Amendment Number Two to the Celgene Corporation 1995 Non-Employee Directors' Incentive Plan

Summary

Celgene Corporation's Board of Directors has approved a second amendment to its 1995 Non-Employee Directors' Incentive Plan, effective April 18, 2000. This amendment allows the Board to permit stock options, which were previously non-transferable, to be transferred to a charitable organization if such a transfer qualifies for a tax deduction under Section 170(c). The amendment is made in accordance with the Plan's provisions allowing the Board to make changes at its discretion.

EX-10.3 5 ex10-3.txt EXHIBIT 10.3 Exhibit 10.3 AMENDMENT NUMBER TWO TO THE CELGENE CORPORATION 1995 NON EMPLOYEE DIRECTORS' INCENTIVE PLAN WHEREAS, the Celgene Corporation (the "Company") maintains the Celgene Corporation 1995 Non Employee Directors' Incentive Plan, as amended and restated as of June 22, 1999 (the "Plan") and as further amended; 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 April 18, 2000. NOW, THEREFORE, pursuant to Article 11 of the Plan, the Plan is hereby amended, effective as of April 18, 2000, as follows: 1. Section 7(e) of the Plan is amended by the addition of the following language at the end thereof: "Furthermore, the Board may determine at the time of grant or thereafter that an Option that is not otherwise transferable pursuant to this Section 7(e) is transferable to a charitable organization provided that results in a deduction under 170(c)...."