Celgene (CELG) 10-K 2016 FY Annual report

Exhibit 10.19

Summary of Compensation Package

Name	S.J. Rupert Vessey
Job Title	President, Research & Early Development
Base Salary	$675,000					Effective January 8, 2016
Bonus Target	70%					Effective January 8, 2016
Annual Equity Award	Stock Options			Restricted Stock Units		Effective February 9, 2016
	51,624			6,731
Performance Equity	Stock Options			Restricted Stock Units		Effective October 18, 2016
	18,304			5,369
Cash Long-Term Incentive Plan	Threshold		Target		Maximum	Effective December 15, 2015
	$287,500		$575,000		$1,150,000
Severance Benefit	Lump sum 12 months of base salary Lump sum 12 months of bonus at target 12 months COBRA benefit at active employee rates, less applicable taxes					In the event of involuntary termination for reasons other than cause
"Double Trigger" due to Change in Control	All severance benefits Unvested RSUs and Options would fully vest Change in control payments would be reduced to avoid 280G excise tax, if beneficial to employee					In the event of position elimination due to change in control
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:
/s/ Rupert Vessey		February 6, 2017		/s/ Mark J. Alles		February 1, 2017
S.J. Rupert Vessey		Date		Mark J. Alles		Date