Exhibit 99.2
August 18, 2010
Ms. Jacqualyn A. Fouse
Dear Jackie,
I am extremely pleased to offer you the position of Chief Financial Officer of Celgene
Corporation reporting directly to me. In this role, you will also be a member of the Celgene
Management Committee and will work closely with other members of the senior management team, the
Celgene Board of Directors and me in setting the strategy and leading the company in this next
promising phase of our development. I am confident your contributions will help ensure that
Celgene reaches its potential and I, personally, very much look forward to working with you in
this critical position.
As we have discussed, your start date will be on or before September 27
th
, 2010. The
following are the terms of your employment offer:
CASH COMPENSATION
Your semi-monthly compensation for this position will be $26,923.07 (which, when annualized,
would equal approximately $700,000.00). In addition to this base compensation, you will be
eligible to participate in our Management Incentive Plan for which you would have a target bonus
of 65% of your base salary earnings based on the achievement of agreed upon performance
objectives. For the plan year of 2010 we have agreed to pay out your bonus at a minimum target
rate of 100%. Actual awards are based on individual as well as company performance and are paid
annually, typically during the end of the first quarter. 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 objectives.
You will also be eligible to participate in Celgene’s 2011-2013 Long-Term Incentive Plan for
which the first payout is in 2014 contingent upon achievement of established goals. The
Long-Term Incentive Plan target is 100% of base salary with a maximum payout of 200% of base
salary contingent upon achievement of established goals.
EQUITY COMPENSATION
As a new employee, you will receive a one-time grant of a stock option to purchase 125,000 shares
of Celgene common stock at the fair market value on the date of grant. The options will have a
ten-year term and vest over the first four years, i.e., 25% on each anniversary of the grant.
Your grant will be issued on the first trading day of the month following your hire. In addition,
you will receive a one-time grant of 16,500 Restricted Stock Units (RSUs). These RSUs will fully
vest (100%) on the third anniversary of the grant. These and all other conditions surrounding
the grant are outlined in a separate Stock Option Award Document and a Stock Option Agreement
that must be signed as a condition of the grant. In addition, pursuant to approval by the
Compensation Committee of the Board of Directors or its delegate, opportunities to receive future
options will be based on business and individual performance. You will also be eligible for an
annual grant of 45,000 stock options and 7,800 RSUs. You will be eligible for annual equity
participation starting in October, 2010 with a grant of 11,250 stock options. The full 7,800 RSU
award will be granted in April.
DEFERRED COMPENSATION PLAN
You will be eligible to participate in Celgene’s Deferred Compensation Plan. In addition, upon
your hire date, you will be granted a $1,000,000 deferred compensation contribution with a 3-year
ratable vesting schedule.
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 month’s base salary and bonus plus
continuation of benefits, less applicable taxes. In the event of a change of control, you will
be paid an amount equal to eighteen months base salary and bonus plus continuation of benefits,
less applicable taxes, and your unvested stock options and RSUs will fully vest in the event of a
“double trigger” circumstance. Additionally, the 280G Excise Tax Treatment will apply.
You will be eligible to participate in all of Celgene’s comprehensive U.S. health and welfare
benefit programs on the first day of the month following your date of employment including
medical, dental, disability and life insurance coverage, 401(k) match up to 6% of eligible
earnings and professional tax and financial counseling. You will also be eligible for four weeks
vacation and three personal days annually. In 2010, your vacation and personal days will be
prorated accordingly based on your start date.
Celgene does require a pre-employment drug screen. You will receive information regarding the
drug screen via email form eScreen following the acceptance of your offer and return of the
completed documents. In addition, all employees are required to sign an “Inventions and
Confidential Information 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.
Also enclosed is a Celgene Employment Application which we will need you to complete and return
to us along with your signed offer letter.
Jackie, you bring breadth and depth of experience along with strong leadership skills to Celgene.
It is unquestionable that you will make a significant impact on the future success of Celgene
and I look forward to you becoming a key member of our team.
If you have any questions concerning any aspect of this offer, please contact me directly. To
indicate your acceptance, please sign below and return one copy of this letter to me.
