extent the Committee does not terminate the outstanding Options,
Stock Appreciation Rights and Other Stock-Based Awards pursuant to this Section 4.2(d), then the provisions of
Section 4.2(b) shall apply.



4.3 Purchase Price. Notwithstanding any provision of this Plan to the contrary, if authorized but
previously unissued shares of Common Stock are issued under this Plan, such shares shall not be issued for a
consideration which is less than as permitted under applicable law.



Article 5.

ELIGIBILITY




All management (excluding Non-Employee Directors) and other employees of the Company and its Affiliates are
eligible to be granted Options, Restricted Stock, Stock Appreciation Rights, Other Stock-Based Awards and
Performance-Based Awards under this Plan. Eligibility under this Plan shall be determined by the Committee in its
sole and absolute discretion.



Article 6.

STOCK OPTIONS




6.1 Options. Each Stock Option granted hereunder shall be one of two types: (i) an Incentive Stock
Option intended to satisfy the requirements of Section 422 of the Code or (ii) a Non-Qualified Stock Option.



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6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one or more
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without
Stock Appreciation Rights). To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether
because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof
which does not qualify, shall constitute a separate Non-Qualified Stock Option. Notwithstanding any other provision of
this Plan to the contrary or any provision in an agreement evidencing the grant of an Option to the contrary, any
Option granted to an Eligible Employee of an Affiliate (other than one described in Section 2.1(i) or (ii)) shall be a
Non-Qualified Stock Option.



6.3 Terms of Options. Options granted under Article 6 of this Plan shall be subject to Article 11 and the
following terms and conditions, and shall be in such form and contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem desirable:



(a) Option Price. The option price per share of Common Stock purchasable under an Incentive
Stock Option or a Non-Qualified Stock Option shall be determined by the Committee at the time of grant but
shall not be less than 100% of the Fair Market Value of the share of Common Stock at the time of grant;
provided, however, if an Incentive Stock Option is granted to a Ten Percent Stockholder, the purchase price
shall not be less than 110% of the Fair Market Value of the share of Common Stock at the time of grant.



(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock
Option shall be exercisable more than ten (10) years after the date the Option is granted; provided, however,
that the term of an Incentive Stock Option granted to a Ten Percent Stockholder may not exceed five (5) years.



(c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Committee at grant; provided, however, that
Stock Options shall be subject to a minimum vesting schedule of at least one year, subject to acceleration in
the event of a Change in Control or the Participant’s Retirement, Disability, death or involuntary termination
without Cause, in each case, to the extent provided in the applicable Award agreement. If the Committee
provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including,
without limitation, that it is exercisable only in installments or within certain time periods), the Committee
may waive such limitations on the exercisability at any time at or after grant in whole or in part (including,
without limitation, that the Committee may waive the installment exercise provisions or accelerate the time at
which Options may be exercised), based on such factors, if any, as the Committee shall determine, in its sole
discretion.



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(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions
apply under subsection (c) above, Stock Options may be exercised in whole or in part at any time during the
Option term, by giving written notice of exercise to the Company specifying the number of shares to be
purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash
or by check, bank draft or money order payable to the order of Company, (ii) if the Common Stock is traded on
a national securities exchange, the Nasdaq Stock Market, Inc. or quoted on a national quotation system
sponsored by the Financial Industry Regulatory Authority, through the delivery of irrevocable instructions to
a broker to deliver promptly to the Company an amount equal to the purchase price to the extent permitted by
law, (iii) by payment in full or part in the form of Common Stock owned by the Participant (and for which the
Participant has good title free and clear of any liens and encumbrances) based on the Fair Market Value of the
Common Stock on the payment date as determined by the Committee or the Board or (iv) on such other terms and
conditions as may be acceptable to the Committee or the Board, as applicable. No shares of Common Stock shall
be issued until payment therefor, as provided herein, has been made or provided for.



(e) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value
(determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any
other stock option plan of the Company or any Subsidiary or parent corporation (within the meaning of Section
424(e) of the Code) exceeds $100,000, such Options shall be treated as Options which are not Incentive Stock
Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or
parent corporation (within the meaning of Section 424(e) of the Code) at all times from the time the Option is
granted until three (3) months prior to the date of exercise (or such other period as required by applicable
law), such Option shall be treated as an Option which is not an Incentive Stock Option.



Should the foregoing provision not be necessary in order for the Stock Options to qualify as Incentive
Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly,
without the necessity of obtaining the approval of the stockholders of the Company.



