EXHIBIT 99.2
REPLACEMENT STOCK OPTION AGREEMENT
CELGENE CORPORATION
OPTION AGREEMENT
PURSUANT TO THE
REPLACEMENT STOCK OPTION PLAN
AGREEMENT, dated February __, 1998 by and between Celgene
Corporation (the "Company") and ___________ (the "Participant").
Preliminary Statement
The Cambrex Employee Incentive Committee of the Board of
Directors of the Company (the "Committee"), pursuant to the Company's
Replacement Stock Option Plan, annexed hereto as Exhibit A (the "Plan"), has
authorized the granting to the Participant, as a Cambrex Employee (as defined in
the Plan), of a stock option (the "Option") to purchase the number of shares of
the Company's common stock, par value $.01 per share (the "Common Stock"), set
forth below. The parties hereto desire to enter into this Agreement in order to
set forth the terms of the Option.
Accordingly, the parties hereto agree as follows:
1. Grant of Option. Subject in all respects to the Plan and
the terms and conditions set forth herein and therein, the Participant is hereby
granted the Option to purchase from the Company up to ____ Shares (as defined in
the Plan), at a price per Share of $_____. Notwithstanding the foregoing, all
references to Shares shall mean shares of the Company's Common Stock, par value
$.01 per share.
2. Vesting. The Option is exercisable in four installments as
provided below, which shall be cumulative. To the extent that the Option has
become exercisable with respect to a number of shares as provided below, the
Option may thereafter be exercised by the Participant, in whole or in part, at
any time or from time to time prior to the expiration of the Option as provided
herein. The following table indicates each date (the "Vesting Date") upon which
the Participant shall be entitled to exercise the Option with respect to the
number of Shares indicated beside that date:
Vesting Date Percentage of Shares
February __, 1998 25%
February __, 1999 25%
February __, 2000 25%
February __, 2001 25%
3. Termination. Unless terminated as provided below or
otherwise pursuant to the Plan, the Option shall expire on the tenth anniversary
of this Agreement, or earlier as provided
in the Plan; whether on the 30th day following termination of the Participant's
employment with Cambrex corporation or otherwise.
4. Restriction on Transfer of Option. The Option granted
hereby is not transferable otherwise than by will or under the applicable laws
of descent and distribution and during the lifetime of the Participant may be
exercised only by the Participant or the Participant's guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (whether by operation of law or otherwise),
and the Option shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the
Option, or in the event of any levy upon the Option by reason of any execution,
attachment or similar process contrary to the provisions hereof, the Option
shall immediately become null and void.
5. Rights as a Stockholder. The Participant shall have no
rights as a stockholder with respect to any Shares covered by the Option until
the Participant shall have become the holder of record of the Shares, and no
adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such Shares, except as otherwise specifically
provided for in the Plan.
6. Provisions of Plan Control. This Agreement is subject to
all the terms, conditions and provisions of the Plan, and to such rules,
regulations and interpretations relating to the Plan as may be adopted by the
Committee and as may be in effect from time to time. Any capitalized term used
but not defined herein shall have the meaning ascribed to such term in the Plan.
The annexed copy of the Plan is incorporated herein by reference. If and to the
extent that this Agreement conflicts or is inconsistent with the terms,
conditions and provisions of the Plan, the Plan shall control, and this
Agreement shall be deemed to be modified accordingly.
7. Notices. Any notice or communication given hereunder shall
be in writing and shall be deemed to have been duly given when delivered in
person, when dispatched by Telegram or one business day after having been
dispatched by a nationally recognized courier service or three business days
after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, to the appropriate party at the address set
forth below:
If to the Company, to:
Celgene Corporation
0 Xxxxxx Xxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Attention: Chief Financial Officer
If to the Participant, to:
the address indicated on the signature page at the end of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement
on the date and year first above written.
CELGENE CORPORATION
By: ______________________________
Authorized Officer
__________________________________
Name:
Address:
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