Best regards,
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I accept the offer as outlined above
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Exhibit 99.3
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Celgene Corporation
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86 Morris Avenue
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Summit, New Jersey 07901
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August 23, 2010
Mr. David W. Gryska
Dear David:
We have received your letter resigning, effective as of November 1, 2010 (the “
Resignation
Date
”), from your employment with Celgene Corporation (“
Celgene
”). We wish you much
success in your new endeavors and thank you for your excellent service to the company.
In recognition of your hard work and the value you have added to Celgene during the years of your
employment, we are pleased to set forth the terms of your departure below:
1. You acknowledge and agree that your last day of employment with Celgene will be October 31,
2010, and that, as of the Resignation Date, you will have resigned from your position as the Senior
Vice President and Chief Financial Officer of Celgene and from any and all other offices and
positions you have with Celgene or any of its affiliates. You further agree that when a successor,
interim or permanent, to your position as Chief Financial Officer of Celgene is appointed on or
prior to October 31, 2010, you shall remain employed by Celgene through the Resignation Date in the
position of Senior Vice President only and shall no longer serve as Celgene’s Chief Financial
Officer as of such date. You acknowledge and agree that, following the date hereof, you will not
be eligible for further grants or awards under any of Celgene’s equity plans, annual bonus plans or
long-term incentive plans.
2. Subject to paragraph 5 below, on September 1, 2010 or the eighth day after you sign the
release attached hereto as
Exhibit A
(
provided
, that you have not revoked such
release), whichever is later, Celgene shall pay you an amount in a lump sum equal to $550,000,
subject to normal payroll withholding.
3. Subject to paragraph 5 below, Celgene will pay, or reimburse you, for the applicable
premiums for continued participation in Celgene’s group medical and dental plans through the first
anniversary of the Resignation Date, subject to your election of continued coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (and any similar state law).
4. You acknowledge and agree that the payments and benefits set forth in this letter agreement
(the “
Payments
”) are in full satisfaction of any and all liabilities and obligations of
Celgene and any of its affiliates to you for severance or separation pay, including but not limited
to any and all such obligations for severance or separation pay arising under the letter agreements
between you and Celgene dated September 29, 2006 and October 6, 2006 (as amended), respectively.
5. In consideration for the Payments, you agree to provide to Celgene with an executed release
and confidentiality agreement in the form attached hereto as
Exhibit A
and at the time
provided in such form (the “
Release
”). You agree and acknowledge that the Payments shall
be provided to you subject to, and contingent upon, the receipt by Celgene of an effective Release
that is not revoked during any statutorily required revocation period.
6. This letter agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. It
shall be governed by and construed in accordance with the laws of the State of New Jersey, without
giving effect to the conflict of laws.
7. To the extent that any provision of this letter agreement shall be invalid or
unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of
this letter agreement shall be unaffected and shall continue in full force and effect.
8. Any payments and benefits set forth in this letter agreement shall be subject solely to
such tax withholding to the extent required by applicable law.
9. Although Celgene does not guarantee you any particular tax treatment relating to the
Payments, it is intended that the Payments be exempt from Section 409A of the Internal Revenue Code
of 1986, as amended, and the regulations and guidance promulgated thereunder (“
Code Section
409A
”), and all provisions of this letter agreement shall be construed in a manner consistent
with the requirements for avoiding taxes or penalties under Code Section 409A. It is intended that
nothing herein shall be construed as, or cause you to incur, a “separation from service” within the
meaning of Code Section 409A prior to the Resignation Date and that, at all times prior to the
Resignation Date, you shall provide a level of service to Celgene that is greater than 20% of the
level of service that you have provided to Celgene during the three years preceding the date
hereof.
10. You and Celgene hereby agree that, except to the extent required by applicable law or
regulation, no public statement, whether written or otherwise, shall be made by either party hereto
or by any affiliate, agent, employee, counsel or other representative of either party hereto with
respect to your resignation from Celgene unless such statement has been approved by you and
Celgene.
