Exhibit 10.57
September 29, 2006
Mr. David Gryska
180 Taryn Lane
La Selva Beach, CA 95076
Dear David:
I am very pleased at the prospect of your joining the Celgene Leadership Team.
After our collective discussions with you, we firmly believe you will make a
significant contribution to Celgene's success, and we hope that you will become
part of our future. To that end, we are pleased to offer you the position of
Chief Financial Officer.
CASH COMPENSATION
Your semi-monthly compensation for this position will be $18,750.00 (which when
annualized would equal approximately $450,000). Beginning immediately upon the
commencement of your employment, you will be eligible to participate in the
Management Incentive Plan ("MIP"). This plan provides cash incentive awards to
key employees. Your target incentive under the program will be 50% of your
annual base salary earnings. 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. In addition, you will be
eligible to participate in Celgene's 2007-2009 Long Term Incentive Plan ("LTIP")
for which the first pay out is in 2010 contingent upon achievement of
established goals. Your LTIP target is 50% of base salary with a maximum payout
at 100%.
EQUITY COMPENSATION
Stock Options
In addition to your annual compensation, you will be granted the option to
purchase 100,000 shares of Celgene common stock. The options will have a
ten-year term and vest over the first four years, i.e., 25% on each anniversary
of the grant. This will be your only stock option grant in 2006. The option
grant price will be the Fair Market Value, as determined under the Plan, as of
your date of employment or the date of approval by the Compensation Committee of
the Board of Directors, whichever is the
Mr. David Gryska
September 29, 2006
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latter. These and all other conditions surrounding the grant are outlined
in a separate Stock Option Award Document.
ADDITIONAL PROGRAMS
DEFERRED COMPENSATION PLAN. You will be eligible to participate in Celgene's
Deferred Compensation Plan.
HEALTH AND WELFARE BENEFITS You will be eligible to participate in all Celgene
comprehensive U.S. health and welfare benefit programs on the first day of the
month following your date of employment. Information on your Celgene benefits
package will be provided under separate cover.
PAID TIME OFF Upon joining Celgene, you will be eligible for four weeks
vacation, and three personal days. Your paid time off for the current year will
be prorated accordingly.
RETIREMENT BENEFITS You will be eligible to participate in Celgene's 401 (k)
Plan 30 days following employment.
RELOCATION BENEFITS As we have discussed, we will accommodate your retaining
your residence in California for your first year of employment to accommodate
your family commitment. Thereafter, as we have agreed, we will support your
relocation to Summit, New Jersey. Celgene will cover reasonable receipted
relocation expenses associated with your move from California to New Jersey
within 12 months of your start date as follows:
o Reimbursement for reasonable travel expenses, for you and your spouse,
up to a maximum of two trips or seven days for house-hunting purposes.
o Temporary housing expenses (if necessary) for a maximum of 30 days. As
discussed, we can be flexible based upon your needs.
o Moving expenses for household items. (Any extraordinary items should
be discussed with Human Resources prior to the move.)
o The costs associated with a standard "closing " on your sale of your
home in California and the purchase of a home in New Jersey.
However, all these transactions must be facilitated through our relocation
company to ensure economy and to avoid paying unnecessary taxes on these costs.
Basic closing costs, in this case, will be defined as the following: legal fees,
transfer taxes, title
Mr. David Gryska
September 29, 2006
Page 3 of 4
insurance, and non-reoccurring fees (such as inspection fees, recording fees,
escrow fees, document prep fees, etc.). Celgene agrees to pay the costs
associated with using a real estate agent.
If you decide to voluntarily terminate your employment with Celgene within two
years of your employment commencement date, all relocation expenses incurred on
your behalf must be repaid in full to Celgene. Otherwise you shall have no
obligation to return such amounts.
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 months base
salary and bonus, less applicable taxes.
Celgene requires a pre-employment physical examination, arrangements for which
may be made through Melissa Tankiewicz at (908) 673-9534. In addition, all
employees are required to sign an "Inventions and Confidential Information
Agreement" upon the start of their employment and provide educational documents
that attest to the confirmation of degree(s). Current Federal regulations
require you to furnish proof of your right to work in the United States as
outlined in the enclosed form I-9. These documents must be submitted on your
first day of work.
David, you bring a great breadth and depth of experience and a strong leadership
profile to Celgene. It is unquestionable that you will make a significant impact
on the future success of Celgene, and we look forward to you becoming a part of
the leadership team.
If you have questions concerning any aspect of this offer, please contact me or
Mary Weger. To indicate your acceptance, sign below and return one copy of this
letter to me.
Best Regards,
/s/ Sol J. Barer
Sol J Barer
Chief Executive Officer
Mr. David Gryska
September 29, 2006
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/s/ DAVID W. GRYSKA
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I accept the offer as outlined above
December 6, 2006
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Anticipated start date