from 10-Q 7 pages Compensation: Your Bi-Weekly Base Salary (Annualized at $375,000) Will Be $14,423.08. Equity: Participation in Imclone Systems' 2006 Stock Incentive Plan (The "Plan") With a Grant to You of 80,000 Stock Options Vesting Equally Over Four (4) Years (The "Options"). the Exercise Term of the Options Will Be Ten (10) Years From the Grant Date, Unless Sooner Forfeited Pursuant to the Terms of the Plan. Pursuant to the Plan, the Exercise Price of the Options Is Determined by the Closing Price of the Stock on the Date Your Employment Commences With the Company. the Options Will Be Non-Qualified Stock Options. Your Grant Will Be in Accordance With the Plan, Including the Change in Control Provision in Article XI of the Plan. Except as Otherwise Provided Herein, the Options Shall Be Governed by the Terms of the Plan. Annual Bonus: You Are Eligible to Receive an Annualized Bonus for 2008. the Current Target Bonus Range for Your Position Is 38 to 43 Percent. Bonuses Are Granted at the Discretion of the Board of Directors and Are Based on Factors That Include, but Are Not Limited To, the Financial Performance of the Company, as Well as the Performance of the Individual Employee. Benefits: You Are Eligible to Participate in Imclone Systems' Comprehensive Health Plan Including Major Medical, Hospitalization, Dental and Vision Insurance Through the Company's Health Insurance Provider, Which at This Time Is Aetna. Short-Term and Long-Term Disability Insurance. Life Insurance in the Amount of Two-Times Your Annual Salary, Up to a Maximum of $400,000. You May Purchase Up to Five-Times Your Annual Salary, to a Maximum of $500,000 by Participating in Our Voluntary Life Insurance Program. You Are Eligible to Participate in the 401(k) Employee Savings Plan. You Are Eligible to Participate in the Employee Stock Purchase Plan (Espp). One-Hundred Sixty (160) Hours of Vacation Time, Subject to the Terms and Conditions of Imclone Systems' Vacation Policy

from 10-Q 2 pages Management certification of annual or quarterly disclosure

from 10-Q 2 pages Management certification of annual or quarterly disclosure

from 10-Q 2 pages Management certification of financial report