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11. Upon the receipt of reasonable notice from Celgene’s Chief Executive Officer, you will
respond and provide information with regard to matters in which you have knowledge as a result of
your employment with Celgene, and will provide reasonable assistance to Celgene, its affiliates and
their respective representatives in defense of any claims that may be made against Celgene or its
affiliates, and will assist Celgene and its affiliates in the prosecution of any claims that may be
made by Celgene or its affiliates, to the extent that such claims may relate to the period of your
employment with Celgene. In the event that Celgene requires your cooperation in accordance with
this Section 11, Celgene shall pay you a per diem fee calculated on the basis of the annual rate of
your base salary at the date of your resignation (i.e., $550,000), and reimburse you for reasonable
out-of-pocket expenses incurred by you (including travel, lodging and meals, upon submission of
appropriate supporting documentation). Notwithstanding the foregoing, you will not be required to
cooperate hereunder to the extent such cooperation could involve a current or future claim by
Celgene or any of its affiliates against you or by you against Celgene or any of its affiliates.
Any services or assistance contemplated in this Section 11 will be at mutually agreed to times.
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Very truly yours,
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CELGENE CORPORATION
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By
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Name:
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Robert J. Hugin
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Title:
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Chief Executive Officer
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EXHIBIT A
This Release and Confidentiality Agreement (the “Release”) is entered into by and between CELGENE
CORPORATION, a Delaware corporation (“Celgene”), and David W. Gryska (“you”).
Whereas, you and Celgene have agreed to the terms of your resignation of employment; and
Whereas, you and Celgene desire to resolve all matters related to and/or arising out of your
employment with Celgene (including, without limitation, your resignation from employment with
Celgene);
Therefore, in consideration of the premises and of the mutual promises and agreements contained in
this Agreement and in the letter agreement between you and Celgene, dated as of the date hereof
(the “Letter Agreement”), and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, you and Celgene agree as set forth below. Capitalized terms that
are not defined in this Agreement shall have the meaning ascribed to them in the Letter Agreement.
1. (a) In consideration for the Payments, you, for yourself and on behalf of your heirs,
beneficiaries, executors, administrators, trustees, representatives and assigns (hereinafter
referred to collectively as “
Releasors
”), forever release and discharge Celgene and its
past, present and future parent entities, subsidiaries, divisions, affiliates and related business
entities, successors and assigns, assets, employee benefit plans or funds, and any of its or their
respective predecessors and past, present and/or future affiliates, directors, shareholders,
members, managers, officers, fiduciaries, agents, consultants, trustees, administrators, employees
and assigns, whether acting on behalf of Celgene or in their individual capacities (collectively
the “
Company Entities
”) from any and all claims, demands, causes of action, fees and
liabilities of any kind whatsoever, whether known or unknown, which you ever had, now have, or may
have against any of Company Entities by reason of any act, omission, transaction, practice, plan,
policy, procedure, conduct, occurrence, or other matter up to and including the date on which you
sign this letter agreement, it being understood and agreed that the foregoing release does not
release (i) any claims arising from or by reason of any breach by Celgene of this letter agreement,
(ii) your rights, if any, to indemnification as an officer or director of Celgene or any affiliate,
or a fiduciary of any benefit plan sponsored by Celgene or any affiliate, (iii) your rights, if
any, to coverage under directors and officer’s liability policies of Celgene or an affiliate and
(iv) your rights, if any, to any vested and accrued benefit under any benefit plan, arrangement or
agreement of Celgene or an affiliate including, without limitation, any vested equity awards and
account balances in any qualified pension plan or non-qualified deferred compensation plan.
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(b) Without limiting the generality of the foregoing, this Release is intended to and shall
release Company Entities from any and all claims, whether known or unknown, which Releasors ever
had, now have, or may have against the Companies Entities up to and including the date on which you
sign this letter agreement, including, but not limited to: (i) any claim under the Age
Discrimination in Employment Act; the Older Workers Benefit Protection Act; Title VII of the Civil
Rights Act of 1964; the Americans with Disabilities Act; Sections 1981 through 1988 of Title 42 of
the United States Code; the Employee Retirement Income Security Act of 1974; the Family and Medical
Leave Act; and the National Labor Relations Act (all as amended); (ii) any claim under the
constitution and laws of the State of New Jersey concerning wages, employment, the terms and
conditions of employment, and the termination of employment including, without limitation, the New
Jersey Law Against Discrimination; the New Jersey Family Leave Act; the New Jersey Conscientious
Employee Protection Act; the New Jersey Equal Pay Act; the New Jersey Civil Rights Act; the New
Jersey Constitution; the New Jersey Workers’ Compensation Act; the New Jersey State Wage and Hour
law; the New Jersey Political Activities Of Employees law; the New Jersey Jury Duty Protection law;
the New Jersey Lie Detector Testing law; the New Jersey Tobacco Use law; and the New Jersey Genetic
Testing law (all as amended); (iii) any claims under all other federal, state and local fair
employment and civil rights laws; (iv) any other claim (whether based on federal, state, or local
law, statutory or decisional) relating to or arising out of your employment, the terms and
conditions of such employment, the termination or resignation of such employment, and/or any of the
events relating directly or indirectly to or surrounding the termination or resignation of such
employment, including but not limited to breach of contract (express or implied), wrongful or
constructive discharge, detrimental reliance, defamation, emotional distress or compensatory or
punitive damages; and (v) any claim for attorneys’ fees, costs, disbursements and/or the like.