Without the written consent of the Company, no Common Stock acquired by a Participant upon the exercise
of an Incentive Stock Option granted hereunder may be disposed of by the Participant within two (2) years from
the date such Incentive Stock Option was granted, nor within one (1) year after the transfer of such Common
Stock to the Participant; provided, however, that a transfer to a trustee, receiver, or other fiduciary in any
insolvency proceeding, as described in Section 422(c)(3) of the Code, shall not be deemed to be such a
disposition.



(f) Form of Options. Subject to the terms and conditions and within the limitations of the Plan,
an Option shall be evidenced by such form of agreement or grant as is approved by the Committee.



(g) Form of Settlement. In its sole discretion, the Committee may provide, at the time of grant,
that the shares to be issued upon the exercise of a Stock Option shall be in the form of Restricted Stock, or
may, in the Option agreement, reserve a right to so provide after the time of grant.



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(h) Other Terms and Conditions. Options may contain such other provisions, which shall not be
inconsistent with any of the foregoing terms of the Plan, as the Committee shall deem appropriate including,
without limitation, permitting “reloads.” With regard to such “reloads”, the Committee shall have the
authority (but not an obligation) to include within any Option agreement a provision entitling the optionee to
a further Option (a “Reload Option”) if the optionee exercises the Option evidenced by the Option agreement,
in whole or in part, by surrendering other shares of the Company held by the optionee for at least six (6)
months prior to such date of surrender in accordance with the Plan and the terms and conditions of the Option
agreement. Any Reload Option shall not be an Incentive Stock Option, shall be for a number of shares equal to
the number of surrendered shares, the exercise price thereof shall be equal to the Fair Market Value of the
Common Stock on the date of exercise of such original Option, shall become exercisable if the purchased shares
are held for a minimum period of time established by the Committee, and shall be subject to such other terms
and conditions as the Committee may determine. Notwithstanding the foregoing, Stock Options granted on or
after October 1, 2004 may not permit reloads.



(i) Repricing of Stock Options Prohibited. Notwithstanding any other provision of the Plan to
the contrary, an outstanding Stock Option may not be modified to reduce the exercise price thereof nor may a
new Stock Option at a lower price be substituted for a surrendered Stock Option (other than adjustments or
substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the
Company.



Article 7.

RESTRICTED STOCK AWARDS




7.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued to Eligible Employees either
alone or in addition to other Awards granted under the Plan. The Committee shall determine the eligible persons to
whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the
price (if any) to be paid by the recipient (subject to Section 7.2), the time or times within which such Awards may be
subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of
the Awards. The Committee may condition the grant of Restricted Stock upon the attainment of specified performance
goals or such other factors as the Committee may determine, in its sole discretion.



7.2 Awards and Certificates. An Eligible Employee selected to receive Restricted Stock shall not have any
rights with respect to such Award, unless and until such Participant has delivered a fully executed copy of the
Restricted Stock Award agreement evidencing the Award to the Company and has otherwise complied with the applicable
terms and conditions of such Award. Further, such Award shall be subject to the following conditions:



(a) Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee.
Subject to Section 4.3, the purchase price for shares of Restricted Stock may be the minimum permitted by
applicable law.



(b) Acceptance. Awards of Restricted Stock must be accepted within a period of ninety (90) days
(or such shorter period as the Committee may specify at grant) after the Award date, by executing a Restricted
Stock Award agreement and by paying whatever price (if any) the Committee has designated thereunder.



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(c) Legend. Each Participant receiving a Restricted Stock Award shall be issued a stock
certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system,
such as book entries by the transfer agent, as evidencing ownership of a Restricted Stock Award. Such
certificate shall be registered in the name of such Participant, and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following
form:



“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance
or charge of the shares of stock represented hereby are subject to the terms and conditions
(including forfeiture) of the Celgene Corporation (the “Company”) 2008 Stock Incentive
Plan, as may be amended from time to time, and an Agreement entered into between the
registered owner and the Company dated      . Copies of such Plan and Agreement are on file
at the principal office of the Company.”



(d) Custody. The Committee may require that any stock certificates evidencing such shares be
held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of
any Restricted Stock Award, the Participant shall have delivered a duly signed stock power, endorsed in blank,
relating to the Common Stock covered by such Award.



7.3 Restrictions and Conditions on Restricted Stock Awards. The shares of Restricted Stock awarded
pursuant to this Plan shall be subject to Article 11 and the following restrictions and conditions:



(a) Restriction Period; Vesting and Acceleration of Vesting. (i) The Participant shall not be
permitted to Transfer shares of Restricted Stock awarded under this Plan during a period set by the Committee
(the “Restriction Period”) commencing with the date of such Award, as set forth in the Restricted Stock Award
agreement and such agreement shall set forth a vesting schedule and any events which would accelerate vesting
of the shares of Restricted Stock; provided, however, that shares of Restricted Stock shall be
subject to a minimum vesting schedule of at least three years, subject to acceleration in the event of a
Change in Control or the Participant’s Retirement, Disability or death, in each case, to the extent provided
in the applicable Award agreement.



