2013 Compensation Agreement between Celgene Corporation and Perry Karsen, EVP and COO
Celgene Corporation and Perry Karsen, its Executive Vice President and Chief Operations Officer, agreed to a 2013 compensation package. The agreement outlines Karsen's base salary, bonus target, annual equity awards, long-term incentive plan, and severance benefits. It also includes financial planning benefits and specifies terms for severance and change in control payments. The agreement is effective in various parts from January to April 2013 and is signed by both parties.
Exhibit 10.3
Summary of 2013 Compensation Package
| Name | Perry Karsen |
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| Job Title | EVP, Chief Operations Officer |
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| Base Salary | $649,000 | Effective March 1, 2013 |
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| Bonus Target | 70% | Effective January 1, 2013 |
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| Annual Equity Award | Stock Options: 47,300 Restricted Stock Units: 5,500 | Effective April 1, 2013 |
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| LTIP Target | 100% of base salary as of plan cycle approval (12/12/12), or $630,000 | 2013-2015 Performance Cycle, commencing January 1, 2013 |
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| Severance Benefit | 12 months of salary continuation 12 months of bonus COBRA benefit at active employee rates Change in control payments would be reduced to avoid 280G excise tax, if it would be beneficial to you | In the event of involuntary termination for reasons other than cause |
| Financial Planning Benefit | Up to $15,000 per year | Reimbursement of reasonable and customary fees associated with financial planning and/or tax preparation/advice |
| Acknowledged and agreed: | On behalf of Celgene Corporation: | |||||||
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| /s/Perry Karsen |
| 25 April, 2013 |
| By: | /s/Robert J. Hugin |
| April 22, 2013 |
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| Perry Karsen |
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| Robert J. Hugin |
| Date |
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| Chairman and CEO |
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