Common use of RESTRICTIONS, FORFEITURES, AND SETTLEMENT Clause in Contracts

RESTRICTIONS, FORFEITURES, AND SETTLEMENT. Except as otherwise provided in this Section 2, each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested and non-forfeitable such that there are no longer any RSUs that may become potentially vested and non-forfeitable (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously employed by the Company or a subsidiary of the Company from the Award Date until the relevant vesting date, subject to the provisions of this Section 2. Assuming satisfaction of such employment conditions, 100% of the RSUs shall vest on the second anniversary of the Award Date (the “Vesting Date”), provided, that, all shares of Common Stock issued pursuant to the vesting of the RSUs (net of any shares withheld or sold for taxes) in accordance with Section 2(b) shall be subject to an additional one year post-vest holding period (the “Post-Vest Holding Period”), and during such Post-Vest Holding Period, you may not Transfer (as defined below) any of the shares of Common Stock issued to you pursuant to the vested RSUs.

RESTRICTIONS, FORFEITURES, AND SETTLEMENT. Except as otherwise provided in this Section 2, each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested and non-forfeitable such that there are no longer any RSUs that may become potentially vested and non-forfeitable (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously employed by the Company or a subsidiary of the Company from the Award Date until the relevant vesting date, subject to the provisions of this Section 2. Assuming satisfaction of such employment conditions, 100% of the RSUs shall vest on the second first anniversary of the Award Date (the “Vesting Date”), provided, that, all shares of Common Stock issued pursuant to the vesting of the RSUs (net of any shares withheld or sold for taxes) in accordance with Section 2(b) shall be subject to an additional one two year post-vest holding period (the “Post-Vest Holding Period”), and during such Post-Vest Holding Period, you may not Transfer (as defined below) any of the shares of Common Stock issued to you pursuant to the vested RSUs.

RESTRICTIONS, FORFEITURES, AND SETTLEMENT. Except as otherwise provided in this Section 2, each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested and non-forfeitable such that that, with respect to a given tranche of RSUs, there are no longer any RSUs that may become potentially vested and non-forfeitable (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously continuosly employed by the Company or a subsidiary of the Company from for the Award Date until the relevant vesting dateentire Restricted Period as described herein, subject to the provisions of this Section 2. Assuming satisfaction of such employment conditions, 100% the RSUs will become vested as follows: one-third on the third anniversary of the RSUs shall vest Award Date; an additional one-third on the second fourth anniversary of the Award Date; and the final one-third on the fifth anniversary of the Award Date (the each, a “Vesting Date”). Vesting does not mean that you have a non-forfeitable right to the vested portion of your Award. The terms of this Agreement continue to apply to vested RSUs, provided, that, all and you can still forfeit vested RSUs and delivered shares of Common Stock issued pursuant to the vesting of the RSUs (net of any shares withheld or sold for taxes) in accordance with Section 2(b) shall be subject to an additional one year post-vest holding period (the “Post-Vest Holding Period”), and during such Post-Vest Holding Period, you may not Transfer (as defined below) any of the shares of Common Stock issued to you pursuant to the vested RSUsset forth herein.

RESTRICTIONS, FORFEITURES, AND SETTLEMENT. Except as otherwise provided in this Section 2, each RSU shall be subject to the restrictions and conditions set forth herein during the period from the Award Date until the date such RSU has become vested and non-forfeitable such that there are no longer any RSUs that may become potentially vested and non-forfeitable (the “Restricted Period”). Vesting of the RSUs is conditioned upon you remaining continuously employed by the Company or a subsidiary of the Company from the Award Date until the relevant vesting date, subject to the provisions of this Section 2. Assuming satisfaction of such employment conditions, 10025% of the RSUs shall vest on each of the second anniversary first four anniversaries of the Award Date (the each, a “Vesting Date”). As a condition to receiving and holding the Award, provided, you hereby (i) agree that this Section 2 of the Agreement will apply upon any termination and that, all shares of Common Stock issued pursuant to the vesting if applicable, Section 6(e) of the RSUs Celgene Corporation U.S. Employee Change in Control Severance Plan (net of any shares withheld or sold for taxes) in accordance with Section 2(b) shall as may be subject amended from time to an additional one year post-vest holding period (time, the “Post-Vest Holding PeriodCelgene Severance Plan”), and during such Post-Vest Holding Periodwill not apply, you may not Transfer (as defined belowii) any agree that the actual or deemed acceptance of this Award constitutes written consent to the amendment of the shares Celgene Severance Plan in a manner consistent with this Section 2, and (iii) agree that this Award will be immediately terminated and forfeited if Section 6(e) of Common Stock issued the Celgene Severance Plan is not considered to you pursuant be validly amended hereby or otherwise applies to the vested RSUsthis Agreement.