(ii) Performance Goals, Formulae or Standards. If the lapse of restrictions is based on
the attainment of Performance Goals, the Committee shall establish the Performance Goals and the
applicable vesting percentage of the Restricted Stock Award applicable to each Participant or class
of Participants in writing prior to the beginning of the applicable fiscal year or at such later date
as otherwise determined by the Committee and while the outcome of the Performance Goals is
substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or
adjusting for) changes in accounting methods, corporate transactions (including, without limitation,
dispositions and acquisitions) and other similar type events or circumstances.



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(b) Rights as Stockholder. Except as provided in this subsection (b) and subsection (a) above
and as otherwise determined by the Committee, the Participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including, without
limitation, the right to receive any dividends, the right to vote such shares and, subject to and conditioned
upon the full vesting of shares of Restricted Stock, the right to tender such shares. Notwithstanding the
foregoing, the payment of dividends shall be deferred until, and conditioned upon, the expiration of the
applicable Restriction Period, unless the Committee, in its sole discretion, specifies otherwise at the time
of the Award.



(c) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture
of the Restricted Stock subject to such Restriction Period, the certificates for such shares shall be
delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to
the Participant except as otherwise required by applicable law.



Article 8.

STOCK APPRECIATION RIGHTS




8.1 Tandem Stock Appreciation Rights. Stock Appreciation Rights may be granted in conjunction with all or
part of any Stock Option (a “Reference Stock Option”) granted under this Plan (“Tandem Stock Appreciation Rights”). In
the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such
Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the
grant of such Reference Stock Option.



8.2 Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights granted
hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of this Plan, as shall be
determined from time to time by the Committee, including Article 11 and the following:



(a) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect
to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of
the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion,
at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of
 shares covered by the Reference Stock Option shall not be reduced until and then only to the extent the
exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock
Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference
Stock Option.



(b) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or
times and to the extent that the Reference Stock Options to which they relate shall be exercisable in
accordance with the provisions of Article 6 and Article 8.



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(c) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by an optionee by
surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the
Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 8.2.
Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the
extent the related Tandem Stock Appreciation Rights have been exercised.



(d) Payment. Upon the exercise of a Tandem Stock Appreciation Right a Participant shall be
entitled to receive up to, but no more than, an amount in Common Stock equal in value to the excess of the
Fair Market Value of one share of Common Stock over the Option price per share specified in the Reference
Stock Option multiplied by the number of shares in respect of which the Tandem Stock Appreciation Right shall
have been exercised, with the Committee having the right to determine the form of payment.



(e) Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation
Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be
deemed to have been exercised for the purpose of the limitation set forth in Article 4 of the Plan on the
number of shares of Common Stock to be issued under the Plan.



8.3 Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may also be granted
without reference to any Stock Options granted under this Plan.



8.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights
granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of this Plan, as
shall be determined from time to time by the Committee, including Article 11 and the following:



(a) Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee,
but shall not be greater than ten (10) years after the date the right is granted.



(b) Exercisability. Non-Tandem Stock Appreciation Rights shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the Committee at grant;
provided, however, that Stock Appreciation Rights shall be subject to a minimum vesting
schedule of at least one year, subject to acceleration in the event of a Change in Control or the
Participant’s Retirement, Disability, death or involuntary termination without Cause, in each case, to the
extent provided in the applicable Award agreement. If the Committee provides, in its discretion, that any
such right is exercisable subject to certain limitations (including, without limitation, that it is
exercisable only in installments or within certain time periods), the Committee may waive such limitation on
the exercisability at any time at or after grant in whole or in part (including, without limitation, that the
Committee may waive the installment exercise provisions or accelerate the time at which rights may be
exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.



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(c) Method of Exercise. Subject to whatever installment exercise and waiting period provisions
apply under subsection (b) above, Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at
any time during the option term, by giving written notice of exercise to the Company specifying the number of
Non-Tandem Stock Appreciation Rights to be exercised.



(d) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be
entitled to receive, for each right exercised, up to, but no more than, an amount in Common Stock equal in
value to the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised
over the Fair Market Value of one (1) share of Common Stock on the date the right was awarded to the
Participant.



