X0202 4 2006-01-18 0 0000765258 IMCLONE SYSTEMS INC/DE IMCL 0001177081 TARNOWSKI S JOSEPH 0 1 0 0 SVP, Manufacturing, Ops & PD STOCK OPTION (RIGHT TO BUY) 34.14 2006-01-18 4 A 0 3334 0 A 2007-01-18 2016-01-17 COMMON STOCK 3334 3334 D STOCK OPTION (RIGHT TO BUY) 34.14 2006-01-18 4 A 0 3333 0 A 2008-01-18 2016-01-17 COMMON STOCK 3333 6667 D STOCK OPTION (RIGHT TO BUY) 34.14 2006-01-18 4 A 0 3333 0 A 2009-01-18 2016-01-17 COMMON STOCK 3333 10000 D PERFORMANCE RIGHTS 32.99 2006-01-18 4 A 0 75000 0 A 2007-12-31 2007-12-31 COMMON STOCK 75000 75000 D PERFORMANCE RIGHTS 32.99 2006-01-18 4 A 0 75000 0 A 2008-12-31 2008-12-31 COMMON STOCK 75000 75000 D On 1/18/06, the reporting person received a target cash award opportunity under the ImClone Systems 2006-2008 Retention Plan for the two performance periods commencing on 1/1/06 and ending on, respectively, 12/31/07 and 08. The amount of award received by the reporting person will be calculated at the end of the performance period by comparing the Company's share price at the beginning of the performance period with the Company's share price at the end of the performance period based on a 30-day average. The cash bonus for the reporting person will generally be calculated by adjusting the target award opportunity between 100% and 150% based on any Company share price increase. No bonus will be payable in respect of the performance period if the Company's share price at the conclusion of the performance period is less than the share price at the beginning of the performance period. Cash bonuses under the plan are payable following the end of the performance period, provided that reporting person remains continuously employed by the Company through that date. Special rules apply in the event of a change in control during the performance period, and in the event the reporting person's employment terminates during the performance period due to death or disability. The numbers reported herein are cash amounts calculated based on the 100% target. If based on the 150% target, this amount would equal $112,500. ERIK D. RAMANATHAN - BY POWER OF ATTORNEY 2006-01-20