AMENDMENT NUMBER SIX
TO THE
CELGENE CORPORATION
1995 NON EMPLOYEE DIRECTORS’ INCENTIVE PLAN
(AMENDED AND RESTATED AS OF JUNE 22, 1999
AND AS FURTHER AMENDED)
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 and as further 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 18, 2008.
NOW, THEREFORE , pursuant to Article 11 of the Plan, the
Plan is hereby amended, effective as of June 18, 2008, as
follows:
1. Section 5(d) of the Plan is amended
in its entirety to read as follows:
“(d) each
year on and after the Annual Meeting of Stockholders of the
Corporation held on June 12, 2007 and prior to June 18,
2008 (each, an “ Annual Meeting ”), each Non
Employee Director who has been elected at such Annual Meeting and
is continuing as a member of the Board as of the completion of such
Annual Meeting shall receive Options to purchase an aggregate of
18,500 shares of Common Stock (subject to adjustment as provided in
Section 9) in substantially equal quarterly grants beginning
in September, 2007; provided, however, that a Non Employee Director
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