8.5 Limited Stock Appreciation Rights. The Committee may, in its sole discretion, grant Tandem and
Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation
Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such
other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the
exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award agreement, the Participant
shall receive in cash or Common Stock, as determined by the Committee, an amount equal to the amount (i) set forth in
Section 8.2(d) with respect to Tandem Stock Appreciation Rights or (ii) set forth in Section 8.4(d) with respect to
Non-Tandem Stock Appreciation Rights.



8.6 Repricing of Stock Appreciation Rights Prohibited. Notwithstanding any other provision of the Plan to
the contrary, an outstanding Stock Appreciation Right may not be modified to reduce the exercise price thereof nor may
a new Stock Appreciation Right at a lower price be substituted for a surrendered Stock Appreciation Right (other than
adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the
Company.



Article 9.

OTHER STOCK-BASED AWARDS




9.1 Other Awards. The Committee, in its sole discretion, is authorized to grant to Eligible Employees
Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or
related to shares of Common Stock, including, but not limited to, shares of Common Stock awarded purely as a bonus and
not subject to any restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive
or performance plan sponsored or maintained by the Company or an Affiliate, performance units, dividend equivalent
units, stock equivalent units, restricted stock units and deferred stock units. To the extent permitted by law, the
Committee may, in its sole discretion, permit Eligible Employees to defer all or a portion of their cash compensation
in the form of Other Stock-Based Awards granted under this Plan, subject to the terms and conditions of any deferred
compensation arrangement established by the Company, which shall be intended to comply with Section 409A of the Code.
Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the
Plan.



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Subject to the provisions of this Plan, the Committee shall, in its sole discretion, have authority to determine
the Eligible Employees to whom, and the time or times at which, such Awards shall be made, the number of shares of
Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also
provide for the grant of Common Stock under such Awards upon the completion of a specified Performance Period.



The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified
Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other
Stock-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective
Performance Goals for the vesting of such Other Stock-Based Awards based on a Performance Period applicable to each
Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such
later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are
substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section
162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate
transactions (including, without limitation, dispositions and acquisitions) and other similar type events or
circumstances. To the extent any such provision would create impermissible discretion under Section 162(m) of the Code
or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. The applicable
Performance Goals shall be based on one or more of the Performance Criteria set forth in Exhibit A hereto.



9.2 Terms and Conditions. Other Stock-Based Awards made pursuant to this Article 9 shall be subject to
the following terms and conditions:



(a) Non-Transferability. Subject to the applicable provisions of the Award agreement and this
Plan, shares of Common Stock subject to Awards made under this Article 9 may not be Transferred prior to the
date on which the shares are issued, or, if later, the date on which any applicable restriction, performance
or deferral period lapses.



(b) Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the
provisions of the Award agreement and this Plan, the recipient of an Award under this Article 9 shall not be
entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the
number of shares of Common Stock covered by the Award.



(c) Vesting. Any Award under this Article 9 and any Common Stock covered by any such Award shall
vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its
sole discretion; provided, however, that Other Stock-Based Awards not granted upon completion
of a Performance Period shall be subject to a minimum vesting schedule of at least three years, subject to
acceleration in the event of a Change in Control or the Participant’s Retirement, Disability or death, in each
case, to the extent provided in the applicable Award agreement. In the event that a written employment
agreement between the Company and a Participant provides for a vesting schedule that is more favorable than
the vesting schedule provided in the form of Award agreement, the vesting schedule in such employment
agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the
specific Award.



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(d) Price. Common Stock issued on a bonus basis under this Article 9 may be issued for no cash
consideration; Common Stock purchased pursuant to a purchase right awarded under this Article 9 shall be
priced, as determined by the Committee in its sole discretion.



(e) Payment. Form of payment for the Other Stock-Based Award shall be specified in the Award
agreement, and may consist of cash, shares of Common Stock or a combination thereof as determined by the
Committee in its sole discretion.



Article 10.

PERFORMANCE-BASED AWARDS




10.1 Performance-Based Awards. Performance-Based Awards may be granted either alone or in addition to or
in tandem with Stock Options, Stock Appreciation Rights, or Restricted Stock. Subject to the provisions of this Plan,
the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be
made, the number of shares of Common Stock or dollar amount to be awarded pursuant to such Awards, and all other
conditions of the Awards. The Committee may also provide for the grant of Common Stock or payment of dollar amount
under such Awards upon the completion of a specified Performance Period.



