Exhibit 10.1


 


TERMS OF EMPLOYMENT
OFFER


 


 


POSITION


 


We are pleased to offer
you the position of Executive Vice President and Chief Financial Officer. Subject to the provisions listed in the “General
Terms” section below, your start date will be on or before July 1, 2018.


 


CASH COMPENSATION


 


Your semi-monthly compensation
for this position will be $35,416.67 (which when annualized will equal approximately $850,000.00). In addition to this base compensation,
you will be eligible to participate in our Management Incentive Plan, which would target you for a bonus of 85% of your eligible
base salary earnings, based on the achievement of corporate performance objectives. Actual awards are determined by the Compensation
Committee in its sole discretion and are paid annually, typically during the first quarter of the following year. The award may
be at, above or below the target level, but you can potentially earn up to 200% of your target award based upon achievement of
Company objectives.


 


Provided you start your
employment with Celgene on or before July 1, 2018 and are actively employed with Celgene through December 31, 2018, your target
2018 bonus to be paid in the first quarter of 2019 will be $722,500, which reflects 85% of your annualized base salary.


 


ONE TIME PAYMENT


 


Celgene will also grant
you a one-time payment of $650,000.00 (gross) which is payable within 30 days from your start date. This payment will be considered
a taxable event for the purpose of payroll tax calculations. Please refer to the terms in the attached repayment agreement.


 


EQUITY COMPENSATION


 


As a new employee, you
will receive a new hire equity grant on the first trading day of the month following your date of hire. The total value of this
new hire equity grants will be $11,350,000.00 and will be granted to you in the form of stock options, Restricted Stock Units
(RSUs) and Performance Stock Units (PSUs).


 


The number of stock options
you will receive will be determined on the grant date by dividing the value of that portion of your new hire equity grant to be
delivered in stock options ($3,000,000.00) by the applicable Black-Scholes value per stock option. The exercise price will be
the closing stock price of Celgene common stock on the date of grant. The stock option grant will have a ten-year term and will
vest equally over the first four years, i.e., 25% on each anniversary of the grant date.


 


The number of RSUs you
will receive will be determined on the grant date by dividing the value of that portion of your new hire equity grant to be delivered
in RSUs ($6,750,000.00) by the closing stock price of Celgene common stock on the date of grant. These RSUs will vest according
to the vesting schedule in the RSU grant agreement as follows:


 






    	 



     


    




 


		·	1/3 will vest on the 1st anniversary of the grant date



 


		·	1/3 will vest on the 2nd anniversary of the grant date



 


		·	1/3 will vest on the 3rd anniversary of the grant date



 


 


The target number of PSUs
you will receive will be determined on the grant date by dividing the value of that portion of your new hire equity grant to be
delivered in PSUs by the closing stock price of Celgene common stock on the date of the grant. The total value of the PSU grant
is $1,600,000. A portion of the PSU value ($600,000) will be granted under the 2017 – 2019 Long-Term Incentive Plan (“LTIP”)
and the remaining portion of the PSU value ($1,000,000) will be granted under the 2018 – 2020 LTIP.


 


These and all other conditions
surrounding your new hire grants have been approved by the Compensation Committee of the Board of Directors or its delegate outlined
in the Celgene Corporation 2017 Stock Incentive Plan (Amended and Restated as of April 19, 2017). Terms and conditions surrounding
the new hire equity grants (and subsequent equity grants) are outlined in the Stock Option & Restricted Stock Unit Award documents
that you will receive on the date of grant and which must be accepted as a condition of the grants.


 


ADDITIONAL PROGRAMS


 


Health
and Welfare Benefits: You will be eligible to participate in all Celgene comprehensive
US health and welfare benefit programs on the first day of the month following your date of employment. Information on your Celgene
benefits package will be provided under separate cover.


 


Deferred
Compensation Plan: Celgene maintains a Deferred Compensation Plan for a select group of
employees. You will be notified when you are eligible to begin participating in the Plan. Enrollment occurs semi-annually, typically
at the end of the second quarter and again at the end of the fourth quarter. Information regarding the Plan, your investment options
and how to enroll will be available from Celgene's deferred compensation provider in advance of the enrollment period.


 


Financial
and Tax Planning: You will be eligible for reimbursement up to $15,000 per calendar year
for Financial and Tax planning assistance.


 


Severance
Compensation: If your employment is terminated by Celgene at any time, other than for cause,
we will pay you severance compensation in an amount equal to twelve months’ base salary and bonus at target, plus continuation
of medical and dental benefits at active employee rates, less applicable taxes. 


 


In
the event of “double-trigger” circumstance resulting from a change in control, you will be paid an amount equal to
eighteen months’ base salary and bonus at target, plus continuation of medical and dental benefits at active employee rates,
less applicable taxes, and your unvested stock options and RSUs will fully vest. PSUs will vest according to the terms noted in
the agreement. Additionally, in the event of change in control, under a modified economic cutback, your change in control-related
payments would be reduced to avoid the 280G excise tax if the result would be economically beneficial to you. Double-trigger shall
mean that there is a change in control AND your position is eliminated, your duties/responsibilities/compensation are significantly
reduced or your primary place of work is relocated greater than 50 miles from your current work location within two years of the
change in control.


 


Paid
Time Off: You will be eligible for five (5) weeks of vacation and three (3) personal days
annually.


 


Retirement
Benefits: You will be eligible to participate in Celgene’s 401(k) Plan on the first
day of the month following your date of employment.


 






    	 



     


    

 


GENERAL TERMS


 


You will also
be subject to certain terms and conditions of employment commensurate with your role as Chief Financial Officer, as deemed appropriate
by the Compensation Committee in its sole discretion.


 


The contents
of this offer letter do not constitute a contractual guarantee of employment for any specific duration of time. Your employment
relationship with Celgene is AT-WILL which means that either you or Celgene can terminate the relationship at any time for any
reason with or without cause. Except as otherwise provided herein, the information regarding employee benefits contained in this
offer letter are subject to the terms and conditions of Celgene’s written plan documents which provide that Celgene retains
the right to alter, amend or eliminate said benefits in its sole discretion.


 


The terms of
the offer are outlined above and are contingent on completion of satisfactory employment and associated references, background
check and drug screen. In addition, all employees are required to sign Celgene’s “Global Reproductive Health and Safety
policy” and “Proprietary Information and Inventions Agreement” upon the start of their employment. Current Federal
regulations require you to furnish proof of your right to work in the United States. These documents must be submitted on your
first day of work.


 


 


With my best regards,


 


/s/ Mark J. Alles


 


Mark J. Alles


Chairman & Chief Executive Officer


 


 


 


 


 


/s/ David V. Elkins


_______________________


I Accept the offer as outlined above


 


 


5/29/18


_______________________


Date