2. You acknowledge and agree that by virtue of the foregoing, you have waived any relief
available to you (including without limitation, monetary damages, equitable relief and
reinstatement) under any of the claims and/or causes of action waived in this Release. Therefore,
you agree that you will not accept any award or settlement from any source or proceeding (including
but not limited to any proceeding brought by any other person or by any government agency) with
respect to any claim or right waived in this Release.
3. You acknowledge and agree that any interest in patents, patent applications, inventions,
technological innovations, copyrights, copyrightable works, developments, discoveries, designs and
processes (“
Inventions
”) which, during your employment with Celgene, and for six months
thereafter, you may have conceived of or developed, either relating to the specific fields in which
Celgene is or was then engaged, or which you conceived of or developed utilizing the time,
material, facilities or information of Celgene shall belong to Celgene.
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4. You acknowledge and agree that all confidential information which you may now possess, may
obtain during or after your employment with Celgene, or may create prior to the Resignation Date
relating to the business of Celgene or of any customer or supplier of Celgene shall not be
published, disclosed or made accessible by you to any other person, firm or corporation either
during or after your employment with Celgene (except prior to the Resignation Date in the business
and for the benefit of Celgene), in each case without the prior written permission of Celgene. You
further agree that you shall return all tangible evidence of such confidential information to
Celgene prior to or as of the Resignation Date. As used in this Section 4, “confidential
information” shall mean any information except that information which is or comes into the public
domain through no fault of yours or which you obtain after the Resignation Date from a third party
who has the right to disclose such information.
5. This Release is not intended, and shall not be construed, as an admission that any of
Company Entities has violated any federal, state or local law (statutory or decisional), ordinance
or regulation, breached any contract or committed any wrong whatsoever against you.
6. This Release is binding upon, and shall inure to the benefit of, the parties and their
respective heirs, executors, administrators, successors and assigns; provided that your rights and
obligations may not be assigned or transferred by you other than by will or operation of law.
8. You acknowledge that you: (a) have carefully read this Release in its entirety; (b) have
been offered the opportunity to consider it for twenty-one (21) days, and have knowingly and
voluntarily and without inducement by Celgene through fraud, misrepresentation, or a threat to
withdraw or alter the offer prior to the end of such 21-day period, freely elected to sign this
release prior to the end of such 21-day period; (c) are hereby advised by Celgene in writing to
consult with an attorney of your choice in connection with this Release ; (d) fully understand the
significance of all of the terms and conditions of this Release and have discussed them with your
independent legal counsel, or have had a reasonable opportunity to do so; (e) have had answered to
your satisfaction any questions you have asked with regard to the meaning and significance of any
of the provisions of this Release; and (f) are signing this Release voluntarily and of your own
free will and agree to abide by all the terms and conditions contained herein. This Release shall
not become effective until the eighth day following the date on which you sign it (the “Effective
Date”). You acknowledge and understand that you may at any time prior to that Effective Date
revoke this Release by delivering written notice of revocation to Robert J. Hugin, Chief Executive
Officer of Celgene. You further acknowledge and understand that, if you so revoke this Release,
you will not receive any of the Payments.
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9. This Release may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the
State of New Jersey, without giving effect to the conflict of laws.
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Very truly yours,
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CELGENE CORPORATION
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By:
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Name:
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Robert J. Hugin
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Title
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: President and Chief Executive Officer
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ACCEPTED AND AGREED:
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