For each Participant, the Committee may specify a targeted performance award. The individual target award may be
expressed, at the Committee’s discretion, as a fixed dollar amount, a percentage of base pay or total pay (excluding
payments made under the Plan), or an amount determined pursuant to an objective formula or standard. Establishment of
an individual target award for a Participant for a calendar year shall not imply or require that the same level
individual target award (if any such award is established by the Committee for the relevant Participant) be set for any
subsequent calendar year. At the time the Performance Goals are established, the Committee shall prescribe a formula
to determine the percentages (which may be greater than one-hundred percent (100%)) of the individual target award
which may be payable based upon the degree of attainment of the Performance Goals during the calendar year.
Notwithstanding anything else herein, the Committee may, in its sole discretion, elect to pay a Participant an amount
that is less than the Participant’s individual target award (or attained percentage thereof) regardless of the degree
of attainment of the Performance Goals; provided that no such discretion to reduce an Award earned based on achievement
of the applicable Performance Goals shall be permitted for the calendar year in which a Change in Control of the
Company occurs, or during such calendar year with regard to the prior calendar year if the Awards for the prior
calendar year have not been made by the time of the Change in Control of the Company, with regard to individuals who
were Participants at the time of the Change in Control of the Company.



10.2 Terms and Conditions. Performance-Based Awards made pursuant to this Article 10 shall be subject to
the following terms and conditions:



(a) Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the
provisions of the Award agreement and this Plan, the recipient of an Award under this Article 10 shall be
entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the
number of shares of Common Stock covered by the Award, as determined at the time of the Award by the
Committee, in its sole discretion.



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(b) Vesting. Any Award under this Article 10 and any Common Stock covered by any such Award
shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee,
in its sole discretion; provided, however, that such Awards of Common Stock not granted upon
completion of a Performance Period shall be subject to a minimum vesting schedule of at least three years,
subject to acceleration in the event of a Change in Control or the Participant’s Retirement, Disability or
death, in each case, to the extent provided in the applicable Award agreement.



(c) Waiver of Limitation. Subject to the limitations of Section 10.2(b), in the event of a
Change in Control or the Participant’s Retirement, Disability, death or involuntary termination without Cause,
the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed
hereunder (if any) with respect to any or all of an Award under this Article.



(d) Purchase Price. Subject to Section 4.3, Common Stock issued on a bonus basis under this
Article 10 may be issued for no cash consideration; Common Stock purchased pursuant to a purchase right
awarded under this Article 10 shall be priced as determined by the Committee.



(e) Performance Goals, Formulae or Standards. (i) The Committee shall establish the Performance
Goals and the individual target award (if any) in writing prior to the beginning of the applicable Performance
Period or at such later date as otherwise determined by the Committee and while the outcome of the Performance
Goals is substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or
adjusting for) changes in accounting methods, corporate transactions (including, without limitation,
dispositions and acquisitions) and other similar type events or circumstances. To the extent any
Performance-Based Award is intended to comply with the provisions of Section 162(m) of the Code, if any
provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section
162(m) of the Code, such provision shall be of no force or effect.



(ii) The measurements used in Performance Goals set under the Plan shall be determined in
accordance with Generally Accepted Accounting Principles (“GAAP”), except, to the extent that any
objective Performance Goals are used, if any measurements require deviation from GAAP, such deviation
shall be at the discretion of the Committee at the time the Performance Goals are set or at such
later time to the extent permitted under Section 162(m) of the Code.



(f) Committee Certification. At the expiration of the Performance Period, the Committee shall
determine and certify in writing the extent to which the Performance Goals have been achieved.



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Article 11.

NON-TRANSFERABILITY AND TERMINATION PROVISIONS




The terms and conditions of this Article 11 shall apply to Awards under this Plan as follows:



11.1 Nontransferability. No Stock Option, Stock Appreciation Right or Performance-Based Award shall be
Transferable by the Participant otherwise than by will or by the laws of descent and distribution. All Stock Options
and all Stock Appreciation Rights shall be exercisable, during the Participant’s lifetime, only by the Participant or
his or her legal guardian or representative. Tandem Stock Appreciation Rights shall be Transferable, solely to the
extent permitted above, only with the underlying Stock Option. In addition, except as provided above, no Stock Option
shall be Transferred (whether by operation of law or otherwise), and no Stock Option shall be subject to execution,
attachment or similar process. Upon any attempt to Transfer any Stock Option, or in the event of any levy upon any
Stock Option by reason of any execution, attachment or similar process contrary to the provisions hereof, such Stock
Option shall immediately terminate and become null and void. Notwithstanding the foregoing, the Committee may
determine at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable
pursuant to this Article 11 is Transferable to a Family Member in whole or in part and in such circumstances, and under
such conditions, as specified by the Committee. A Non-Qualified Stock Option which is Transferred to a Family Member
pursuant to the preceding sentence may not be subsequently Transferred by such Family Member. Shares of Restricted
Stock under Article 7 may not be Transferred prior to the date on which shares are issued, or, if later, the date on
which any applicable restriction, performance or deferral period lapses. No Award shall, except as otherwise
specifically provided by law or herein, be Transferable in any manner, and any attempt to Transfer any such Award shall
be void, and no such Award shall in any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such Award, nor shall it be subject to attachment or legal
process for or against such person.



