Amendment Number One to the Celgene Corporation 1992 Long-Term Incentive Plan

Summary

Celgene Corporation's Board of Directors has amended its 1992 Long-Term Incentive Plan, effective June 22, 1999. The amendment allows the Committee to permit non-qualified stock options, which were previously non-transferable, to be transferred to certain family members under specified conditions. The definition of "family member" is broad and includes various relatives, household members, and certain trusts or entities controlled by these individuals. This change provides more flexibility for employees in transferring their stock options within their families.

EX-10.1 3 ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NUMBER ONE TO THE CELGENE CORPORATION 1992 LONG-TERM INCENTIVE PLAN WHEREAS, the Celgene Corporation (the "Company") maintains the Celgene Corporation 1992 Long-Term Incentive Plan, as amended (the "Plan"); WHEREAS, pursuant to Article 11 of the Plan, the Board of Directors of the Company (the "Board") may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan; and WHEREAS, the Board desires to amend the Plan, effective as of June 22, 1999. NOW, THEREFORE, pursuant to Article 11 of the Plan, the Plan is hereby amended, effective as of June 22, 1999, as follows: 1. Section 16(c) of the Plan is amended by the addition of the following language at the end thereof: "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 Section 16(c) 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 that is transferred to a family member pursuant to the preceding sentence may not be subsequently transferred to such a family member. For purposes hereof, a "family member" shall mean 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 employee'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 employee) control the management of assets, and any other entity in which these persons (or the employee) own more than 50% of the voting interests."