11.2 Termination of Employment. The following rules apply with regard to the Termination of Employment of
a Participant:



(a) Termination by Reason of Death. If a Participant’s Termination of Employment is by reason of
death, 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’s estate are reduced, thereafter, may be exercised,
to the extent exercisable at the Participant’s death, by the legal representative of the estate, at any time
within a period of one (1) year 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.



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(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 (vested) 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 15.11 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.



(c) Voluntary Resignation or Involuntary Termination Without Cause. If a Participant’s
Termination of Employment is due to a voluntary resignation or by involuntary termination without Cause and
such termination occurs prior to, or more than ninety (90) days after, the occurrence of an event which would
be grounds for Termination of Employment by the Company for Cause (without regard to any notice or cure period
requirements), 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 termination, by the Participant at any time within a period of ninety
(90) days from the date of such termination, but in no event beyond the expiration of the stated term of such
Stock Option or Stock Appreciation Right.



(d) Termination for Cause. Unless otherwise determined by the Committee at grant or, if no
rights of the Participant are reduced, thereafter, if a Participant’s Termination of Employment is for Cause
for any reason, any Stock Option or Stock Appreciation Right held by such Participant shall thereupon
terminate and expire as of the date of termination. In the event the termination is an involuntary
termination without Cause or is a voluntary resignation within ninety (90) days after occurrence of an event
which would be grounds for Termination of Employment by the Company for Cause (without regard to any notice or
cure period requirement), any Stock Option or Stock Appreciation Right held by the Participant at the time of
occurrence of the event which would be grounds for Termination of Employment by the Company for Cause shall be
deemed to have terminated and expired upon occurrence of the event which would be grounds for Termination of
Employment by the Company for Cause.



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(e) Termination of Employment for Restricted Stock. Subject to the applicable provisions of the
Restricted Stock Award agreement and this Plan, upon a Participant’s Termination of Employment for any reason
during the relevant Restriction Period, all Restricted Stock still subject to restriction will vest or be
forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.



(f) Termination of Employment for Other Stock-Based Awards and Performance-Based Awards. Subject
to the applicable provisions of the Award agreement and this Plan, upon a Participant’s Termination of
Employment for any reason, the Other Stock-Based Award or Performance-Based Award in question will vest or be
forfeited or be payable in accordance with the terms and conditions established by the Committee at grant or
thereafter.



Article 12.

CHANGE IN CONTROL PROVISIONS




12.1 Benefits. In the event of a Change in Control of the Company (as defined below), except as otherwise
provided by the Committee upon the grant of an Award, the Participant shall be entitled to the following benefits:



(a) All outstanding Stock Options and the related Tandem Stock Appreciation Rights and Non-Tandem Stock
Appreciation Rights of such Participant, if any, granted prior to the Change in Control shall be fully vested
and immediately exercisable in their entirety.



(b) All unvested Restricted Stock, Other Stock-Based Awards and Performance-Based Awards shall become
fully vested upon a Change in Control, including without limitation, the following: (i) the restrictions to
which any shares of Restricted Stock of a Participant granted prior to the Change in Control are subject shall
lapse as if the applicable Restriction Period had ended upon such Change in Control, and (ii) the conditions
required for vesting of any unvested Performance-Based Awards shall be deemed to be satisfied upon such Change
in Control and all outstanding Performance-Based Awards shall be paid upon a Change in Control at the higher
of (1) the Participant’s individual target award and (2) a payment based on actual achievement of the
Performance Goals through the date of the Change in Control.



12.2 Change in Control. 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 thirty percent (30%) of the total combined voting power of the
Company’s then outstanding securities;



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(b) the merger, consolidation or other business combination of the Company (a “Transaction”), 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 twenty-five percent (25%) of the voting power in the resulting entity;



(c) during any period of two (2) consecutive years 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 any plan of complete liquidation of the Company or
an agreement for the sale of all or substantially all of the Company’s assets 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 fifty percent (50%) or more of the combined voting power of the outstanding voting
securities of the Company at the time of such sale.



Notwithstanding any other provision of the Plan to the contrary, to the extent that Awards under the Plan subject to
Section 409A of the Code are payable upon a Change in Control, an event shall not be considered to be a Change in
Control under the Plan with respect to such Awards unless such event is also a “change in ownership,” a “change in
effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the
meaning of Section 409A of the Code.



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Article 13.

TERMINATION OR AMENDMENT OF THE PLAN




Notwithstanding any other provision of this Plan, 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, or suspend or terminate it entirely, retroactively or
otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a
Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired
without the consent of such Participant and, provided further, without the approval of the stockholders of the Company
in accordance with the laws of the State of Delaware, to the extent required by the applicable provisions of Rule 16b-3
or Section 162(m) of the Code, or, with regard to Incentive Stock Options, Section 422 of the Code, no amendment may be
made which would (i) increase the aggregate number of shares of Common Stock that may be issued under this Plan or the
maximum individual Participant limitations under Section 4.1(b), (ii) change the classification of employees eligible
to receive Awards under this Plan, (iii) decrease the minimum option price of any Stock Option, (iv) extend the maximum
option period under Section 6.3, (v) require stockholder approval in order for the Plan to continue to comply with the
applicable provisions of Rule 16b-3 or Section 162(m) of the Code, or, with regard to Incentive Stock Options, Section
422 of the Code or (vi) materially alter the Performance Criteria set forth in Exhibit A. In no event may the Plan be
amended without the approval of the stockholders of the Company in accordance with the applicable laws or other
requirements to increase the aggregate number of shares of Common Stock that may be issued under the Plan, decrease the
minimum option price of any Stock Option, or to make any other amendment that would require stockholder approval under
the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the
Company.



The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject
to Article 4 above or as otherwise specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder’s consent.



Article 14.

UNFUNDED STATUS OF PLAN




This Plan is intended to constitute an “unfunded” plan for incentive compensation. 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 Company,
nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor
of the Company.



Article 15.

GENERAL PROVISIONS




15.1 Legend. The Committee may require each person receiving shares of Common Stock pursuant to an Award
under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares
without a view to distribution thereof, and that any subsequent offer for sale or sale of any such shares of Common
Stock shall be made either pursuant to (i) a registration statement on an appropriate form under the Securities Act of
1933, which registration statement shall have become effective and shall be current with respect to the shares of
Common Stock being offered and sold, or (ii) a specific exemption from the registration requirements of the Securities
Act of 1933, and that in claiming such exemption the Participant will, prior to any offer for sale or sale of shares of
Common Stock, obtain a favorable written opinion, satisfactory in form and substance to the Company, from counsel
acceptable to the Company as to the availability of such exception. In addition to any legend required by this Plan,
the certificates for such shares may include any legend which the Committee deems appropriate to reflect any
restrictions on Transfer.



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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.



15.2 Other Plans. Nothing contained in this Plan shall prevent the Board 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.



15.3 No Right to Employment. Neither this Plan nor the grant of any Award hereunder shall give any
Participant or other employee any right with respect to continuance of employment by the Company or any Affiliate, nor
shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed to
terminate his employment at any time.



15.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made to a
Participant, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of
any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld.
Upon the vesting of Restricted Stock, or upon making an election under Section 83(b) of the Code, a Participant shall
pay all required withholding to the Company.



At the discretion of the Committee, any such withholding obligation with regard to any Participant may be
satisfied by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common
Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be
disregarded and the amount due shall be paid instead in cash by the Participant.



15.5 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 pursuant to an Award shall be
conditioned upon such shares being listed on such 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 exercise any Option with
respect to such shares 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 pursuant to an Award 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 or Awards, and the right to exercise any Option 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.



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(c) Upon termination of any period of suspension under this Section 15.5, any Award affected by such
suspension which shall not then have expired or terminated shall be reinstated as to all shares available
before such suspension and as to shares which would otherwise have become available during the period of such
suspension, but no such suspension shall extend the term of any Option.



15.6 Governing Law. This Plan shall be governed and construed in accordance with the laws of the State of
Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).



15.7 Construction. Wherever any words are used in this 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.



15.8 Other Benefits. No Award payment under this Plan shall be deemed compensation for purposes of
computing benefits under any retirement plan of the Company or its Affiliates 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.



15.9 Costs. The Company shall bear all expenses included in administering this Plan, including expenses
of issuing Common Stock pursuant to any Awards hereunder.



15.10 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each
Participant, and such Awards to individual Participants need not be the same in subsequent years.



15.11 Death/Disability. The Committee may in its discretion require the transferee of a Participant to
supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the
case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of
the transfer of an Award. The Committee may also require the agreement of the transferee to be bound by all of the
terms and conditions of the Plan. If the Committee shall find, without any obligation or responsibility of any kind to
do so, that any person to whom payment is payable under this Plan is unable to care for his or her affairs because of
disability, illness or accident, any payment due may be paid to such person’s duly appointed legal representative in
such manner and proportions as the Committee may determine, in it sole discretion. Any such payment shall be a
complete discharge of the liabilities of the Committee and the Board under this Plan.



15.12 Section 16(b) of the Exchange Act. 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 exemptive
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.



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15.13 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.



15.14 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.



Article 16.

APPROVAL OF BOARD AND STOCKHOLDERS




The Plan shall not be effective unless and until approved by the Board and, solely to the extent required by any
applicable law (including without limitation, approval required under Rule 16b-3, Section 162(m) of the Code or Section
422 of the Code) or registration or stock exchange rule, approved by the stockholders of the Company in the manner set
forth in such law, regulation or rule.



Article 17.

TERM OF PLAN




No Award shall be granted pursuant to the Plan on or after April 16, 2018, but Awards granted prior to such date
may, and the Committee’s authority to administer the terms of such Awards, extend beyond that date; provided, however,
that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be “performance-based” under
Section 162(m) of the Code shall be granted on or after the fifth anniversary of the stockholder approval of the Plan
unless the Performance Goals set forth on Exhibit A are reapproved (or other designated performance goals are approved)
by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in
which stockholders approve the Performance Goals set forth on Exhibit A.



Article 18.

NAME OF PLAN




This Plan shall be known as the Celgene Corporation 2008 Stock Incentive Plan (formerly known as the 1998 Stock
Incentive Plan, and, prior to April 23, 2003, as the 1998 Long-Term Incentive Plan).








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EXHIBIT A




PERFORMANCE CRITERIA




Performance Goals established for purposes of an Award of Other Stock-Based Awards or Performance-Based Awards
intended to comply with Section 162(m) of the Code shall be based on one or more of the following performance criteria
(“Performance Criteria”): (i) the attainment of certain target levels of, or a specified percentage increase in,
revenues, earnings, income before taxes and extraordinary items, net income, operating income, earnings before income
tax, earnings before interest, taxes, depreciation and amortization or a combination of any or all of the foregoing;
(ii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax profits including,
without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain target
levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level of, reduction of,
or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Company’s bank
debt or other long-term or short-term public or private debt or other similar financial obligations of the Company,
which may be calculated net of such cash balances and/or other offsets and adjustments as may be established by the
Committee; (v) earnings per share or the attainment of a specified percentage increase in earnings per share or
earnings per share from continuing operations; (vi) the attainment of certain target levels of, or a specified increase
in return on capital employed or return on invested capital; (vii) the attainment of certain target levels of, or a
percentage increase in, after-tax or pre-tax return on stockholders’ equity; (viii) the attainment of certain target
levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula;
(ix) the attainment of certain target levels in, or specified increases in, the fair market value of the shares of the
Company’s common stock; (x) the growth in the value of an investment in the Company’s common stock assuming the
reinvestment of dividends; (xi) the filing of a new drug application (“NDA”) or the approval of the NDA by the Food and
Drug Administration; (xii) the achievement of a launch of a new drug; (xiii) research and development milestones; (xiv)
the successful completion of clinical trial phases, (xv) the attainment of a certain level of, reduction of, or other
specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or
costs or other expenses or costs; (xvi) gross or net sales, revenue and growth of sales revenue (either before or after
cost of goods, selling and general administrative expenses, research and development expenses and any other expenses or
interest); (xvii) total stockholder return; (xviii) return on assets or net assets; (xix) return on sales; (xx)
operating profit or net operating profit; (xxi) operating margin; (xxii) gross or net profit margin; (xxiii) cost
reductions or savings; (xxiv) productivity; (xxv) operating efficiency; (xxvi) customer satisfaction; (xxvii) working
capital; or (xxviii) market share. For purposes of item (i) above, “extraordinary items” shall mean all items of gain,
loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or
related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change
in accounting principle, all as determined in accordance with standards established by Opinion No. 30 of the Accounting
Principles Board.



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In addition, such Performance Criteria may be based upon the attainment of specified levels of Company (or
subsidiary, division or other operational unit of the Company) performance under one or more of the measures described
above relative to the performance of other corporations. To the extent permitted under Section 162(m) of the Code, but
only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any
requirements for stockholder approval), the Committee may: (i) designate additional business criteria on which the
Performance Criteria may be based or (ii) adjust, modify or amend the aforementioned business criteria.



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